SecProbe.io

CORRESP
 1
 filename1.htm

 XChange TEC.INC

 Room 613, No.259, Guoxia Road

 Yangpu District, Shanghai, 200433

 People's Republic of China

 March 30, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Attention: Aisha Adegbuyi and Tonya Aldave

 Re:
 XChange TEC.INC

 Registration Statement on Form F-3

 Registration No. 333-290136

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
Securities Act of 1933, as amended, XChange TEC.INC, a Cayman Islands exempted company (the "Company"), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 P.M. (Eastern Time) on April 1, 2026, or as soon thereafter as possible on such date.

 Once the Registration Statement
has been declared effective, please confirm that event with Jeffrey Kennedy of ArentFox Schiff LLP at (312) 258-5526.

 Very truly yours,

 XChange TEC.INC

 By:
 /s/ Zhichen Sun

 Name:
 Zhichen Sun

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 23, 2026

Zhichen Sun
Chief Executive Officer
XChange TEC.INC
Room 613, No.259, Guoxia Road
Yangpu District, Shanghai, 200433
People s Republic of China

 Re: XChange TEC.INC
 Form 20-F for Fiscal Year Ended September 30, 2024
 Form 20-F for Fiscal Year Ended September 30, 2025
 File No. 001-39111
Dear Zhichen Sun:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ArentFox Schiff LLP

 1717 K Street, NW

 Washington, DC 20006

 202.857.6000 main

 202.857.6395 Fax

 afslaw.com

 March 11, 2026
 Marc Rivera

 Partner

 VIA EDGAR
 202.350.3643 direct

 United States Securities and Exchange Commission
 marc.rivera@afslaw.com

 Office of Energy & Transportation
100 F Street, NE
Washington, DC 20549

 Attention: Aisha Adegbuyi and Tonya Aldave

 Re:
 XChange TEC.INC

 Amendment No. 1 To

 Registration Statement on Form F-3

 Filed October 29, 2025

 File No. 333-290136

 Ladies and Gentlemen:

 This letter is being submitted on behalf of XChange
TEC.INC (the " Company ") in response to the comment letter, dated February 4, 2026, from the staff of the Division of
Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ")
with respect to Registration Statement on Form F-3 filed on October 29, 2025 (the " Registration Statement "). Concurrently
with this response, the Company has filed Amendment No. 1 to the Registration Statement on Form F-3 pursuant to the Staff's comments
(the " Amended Registration Statement ").

 Registration Statement on Form F-3
Questions and Answers about the Proposals

 1. We note your response to prior comment 1 to our letter dated September 17, 2025, related to your
Annual Report on Form 20-F for the fiscal year ended September 30, 2024. Based on your response it appears that you have sold 25,770,000
ADSs since December 2023, the date when your business changed from "technology-driven long term apartment rental platform in China"
to the "insurance agency and insurance technology business" in the PRC. Please provide us with legal analysis as to why the
acquisition of the new insuretech business did not constitute a fundamental change that required you to file a post-effective amendment
to the registration statement on Form F-3, file no. 333-258187, to continue to make sales off of that registration statement.

 RESPONSE: The Company agrees that the acquisition
of the insuretech business constituted a fundamental change. However, the Company relied on proviso (B) to Item 512(a)(1)(ii) in determining
that a post-effective amendment was not necessary. Proviso (B) to Item 512(a)(1)(ii) states that the undertaking to file a post-effective
amendment does not apply if the registration statement is on Form F-3 and the information required to be included in a post-effective
amendment is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or, is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement. Based on the foregoing, the Company believes that
no post-effective amendment was required because the disclosure of the acquisition of the insuretech business was fully disclosed in its
reports on Form 6-K filed on November 22, 2023, December 29, 2023 and February 9, 2024, on Form 20-F filed on December 29, 2023, February
9, 2024, and January 22, 2025, as well as the Rule 424(b)(5) prospectus supplement filed on September 24, 2024. In each case, these filings
contained the material information about the fundamental change that would have been required in a post-effective amendment.

 Smart In
Your World ®

 March 11, 2026
Page 2

 2. We note your responses to prior comments 8 and 11 in our letter dated September 17, 2025 related
to your Annual Report on Form 20-F for the fiscal year ended September 30, 2024. We also note that the prior transaction with Haoju Artificial
Intelligence Technology Co., Ltd. was a related party transaction. Please revise the registration statement to include this related party
transaction, as well as other related party transactions for the period specified in Item 7 of Form 20-F.

 RESPONSE: Updated disclosure has been added on
pages 5 and 6 of the Amended Registration Statement to include the related party transaction involving Haoju Artificial Intelligence Technology
Co., Ltd., as well as the other related party transactions for the period specified in Item 7 of Form 20-F.

 3. Please provide us with your analysis explaining why the sale of ownership in your apartment rental
business and subsequent acquisition of insuretech business did not require shareholder approval or registration under Rule 145 of the
Securities Act.

 RESPONSE: Rule 145(a) provides that an "offer,"
"offer to sell," "offer for sale," or "sale" shall be deemed to be involved, within the meaning of
Section 2(3) of the Securities Act of 1933, so far as security holders of a corporation are concerned, where pursuant to statutory provisions
of the jurisdiction under which such corporation is organized, or pursuant to provisions contained in its certificate of incorporation
or similar controlling instruments, or otherwise, there is submitted for the vote or consent of such security holders a plan or agreement
for (1) certain reclassifications of securities, (2) statutory mergers, consolidations, or similar plans of acquisition, or (3) certain
transfers of assets in exchange for securities. A key element of Rule 145(a) is whether a plan or agreement is submitted, or required
to be submitted, for the vote or consent of security holders under the laws of the jurisdiction where the company is organized. The Company
is a Cayman Islands holding company. After consulting with Conyers Dill & Pearman, its special legal counsel as to Cayman Islands
law, the Company determined that no shareholder vote was required in connection with the disposal of the apartment rental business or
the acquisition of the insuretech business. Accordingly, Rule 145 was not implicated by either transaction.

 4. Based on your response to our
 prior comment 1 to our letter dated September 17, 2025, it appears that you have sold 25,770,000
 ADSs since December 2023. Please provide us with detailed legal analysis as to your Form
 F-3 eligibility at each of the three takedowns in 2024 and 2025. Please clarify how you concluded
 that you were eligible to sell 13.9 million ADSs on December 19, 2024, 2 million ADSs on
 March 18, 2025 and 9.87 million ADSs on April 18, 2025. Please be detailed as to what your
 public float was at each of the referenced takedowns and detail the timeliness of all applicable
 updates to your financial statements.

 RESPONSE: Set forth below are the Company's calculations of the
public float at each of the referenced takedowns.

 Date
 Issued and Outstanding ADSs held by Non-Affiliates
 Price Per ADS
 Date of the Price
 Public float
 ≥ $75.0M
 Availability
 Financing Amount

 19-Dec-2024
 121,863,154
 $ 1.20
 24-Sep-2024
 $ 146,235,784.80
 Y
 N/A
 $ 8,517,200.00

 18-Mar-2025
 19,993,158
 $ 0.99
 14-Feb-2025
 $ 19,793,226.42
 N
 $ 6,597,742.14
 $ 481,120.00

 18-Apr-2025
 21,993,158
 $ 1.11
 4-Apr-2025
 $ 24,412,405.38
 N
 $ 7,656,348.46
 $ 1,195,976.00

 Regarding the Company's financial statements,
in accordance with the guidance set forth in Section 6230.1 of the Financial Reporting Manual, the Company confirms that at the time of
each takedown the Company's annual audited financial statements were not more than 15 months old, and the Company's unaudited
interim financial statements to be not more than nine months old. In particular, prior to the December 19, 2024 takedown, the Company
had filed its annual financial statements for FY 2023 in its Form 20-F filed on February 9, 2024 and its half year results for the period
ended March 31, 2024 on August 21, 2024. Prior to the March 18, 2025 and April 18, 2025 takedowns, the Company had filed its annual financials
for FY 2024 in its Form 20-F filed on January 22, 2025.

 ***

 March 11, 2026
Page 3

 Should you have any questions regarding the foregoing,
please do not hesitate to contact Marc Rivera at (202) 350-3643.

 Best regards,

 Marc Rivera

 MR

CORRESP
 1
 filename1.htm

 XChange TEC.INC

 March 11, 2026

 VIA EMAIL

 Division of Corporation Finance
Office of Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-6010

 Re:

 XChange TEC.INC
 Form 20-F for Fiscal Year Ended September 30, 2024
 Response dated September 26, 2025
 Form 20-F for Fiscal Year Ended September 30, 2025
 File No. 001-39111

 Ladies and Gentlemen:

 This letter is in response
to the letter dated March 2, 2026 from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission")
addressed to XChange TEC.INC (the "Company," "we," and "our"). For ease of reference, we have recited
the Commission's comments in this response and numbered them accordingly.

 Form 20-F for Fiscal Year Ended September 30, 2025

 General

 1.
 Please provide us with your analysis explaining why the sale of ownership in your apartment rental business and subsequent acquisition of insuretech business did not require shareholder approval or registration under Rule 145 of the Securities Act.

 Response : Rule
145(a) provides that an "offer," "offer to sell," "offer for sale," or "sale" shall be
deemed to be involved, within the meaning of Section 2(3) of the Securities Act of 1933, so far as security holders of a corporation are
concerned, where pursuant to statutory provisions of the jurisdiction under which such corporation is organized, or pursuant to provisions
contained in its certificate of incorporation or similar controlling instruments, or otherwise, there is submitted for the vote or consent
of such security holders a plan or agreement for (1) certain reclassifications of securities, (2) statutory mergers, consolidations, or
similar plans of acquisition, or (3) certain transfers of assets in exchange for securities. A key element of Rule 145(a) is whether a
plan or agreement is submitted, or required to be submitted, for the vote or consent of security holders under the laws of the jurisdiction
where the company is organized. The Company is a Cayman Islands holding company. After consulting with Conyers Dill & Pearman, its
special legal counsel as to Cayman Islands law, the Company determined that no shareholder vote was required in connection with the disposal
of the apartment rental business or the acquisition of the insuretech business. Accordingly, Rule 145 was not implicated by either transaction.

 Signatures, page 107

 2.
 We note your response to prior comment 13 and that your signatures were included prior to the financials statements. The signatures should appear at the end of the Annual Report on Form 20-F following the included financial statements. Please revise in future filings.

 Response : We
respectfully advise the Staff that we will revise as required in future filings.

 We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna Wang, Esq., of Robinson
& Cole LLP, at (212) 451-2942.

 [Signature Page Follows]

 Very truly yours,

 By:
 /s/ Jiaxing Chang

 Jiaxing Chang

 Chief Financial Officer

 cc:

 Anna Wang, Esq.
 Robinson & Cole LLP

 Marc Rivera, Esq.
 ArentFox Schiff LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 2, 2026

Jiaxing Chang
Chief Financial Officer
XChange TEC.INC
Room 613, No.259, Guoxia Road
Yangpu District, Shanghai, 200433
People s Republic of China

 Re: XChange TEC.INC
 Form 20-F for Fiscal Year Ended September 30, 2024
 Response dated September 26, 2025
 Form 20-F for Fiscal Year Ended September 30, 2025
 File No. 001-39111
Dear Jiaxing Chang:

 We have reviewed your filings and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended September 30, 2025
General

1. Please provide us with your analysis explaining why the sale of
ownership in your
 apartment rental business and subsequent acquisition of insuretech
business did not
 require shareholder approval or registration under Rule 145 of the
Securities Act.
Signatures, page 107

2. We note your response to prior comment 13 and that your signatures were
included prior
 to the financials statements. The signatures should appear at the end of
the Annual
 Report on Form 20-F following the included financial statements. Please
revise in future
 filings.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 March 2, 2026
Page 2

 Please contact Lory Empie at 202-551-3714 or Michael Volley at
202-551-3437 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601 with any
other
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
cc: Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 4, 2026

Zhichen Sun
Chief Executive Officer
XChange TEC.INC
Room 613, No.259, Guoxia Road
Yangpu District, Shanghai, 200433
People s Republic of China

 Re: XChange TEC.INC
 Amendment No 1. to
 Registration Statement on Form F-3
 Filed October 29, 2025
 File No. 333-290136
Dear Zhichen Sun:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our September 25, 2025
letter.

Registration Statement on Form F-3
General

1. We note your response to prior comment 1 to our letter dated September
17, 2025 related
 to your Annual Report on Form 20-F for the fiscal year ended September
30,
 2024. Based on your response it appears that you have sold 25,770,000
ADSs since
 December 2023, the date when your business changed from
"technology-driven long-
 term apartment rental platform in China" to the "insurance agency and
insurance
 technology business" in the PRC. Please provide us with legal analysis
as to why the
 acquisition of the new insuretech business did not constitute a
fundamental change that
 required you to file a post-effective amendment to the registration
statement on Form F-
 3, file no. 333-258187, to continue to make sales off of that
registration statement.
 February 4, 2026
Page 2

2. We note your responses to prior comments 8 and 11 in our letter dated
September 17,
 2025 related to your Annual Report on Form 20-F for the fiscal year
ended September
 30, 2024. We also note that the prior transaction with Haoju Artificial
Intelligence
 Technology Co., Ltd. was a related party transaction. Please revise the
registration
 statement to include this related party transaction, as well as other
related party
 transactions for the period specified in Item 7 of Form 20-F.
3. Please provide us with your analysis explaining why the sale of
ownership in your
 apartment rental business and subsequent acquisition of insuretech
business did not
 require shareholder approval or registration under Rule 145 of the
Securities Act.
4. Based on your response to our prior comment 1 to our letter dated
September 17, 2025, it
 appears that you have sold 25,770,000 ADSs since December 2023. Please
provide us
 with detailed legal analysis as to your Form F-3 eligibility at each of
the three takedowns
 in 2024 and 2025. Please clarify how you concluded that you were
eligible to sell 13.9
 million ADSs on December 19, 2024, 2 million ADSs on March 18, 2025 and
9.87
 million ADSs on April 18, 2025. Please be detailed as to what your
public float was at
 each of the referenced takedowns and detail the timeliness of all
applicable updates to
 your financial statements.
 Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at
202-551-3601 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ArentFox Schiff LLP

 1717 K Street, NW
Washington, DC 20006

 202.857.6000 main

 202.857.6395 fax

 afslaw.com

 Marc Rivera

 Partner

 202.350.3643 direct

 marc.rivera@afslaw.com

 October 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, NE

 Washington, DC 20549

 Attention: Aisha Adegbuyi and Tonya Aldave

 Re:
 XChange TEC.INC.

 Registration Statement on Form F-3

 Filed September 9, 2025

 File No. 333-290136

 Ladies and Gentlemen:

 This letter is being submitted
on behalf of XChange TEC.INC (the " Company ") in response to the comment letter, dated September 25, 2025, of the staff
of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
with respect to Registration Statement on Form F-3 filed on September 9, 2025 (the " Registration Statement "). Concurrently
with this response, the Company has filed Amendment No. 1 to the Registration Statement on Form F-3/A pursuant to the Staff's comments
(the " Amended Registration Statement ").

 Registration Statement on Form F-3

 General

 1. Please provide us with your
analysis regarding the Form F-3 eligibility, addressing both the minimum public float requirement and the timeliness of your current
and periodic reports during the last 12 months. As it relates to timeliness, we note that you filed a current report on Form
6-K on September 3, 2025, seeking to incorporate by reference a prior Form F-3 for the period stated as March 31, 2025. Because
that Form 6-K does not appear to be timely filed, please explain why you believe you are eligible to use Form F-3. In the
alternative, please refile your registration statement to an appropriate form. See General Instructions I.B.1 and I.A.2 to
Form F-3.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company
satisfies General Instruction I.B.1 to Form F-3 based on a total of 46,604,623 ADSs outstanding held by non-affiliates as of the date
of this response and a principal market closing price of $1.62 on September 16, 2025, resulting in a public float equal to approximately
$75.5 million, which exceeds the $75 million threshold.

 Additionally, the Company satisfies
General Instruction I.A.2 to Form F-3 because the Company has filed in a timely manner all reports required to be filed pursuant to the
Exchange Act during the twelve calendar months and the portion of the current month preceding the filing of the Registration Statement.
Pursuant to General Instruction B to Form 6-K, a Form 6-K is required to be furnished promptly after the material contained in the report
is made public. The Company confirms that the material contained in its report on Form 6-K furnished on September 3, 2025 was the first
and only instance in which the material contained in the report was made public. As a result, the Company's Form 6-K was timely
furnished.

 Smart In
Your World ®

 October 29, 2025

 Page 2

 2. We note that you recently
filed two current reports on Form 6-K dated September 3, 2025 and September 24, 2024, incorporating by reference your prior registration
statement on Form F-3. We also note prospectus supplement on Form 424B5 filed on September 24, 2024. Please tell us whether
you sold any securities pursuant to your registration statement on Form F-3 file no. 333-258187 since December 2023. If you
made sales, please tell us the dates and number of securities sold.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company
sold the following securities under the registration statement on Form F-3 file no. 333-258187 since December 2023:

 Date

 Number of Securities

 December 19, 2024

 13,900,000 American depositary shares ("ADSs")

 March 18, 2025

 2,000,000 ADSs

 April 18, 2025

 9,870,000 ADSs

 Total

 25,770,000 ADSs

 The Company further confirms that all sales of
the above securities were made pursuant to the committed equity facility with VG Master Fund SPC as disclosed in the Company's Prospectus
Supplement filed on September 24, 2024.

 3. Please refer to staff
comment letter dated September 17, 2025 on your Annual Report on Form 20-F for Fiscal Year ended September 30, 2024, and make corresponding
changes to this registration statement, as applicable.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that it has incorporated
the corresponding changes addressed in the Staff comment letter relating to the Company's Annual Report on Form 20-F.

 October 29, 2025

 Page 3

 Cover Page

 4. Please revise to provide
prominent disclosure about the legal and operational risks associated with being based in or having the majority of the Company's
operations in China. Your disclosure should address how recent statements and regulatory actions by China's government,
such as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the Company's
ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the following
prominent disclosure has been added on the cover page to the Amended Registration Statement:

 " INVESTORS PURCHASING
SECURITIES IN THIS OFFERING ARE PURCHASING SECURITIES OF XCHANGE TEC, THE CAYMAN ISLANDS HOLDING COMPANY RATHER THAN SECURITIES OF XCHANGE
TEC'S SUBSIDIARIES THAT HAVE SUBSTANTIVE BUSINESS OPERATIONS IN CHINA.

 XChange TEC.INC is not a Chinese
operating company but rather a holding company incorporated in the Cayman Islands. Because XChange TEC has no business operations of its
own, we conduct our business through our operating subsidiaries, primarily in China. This structure involves unique risks to investors
and you may never directly hold equity interests in XChange TEC's operating entities. You are specifically cautioned that there
are significant legal and operational risks associated with being based in or having the majority of operations in China,
including that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United
States, or Chinese or United States regulations may materially and adversely affect our business, financial condition, results of operations
and the market price of XChange TEC's securities. Moreover, the Chinese government may exercise significant oversight and discretion
over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change
in our operations and/or the value of the securities being registered for sale or could significantly limit or completely hinder XChange
TEC's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless. For a detailed description of risks related to the holding corporate structure, "Item 3. Key Information-D.
Risk Factors-Risks Related to Doing Business in China-Substantial uncertainties exist with respect to the interpretation and
implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance
and business operations" beginning on page 43 of our Form 20-F for FY 2024, which is incorporated herein by reference.

 Specifically, the government of
China (which is also referred to as "PRC") recently initiated a series of regulatory actions and made a number of public statements
on the regulation of business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision
over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
reviews, and expanding efforts in anti-monopoly enforcement. We do not believe that our subsidiaries in Hong Kong or mainland China are
directly subject to these regulatory actions or statements, as we have not carried out any monopolistic behavior and our business does
not involve the collection of personal information or implicate national security. However, since these statements and regulatory actions
by the PRC government are newly published and detailed official guidance and related implementation rules have not been issued or taken
effect, uncertainties exist as to how soon the regulatory bodies in China will finalize implementation measures, and the impacts the modified
or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list securities on
an U.S. or other foreign exchange. "

 October 29, 2025

 Page 4

 Our Holding
Company Structure and Contractual Arrangement, page 8

 5. We note your disclosure
that "XChange TEC.INC. is not an operating company but a Cayman Islands holding company. Our operations are primarily
conducted through our PRC subsidiaries and other consolidated entities." Please revise to clarify that you are not a
Chinese operating company. Further, explain whether the VIE structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the following
disclosure has been added on page 8 of the Amended Registration Statement:

 "XChange TEC.INC
is not a Chinese operating company but a Cayman Islands holding company. Our operations are primarily conducted through
our PRC subsidiaries, other consolidated entities, and our contractual arrangements with VIEs. We use a VIE structure to provide
investors exposure to China-based operating companies where direct foreign investment is, or could become, restricted or prohibited by
PRC law. Investors in our ADSs thus are purchasing equity interest in a Cayman Islands holding company and not in our Chinese
operating entity."

 Risk Factors, page 19

 6. We note your disclosure
in your Annual Report on Form 20-F for Fiscal Year ended September 30, 2024 related to your Nasdaq delisting notice and that your extension
to comply with the requirement to maintain a minimum market value of listed securities appears to have passed as of May 12, 2025. Please
revise here and in the "About this Prospectus" section to discuss the status of your Nasdaq listing and any applicable developments
related to the delisting notice.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that a risk factor
has been added on page 19 and a discussion of the status of the Nasdaq listing has been added to the Prospectus Summary section of the
Amended Registration Statement.

 * * *

 October 29, 2025

 Page 5

 Should you have any questions regarding the foregoing,
please do not hesitate to contact Marc Rivera at (202) 350-3643.

 Sincerely,

 ARENTFOX SCHIFF LLP

 /s/ Marc Rivera

 By: Marc Rivera

 Enclosures

 cc: Zhichen Sun, XChange TEC.INC

CORRESP
1
filename1.htm

XChange TEC.INC

September 26, 2025

VIA EMAIL

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

    Re:

    XChange TEC.INC

    Form 20-F for Fiscal Year Ended September 30, 2024

    Filed January 22, 2025

    File No. 001-39111

Ladies and Gentlemen:

This letter is in response
to the letter dated September 17, 2025 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to XChange TEC.INC (the “Company,” “we,” and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly.

Form 20-F for Fiscal Year Ended September 30, 2024

General

    1.
    We note that you recent filed two current reports on Form 6-K dated September 3, 2025 and September 24, 2024, incorporating by reference your prior registration statement on Form F-3. We also note prospectus supplement on Form 424B5 filed on September 24, 2024. Please tell us if you sold any securities pursuant to your registration statement on Form F-3 file no. 333-258187 since December 2023. If you made sales, please tell us the dates and number of securities sold.

Response:
We respectfully advise the Staff that the Company sold the following securities under the registration statement on Form F-3 file
no. 333-258187 since December 2023:

    Date
    Number of Securities

    December 19, 2024
    13,900,000 American depositary shares (“ADSs”)

    March 18, 2025
    2,000,000 ADSs

    April 18, 2025
    9,870,000 ADSs

    Total
    25,770,000 ADSs

    2.
    In future filings, please revise to describe briefly why you sold the previous rental apartment business and how you decided to acquire your insurance related business. Please include proposed draft disclosure in your response. In addition, tell us in your response letter why you were not required to obtain shareholder approval for the sale of the old business or the acquisition of the insurance business or advise if and how shareholder approval has been obtained.

Response: In
future filings, we will add the following disclosures in connection with the sale of the rental apartment business and the acquisition
of the insurance related business (collectively, the “Transactions”):

“At that time, Company’s
rental apartment business was failing to meet performance expectations, operating at a financial loss, while market conditions remained
unfavorable. Meanwhile, China’s insurance industry was experiencing steady growth. After careful deliberation, the Company’s
management team decided to pursue a business transformation.”

We respectfully advise the
Staff that based on the Company’s understanding, shareholder approval for the Transactions is not required under the Nasdaq Listing
Rules, the applicable Cayman Islands laws, or the Company’s then effective memorandum and articles of association. Therefore, the
Company did not obtain shareholder approval for the Transactions.

    3.
    Please tell us whether you have issued or plan to issue shares to prior shareholders of Alpha Mind. In this regard we note your disclosure on page 9 that you “intend to pay the rest of the Notes by either using the cash flow generated by [your] operation or through debt or equity offerings or loans.” Please include proposed draft disclosure in your response.

Response: We
respectfully advise the Staff that, as disclosed in the Company’s Current Report on Form 6-K dated June 6, 2024, the Company has
issued the following securities to Burgeon Capital Inc (“Burgeon Capital”), one of the two prior shareholders of Alpha Mind
Technology Limited (“Alpha Mind”), as the repayment by the Company to Burgeon Capital of all outstanding principal amount
and accrued interest under a promissory note with a total amount of US$27,342,000:

    Name
    Date
    Number of Securities

    Burgeon Capital Inc
    June 6, 2024
    58,590,000,000,000 Class A ordinary shares*

* By May 9, 2025, the Company
had completed a series of corporate actions, including a share consolidation, capital reduction, and share subdivision. As a result, such
58,590,000,000,000 Class A ordinary shares shall equal to 585,900,000 Class A ordinary shares as of the date of this response letter.

The Company has not issued
any securities to MMTEC, Inc. (“MMTEC”), the other prior shareholder of Alpha Mind.

As previously disclosed in
the Company’s Current Report on Form 6-K dated April 23, 2025, the Company, MMTEC, who was the then holder of a promissory note
issued by the Company in the original principal amount of US$153,000,000 (the “Original Note”), and Infinity Asset Solutions
Ltd. (“Infinity Asset”), entered into a Note Purchase Agreement (the “Agreement”) on April 23, 2025, pursuant
to which Infinity Asset purchased from MMTEC, a portion of the Original Note representing US$51,988,242 of the total US$153,738,529 of
the unpaid principal and accrued and unpaid interest under the Original Note. The portion of the Original Note purchased by Infinity Asset
is hereinafter referred to as the “Note.”

As previously disclosed in
the Company’s Current Report on Form 6-K dated May 12, 2025, the Company and Infinity Asset entered into a share subscription agreement
and a payoff letter (collectively, the “Conversion Documents”) on May 9, 2025, pursuant to which, the Company issued the following
securities to Infinity Asset, as the repayment by the Company to Infinity Asset of all outstanding principal amount and accrued interest
under the Note with a total amount of US$51,988,242:

    Name
    Date
    Number of Securities

    Infinity Asset Solutions Ltd.
    May 9, 2025
    108,027,515,844 Class A ordinary shares

In future filings, we will
add the following disclosures:

“To date, the
Company has paid off a total principal amount of US$77,000,000 by issuing Class A ordinary shares of the Company to the noteholders.
The Company intends to pay the rest of the promissory notes by either using the cash flow generated by the Company’s operation
or through debt or equity offerings or loans; however, depending on market conditions, the Company may also choose to pay a portion
of the promissory notes through issuance of Class A ordinary shares.”

    2

Cover page

    4.
    In future filings, disclose the location of your auditor’s headquarters. Please include proposed draft disclosure in your response.

Response: In
future filings, we will add the following disclosure of the auditor’s location, under appropriate sections of such filings:

“Our auditor, Onestop
Assurance PAC, is headquartered in Singapore.”

Risk Factors

We are subject to customer concentration
risk, page 12

    5.
    We note your disclosure about the concentration from specific geographical areas. In future filings, revise here and in your business section, to include a discussion of the specific geographic concentrations for your policies, as applicable. Please include proposed draft disclosure in your response.

Response: In
future filings, we will add the following disclosure to the Risk Factors and the Business sections:

“We face concentration
from specific geographical regions. A significant amount of our commission received of our policies sold are located in three provinces
in Northern China, which collectively contributed over 50% of our commission revenue in 2022, 2023 and 2024. The breakdown of revenue
contribution from these provinces is set forth below:

    Province
    Percentage of Revenue Contribution

    FY 2022
    FY 2023
    FY 2024

    Tianjin
    33.40%
    27.66%
    21.65%

    Shandong
    13.88%
    19.13%
    21.19%

    Anhui
    13.64%
    14.21%
    11.84%

Factors such as localized
economic downturn, or new regulations imposed by local authorizes, or any adverse event or circumstances unique to these regions could
have an impact on our overall business.”

If we fail to meet the applicable listing requirements, NASDAQ
may delist, page 32

    6.
    We note your disclosure related to the Nasdaq delisting notice and that your extension to comply with the requirement to maintain a minimum market value of listed securities appears to have passed as of May 12, 2025. Please tell us the status of your Nasdaq listing and any applicable developments related to the delisting notice since the filing of your annual report on Form 20-F and include proposed draft disclosure in your response.

Response: We
respectfully advise the Staff that, as previously disclosed in the Company’s Current Reports on Form 6-K dated June 12, 2025 and
September 3, 2025, the Company has regained compliance with the requirement to maintain a minimum Market Value of Listed Securities of
US$35 million as set forth under Nasdaq Listing Rule 5550(b)(2).

In future filings, we will
add the following disclosure:

“On June 11, 2025, the
Company received a notice from The Nasdaq Stock Market LLC stating that the Company has regained compliance with the requirement to maintain
a minimum Market Value of Listed Securities of $35 million as set forth under Nasdaq Listing Rule 5550(b)(2) for continued listing on
The Nasdaq Capital Market.”

    3

Your rights to pursue claims against us and the depositary,
page 36

    7.
    Please tell us and in future filings disclose clearly whether or not the arbitration provision applies to claims brought under the federal securities laws.

Response: We
respectfully advise the Staff that, based on our understanding of the deposit agreement, we believe the optional arbitration provision
in the deposit agreement would apply to claims brought under federal securities laws, if the claimants elect to submit their claims to
arbitration.

In future filings, we will
revise the existing disclosure to read as follows:

“Your rights to
pursue claims against us and the depositary as a holder of ADSs are limited by the terms of the deposit agreement.

The deposit agreement governing
the ADSs representing our Class A ordinary shares provides that ADS holders, including purchasers of ADSs in secondary market transactions
and the depositary have the right to elect to have any claim they may have against us arising out of or relating to our Class A ordinary
shares or ADSs or the deposit agreement settled by arbitration in New York, New York rather than in a court of law, and to have any judgment
rendered by the arbitrators entered in any court having jurisdiction. An arbitral tribunal in any such arbitration would not have the
authority to award any consequential, special, or punitive damages and its award would have to conform to the provisions of the deposit
agreement. The deposit agreement does not give us the right to require that any claim, whether brought by us or against us, be arbitrated.
We believe that an optional contractual arbitration provision is generally enforceable, including under the laws of the State of New York,
which govern the deposit agreement.

No condition or provision
of the deposit agreement or ADSs serves as a waiver by any owner or holder of ADSs, including purchasers of ADSs in secondary market transactions,
or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations
promulgated thereunder. Therefore, in the event that there are claims brought under federal securities laws against us or the depositary
brought by any holder or owner of ADSs, including purchasers of ADSs in secondary market transactions, such claims may be submitted to
arbitration pursuant to the arbitration provision in the deposit agreement, or may be brought in a court of competent jurisdiction, at
the election of the claimant.

By agreeing to such optional
arbitration provision, you will not be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws
and the rules and regulations promulgated thereunder.”

Item 4. Information on the company

A. History and Development of the Company, page 41

    8.
    Please revise this section in future filings to state clearly that you sold your equity interest in Haoju Artificial Intelligence Technology Co., Ltd. to a related party. Include this transaction in the related party transaction section or tell us why it is not required. Refer to Item 7.B. of Form 20-F. Please include proposed draft disclosure in your response.

Response: In
response to the Staff’s comment, in future filings, we will add in the related party transaction section the following disclosure
in connection with the sale of Haoju Artificial Intelligence Technology Co., Ltd.:

“Transaction with Wangxiancai
Limited

On October 26, 2021,
December 17, 2021, and October 31, 2023, we transferred all of our equity interest in Q&K Investment Consulting (the
“Former WFOE”), Qingke (China) Limited (“Q&K HK”), and Haoju Artificial Intelligence Technology Co.,
Ltd. (“Haoju”), respectively, to Wangxiancai Limited (the “Equity Transfer”), which was beneficially owned by
the legal representative and executive director of one of our subsidiaries, a related party, for nominal consideration. The
consideration was nominal value because Q&K HK, the Former WFOE and Haoju were loss-making and had net liabilities and the
possibility that they would generate cash flow in the future was minimal considering (i) decreasing demand for long-term rental
apartments in areas they operated due to population outflow from these areas; and (ii) increasing operating costs as a percentage of
revenue as it had incurred certain fixed costs and experienced decreasing revenue streams. The Former WFOE was a wholly owned
subsidiary of Q&K HK, and had a series of contractual arrangements with our former variable interest entity, Shanghai Qingke
E-commerce Co., Ltd. through which we carried out certain rental apartment operation business prior to the Equity Transfer. The
Equity Transfer was performed to dedicate our business resources to operate higher-quality rental apartments through our
subsidiaries in China. Wangxiancai Limited ceased to be a related party of the Company in October 2023.”

    4

    9.
    We note that the website you included in the second paragraph on page 43, appears to be for a company that is not referenced in this filing or your list of principal subsidiaries filed as Exhibit 8.1. In future filings, please revise your disclosure to include your website. Please include proposed draft disclosure in your response.

Response: We
respectfully advise the Staff that the website https://ir.xhghk.com, which was disclosed in the Form 20-F for Fiscal Year Ended
September 30, 2024 (the “2024 20-F”), has been fixed and now properly reflects the Company’s information.

In future filings, the following
disclosure already in the 2024 20-F will be retained:

“Investors should submit
any inquiries to the address and telephone number of our principal executive offices. Our main website is https://ir.xhghk.com The information
contained on our website is not a part of this annual report.”

B. Business Overview

Our Business, page 43

    10.
    We note your disclosure on page 43 that “Alpha Mind introduced the SaaS platform in 2023. This technological advancement has streamlined and popularized [your] insurance agency business, enhancing accessibility and convenience for [your] customers.” Please confirm that in future filings you will explain how this platform has streamlined and popularized your insurance business given your disclosure on page 13 where you state that the platform has not generated any revenues to date. Please include proposed draft disclosure in your response.

Response: In
response to the Staff’s comment, we hereby confirm that the following disclosure in connection with the SaaS platform will be added
in future filings:

“This SaaS platform
functions as an internal operational management system designed to enhance the efficiency and scalability of insurance operati

September 25, 2025
Zhichen Sun
Chief Executive Officer
XChange TEC.INC
Room 613, No.259, Guoxia Road
Yangpu District, Shanghai, 200433
People’s Republic of China
Re:XChange TEC.INC
Registration Statement on Form F-3
Filed September 9, 2025
File No. 333-290136
Dear Zhichen Sun:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.Please provide us with your analysis regarding the Form F-3 eligibility, addressing
both the minimum public float requirement and the timeliness of your current and
periodic reports during the last 12 months. As it relates to timeliness, we note that you
filed a current report on Form 6-K on September 3, 2025, seeking to incorporate by
reference a prior Form F-3 for the period stated as March 31, 2025. Because
that Form 6-K does not appear to be timely filed, please explain why you believe you
are eligible to use Form F-3. In the alternatively, please refile your registration
statement to an appropriate form. See General Instructions I.B.1 and I.A.2 to Form F-
3.

September 25, 2025
Page 2
2.We note that you recent filed two current reports on Form 6-K dated September 3,
2025 and September 24, 2024, incorporating by reference your prior registration
statement on Form F-3. We also note prospectus supplement on Form 424B5 filed on
September 24, 2024. Please tell us whether you sold any securities pursuant to your
registration statement on Form F-3 file no. 333- 258187 since December 2023. If you
made sales, please tell us the dates and number of securities sold.
3.Please refer to staff comment letter dated September 17, 2025 on your Annual Report
on Form 20-F for Fiscal Year Ended September 30, 2024, and make corresponding
changes to this registration statement, as applicable.
Cover page
4.Please revise to provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities
and data security or anti-monopoly concerns, have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other
foreign exchange.
Our Holding Company Structure and Contractual Arrangement, page 8
5.We note your disclosure that "XChange TEC.INC is not an operating company but a
Cayman Islands holding company. Our operations are primarily conducted through
our PRC subsidiaries and other consolidated entities." Please revise to clarify that you
are not a Chinese operating company. Further, explain whether the VIE structure is
used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies.
Risk Factors, page 19
6.We note your disclosure in your Annual Report on Form 20-F for Fiscal Year Ended
September 30, 2024 related to your Nasdaq delisting notice and that your extension to
comply with the requirement to maintain a minimum market value of listed securities
appears to have passed as of May 12, 2025. Please revise here and in the "About this
Prospectus" section to discuss the status of your Nasdaq listing and any applicable
developments related to the delisting notice.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 25, 2025
Page 3
            Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Marc Rivera, Esq.

September 17, 2025
Jiaxing Chang
Chief Financial Officer
XChange TEC.INC
No. 801, Building 1
1136 Xinzha Road
JingAn District, Shanghai, 200041
People’s Republic of China
Re:XChange TEC.INC
Form 20-F for Fiscal Year Ended September 30, 2024
Filed January 22, 2025
File No. 001-39111
Dear Jiaxing Chang:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended September 30, 2024
General
1.We note that you recent filed two current reports on Form 6-K dated September 3,
2025 and September 24, 2024, incorporating by reference your prior registration
statement on Form F-3. We also note prospectus supplement on Form 424B5 filed on
September 24, 2024. Please tell us if you sold any securities pursuant to your
registration statement on Form F-3 file no. 333-258187 since December 2023. If you
made sales, please tell us the dates and number of securities sold.
2.In future filings, please revise to describe briefly why you sold the previous rental
apartment business and how you decided to acquire your insurance related business.
Please include proposed draft disclosure in your response. In addition, tell us in your
response letter why you were not required to obtain shareholder approval for the sale
of the old business or the acquisition of the insurance business or advise if and how
shareholder approval has been obtained.

September 17, 2025
Page 2
3.Please tell us whether you have issued or plan to issue shares to prior shareholders of
Alpha Mind. In this regard we note your disclosure on page 9 that you "intend to pay
the rest of the Notes by either using the cash flow generated by [your] operation or
through debt or equity offerings or loans." Please include proposed draft disclosure in
your response.
Cover page
4.In future filings, disclose the location of your auditor’s headquarters. Please include
proposed draft disclosure in your response.
Risk Factors
We are subject to customer concentration risk, page 12
5.We note your disclosure about the concentration from specific geographical areas. In
future filings, revise here and in your business section, to include a discussion of the
specific geographic concentrations for your policies, as applicable. Please include
proposed draft disclosure in your response.
If we fail to meet the applicable listing requirements, NASDAQ may delist, page 32
6.We note your disclosure related to the Nasdaq delisting notice and that your extension
to comply with the requirement to maintain a minimum market value of listed
securities appears to have passed as of of May 12, 2025. Please tell us the status of
your Nasdaq listing and any applicable developments related to the delisting notice
since the filing of your annual report on Form 20-F and include proposed draft
disclosure in your response.
Your rights to pursue claims against us and the depositary, page 36
7.Please tell us and in future filings disclose clearly whether or not the arbitration
provision applies to claims brough under the federal securities laws.
Item 4. Information on the company
A. History and Development of the Company, page 41
8.Please revise this section in future filings to state clearly that you sold your equity
interest in Haoju Artificial Intelligence Technology Co., Ltd. to a related party.
Include this transaction in the related party transaction section or tell us why it is not
required. Refer to Item 7.B. of Form 20-F. Please include proposed draft disclosure in
your response.
9.We note that the website you included in the second paragraph on page 43, appears to
be for a company that is not referenced in this filing or your list of
principal subsidiaries filed as Exhibit 8.1. In future filings, please revise your
disclosure to include your website. Please include proposed draft disclosure in your
response.
B. Business Overview
Our Business, page 43
We note your disclosure on page 43 that "Alpha Mind introduced the SaaS platform in 10.

September 17, 2025
Page 3
2023. This technological advancement has streamlined and popularized [your]
insurance agency business, enhancing accessibility and convenience for [your]
customers." Please confirm that in future filings you will explain how this platform
has streamlined and popularized your insurance business given your disclosure on
page 13 where you state that the platform has not generated any revenues to date.
Please include proposed draft disclosure in your response.
Item 7. Major Shareholders and Related Party Transactions
B. Related Party Transactions, page 83
11.In future filings, revise the related party transactions section to include related party
transactions for the last three fiscal years and up to the latest practicable date. For each
transaction, identify the related party and its relationship to you, and the amount of the
transaction. In addition, please ensure that all applicable related party transactions
included in your financial statements for the relevant period of time are also included
in this section of your future filings. Please include proposed draft disclosure in your
response.
Part III
Item 19. Exhibits, page 101
12.We note that in connection with the acquisition of Alpha Mind you signed a
promissory note in the amount of $180 million. In future filings, please file it as an
exhibit to your annual report or tell us why you are not required to do so. In addition,
tell us if signing of the promissory note was an arms-length transaction. If not,
identify the selling shareholders of Alpha Mind who are the beneficiaries under the
promissory note. Refer to Instruction 4(a) to Item 19 of Form 20-F. Please include
proposed draft disclosure in your response.
Signatures, page 104
13.In future filings, please include the signatures prior to the financial statements starting
on page F-1. Please include proposed draft disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Marc Rivera, Esq.