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United States securities and exchange commission logo





                               May 6, 2024

       Houqi Zhang
       Chief Executive Officer
       Autozi Internet Technology (Global) Ltd.
       Building B09, Intelligence Park No. 26
       Yongtaizhuang North Road
       Haidian District, Beijing, China

                                                        Re: Autozi Internet
Technology (Global) Ltd.
                                                            Amendment No. 4 to
Registration Statement on Form F-1
                                                            Filed April 25,
2024
                                                            File No. 333-273166

       Dear Houqi Zhang:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              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 April 11, 2024
letter.

       Amendment No. 4 to Registration Statement on Form F-1 filed April 25,
2024

       Exhibit Index, page II-5

   1.                                                   The legal opinion filed
as Exhibit 5.1 opines upon "the offering by the Company of certain
                                                        class A ordinary shares
of par value of US$0.0001 per share." However, it appears that the
                                                        par value of the Class
A ordinary shares being offered is $0.000001, and the registration
                                                        statement now seeks to
register both a primary offering of shares by the company and a
                                                        separate resale
offering of shares by selling shareholders. Prior to effectiveness, please file
                                                        a revised legal opinion
that reflects the correct par value and the shares being offered in
                                                        the resale offering.
 Houqi Zhang
FirstName  LastNameHouqi    Zhang Ltd.
Autozi Internet Technology (Global)
Comapany
May  6, 2024NameAutozi Internet Technology (Global) Ltd.
May 6,
Page 2 2024 Page 2
FirstName LastName
Resale Prospectus Cover Page, page ALT

2.       We note your disclosure that no sales pursuant to the resale
prospectus may take place
         until your underwritten initial public offering has closed and your
Class A ordinary shares
         have been listed on Nasdaq. However, your statement that "the Selling
Shareholders will
         sell at a price between US$4.00 and US$5.00 per Class A ordinary
share" suggests that
         the selling shareholders intend to sell before the initial public
offering has closed. Please
         revise here and elsewhere as appropriate for clarity. Additionally,
please revise your
         disclosure in footnote 1 on page ALT-3 that the public offering will
take place
         "concurrently," as it appears that the selling shareholders will sell
their shares only after
         the public offering has closed.
3.       Please revise the alternate front cover page of the resale prospectus
to include the China-
         based issuer disclosure that is provided on the front cover page of
the public offering
         prospectus.
Selling Shareholders, page ALT-3

4.       Please revise to disclose the nature of any position, office, or other
material relationship
         which any selling shareholder and/or the persons who have control over
the selling
         shareholders have had within the past three years with the registrant
or any of its
         predecessors or affiliates. Refer to Item 507 of Regulation S-K and
Regulation S-K
         Compliance and Disclosure Interpretations Question 140.02.
General

5.       We note your addition of the resale prospectus to the registration
statement. Given the size
         of the resale offering relative to the number of shares outstanding
and given the size of the
         primary offering, please provide us with a detailed analysis as to why
you believe the
         resale transaction is appropriately characterized as a secondary
offering that is eligible to
         be made under Rule 415(a)(1)(i), rather than a primary offering in
which the selling
         shareholders are acting as conduits in a distribution to the public
and are therefore
         underwriters selling on your behalf. Include in your analysis further
detail regarding:
             how you determined the number of Class A ordinary shares being
registered in
              connection with the resale offering relative to the number of
shares to be offered in
              the primary offering;
             when and how (i.e., background and nature of the transaction) each
of the selling
              shareholders acquired all Class A ordinary shares they
beneficially own;
             the nature of the selling shareholders' businesses;
             how the selling shareholders were selected to participate in the
resale offering;
             whether and why the underwriter believes it will be able to
successfully place the
              securities to be sold in the IPO and facilitate the creation of a
public market in your
              securities despite the availability of the shares that the
selling shareholders could
              attempt to offer and sell into such market once trading
commences; and
             why the selling shareholders are not subject to the lock-up
arrangements described in
 Houqi Zhang
Autozi Internet Technology (Global) Ltd.
May 6, 2024
Page 3
          the prospectus for the initial public offering and whether the
underwriter(s) sought to
          have the selling shareholders subjected to such lock-up provisions.
In this regard,
          your disclosure on page 216 implies that the selling shareholders are
only exempt
          from lock-up provisions with respect to the 3,750,000 resale shares
and will be
          subject to lock-up with respect to their remaining shares.
      For guidance, refer to Securities Act Rule Compliance and Disclosure
Interpretations
      Question 612.09.
       Please contact Keira Nakada at 202-551-3659 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222 with
any other
questions.



                                                            Sincerely,
FirstName LastNameHouqi Zhang
                                                      Division of Corporation
Finance
Comapany NameAutozi Internet Technology (Global) Ltd.
                                                      Office of Trade &
Services
May 6, 2024 Page 3
cc:       Yang Ge, Esq.
FirstName LastName
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