F-3/A 1 formf-3a.htm F-3/A

As filed with the Securities and Exchange Commission on March 5, 2026

REGISTRATION NO. 333-293491

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.1 to

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Autozi Internet Technology (Global) Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Building A, Room 204

Intelligence Park No. 26 Yongtaizhuang North Road

Haidian District, Beijing, China

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

195 atrium manalapan management Inc

195 U.S. Highway 9 south, STE 205,

MANALAPAN, NJ 07726.

+1 (732) 688-5821

Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Henry Yin, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place
Central, Hong Kong SAR
(852) 3923-1111

Hermione Krumm, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4000

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses of Autozi Internet Technology (Global) Ltd. (the “Company”):

	●	A prospectus that covers the resale of 34,972,600 Class A ordinary shares of the Company, par value of $0.00005 per share (“Class A Ordinary Shares”) (the “Resale Prospectus”); and

	●	A prospectus that covers the potential offering, issuance, and sale from time to time of Autozi Internet Technology (Global) Ltd.’s Class A Ordinary Shares, warrants and units of up to $500 million in one or more offerings (the “Universal Shelf Prospectus”).

The Resale Prospectus immediately follows this explanatory note. The Universal Shelf Prospectus will be supplemented by a prospectus supplement with the specific terms of any securities to be offered.

The Universal Shelf Prospectus is substantively identical to the Resale Prospectus, except for the following principal points:

	●	they contain different outside and inside front covers and back covers;

	●	they contain different Offering sections in the Prospectus Summary section beginning on page 1;

	●	they contain different Use of Proceeds sections on page 5;

	●	a Selling Shareholders section is included in the Resale Prospectus; and

	●	they contain different Plan of Distribution sections on page 17.

The information in this prospectus is not complete and may be changed. The selling shareholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and the selling shareholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED March 5, 2026

Autozi Internet Technology (Global) Ltd.

34,972,600 Class A Ordinary Shares

This prospectus relates to the resale from time to time of an aggregate of 34,972,600 Class A ordinary shares (the “Resale Shares”) of Autozi Internet Technology (Global) Ltd. (the “Company”), par value of $0.00005 per share (“Class A Ordinary Shares”), by the selling shareholders identified in this prospectus under “Selling Shareholders” (the “Selling Shareholders”).

We will not receive any of the proceeds from the sale of the Resale Shares by the Selling Shareholders.

The Selling Shareholders may sell all or a portion of the Resale Shares held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. The names of any underwriters may be stated in the applicable prospectus supplement, if any such prospectus supplement is prepared. If the Resale Shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Resale Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. For additional information on the methods of sale that may be used by the Selling Shareholders, see “Plan of Distribution” beginning on page 17 of this prospectus.

We will bear all costs, expenses and fees in connection with the registration of the Resale Shares offered hereby.

Our Class A Ordinary Shares are listed on the Nasdaq Global Market under the symbol “AZI”. On March 4, 2026, the closing trading price of our Class A Ordinary Shares was $0.273. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates is $165,052,279 based on 44,891,221 outstanding Class A Ordinary Shares as of March 4, 2026, of which 161,606 Class A Ordinary Shares are held by affiliates, and a per share price of $3.69 based on the closing sale price of our Class A Ordinary Shares on January 6, 2026, which is the highest closing sale price of our Class A Ordinary Shares on the Nasdaq Global Market within the prior 60 days. We have not sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to and including the date of this prospectus. After the date of this prospectus, we will not sell in primary offerings under General Instruction I.B.5 of Form F-3 securities having an aggregate market value, when added to the aggregate market value of securities sold by us in primary offerings under General Instruction I.B.5 of Form F-3 during the 12 calendar months immediately prior to and including the date of sale, of more than one-third of our public float.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page 4 of this prospectus and risk factors set forth in our most recent annual report on Form 20-F (the “2025 Annual Report”), in other reports incorporated herein by reference, and in an applicable prospectus supplement.

We are not a Chinese operating company but a Cayman Islands holding company with operations conducted by our subsidiaries in China. This structure involves unique risks to our investors. Investors in our shares thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a Cayman Islands holding company. The securities offered in this prospectus are securities of our Cayman Islands holding company, not of our operating subsidiaries. Our auditor, Marcum Asia CPAs LLP, the independent registered public accounting firm that issues the audit report incorporated by reference in this prospectus, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in New York, New York, and has been inspected by the PCAOB on a regular basis. Therefore, it is not subject to the determinations announced by the PCAOB on December 16, 2021, as it is not on the list published by the PCAOB. However, in the event the PRC authorities would further strengthen regulations over auditing work of Chinese companies listed on the U.S. stock exchanges, which would prohibit our current auditor to perform work in China, then we would need to change our auditor and the audit workpapers prepared by our new auditor may not be inspected by the PCAOB without the approval of the PRC authorities, in which case the PCAOB may not be able to fully evaluate the audit or the auditors’ quality control procedures. Furthermore, due to the recent developments in connection with the implementation of the HFCA Act, we cannot assure you whether the SEC, The Nasdaq Stock Market LLC (“Nasdaq”) or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the Accelerating HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within two consecutive years, may result in our delisting in the future if the PCAOB is unable to inspect our accounting firm at such future time.

Certain recent statements and regulatory actions by China’s government may have a material negative impact on the Company’s business operations in the following areas of PRC law:

(1) China promulgated several laws and regulations on data security and personal information protections in the last two years, mainly the Data Security Law of the People’s Republic of China (“Data Security Law”), which came into effect on September 1, 2021, and the Personal Information Protection Law of the People’s Republic of China (“PIP Law”), which came into effect on November 1, 2021. The Company may receive general personal information or even sensitive personal information from its clients in the Company’s day-to-day business operations, therefore, the Data Security Law and the PIP Law may accordingly apply to the Company’s business activities in China, as a consequence of which, the Company may have relevant obligations as required thereby.

(2) The Anti-Monopoly Law of the People’s Republic of China (Revised in 2022) (“Anti-Monopoly Law”) came into effect on August 1, 2022. The “monopolistic practices” defined by the Anti-Monopoly Law include (a) the conclusion of a monopolistic agreement; (b) the abuse of dominant market positions; and (c) the concentration that eliminates or restricts competition or may eliminate or restrict competition. Based on Company’s China and global market share, the Company does not have a dominant market position that enables the Company to restrict or eliminate the competition.

(3) The PRC government authorities may strengthen oversight over offerings that are conducted overseas and/or foreign investment in overseas-listed China-based issuers like us from time to time. Such actions taken by the PRC government authorities may influence our operations, which are beyond our control. For instance, the relevant PRC governments promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, among which, it is mentioned that the administration and supervision of overseas-listed China-based companies will be strengthened, and the special provisions of the State Council on overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of domestic industry competent authorities and regulatory authorities. However, due to lack of further interpretations or applications from the competent authorities on such opinions, there are still uncertainties regarding the interpretation and implementation of these opinions, and any new rules or regulations promulgated in the future may impose additional requirements on us.

On February 17, 2023, the CSRC published the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”). Pursuant to the Trial Measures, a filing-based regulatory system is applied to both “direct overseas offering and listing” and “indirect overseas offering and listing” of PRC domestic companies. The “indirect overseas offering and listing” of PRC domestic companies refers to such securities offering and listing in an overseas market made in the name of an offshore entity, but based on the underlying equity, assets, earnings or other similar rights of a domestic company which operates its main business domestically. If the issuer meets the following conditions, the offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) the total assets, net assets, revenues or profits of the domestic operating entity or entities of the issuer in the most recent accounting year account for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) most of the senior managers in charge of business operation and management of the issuer are Chinese citizens or have domicile in China, and its main places of business are located in China or main business activities are conducted in China. Pursuant to the Trial Measures, we are required to file the relevant documents with the CSRC within three business days after submitting our listing application documents to the relevant regulator in the place of intended listing, and complete the filing procedures with the CSRC in connection with such subsequent securities offerings in the same overseas market where we have previously offered and listed securities within three business days after the offering is completed. Failure to complete the filing under the Trial Measures may subject a PRC domestic company to a warning and a fine of RMB1 million to RMB10 million. In the event of a serious violation of the Trial Measures, the CSRC may impose a ban on entering into the securities market upon the relevant responsible persons. Any such violation that constitutes a crime shall be investigated for criminal liability according to law.

We are both an “emerging growth company” and a “foreign private issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

Prospectus

	Page

ABOUT THIS PROSPECTUS	ii

PROSPECTUS SUMMARY	1

THE OFFERING	2

FORWARD-LOOKING STATEMENTS	3

RISK FACTORS	4

USE OF PROCEEDS	5

DESCRIPTION OF SHARE CAPITAL	6

SELLING SHAREHOLDERS	16

PLAN OF DISTRIBUTION	17

ENFORCEABILITY OF CIVIL LIABILITY UNDER U.S. SECURITIES LAWS	19

LEGAL MATTERS	21

EXPERTS	21

WHERE YOU CAN FIND MORE INFORMATION	21

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	22

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the selling shareholders have authorized anyone to provide you with different information. Neither we nor the selling shareholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

	●	“China” or the “PRC” refers to the People’s Republic of China, including the special administrative region of Hong Kong, for the purpose of this prospectus only;

	●	“Class A Ordinary Shares” refers to the Class A ordinary shares of the Company, par value $0.00005 per share with one vote for each share;

	●	“Class B Ordinary Shares” refers to the Class B ordinary shares of the Company, par value $0.00005 per share with two hundred votes for each share;

	●	“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus only;

	●	“shares”, “Shares” or “Ordinary Shares” refers to the Class A Ordinary Shares and Class B Ordinary Shares;

	●	“US$,” “$” or “U.S. dollars” refers to the legal currency of the United States; and

	●	“we”, “us” or the “Company” refers to Autozi Internet Technology (Global) Ltd., and when describing the financial results of Autozi Internet Technology (Global) Ltd., also includes its subsidiaries.

Class A Ordinary Shares offered by the Selling Shareholders		34,972,600 Class A Ordinary Shares

Ordinary Shares outstanding before this offering		44,891,221 Class A Ordinary Shares and 613,102 Class B Ordinary Shares

Ordinary Shares outstanding after this offering		44,891,221 Class A Ordinary Shares and 613,102 Class B Ordinary Shares

Use of proceeds		We are not selling any Resale Shares under this prospectus and will not receive any proceeds from the sale of the Resale Shares. We are paying however all of the fees and expenses in connection with the registration of the Resale Shares.

Risk factors		Your investment in the Resale Shares involves substantial risks. You should consider the “Risk Factors” included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our filings with the SEC.

Nasdaq symbol		“AZI”

	●	our goals and strategies;

	●	our future business development, financial condition and results of operations;

	●	the expected growth of the lifecycle automotive service industry in China;

	●	our expectations regarding demand for and market acceptance of our products and services;

	●	our expectations regarding our bases of customers;

	●	our plans to invest in our products and services;

	●	competition in our industry; and

	●	relevant government policies and regulations relating to our industry.

	●	increase our share capital by new shares of such amount as we think expedient;

	●	consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

	●	sub-divide our existing shares, or any of them into shares of an amount smaller than that fixed by our memorandum of association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

	●	cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so canceled.

	●	the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof;

	●	whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;

	●	the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;

	●	whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;

	●	whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the shareholders upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;

	●	whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

	●	whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

	●	the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;

	●	the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and
	●	any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof.

	●	authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and

	●	limit the ability of shareholders to requisition and convene general meetings of shareholders.

	●	does not have to file an annual return of its shareholders with the Registrar of Companies;

	●	is not required to open its register of members for inspection;

	●	does not have to hold an annual general meeting;

	●	may issue negotiable or bearer shares or shares with no par value;

	●	may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

	●	may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

	●	may register as a limited duration company; and

	●	may register as a segregated portfolio company.

	(i)	distinguish each share by its number (so long as the share has a number);
	(ii)	confirm the amount paid, or agreed to be considered as paid on the shares of each shareholder;
	(iii)	confirm the number and category of shares held by each shareholder;
	(iv)	confirm whether each relevant category of shares held by a shareholder carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;

	●	the date on which the name of any person was entered on the register as a member; and

	●	the date on which any person ceased to be a member.

	●	a company acts or proposes to act illegally or ultra vires (and is therefore incapable of ratification by the shareholders);

	●	the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

	●	those who control the company are perpetrating a “fraud on the minority.”

Name of Selling Shareholders	Number of Class A Ordinary Shares Beneficially Owned Before the Offering		Maximum Number of Class A Ordinary Shares To Be Sold Pursuant to this Prospectus		Number of Shares of Class A Ordinary Shares Owned After the Offering		Percentage of Class A Ordinary Shares Owned After the Offering
Haibo Shen		1,550,804		1,550,804		0		0	%
Yi Jiang		1,550,804		1,550,804		0		0	%
Jingyuan Wang		1,550,804		1,550,804		0		0	%
Jiang Gu		1,550,804		1,550,804		0		0	%
Yi Xu		1,550,804		1,550,804		0		0	%
Hongfeng Zheng		1,550,804		1,550,804		0		0	%
Xuefeng Li		1,550,804		1,550,804		0		0	%
Jia Zhang		1,550,804		1,550,804		0		0	%
Liu Zhang		1,550,804		1,550,804		0		0	%
Meiyu Zhang		1,550,804		1,550,804		0		0	%
Min Wang		546,448		546,448		0		0	%
Shuxia Liu		1,639,344		1,639,344		0		0	%
Fuchun Wu		1,550,728		1,550,728		0		0	%
Liming Tang		1,550,804		1,550,804		0		0	%
Jie Chen		1,550,804		1,550,804		0		0	%
Xiang Zhao		1,550,804		1,550,804		0		0	%
Juduo Song		1,550,804		1,550,804		0		0	%
Qiuli Zhao		1,550,804		1,550,804		0		0	%
Kunlin Xiang		1,550,804		1,550,804		0		0	%
Xianni Zhang		1,550,804		1,550,804		0		0	%
Shuli Li		1,550,804		1,550,804		0		0	%
Linge Wang		1,550,804		1,550,804		0		0	%
Hui Liao		1,550,804		1,550,804		0		0	%
Qiuxiang Ge		200,000		200,000		0		0	%
Xuan Ouyang		20,000		20,000		0		0	%

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in the over-the-counter market;

	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	short sales made after the date the registration statement is declared effective by the SEC;

	●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law.

	●	political and economic stability;

	●	an effective judicial system;

	●	a favorable tax system;

	●	the absence of exchange control or currency restrictions; and

	●	the availability of professional and support services.

	●	the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to the United States; and

	●	Cayman Islands companies may not have standing to sue before the federal courts of the United States.

	●	recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States; or

	●	entertain original actions brought in each respective jurisdiction against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

	●	our annual report on Form 20-F for the fiscal year ended September 30, 2025 filed with the SEC on February 11, 2026 (File No. 001-42255);

	●	any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering of the securities offered by this prospectus;

	●	any future reports on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference in this prospectus.

		Page

ABOUT THIS PROSPECTUS		S-ii

PROSPECTUS SUMMARY		S-1

FORWARD-LOOKING STATEMENTS		S-2

RISK FACTORS		S-3

THE OFFERING		S-5

USE OF PROCEEDS		S-6

DESCRIPTION OF SHARE CAPITAL		S-7

DESCRIPTION OF WARRANTS		S-17

DESCRIPTION OF UNITS		S-19

PLAN OF DISTRIBUTION		S-20

ENFORCEABILITY OF CIVIL LIABILITY UNDER U.S. SECURITIES LAWS		S-23

LEGAL MATTERS		S-25

EXPERTS		S-25

WHERE YOU CAN FIND MORE INFORMATION		S-25

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-26

	●	the title of the warrants;

	●	the total number of warrants;

	●	the price or prices at which the warrants will be issued;

	●	the price or prices at which the warrants may be exercised;

	●	the currency or currencies that investors may use to pay for the warrants;

	●	the date on which the right to exercise the warrants will commence and the date on which the right will expire;

	●	whether the warrants will be issued in registered form;

	●	information with respect to book-entry procedures, if any;

	●	if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;

	●	if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;

	●	if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;

	●	if applicable, a discussion of material federal income tax considerations;

	●	if applicable, the terms of redemption of the warrants;

	●	the identity of the warrant agent, if any;

	●	the procedures and conditions relating to the exercise of the warrants; and

	●	any other terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.

	●	The designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

	●	Any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units;

	●	Whether the units will be issued in fully registered or global form; and

	●	Any other terms of the units.

	●	through agents;

	●	to dealers or underwriters;

	●	in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange, or otherwise;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; or

	●	at a fixed price or prices, which may be changed;

	●	at market prices prevailing at the time of sale;

	●	at prices related to prevailing market prices; or

	●	at negotiated prices.

	●	any terms of the offering;

	●	any underwriter, dealers or agents;

	●	any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

	●	the net proceeds to us;

	●	the purchase price of the securities;

	●	any delayed delivery arrangement;

	●	any over-allotment options under which underwriters may purchase additional securities from us;

	●	the public offering price;

	●	any discounts or concessions allowed or reallowed or paid to dealers; and

	●	any exchange on which the securities will be listed.

Exhibit No.		Description of Exhibit

1.1*		Form of Underwriting Agreement

3.1		Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 4.2 to our registration statement on Form S-8 (File No. 333-292854), as amended, filed with the SEC on January 21, 2026)

4.1		Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to our registration statement on Form S-8 (File No. 333-292854), as amended, filed with the SEC on January 21, 2026)

4.2*		Form of Warrant Agreement

4.3*		Form of Unit Agreement

5.1**		Opinion of Appleby regarding the validity of the Class A ordinary shares being registered and certain other legal matters

5.2*		Opinion of Loeb & Loeb LLP regarding the enforceability of certain securities being registered

8.1**		Opinion of Appleby regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

8.2**		Opinion of Beijing Yuzhi Law Firm regarding certain PRC tax matters

10.1		Securities Purchase Agreement, dated December 8, 2025 (incorporated by reference to Exhibit 10.1 filed with the current report on Form 6-K (File No. 001-42255))

10.2		Amendment to Securities Purchase Agreement, dated December 10, 2025 (incorporated by reference to Exhibit 4.32 filed with the annual report on Form 20-F (File No. 001-42255))

23.1**		Consent of Marcum Asia CPAs LLP

23.2**		Consent of Appleby (included in Exhibit 5.1)

23.3*		Consent of Loeb & Loeb LLP (including in Exhibit 5.2)

23.4**		Consent of Beijing Yuzhi Law Firm

24.1		Powers of Attorney (included on signature page)

99.2**		Opinion of Beijing Yuzhi Law Firm regarding certain PRC law matters

107**		Filing Fee Table

*	To be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
**	Previously filed

Autozi Internet Technology (Global) Ltd.

By:	/s/ Houqi Zhang
Name:	Houqi Zhang
Title:	Chief Executive Officer,
	Chairman of the Board of Directors (Principal Executive Officer)

Signature	Title	Date

/s/ Houqi Zhang	Chief Executive Officer, Chairman of the Board of Directors	March 5, 2026
Name: Houqi Zhang	(principal executive officer)

/s/ Jinming Dong	Chief Financial Officer	March 5, 2026
Name: Jinming Dong	(principal financial and accounting officer)

/s/ Haifeng Li	Chief Technology Officer	March 5, 2026
Name: Haifeng Li

/s/ Hui H. Zhang	Chief Operating Officer	March 5, 2026
Name: Hui H. Zhang

/s/ Shirong Tong	Director	March 5, 2026
Name: Shirong Tong

/s/ Kevin Vassily	Director	March 5, 2026
Name: Kevin Vassily

/s/ Yafu Guo	Director	March 5, 2026
Name: Yafu Guo

/s/ Jing Lu	Director	March 5, 2026
Name: Jing Lu

Authorized U.S. Representative-195 Atrium Manalapan Management Inc.

By:	/s/ Larry Wu
Name:	Larry Wu
Title:	President

Amendment: SEC Form F-3/A filed by Autozi Internet Technology (Global) Ltd.