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                           June 14, 2022

       Jingyan Wu
       Chief Financial Officer
       EZGO Technologies Ltd.
       Building #A, Floor 2
       Changzhou Institute of Dalian University of Technology
       Science and Education Town
       Wujin District, Changzhou City
       Jiangsu, China 213164

                                                        Re: EZGO Technologies
Ltd.
                                                            Form 20-F for the
Year Ended September 30, 2021
                                                            Filed January 27,
2022
                                                            File No. 001-39833

       Dear Ms. Wu:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

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

       Form 20-F for the Year Ended September 30, 2021

       Part I, page 1

   1.                                                   At the onset of Part I,
please revise to disclose prominently the following:
                                                            whether your
auditor is subject to the determinations announced by the PCAOB on
                                                            December 16, 2021;
                                                            whether and how the
Holding Foreign Companies Accountable Act, the Accelerating
                                                            Holding Foreign
Companies Accountable Act, and related regulations will affect your
                                                            company, including
the time frame change in PCAOB inspections for two
                                                            consecutive years
instead of three years;
                                                            whether you have
been or expect to be identified by the Commission under the
                                                            HFCAA; and
 Jingyan Wu
FirstName  LastNameJingyan Wu
EZGO Technologies  Ltd.
Comapany
June       NameEZGO Technologies Ltd.
     14, 2022
June 14,
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FirstName LastName
                a cross-reference to your more detailed disclosure in your risk
factors, including the
              heading of the risk factor.
2.       At the onset of Part I, please disclose prominently that you are not a
Chinese operating
         company but a British Virgin Islands holding company with operations
conducted by your
         subsidiaries and through contractual arrangements with a variable
interest entity (VIE)
         based in China and that this structure involves unique risks to
investors. If true, disclose
         that these contracts have not been tested in court. 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, and
         disclose that investors may never hold equity interests in the Chinese
operating company.
          Your disclosure should acknowledge that Chinese regulatory
authorities could disallow
         this structure, which would likely result in a material change in your
operations and/or a
         material change in the value of the securities you have registered for
sale, including that it
         could cause the value of such securities to significantly decline or
become worthless.
          Provide a cross-reference to your detailed discussion of risks facing
the company as a
         result of this structure.
3.       At the onset of Part I, please 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 make clear whether these risks could
result in a material
         change in your operations and/or the value of the securities you have
registered for sale or
         could significantly limit or completely hinder your ability to offer
or continue to offer
         securities to investors and cause the value of such securities to
significantly decline or be
         worthless. 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.
4.       At the onset of Part I, please clearly disclose how you will refer to
the holding company,
         subsidiaries, and VIE when providing the disclosure throughout the
document so that it is
         clear to investors which entity the disclosure is referencing and
which subsidiaries or
         entities are conducting the business operations. Refrain from using
terms such as    we    or
            our    when describing activities or functions of a VIE. For
example, disclose, if true, that
         your subsidiaries and/or the VIE conduct operations in China, that the
VIE is consolidated
         for accounting purposes but is not an entity in which you own equity,
and that the holding
         company does not conduct operations. Disclose clearly the entity
(including the domicile)
         in which investors are purchasing an interest.

Item 3. Key Information, page 2

5.       Disclose clearly that the company uses a structure that involves a VIE
based in China and
         what that entails, and provide early in the summary a diagram of the
company   s corporate
 Jingyan Wu
FirstName  LastNameJingyan Wu
EZGO Technologies  Ltd.
Comapany
June       NameEZGO Technologies Ltd.
     14, 2022
June 14,
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         structure, identifying the person or entity that owns the equity in
each depicted entity.
         Describe all contracts and arrangements through which you claim to
have economic rights
         and exercise control that results in consolidation of the VIE   s
operations and financial
         results into your financial statements. Identify clearly the entity in
which investors are
         purchasing their interest and the entity(ies) in which the company   s
operations are
         conducted. Describe the relevant contractual agreements between the
entities and how
         this type of corporate structure may affect investors and the value of
their investment,
         including how and why the contractual arrangements may be less
effective than direct
         ownership and that the company may incur substantial costs to enforce
the terms of the
         arrangements. Disclose the uncertainties regarding the status of the
rights of the British
         Virgin Islands holding company with respect to its contractual
arrangements with the VIE,
         its founders and owners, and the challenges the company may face
enforcing these
         contractual agreements due to legal uncertainties and jurisdictional
limits.

6.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
         completely your auditor, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
7.       At the onset of Item 3, disclose the risks that your corporate
structure and being based in
         or having the majority of the company   s operations in China poses to
investors. In
         particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
         references to the more detailed discussion of these risks in the
filing. For example,
         specifically discuss risks arising from the legal system in China,
including risks and
         uncertainties regarding the enforcement of laws and that rules and
regulations in China
         can change quickly with little advance notice; and the risk that the
Chinese government
         may intervene or influence your operations at any time, or may exert
more control over
         offerings conducted overseas and/or foreign investment in China-based
issuers, which
         could result in a material change in your operations and/or the value
of the securities you
         have registered for sale. Acknowledge any risks that any actions by
the Chinese
         government to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China-based issuers could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless.
8.       Disclose each permission or approval that you, your subsidiaries, or
the VIE are required
         to obtain from Chinese authorities to operate your business and to
offer the securities
         registered to foreign investors. State whether you, your subsidiaries,
or VIE are covered
         by permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve the VIE   s operations, and state affirmatively
whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
 Jingyan Wu
FirstName  LastNameJingyan Wu
EZGO Technologies  Ltd.
Comapany
June       NameEZGO Technologies Ltd.
     14, 2022
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         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIE: (i) do not receive or maintain such
permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
9.       At the onset of Item 3, provide a clear description of how cash is
transferred through your
         organization. Disclose your intentions to distribute earnings or
settle amounts owed under
         the VIE agreements. Quantify any cash flows and transfers of other
assets by type that
         have occurred between the holding company, its subsidiaries, and the
consolidated VIE,
         and direction of transfer. Quantify any dividends or distributions
that a subsidiary or
         consolidated VIE have made to the holding company and which entity
made such transfer,
         and their tax consequences. Similarly quantify dividends or
distributions made to U.S.
         investors, the source, and their tax consequences. Your disclosure
should make clear if no
         transfers, dividends, or distributions have been made to date.
Describe any restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors. Describe any restrictions and limitations on your
ability to distribute
         earnings from the company, including your subsidiaries and/or the
consolidated VIE, to
         the parent company and U.S. investors as well as the ability to settle
amounts owed under
         the VIE agreements.
Item 3.D. Risk Factors, page 2

10.      We note your disclosures about the Holding Foreign Companies
Accountable Act on
         pages 29 and 30. Please enhance your disclosures to reflect that,
pursuant to the HFCAA,
         the PCAOB has issued its report notifying the Commission of its
determination that it is
         unable to inspect or investigate completely accounting firms
headquartered in mainland
         China or Hong Kong. Disclose whether you have been or expect to be
identified by the
         Commission under the HFCAA and what impact that may have on your
ability to continue
         to offer your securities.
11.      We note your disclosure on page 16 that the British Virgin Islands
holding company
         effectively controls and receives substantially all of the economic
benefits of the VIE   s
         business operations through contractual agreements between the VIE and
your Wholly
         Foreign-Owned Enterprise (WFOE). We also note your disclosure on page
69 that those
         agreements are designed to provide your WFOE with the power, rights,
and obligations
         equivalent in all material respects to those it would possess as the
principal equity holder
         of the VIE. We further note your disclosure that the British Virgin
Islands holding
         company is the primary beneficiary of the VIE. However, neither the
investors in the
         holding company nor the holding company itself have an equity
ownership in, direct
         foreign investment in, or control of, through such ownership or
investment, the VIE.
          Accordingly, please refrain from implying that the contractual
agreements are equivalent
         to equity ownership in the business of the VIE throughout your filing.
Any references to
         control or benefits that accrue to you because of the VIE should be
limited to a clear
 Jingyan Wu
FirstName  LastNameJingyan Wu
EZGO Technologies  Ltd.
Comapany
June       NameEZGO Technologies Ltd.
     14, 2022
June 14,
Page 5 2022 Page 5
FirstName LastName
         description of the conditions you have satisfied for consolidation of
the VIE under U.S.
         GAAP. Additionally, your disclosures should clarify that you are the
primary beneficiary
         of the VIE for accounting purposes. Please also disclose, if true,
that the VIE agreements
         have not been tested in a court of law.

12.      We note your risk factor disclosure on page 16 that if the PRC
government determines
         that the contractual arrangements constituting part of the VIE
structure do not comply
         with PRC regulations, or if these regulations change or are
interpreted differently in the
         future, you could be subject to severe penalties or be forced to
relinquish your interests in
         those operations. Please revise your risk factor to also disclose that
if you are unable to
         assert contractual control over the assets of your PRC subsidiaries or
the VIE that conduct
         all or substantially all of your operations the securities you have
registered may decline in
         value or become worthless.
13.      We note your risk factor disclosures on pages 28 and 38 regarding the
difficulty of
         bringing actions and enforcing judgements against your officers and
directors due to the
         fact that they are located in China. Please also include a separate
Enforceability section in
         your annual report that discusses the difficulty of bringing actions
and enforcing
         judgements against your officers and directors located in China.

Item 4. Information on the Company
Recent Regulatory Developments in China, page 59

14.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please enhance your disclosure here, and under risk factors,
to further explain
         how this oversight impacts your business and also disclose to what
extent you believe that
         you are compliant with the regulations or policies that have been
issued by the CAC to
         date.

VIE Financial Information, page 71

15.      We note the consolidated VIE and its subsidiaries constitute a
material part of your
         consolidated financial statements and we note you present tabular
condensed
         consolidating schedules that provide disaggregated operations and
depict financial
         position, cash flows, and results of operations as of the same dates
and for the same
         periods that audited consolidated financial statements are required.
Please revise your
         schedules to address the following:
             disaggregate and present a separate column for the WFOE that is
the primary
             beneficiary of the VIE from other Non-VIE Subsidiaries;
             revise the WFOE columns under the statements of operations
information to
             separately present the inter-company service fees which it is
entitled to under the VIE
 Jingyan Wu
EZGO Technologies Ltd.
June 14, 2022
Page 6
              Agreements and the related receivables since the WFOE does not
own an equity
              interest in the VIE and is not entitled to share its income
(loss) and revise the VIE
              columns under the statements of operations information to
separately present the
              inter-company service expense which it is required to pay under
the VIE Agreements
              and the related payables; and
                provide a cross-reference to these schedules at the onset of
Item 3.
Item 15. Controls and Procedures
(c) Management's Report on Internal Control Over Financial Reporting, page 125

16.      We note your disclosure that this annual report on Form 20-F does not
include a report of
         management's assessment regarding internal control over financial
reporting as of
         September 30, 2021 due to a transition period established by rules of
the SEC for newly
         public companies. Based on the fact that you filed an annual report on
Form 20-F for the
         prior fiscal year, it is not clear how you determined you are not
required to include a
         report of management   s assessment of internal control over financial
reporting in the
         current Form 20-F. Please provide management's report on internal
control over financial
         reporting in accordance with Item 15 of Form 20-F or help us
understand why you believe
         you it is not required. In this regard, we also note that on page 10
you disclose you are
         required to file a report by your management on your internal control
over financial
         reporting pursuant to Section 404 of the Sarbanes-Oxley Act.
Consolidated Financial Statements
15. Equity, page F-30

17.      Based on the amounts of restricted net assets you disclose, it is not
clear how you
         determined parent company only financial statements for each period
presented are not
         required by Rule 12-04 of Regulation S-X and Item 18 of Form 20-F.
Please advise or
         revise.
       In closing, 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.

      You may contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at
202-551-
3709 with any questions.



FirstName LastNameJingyan Wu                                  Sincerely,
Comapany NameEZGO Technologies Ltd.
                                                              Division of
Corporation Finance
June 14, 2022 Page 6                                          Office of
Manufacturing
FirstName LastName