SecProbe.io

United States securities and exchange commission logo
March 6, 2023
George Lai
Chief Financial Officer
The9 LTD
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
Re:The9 LTD
Form 20-F for the Year Ended December 31, 2021
Correspondence Filed January 10, 2023
File No. 1-34238
Dear George Lai:
            We have reviewed your January 10, 2023 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
December 23, 2022 letter.
Correspondence Filed January 10, 2023
Risk Factors, page 8
1.Please provide in the filing a description of your internal processes for how you
determine, or will determine as you expand your business, whether particular crypto assets
(including NFTs) are securities within the meaning of the U.S. federal securities laws.
Please also clarify that such processes are risk-based assessments made by the company
and are not a legal standard or binding on any regulatory body or court. Further, please
include a risk factor addressing the uncertainty of such assessments and the consequences
of making an incorrect assessment or a regulatory body or court disagreeing with the
company’s assessment.  Finally, please address the potential regulatory risks under the
U.S. federal securities laws if such crypto assets are determined to be securities, such as

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 March 6, 2023 Page 2
 FirstName LastNameGeorge Lai
The9 LTD
March 6, 2023
Page 2
compliance with Section 5 of the Securities Act or whether the company could become
subject to regulation as a national securities exchange or as a broker-dealer under the
Securities Exchange Act of 1934.
We are facing the legal risks associated with our non-fungible tokens or NFTs, page 23
2.Please revise this risk factor to specifically tailor your discussion of risks to your business
and NFTs rather than NFTs generally.  In this regard, we note that there are a number of
general statements about NFTs and it is not clear the relevance to your business.
General
3.We note your response to our prior comment 15 in your letter dated October 21, 2022 that
you made certain changes to your NFT platform in May 2022.  Please provide a more
detailed explanation of how the platform changes in May 2022 affected the terms, rights
and obligations of the NFTs, and how the changes affected NFTs minted and sold prior to
the platform changes.
4.We note the legal analysis you provided in response to our prior comment 15 in your letter
dated October 21, 2022.  Please provide a more detailed legal analysis, specifically
addressing your role in the creation of the NFTs and operation of the platform, including
the company's efforts to limit supply and to operate and maintain the secondary market.
The legal analysis should specifically address your operations pre-May 2022 changes and
post-May 2022 changes.
5.Please revise your disclosure to identify the blockchain on which your platform operates
and through which the NFTs are created, and clarify who maintains the blockchain.  State
whether your NFTs are or can be fractionalized, your role in subsequent resales of the
NFTs (i.e., whether you are entitled to any royalties or other fees), the rights holders have
with respect to the NFT and underlying IP, and how the NFTs can be transferred.
6.Please include in your disclosure a more detailed description of the licenses underlying the
NFTs, including identifying the IP that the company in entitled to use for purposes of the
NFTs, clarifying whether there are terms relating to exclusivity or other types of
restrictions on the counterparty licensing that IP, describing the rights of the company and
counterparty with respect to the NFTs, and clarifying whether there are any restrictions on
the use of the NFTs created from that IP.

 FirstName LastNameGeorge Lai
 Comapany NameThe9 LTD
 March 6, 2023 Page 3
 FirstName LastName
George Lai
The9 LTD
March 6, 2023
Page 3
            You may contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Hapling Li