SEC Comment Letter 0000000000-24-000940 to Phoenix New Media Ltd (FENG) (CIK 0001509646) (FENG)
Phoenix New Media Ltd (FENG) (CIK 0001509646)
Date: Jan. 24, 2024 · CIK: 0001509646 · Accession: 0000000000-24-000940
AI Filing Summary & Sentiment
File numbers found in text: 001-35158
Letter
United States securities and exchange commission logo January 24, 2024 Edward Lu Chief Financial Officer Phoenix New Media Ltd Sinolight Plaza, Floor 16 No. 4 Qiyang Road Wangjing, Chaoyang District, Beijing, 100102 People’s Republic of China Re:Phoenix New Media Ltd Form 20-F for the Year Ended December 31, 2022 Response dated December 4, 2023 File No. 001-35158 Dear Edward Lu: We have reviewed your December 4, 2023 response to our comment letter and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our October 30, 2023 letter. Form 20-F for the Year Ended December 31, 2022 Notes to Consolidated Financial Statements Note 1. Organization and Principal Activities, page F-10 1.We acknowledge your responses to the staff’s questions related to the Company’s status under the Investment Company Act of 1940 (the “Act”), as well as our phone conversation with you and your counsel on January 18, 2024. As we indicated on our phone call, we do not agree with certain positions expressed in your responses, including your position that you may treat interests in money market funds not registered with the Commission as cash items for purposes of section 3(a)(1)(C) of the Act. In the staff’s view, based on the information provided to date, the Company should treat such assets as “investment securities” for purposes of section 3(a)(1)(C). We note, however, the
FirstName LastNameEdward Lu Comapany NamePhoenix New Media Ltd January 24, 2024 Page 2 FirstName LastName Edward Lu Phoenix New Media Ltd January 24, 2024 Page 2 representation included in your response letter of September 8, 2023 that the Company “intends to reallocate its liquid assets into more cash items … so that its investment securities will make up less than 45% of its Adjusted Assets on a consolidated basis with its wholly owned subsidiaries allowing the Company to also rely on the Rule 3a1 safe harbor in the future,” as well as your belief, which was relayed to the staff on the phone, that the Company has already made substantial progress in the reallocation of its assets out of investment securities, including money market funds not registered with the Commission, such that the Company may currently be eligible to rely on Rule 3a-1 under the Act. While we do not have additional comments at this time, our decision to not issue additional comments does not indicate that we agree or disagree with certain other positions expressed in your responses, including your position that you are able to rely on the exemption from the definition of an “investment company” provided at section 3(b)(1) of the Act. Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Technology cc: Yi Gao
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United States securities and exchange commission logo
January 24, 2024
Edward Lu
Chief Financial Officer
Phoenix New Media Ltd
Sinolight Plaza, Floor 16
No. 4 Qiyang Road
Wangjing, Chaoyang District, Beijing, 100102
People’s Republic of China
Re:Phoenix New Media Ltd
Form 20-F for the Year Ended December 31, 2022
Response dated December 4, 2023
File No. 001-35158
Dear Edward Lu:
We have reviewed your December 4, 2023 response to our comment letter and have the
following comment.
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. Unless
we note otherwise, any references to prior comments are to comments in our October 30, 2023
letter.
Form 20-F for the Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-10
1.We acknowledge your responses to the staff’s questions related to the Company’s status
under the Investment Company Act of 1940 (the “Act”), as well as our phone
conversation with you and your counsel on January 18, 2024. As we indicated on our
phone call, we do not agree with certain positions expressed in your responses, including
your position that you may treat interests in money market funds not registered with the
Commission as cash items for purposes of section 3(a)(1)(C) of the Act. In the staff’s
view, based on the information provided to date, the Company should treat such assets as
“investment securities” for purposes of section 3(a)(1)(C). We note, however, the
FirstName LastNameEdward Lu
Comapany NamePhoenix New Media Ltd
January 24, 2024 Page 2
FirstName LastName
Edward Lu
Phoenix New Media Ltd
January 24, 2024
Page 2
representation included in your response letter of September 8, 2023 that the Company
“intends to reallocate its liquid assets into more cash items … so that its investment
securities will make up less than 45% of its Adjusted Assets on a consolidated basis with
its wholly owned subsidiaries allowing the Company to also rely on the Rule 3a1 safe
harbor in the future,” as well as your belief, which was relayed to the staff on the phone,
that the Company has already made substantial progress in the reallocation of its assets
out of investment securities, including money market funds not registered with the
Commission, such that the Company may currently be eligible to rely on Rule 3a-1 under
the Act. While we do not have additional comments at this time, our decision to not issue
additional comments does not indicate that we agree or disagree with certain other
positions expressed in your responses, including your position that you are able to rely on
the exemption from the definition of an “investment company” provided at section 3(b)(1)
of the Act.
Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Yi Gao