SEC Company Response from Cheetah Mobile (CMCM) — May 7, 2014
Cheetah Mobile Inc.
Date: May 7, 2014 · CIK: 0001597835 · Accession: 0001193125-14-186913
AI Filing Summary & Sentiment
File numbers found in text: 333-194996
Letter
Issuer Acceleration Request
Cheetah Mobile Inc.
May 7, 2014
VIA EDGAR AND FACSIMILE
Barbara C. Jacobs, Assistant Director
Jan Woo, Attorney-Adviser
Christine Davis, Assistant Chief Accountant
Eiko Yaoita Pyles, Staff Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Cheetah Mobile Inc.
Registration Statement on Form F-1 (Registration No. 333-194996)
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Cheetah Mobile Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 5:00 p.m., Eastern Daylight Time on May 7, 2014, or as soon thereafter as practicable.
If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.
The Company understands that Morgan Stanley & Co. International plc and J.P. Morgan Securities LLC, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.
The Company hereby acknowledges the following:
•
should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
Cheetah Mobile Inc.
•
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
Very truly yours,
CHEETAH MOBILE INC.
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CORRESP 1 filename1.htm Issuer Acceleration Request Cheetah Mobile Inc. May 7, 2014 VIA EDGAR AND FACSIMILE Barbara C. Jacobs, Assistant Director Jan Woo, Attorney-Adviser Christine Davis, Assistant Chief Accountant Eiko Yaoita Pyles, Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Cheetah Mobile Inc. Registration Statement on Form F-1 (Registration No. 333-194996) Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Cheetah Mobile Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 5:00 p.m., Eastern Daylight Time on May 7, 2014, or as soon thereafter as practicable. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP. The Company understands that Morgan Stanley & Co. International plc and J.P. Morgan Securities LLC, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today. The Company hereby acknowledges the following: • should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 1 Cheetah Mobile Inc. • the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. [Signature page follows] 2 Very truly yours, CHEETAH MOBILE INC. By: /s/ Sheng Fu Name: Sheng Fu Title: Chief Executive Officer and Director 3