Correspondence 0001193125-23-145017 from Hello Group Inc. (MOMO) (CIK 0001610601) (MOMO)
Hello Group Inc. (MOMO) (CIK 0001610601)
Date: May 15, 2023 · CIK: 0001610601 · Accession: 0001193125-23-145017
AI Filing Summary & Sentiment
Referenced dates: May 12, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Mergers & Acquisitions Securities and Exchange Commission Washington, D.C. Re: Hello Group Inc. (the “Company”) Schedule TO-I filed May 5, 2023 File No. 005-88567
Dear Mr. Duchovny:
This letter sets forth the Company’s response to the comment contained in the letter dated May 12, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Schedule TO-I filed with the Commission on May 5, 2023 (the “Schedule TO-I”). The Staff’s comment is repeated below in bold and is followed by the Company’s response thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Schedule TO-I.
Schedule TO-I
Notice of Repurchase of Notes – Right of Withdrawal, page 13
1. Please provide us your legal analysis of your compliance with Rule 13e-4(f)(2)(i) given your advice to security holders to withdraw tendered securities by June 13, 2023, which predates your offer’s expiration date of June 29 at 5 p.m.
The Company respectfully submits that the withdrawal deadline is the same as the offer expiration time at 5:00 p.m., New York City time, June 29, 2023. The Company has revised the Repurchase Right Notice to reflect this, has delivered the amended and restated Repurchase Right Notice to the trustee, and has filed a Schedule TO amendment with the Commission.
Very truly yours,
/s/ Cathy Hui Peng
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CORRESP 1 filename1.htm CORRESP Hello Group Inc. 20th Floor, Block B Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China May 15, 2023 VIA EDGAR Mr. Daniel Duchovny Division of Corporation Finance Office of Mergers & Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Hello Group Inc. (the “Company”) Schedule TO-I filed May 5, 2023 File No. 005-88567 Dear Mr. Duchovny: This letter sets forth the Company’s response to the comment contained in the letter dated May 12, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Schedule TO-I filed with the Commission on May 5, 2023 (the “Schedule TO-I”). The Staff’s comment is repeated below in bold and is followed by the Company’s response thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Schedule TO-I. Schedule TO-I Notice of Repurchase of Notes – Right of Withdrawal, page 13 1. Please provide us your legal analysis of your compliance with Rule 13e-4(f)(2)(i) given your advice to security holders to withdraw tendered securities by June 13, 2023, which predates your offer’s expiration date of June 29 at 5 p.m. The Company respectfully submits that the withdrawal deadline is the same as the offer expiration time at 5:00 p.m., New York City time, June 29, 2023. The Company has revised the Repurchase Right Notice to reflect this, has delivered the amended and restated Repurchase Right Notice to the trustee, and has filed a Schedule TO amendment with the Commission. Very truly yours, /s/ Cathy Hui Peng Name: Cathy Hui Peng Title: Chief Financial Officer cc: Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP Yilin Xu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP