SecProbe.io

Mail Stop 4561

February 9, 2018

Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of  China

Re:  Bilibili Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 26, 2018
CIK No. 0001723690

Dear Mr. Chen :

We have reviewed your  amended draft  registration statement 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 this letter by providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comment s are to comments in our
January 11, 2018  letter.

Prospectus Summary

Our Business, page 1

1. You state that you rank No. 1 in terms of monthly average time spent per device and month
average visits per device among online video platforms in the third quarter of 2017. Please
revise to provide your ranking in prior quarters to provide context.

2. You state that in the third quarter of 2017, the average daily time spent per active user on
your mobile app was approximately 80 minutes. Please revise to provide the data for the
same period in 2016.

Rui Chen
Bilibili Inc.
February 9 , 2018
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Ou r Results of Operations, page 72

3. We note from your response to prior comment 5 that you disclose a series of operating data
throughout the prospectus with an aim to present to investors various aspects of the
Company’s business model and operations.   Please explain whether management  uses any of
these measures or  operating data to manage the business. Revise your disclosures to provide
a comparative discussion and analyses of the changes in such operating data for each period
presented or explain to us why you do not believe the comparative operating data
contributes meaningfully to understanding and evaluating your company. Please consider
disclosing this information in tabular format in an appro priate section of the prospectus to
provide context for investors. We refer you to Part I, Items 5A and 5D of Form 20 -F and
Section III.B of SEC Release 33 -8350.

User growth and engagement , page 72

4. We note your response to prior comment 6 and continue t o believe that the quarterly
fluctuations you discussed in your response may be material to an understanding of material
trends regarding paying users in relation to active users, which may help investor further
under your results of operations and financi al condition. In this regard, we note that mobile
games accounted for 83.1% of your net revenues for the nine months ended September 30,
2017. Please revise your disclosure to provide quantitative and qualitative disclosure with
respect to paying users, in cluding an analysis of the changes in such operating data for each
quarter.

Results of Operations, page 77

5. We note your response to prior comment 9. Please revise your disclosures to provide  an
enhanced quantitative and qualitative discussion  of how t he average revenue per paying user
impacted  your platform monetization for each period  presented .  In addition,  revise your
disclosures  to discuss the increase in mobile game revenues attributable to both new and
existing paying players  as well as the increase in revenues attributable to both new and
existing mobile game  offerings. We refer you to Part I, Items 5A and 5D of Form 20 -F and
Section III.B of SEC Release 33 -8350.

6. We note from your response to prior comment 10 that you launch ed performance -based
advertising in December 2017. Please tell us the amount of advertising revenues attributable
to performance -based advertising for the nine months ended September 30, 2017. Explain
your consideration of providing price and volume disclo sures such as the number of paid
clicks or impressions and average cost per click or per thousand views  for the nine months
ended September 30, 2017 . We refer you to Part I, Items 5A  of Form 20 -F and Section III.B
of SEC Release 33 -8350.

Rui Chen
Bilibili Inc.
February 9 , 2018
Page 3

 Our Strengths, page 106

7. You state that, in September 2017, the monthly average time spent per device by your users
was 496.6 minutes and the number of monthly average visits per device of your users was
64.4 times, based on the same source. You also state that, across y our platform, daily
number of video views averaged 205.6  million in the third quarter of  2017. We further note
your disclosure on page 107 that in the third quarter of 2017, PUG video accounted for
87.6% of your total video views. Please revise your disclo sure to provide the data for the
same period s in 2016 to provide additional context. In this regard, we note your disclosure
on page 15 that the quality of the content offered on your platform and your users’ level of
engagement are critical to your succes s.

Highly sticky communities with a strong sense of belonging, page 106

8. Please revise your disclosure to provide data for the same period in 2016. Additionally,
please tell us if there is any relationship between paying users and official members. In this
regard, we note your disclosure on page 5 that “paying users" are users who make payments
for various products and services on your platform, and your disclosure on page  92 that
revenues from membership subscription are recognized ratably over the period of
subscription when services are rendered.  For instance, please clarify whether one person can
be both an official member and a paying user.

Consolidated Financial Statements

m) Revenue recognition,  page F -25

9. We note from your response to prior comment 22 that you launched performance -based
advertising in December 2017.  Please tell us your consideration of providing enhanced
disclosures to explain how you recognize  revenue s for performance -based advertising.

10. We note from your response to prior comment 26 that virtual items in live broadcasting and
VAS can only be purch ased using B-coins.  Clarify whether u sers can also use B -coins to
purchase virtual items in connection with your mobile game services.  Please  quantify  the
amount of revenues recognized in connection with B -coin arrangements f or each period
presented .  Tell  us your consideration of providing enhanced disclosures to explain how you
account for B -coin arrangements.  In addition, describe in greater detail the  relative terms
and conditions associated with your B -coin arrangements .

Note 3. Concentrations and Ri sks

d) Mobile games, page F -37

11. We note your response to prior comment 28.  Please revise to disclose the amount of mobile
game revenues attributable to Fate/Grand Order ( “FGO ”) and Yume -100 as of September

Rui Chen
Bilibili Inc.
February 9 , 2018
Page 4

 30, 2017.  Please tell us whether any other game  besides FGO and Yume -100 represents
more than 1 0% of your mobile game revenues for any period presented.

Note 6. Short -term Investments, page F -38

12. We note from your response to prior comment 29 that the wealth management products
mainly include investments in financial instruments with variable interest rates indexed to
the performance of the underlying assets and investments . Please describe in greater detail
the nature and terms o f your wealth managemen t products  for each period presented .

10. Long -term Investments, page F -40

13. We note your response to prior comment 30.  Please revise  to explain  why you did not
disclose the fair value of your  cost method investments.  We refer you to ASC 825 -10-50-16
to 50-19.

Unaudited Interim Condensed Consolidated Financial Statements

4. Prepayments and Other Current Assets, page F -86

14. Please describe in greater detail the  nature of your prepaid revenue sharing costs that are
related to operations of licensed mobile games.  Clarify  the terms and conditions associated
with these prepaid revenue share arrangements .

You may contact Morgan Youngwood , Staff Accountant, at (202) 551 -3479, or Stephen
Krikorian , Accounting  Branch Chief, at (202) 551 -3488 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.   If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake  Ayoola
Special Counsel
Office of Information Technologies and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP