SEC Comment Letter for Bilibili Inc. (BILI, BLBLF) (CIK 0001723690) (BILI) — Feb 28, 2018
Bilibili Inc. (BILI, BLBLF) (CIK 0001723690)
Date: Feb. 28, 2018 · CIK: 0001723690 · Accession: 0000000000-18-006396
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 February 27, 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. 2 to Draft Registration Statement on Form F-1 Submitted February 14, 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 February 9, 2018 letter.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Ou r Results of Operations, page 72
1. We note your response to prior comment 3. Please revise to explain in greater detail how each of the met rics correlates with revenues. We also continue to believe disclosing the MAUs in the same table with the paying users metric would 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.
Rui Chen Bilibili Inc. February 27, 2018 Page 2
2. Please r evise to clarify the types of active users i ncluded in your MAU metric and disclose whether your games are generally free to play. Tell us your consideration of disclosing your average MAUs and average monthly paying users on the same basis. In this respect, we note that you currently disclose your average MAUs in millions and average monthly paying users in thousands. Disclosing these metrics on the same basis would help provi de context for investors .
3. Please revise to explain why your average monthly paying users and average monthly paying users for mobile games decreased during the quarter ended December 31, 2017.
Results of Operations, page 78
4. We note your response to pr ior comment 5. Please revise 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. This appears to be important information necessary to understanding your operating results considering your disclosures indicate that one of your primary challenges is to launch new games and release upgrades to attract new players and retain existing play ers. This also appears to be important disclosure considering the concentration risk and variability of your individual mobile game revenue contributions for each period presented. We refer you to Part I, Items 5A and 5D of Form 20 -F and Section III.B of SEC Release 33 -8350.
Note 3. Concentrations and Risks
d) Mobile games, page F -37
5. We note your response to prior comment 11. Please revise to disclose the revenue attributable to each individual game title that contributes to more than 10% of your tot al mobile game revenues for each period presented. In this respect, it is unclear why you do not believe the concentration makes you vulnerable to the risk of a near -term serve impact considering that only two or three games represent the majority of your total mobile game revenues for each period presented. We refer you to ASC 275 -10-50.
Rui Chen Bilibili Inc. February 27, 2018 Page 3
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 regardin g 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. J acobs , Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Folake Ayoola
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Mail Stop 4561 February 27, 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. 2 to Draft Registration Statement on Form F-1 Submitted February 14, 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 February 9, 2018 letter. Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Ou r Results of Operations, page 72 1. We note your response to prior comment 3. Please revise to explain in greater detail how each of the met rics correlates with revenues. We also continue to believe disclosing the MAUs in the same table with the paying users metric would 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. Rui Chen Bilibili Inc. February 27, 2018 Page 2 2. Please r evise to clarify the types of active users i ncluded in your MAU metric and disclose whether your games are generally free to play. Tell us your consideration of disclosing your average MAUs and average monthly paying users on the same basis. In this respect, we note that you currently disclose your average MAUs in millions and average monthly paying users in thousands. Disclosing these metrics on the same basis would help provi de context for investors . 3. Please revise to explain why your average monthly paying users and average monthly paying users for mobile games decreased during the quarter ended December 31, 2017. Results of Operations, page 78 4. We note your response to pr ior comment 5. Please revise 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. This appears to be important information necessary to understanding your operating results considering your disclosures indicate that one of your primary challenges is to launch new games and release upgrades to attract new players and retain existing play ers. This also appears to be important disclosure considering the concentration risk and variability of your individual mobile game revenue contributions for each period presented. We refer you to Part I, Items 5A and 5D of Form 20 -F and Section III.B of SEC Release 33 -8350. Note 3. Concentrations and Risks d) Mobile games, page F -37 5. We note your response to prior comment 11. Please revise to disclose the revenue attributable to each individual game title that contributes to more than 10% of your tot al mobile game revenues for each period presented. In this respect, it is unclear why you do not believe the concentration makes you vulnerable to the risk of a near -term serve impact considering that only two or three games represent the majority of your total mobile game revenues for each period presented. We refer you to ASC 275 -10-50. Rui Chen Bilibili Inc. February 27, 2018 Page 3 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 regardin g 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. J acobs , 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