SecProbe.io

Mail Stop 4561

March 12, 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.
Registration Statement on Form F-1
Filed March 2, 2018
File No. 333-223405

Dear Mr. Chen :

We have reviewed your 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 amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circumstances
or do not be lieve an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, p age 1

1. You state that the prospectus contains information from a report commissioned by you and
prepared by  iResearch . Please provide us with a copy of the iResearch Report for our
review. Clearly mark the specific language in the supporting materials that  supports each
statement in the prospectus.

2. Please revise to disclose that you derived 65.7%, 65.4% and 83.4% of your revenues from
mobile games in 2015, 2016 and 2017, respectively, and  that you  derive a significant portion
of mobile game revenues from a limited number of games , including that, i n 2017, two
mobile games accounted for more than 10% of your total mobile game revenues, one for
71.8% and the other for 12.7%.

Rui Chen
Bilibili Inc.
March 12, 2018
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operatio ns

Key Factors Affecting Our Results of Operations, page 72

3. Please tell us your consideration of disclosing the average revenue per monthly paying user
and the average revenue per monthly paying user for mobile games for each quarterly period
presented.  This appears to be important information necessary to underst anding your
revenues and operating results considering your ability to monetize depends on your ability
to increase the spending of your paying users.  We refer you to Part I, Items 5A and 5D of
Form 20 -F and Section III.B of SEC Release 33 -8350.

Related  Party Transactions, page 158

4. You state that you have received and expect to continue to receive certain services from the
spun -off entities on an arm’s length basis. Please revise to provide the material terms of any
related agreement(s) and file such agreement (s) as exhibits to the registration statement or
tell us why  you believe  these are not material. Refer to Item 601(b)(10) of Regulation S -K.

5. Please revise to identify your existing shareholders and management team members who
established the inves tment fund as well as the subsidiary that is a limited partner of the
investment fund. Also file related agreements as exhibits to the registration statement or tell
us why the information is not material.  Refer to Item 7.B. of Form 20 -F and Item 601(b) o f
Regulation S -K.

Taxation, page 183

6. We note that you have  filed the opinion s of Walkers  regarding certain Cayman Islands tax
matters and Commerce  & Finance Law Offices regarding certain PRC tax matters as
Exhibits 8.1 and 8.2, respectively. Please revise to clearly identify each material tax
consequence being opined upon and identify the tax counsel s. For guidance, refer to Section
III of Staff Legal  Bulletin No. 19.

Consolidated Financial Statements

Note 29.  Subsequent Events, page F -66

7. Please clarify your disclosures that indicate the consideration of the transfer is expected to
be approximately RMB500.00 million, which represents a premium of approximately
RMB 53.7 million over the carrying value of these investments.  In this respect, tell us the
amount of consideration that the Company will receive in connection with the transfer .
Explain whether the transfer consideration represents the fair  value of the equity investments
transferred . Describe  in detail the nature of the equity  investments that will be transferred
and when you expect the transfer to be completed.  In addition, tell us your consideration of
providing pro forma financial infor mation to reflect the transfer of the equity investments.
We refer you to Article 11 -01 of Regulation S -X.

Rui Chen
Bilibili Inc.
March 12, 2018
Page 3

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate time for
us to review any amendment prior to the requested effective date of the registration statement.

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