SEC Comment Letter 0000000000-23-013542 to Sohu.com Ltd (SOHU)
Sohu.com Ltd
Date: Dec. 12, 2023 · CIK: 0001734107 · Accession: 0000000000-23-013542
AI Filing Summary & Sentiment
File numbers found in text: 001-38511
Letter
United States securities and exchange commission logo December 12, 2023 Charles Zhang Chief Executive Officer Sohu.com Ltd Level 18, Sohu.com Media Plaza Block 3, No. 2 Kexueyuan South Road, Haidian District Beijing 100190 People’s Republic of China Re:Sohu.com Ltd Form 20-F for the Fiscal Year Ended December 31, 2022 Filed March 30, 2023 File No. 001-38511 Dear Charles Zhang: We have reviewed your August 30, 2023 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 1, 2023 letter. Form 20-F for the Fiscal Year Ended December 31, 2022 Risks Related to Our Ordinary Shares and ADSs, page 41 1.We note your response to our prior Comment 1, which requested an analysis of the status of the Company and relevant subsidiaries under the Investment Company Act of 1940 (the “1940 Act”), and in particular your contention that the exclusion provided by Section 3(b)(1) of the 1940 Act is available to the Company. Please specify the percentage of the Company’s income for the past four fiscal quarters that in aggregate is attributable to investment securities held directly by the Company or by the VIEs. Please also provide for each individual VIE: (1) a description of the business conducted by such VIE; and (2) an analysis of the status of each such VIE under the 1940 Act on a standalone basis (including detailed information regarding the investment securities held by each such VIE
FirstName LastNameCharles Zhang Comapany NameSohu.com Ltd December 12, 2023 Page 2 FirstName LastName Charles Zhang Sohu.com Ltd December 12, 2023 Page 2 and the sources of income of such VIE (including relevant percentages)). Governmental Regulations and Legal Uncertainties, page 71 2.In future Form 20-F filings, please include the information that you provide in your response to prior comment two. Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Technology cc: Tim Bancroft
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United States securities and exchange commission logo
December 12, 2023
Charles Zhang
Chief Executive Officer
Sohu.com Ltd
Level 18, Sohu.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190
People’s Republic of China
Re:Sohu.com Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed March 30, 2023
File No. 001-38511
Dear Charles Zhang:
We have reviewed your August 30, 2023 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 1,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Risks Related to Our Ordinary Shares and ADSs, page 41
1.We note your response to our prior Comment 1, which requested an analysis of the status
of the Company and relevant subsidiaries under the Investment Company Act of 1940 (the
“1940 Act”), and in particular your contention that the exclusion provided by Section
3(b)(1) of the 1940 Act is available to the Company. Please specify the percentage of the
Company’s income for the past four fiscal quarters that in aggregate is attributable to
investment securities held directly by the Company or by the VIEs. Please also provide for
each individual VIE: (1) a description of the business conducted by such VIE; and (2) an
analysis of the status of each such VIE under the 1940 Act on a standalone basis
(including detailed information regarding the investment securities held by each such VIE
FirstName LastNameCharles Zhang
Comapany NameSohu.com Ltd
December 12, 2023 Page 2
FirstName LastName
Charles Zhang
Sohu.com Ltd
December 12, 2023
Page 2
and the sources of income of such VIE (including relevant percentages)).
Governmental Regulations and Legal Uncertainties, page 71
2.In future Form 20-F filings, please include the information that you provide in your
response to prior comment two.
Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Tim Bancroft