SEC Company Response from PDD Holdings Inc. (PDD) (CIK 0001737806) (PDD) — Feb 7, 2019
PDD Holdings Inc. (PDD) (CIK 0001737806)
Date: Feb. 7, 2019 · CIK: 0001737806 · Accession: 0001104659-19-006322
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-229523
Referenced dates: February 7, 2019
Letter
VIA EDGAR Division of Corporation Finance Pinduoduo Inc. Registration Statement on Form F-1 Filed February 5, 2019 File No. 333-229523
Dear Ms. Ransom, Ms. Bagley:
On behalf of our client, Pinduoduo Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).
Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated February 7, 2019. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
The Company has requested on February 5, 2019, that the Staff declare the effectiveness of the Registration Statement at 4:30 pm Eastern Time of February 7, 2019. The Company would greatly appreciate the Staff’s assistance and support in meeting its timetable.
Amendment No. 1 to Form F-1 filed February 7, 2019
Risk Factors
Risks Related to Our ADSs and This Offering
“ADSs holders may not be entitled to a jury trial. . .”, page 62
1. Consistent with our prior comment, please revise your registration statement to provide additional disclosure about the enforceability of the jury trial waiver provision, including an explanation as to why you believe the provision is enforceable. In this regard, we note your disclosure that if “[you] or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable,” yet you have nottaken a position as to whether and why you believe the provision is enforceable. Please also remove the reference to “substantive” provisions of the U.S. federal securities laws in the last sentence of this risk factor disclosure.
The Company has been advised that the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, the Company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the federal laws and laws of the State of New York. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The Company believes this is the case with respect to the deposit agreement and the ADSs as such provision with respect to waiver of jury trial has been described in the Registration Statement.
In response to the Staff’s comment, the Company has revised disclosure on page 63 of the Registration Statement.
* * *
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com, or Henry Song, partner at Ernst &Young Hua Ming LLP, by telephone at +86-21-2228-2054 or via email at henry.song@cn.ey.com. Ernst &Young Hua Ming LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/ Z. Julie Gao
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CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS WILL H. CAI ^ GEOFFREY CHAN * ANDREW L. FOSTER* BRADLEY A. KLEIN - CHI T. STEVE KWOK * EDWARD H.P. LAM ¨* HAIPING LI * 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. RORY MCALPINE ¨ CLIVE W. ROUGH ¨ JONATHAN B. STONE * ^ (ALSO ADMITTED IN CALIFORNIA) ¨(ALSO ADMITTED IN ENGLAND & WALES) - (ALSO ADMITTED IN ILLINOIS) *(ALSO ADMITTED IN NEW YORK) WILMINGTON BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS REGISTERED FOREIGN LAWYERS Z. JULIE GAO (CALIFORNIA) February 7, 2019 SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO VIA EDGAR Ms. Mara L. Ransom Ms. Katherine Bagley Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Pinduoduo Inc. Registration Statement on Form F-1 Filed February 5, 2019 File No. 333-229523 Dear Ms. Ransom, Ms. Bagley: On behalf of our client, Pinduoduo Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated February 7, 2019. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. The Company has requested on February 5, 2019, that the Staff declare the effectiveness of the Registration Statement at 4:30 pm Eastern Time of February 7, 2019. The Company would greatly appreciate the Staff’s assistance and support in meeting its timetable. Amendment No. 1 to Form F-1 filed February 7, 2019 Risk Factors Risks Related to Our ADSs and This Offering “ADSs holders may not be entitled to a jury trial. . .”, page 62 1. Consistent with our prior comment, please revise your registration statement to provide additional disclosure about the enforceability of the jury trial waiver provision, including an explanation as to why you believe the provision is enforceable. In this regard, we note your disclosure that if “[you] or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable,” yet you have nottaken a position as to whether and why you believe the provision is enforceable. Please also remove the reference to “substantive” provisions of the U.S. federal securities laws in the last sentence of this risk factor disclosure. The Company has been advised that the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, the Company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the federal laws and laws of the State of New York. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The Company believes this is the case with respect to the deposit agreement and the ADSs as such provision with respect to waiver of jury trial has been described in the Registration Statement. In response to the Staff’s comment, the Company has revised disclosure on page 63 of the Registration Statement. * * * 2 If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com, or Henry Song, partner at Ernst &Young Hua Ming LLP, by telephone at +86-21-2228-2054 or via email at henry.song@cn.ey.com. Ernst &Young Hua Ming LLP is the independent registered public accounting firm of the Company. Very truly yours, /s/ Z. Julie Gao Z. Julie Gao Enclosures. cc: Zheng Huang, Chairman of the Board of Directors and Chief Executive Officer, Pinduoduo Inc. Henry Song, Partner, Ernst &Young Hua Ming LLP David T. Zhang, Esq., Partner, Kirkland & Ellis International LLP Steve Lin, Esq., Partner, Kirkland & Ellis International LLP 3