SecProbe.io

United States securities and exchange commission logo
January 30, 2023
Yifan Li
Chief Executive Officer
Hesai Group
9th Floor, Building L2-B
1588 Zhuguang Road, Qingpu District
Shanghai 201702
People’s Republic of China
Re:Hesai Group
Registration Statement on Form F-1
Filed January 17, 2023
File No. 333-269247
Dear Yifan Li:
            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 believe 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.
Registration Statement on Form F-1
Prospectus Summary
Conventions That Apply to This Prospectus, page 12
1.We note that your definition of "China" or the "PRC" excludes Hong Kong and Macau.
Please revise your disclosure to remove the exclusion of Hong Kong and Macau from
your definition of "China" or the "PRC."

 FirstName LastNameYifan Li
 Comapany NameHesai Group
 January 30, 2023 Page 2
 FirstName LastName
Yifan Li
Hesai Group
January 30, 2023
Page 2
Summary Consolidated Financial Data, page 17
2.Please update your pro forma calculation to include the amount of stock compensation
that will be recognized upon the effectiveness of your IPO.  Assume the service vesting
conditions that were met as of the IPO effectiveness date were met as of January 1, 2021
and include the entire amount of additional stock compensation in you pro forma net loss
per share for the year ended December 31, 2021.  In determining the service vesting
conditions that will be met as of the IPO effectiveness date and calculating the stock
compensation that will be recognized upon the effectiveness of your IPO, use the most
recent practicable date, when known, and disclose this date.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 77
3.You disclose that you have industry-leading gross margins of approximately 50% from
2020 onwards. However, your disclosure on page 78 states that your gross margin for the
nine months ended September 30, 2022 was 44.0% and your Selected Quarterly Results of
Operations on page 89 indicate that your gross margin for the most recent quarter ended
September 30, 2022 was 37%.  Please clarify this disclosure to include your gross margin
through September 30, 2022 and any known decreases in gross margin as it relates to the
unit shipments through December 31, 2022 that you have disclosed.
Management, page 152
4.Please file the consent of Bonnie Zhang as an exhibit to your registration statement.  Refer
to Securities Act Rule 438.
Compensation of Directors and Executive Officers, page 156
5.Please update to include the executive compensation disclosure for the year ended
December 31, 2022.
Unaudited Condensed Consolidated Financial Statements for the Nine Months Ended September
30, 2021 and 2022
Notes to Unaudited Condensed Consolidated Financial Statements
12. Share Based Compensation, page F-64
6.When your preliminary IPO price is known, please provide us with a breakdown of all
equity awards granted from six month before the date of this letter and leading up to the
preliminary pricing of your IPO. This breakdown should list grants in chronological order
including the fair value of the underlying common stock used to value such awards as
determined by your board of directors. Please reconcile and explain the differences
between the fair values of the underlying equity interest determined on each grant date,
including the difference between the most recent grant date fair value and the midpoint of
your offering range. In addition, your disclosure should fully describe the assumptions

 FirstName LastNameYifan Li
 Comapany NameHesai Group
 January 30, 2023 Page 3
 FirstName LastName
Yifan Li
Hesai Group
January 30, 2023
Page 3
utilized at the IPO valuation date that are significantly different than those used in the
most recent valuation.
            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 Laura Veator, Senior Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yuting Wu, Esq.