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Correspondence 0001104659-23-011024 from Hesai Group (HSAI)

Hesai Group
Date: Feb. 6, 2023 · CIK: 0001861737 · Accession: 0001104659-23-011024

AI Filing Summary & Sentiment

File numbers found in text: 001-41611, 333-269247

Date
February 6, 2023
Author
Hesai Group
Form
CORRESP
Company
Hesai Group

Letter

VIA EDGAR Division of Corporation Finance Office of Technology Washington, D.C. 20549 Re: Hesai Group (CIK No. 0001861737) Registration Statement on Form F-1 (File No. 333-269247) Registration Statement on Form 8-A (File No. 001-41611)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Hesai Group (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on February 8, 2023, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class B ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,
Hesai Group

Show Raw Text
CORRESP
1
filename1.htm

February 6, 2023

VIA EDGAR

Ms. Jan Woo

Mr. Jeff Kauten

Mr. Stephen Krikorian

Ms. Laura Veator

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Hesai Group (CIK No. 0001861737)

Registration Statement on Form F-1 (File No. 333-269247)

Registration Statement on Form 8-A (File No. 001-41611)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule
461”) promulgated under the Securities Act of 1933, as amended, Hesai Group (the “Company”) hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated
to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on February 8, 2023, or as soon thereafter
as practicable.

The Company also requests that the Registration
Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class B ordinary
shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together
with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that the representatives
of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed
with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Hesai Group

  By:
  /s/ Yifan Li

  Name:
  Yifan Li

  Title:
  Director and Chief Executive Officer

[Signature Page to Issuer Acceleration Request]