SEC Comment Letter 0000000000-24-004576 to Yuanbao Inc. (YB)
Yuanbao Inc.
Date: April 24, 2024 · CIK: 0001995520 · Accession: 0000000000-24-004576
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo April 24, 2024 Rui Fang Chief Executive Officer Yuanbao Inc. Building 2 No. 8 Beichen West Road Chaoyang District, Beijing, 100101 The People's Republic of China Re:Yuanbao Inc. Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted on April 10, 2024 CIK No. 0001995520 Dear Rui Fang: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 29, 2024 letter. Amendment No. 4 to Draft Registration Statement on Form F-1 General 1.We note that in various places throughout the filing you have removed the terms "uncertainty" or "uncertainties" when discussing the potential future actions by the PRC government, being based in or having the PRC Operating Entities’ operations primarily in mainland China, interpretation and enforcement of relevant laws and regulations, and the procedures and requisite timing for the overseas securities regulatory agencies to conduct investigations and collect evidence within the territory of mainland China. For example, we note your revised disclosure under "Contractual Arrangements and Corporate
FirstName LastNameRui Fang Comapany NameYuanbao Inc. April 24, 2024 Page 2 FirstName LastName Rui Fang Yuanbao Inc. April 24, 2024 Page 2 Structure," at page 8, and similarly removed "uncertainty" or "uncertainties," in this recent amendment at pages 29, 36, 55, 58, 67, and 71. Please revise to reinstate the prior language clarifying the existence of such uncertainties throughout the document, as applicable. Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
April 24, 2024
Rui Fang
Chief Executive Officer
Yuanbao Inc.
Building 2 No. 8 Beichen West Road
Chaoyang District, Beijing, 100101
The People's Republic of China
Re:Yuanbao Inc.
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted on April 10, 2024
CIK No. 0001995520
Dear Rui Fang:
We have reviewed your amended draft registration statement and have the following
comment.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 29, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
General
1.We note that in various places throughout the filing you have removed the terms
"uncertainty" or "uncertainties" when discussing the potential future actions by the PRC
government, being based in or having the PRC Operating Entities’ operations primarily in
mainland China, interpretation and enforcement of relevant laws and regulations, and the
procedures and requisite timing for the overseas securities regulatory agencies to conduct
investigations and collect evidence within the territory of mainland China. For example,
we note your revised disclosure under "Contractual Arrangements and Corporate
FirstName LastNameRui Fang
Comapany NameYuanbao Inc.
April 24, 2024 Page 2
FirstName LastName
Rui Fang
Yuanbao Inc.
April 24, 2024
Page 2
Structure," at page 8, and similarly removed "uncertainty" or "uncertainties," in this recent
amendment at pages 29, 36, 55, 58, 67, and 71. Please revise to reinstate the prior
language clarifying the existence of such uncertainties throughout the document, as
applicable.
Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance