Correspondence 0001193125-25-005832 from Yuanbao Inc. (YB)
Yuanbao Inc.
Date: Jan. 14, 2025 · CIK: 0001995520 · Accession: 0001193125-25-005832
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282164
Referenced dates: December 9, 2024
Letter
Division of Corporation Finance Office of Finance Securities and Exchange Commission Re: Yuanbao Inc. Amendment No.1 to Registration Statement on Form F-1 Filed November 6, 2024 File No. 333-282164
Dear Mr. Phippen, Mr. Thomas, Mr. Stickel, Ms. Block:
On behalf of our client, Yuanbao Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 9, 2024 on the Company’s amendment to registration statement on Form F-1 filed on November 6, 2024 relating to a proposed initial public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Registration Statement”).
The Company has responded to all of the Staff’s comments by providing explanations herein. The Staff’s comments are repeated below in bold and followed by the Company’s response.
Austin Bay Area Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Riyadh Salt Lake City Shanghai Washington, D.C.
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 14,
Page 2
CONFIDENTIAL
Amendment No.1 to Form F-1 filed November 6, 2024
Risk Factors
PRC regulatory authorities have imposed penalties, including a six-month suspension, page 47
1. We note your disclosure here that the penalties include a six-month suspension of certain of PwC Zhong Tian’s business operations in the PRC. It appears that as a result of the suspension, PwC Zhong Tian is not in good standing. Please refer to Rule 2-01 of Regulation S-X. An accountant that is not in good standing is not qualified to sign a consent that is filed with the Commission. Also, it appears that the financial information included in this registration statement for the nine-months ended September 30, 2024 was reviewed by an accountant that is not in good standing. Please revise to comply with the requirements of Regulation S-X or advise.
The Company respectfully advises the Staff that PwC Zhong Tian has notified the Company that PwC Zhong Tian is, and continues to be, in good standing based on its verbal communication with the relevant PRC regulators. PwC Zhong Tian also verbally confirmed its ability to provide consent for the prior public filings of the Registration Statement with the relevant PRC regulators. Nevertheless, the Company has decided to defer the next public filing until after March 13, 2025, when the suspension on PwC Zhong Tian is lifted.
The PRC government’s significant oversight, page 59
2. Please revise to remove the language “in extreme cases” in the second sentence in this risk factor, when describing situations when the value of your securities may decline or become worthless.
In response to the Staff’s comment, the Company will remove the language “in extreme cases” in the next public filing of the amendment to Registration Statement.
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
January 14,
Page 3
CONFIDENTIAL
* * *
If you have any questions regarding this letter, please contact me at Justin You Zhou at justin.zhou@kirkland.com, +8610 5737 9323 (work) or +852 6807 7708 (cell).
Thank you for your time and attention.
Very truly yours,
/s/ Justin You Zhou
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CORRESP 1 filename1.htm CORRESP 58th Floor, China World Tower A No.1 Jian Guo Men Wai Avenue Beijing 100004, P.R. China Telephone: +8610 5737 9300 Facsimile: +8610 5737 9301 www.kirkland.com January 14, 2025 CONFIDENTIAL Ben Phippen Marc Thomas John Stickel Susan Block Division of Corporation Finance Office of Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Yuanbao Inc. Amendment No.1 to Registration Statement on Form F-1 Filed November 6, 2024 File No. 333-282164 Dear Mr. Phippen, Mr. Thomas, Mr. Stickel, Ms. Block: On behalf of our client, Yuanbao Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 9, 2024 on the Company’s amendment to registration statement on Form F-1 filed on November 6, 2024 relating to a proposed initial public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Registration Statement”). The Company has responded to all of the Staff’s comments by providing explanations herein. The Staff’s comments are repeated below in bold and followed by the Company’s response. Austin Bay Area Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Riyadh Salt Lake City Shanghai Washington, D.C. Division of Corporation Finance Office of Finance Securities and Exchange Commission January 14, 2025 Page 2 CONFIDENTIAL Amendment No.1 to Form F-1 filed November 6, 2024 Risk Factors PRC regulatory authorities have imposed penalties, including a six-month suspension, page 47 1. We note your disclosure here that the penalties include a six-month suspension of certain of PwC Zhong Tian’s business operations in the PRC. It appears that as a result of the suspension, PwC Zhong Tian is not in good standing. Please refer to Rule 2-01 of Regulation S-X. An accountant that is not in good standing is not qualified to sign a consent that is filed with the Commission. Also, it appears that the financial information included in this registration statement for the nine-months ended September 30, 2024 was reviewed by an accountant that is not in good standing. Please revise to comply with the requirements of Regulation S-X or advise. The Company respectfully advises the Staff that PwC Zhong Tian has notified the Company that PwC Zhong Tian is, and continues to be, in good standing based on its verbal communication with the relevant PRC regulators. PwC Zhong Tian also verbally confirmed its ability to provide consent for the prior public filings of the Registration Statement with the relevant PRC regulators. Nevertheless, the Company has decided to defer the next public filing until after March 13, 2025, when the suspension on PwC Zhong Tian is lifted. The PRC government’s significant oversight, page 59 2. Please revise to remove the language “in extreme cases” in the second sentence in this risk factor, when describing situations when the value of your securities may decline or become worthless. In response to the Staff’s comment, the Company will remove the language “in extreme cases” in the next public filing of the amendment to Registration Statement. Division of Corporation Finance Office of Finance Securities and Exchange Commission January 14, 2025 Page 3 CONFIDENTIAL * * * If you have any questions regarding this letter, please contact me at Justin You Zhou at justin.zhou@kirkland.com, +8610 5737 9323 (work) or +852 6807 7708 (cell). Thank you for your time and attention. Very truly yours, /s/ Justin You Zhou Justin You Zhou Enclosure c.c. Rui Fang, Chairman of the Board and Chief Executive Officer Huirui Wan, Chief Financial Officer Mengyu Lu, Esq., Partner, Kirkland & Ellis International LLP Jing Hu, Partner, PricewaterhouseCoopers Zhong Tian LLP Benjamin Su, Esq., Partner, Latham & Watkins LLP Daying Zhang, Esq., Partner, Latham & Watkins LLP