SecProbe.io

August 17, 2026
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of China
Re: Bilibili Inc.
Form 20-F for the Fiscal Year Ended December 31, 2025
Filed April 16, 2026
File No. 001-38429
Dear Rui Chen:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Haiping Li

CORRESP
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CORRESP

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

 July 31,
2026

 VIA EDGAR

 Mr. Stephen Krikorian

Mr. Andrew Mew

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Bilibili Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2025

Filed April 16, 2026 (File No. 001-38429)

Dear Mr. Krikorian and Mr. Mew,

 This
letter sets forth the Company’s responses to the comments contained in the letter dated June 25, 2026 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025 filed with the Commission on April 16, 2026 (the “2025 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning
ascribed to such terms in the 2025 Form 20-F.

 Form 20-F for the
Fiscal Year Ended December 31, 2025

 Item 5. Operation and Financial Review and Prospects

Results of Operations

 Other income
(expenses), page 132

1.
 We note your disclosure of the underlying factors behind the change in “Net investment loss, net
(including impairments)”, which primarily includes return earned on financial products issued by banks and other financial institutions and the fair value change of investments. In that regard, please quantify the amounts related to these
factors as well as any amount due to impairments and their reasons in future filings and advise us. If the impairments represented downward fair value adjustments related to your equity investments using the measurement alternative, please clarify
your disclosure. Refer to Item 303 (b) of Regulation S-K.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 31, 2026

  Page
 2

 The Company respectfully advises the Staff that “Net investment loss, net (including
impairments)” for the fiscal years ended December 31, 2024 and 2025 primarily includes returns earned on financial products issued by banks and other financial institutions and the fair value changes of investments. The major underlying
quantitative information related to these factors has been disclosed under “Note 5, Short-term investments” and “Note 9, Long-term Investments, Net” to the consolidated financial statements. The Company respectfully proposes
to provide the following enhanced disclosure in future filings of its annual report on Form 20-F. Page reference is made to the 2025 Form 20-F to illustrate the
approximate location of the disclosure (with additions underlined and in italics).

 Page 132:

Investment loss, net (including impairments). Net investment loss, net (including impairments) primarily includes returns
earned on financial products issued by banks and other financial institutions and the fair value changes of investments. We had a net investment loss of RMB470.1 million and RMB242.3 million (US$34.6 million) in
2024 and 2025, respectively, which were primarily attributable to impairment charges of RMB486.5 million and RMB320.7 million related to equity investments using the measurement
alternative for 2024 and 2025, respectively, partially offset by the returns earned by the Company’s short-term investments in financial products issued by banks or shares of publicly traded companies amounting to
RMB69.5 million and RMB77.1 million in 2024 and 2025, respectively.

The Company respectfully advises the Staff that, as disclosed in “Note 9. Long-term Investments, Net” on page F-46 under the subheading “Equity investments using the measurement alternative”, the impairment charges for long-term investments of RMB320.7 million recorded in “Investment
loss, net (including impairments)” for the year ended December 31, 2025 were attributable to certain investees’ unsatisfactory financial performance with no obvious upturn or potential financing solutions in the foreseeable future,
and therefore the Group determined the fair value of these investments was less than their carrying value.

 Financial Statements

Notes to the financial statements

 10.
taxation, page F-49

2.
 Refer to the rate reconciliation table under (a). We note the disaggregation of the reconciling items by
jurisdiction and the adjustment of 54,702 or 4.5% under statutory income tax difference between Chinese Hong Kong and Chinese Mainland. We also note your disclosure of lower corporate income tax rate in Chinese Hong Kong as compared to Chinese
Mainland. Please explain how the rate differential is a positive 4.5% in light of the lower rate in Hong Kong.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 31, 2026

  Page
 3

 The Company respectfully advises the Staff that the Group’s income tax rate
reconciliation starts from the statutory income tax rate of 25% in the Chinese mainland. In 2025, the Group’s subsidiaries in Chinese Hong Kong incurred an aggregate loss before income tax. Accordingly, the positive adjustment of
RMB54,702 thousand or a positive 4.5% primarily reflects the fact that the tax effect attributable to such loss before income tax, computed at the lower corporate income tax rate of 16.5% in Chinese Hong Kong, is less than the tax effect that
would have resulted at the 25% statutory income tax rate in the Chinese mainland.

3.
 Please provide disaggregated disclosures by jurisdiction with respect to your (loss) profit before income
tax expenses. Refer to ASC 740-10-50-10A.

The Company respectfully proposes to provide the following enhanced disclosure in future filings of its annual report on Form 20-F. Page reference is made to the 2025 Form 20-F to illustrate the approximate location of the disclosure (with additions underlined and in italics).

Page F-49:

The components of profit/(loss) before income tax expenses (after intra-group eliminations) for the year ended
December 31, 2025 are as follows:

Profit/(loss) before income tax expenses

 For the Year Ended December 31, 2025

 RMB in thousands

 Profit from Chinese mainland operations

1,494,028

 Loss from non-Chinese mainland operations

(285,942)

 Total profit before income tax expenses

 1,208,086

 22. Fair Value Measurement, page F-65

4.
 We note your narrative disclosure of the impairment to your equity investments using measurement alternative
and that the fair values were based on valuation methods using the observable transaction price at the transaction date or other unobservable inputs. In that regard, please provide more detail of the valuation methods or techniques that you used and
consider providing more transparent disclosures using the example within ASC 820-10-55-100. Refer to ASC 820-10-50-2(a).

The Company respectfully advises the Staff that the impairment recognized in 2025 related to certain equity investments without readily
determinable fair values, none of which was individually material. When impairment indicators existed, the Company estimated the fair values of these investments in accordance with the principles of ASC 820 and, where applicable, wrote down their
carrying values to fair values, with the difference recorded in “Investment loss, net (including impairments)”. These fair value measurements are classified within non-recurring Level 3 of the
fair value hierarchy. The fair value of these investments was determined based on valuation methods under the market approach using unobservable inputs including selection of comparable companies and multiples, volatility, and risk-free rate.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 31, 2026

  Page
 4

 Given that none of the impaired investments was individually material in 2025, the Company
did not provide itemized quantitative disclosures of valuation techniques and unobservable inputs in Note 22. The Company respectfully proposes to provide the following enhanced disclosure in future filings of its annual report on Form 20-F. Page reference is made to the 2025 Form 20-F to illustrate the approximate location of the disclosure (with changes marked in italics, deletions as strike-through and
additions underlined).

 Page F-65:

Recurring fair value measurement

The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy on a recurring
basis as of December 31, 2025:

Fair Value Measurements

Quoted Prices in
Active Market
for Identical Assets

Significant Other
Observable Inputs

Significant
Unobservable
Inputs

Total

(Level 1)

(Level 2)

(Level 3)

RMB in thousands

 Short-term investments

 Financial products

6,123,586

— 

6,123,586

— 

 Investments in publicly traded companies

323,611

323,611

— 

— 

 Long-term Investments

 Investments accounted for at fair value

1,388,250

— 

1,388,250

— 

 Total recurring fair value measurements

7,835,447

323,611

7,511,836

— 

 Non-recurring fair value measurement

The Group measures equity investments accounted for using the equity method at fair value on a
non-recurring basis only if an impairment charge were to be recognized. Equity investments accounted for using the measurement alternative are generally not categorized in the fair value hierarchy. However, if
equity investments without readily determinable fair values were re-measured or impaired during the years ended December 31, 2024 and 2025, they were classified within Level 3 in the fair value
hierarchy because the Group estimated the value of the instruments based on valuation methods using the observable transaction price at the transaction date or other unobservable inputs under the market approach
using unobservable inputs including selection of comparable companies and multiples, volatility, and risk-free rate.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 31, 2026

  Page
 5

 For the years ended As of December 31, 2024 and 2025,
certain equity investments without determinable fair value (Note 9) were measured using unobservable inputs (Level 3) and were written down from their respective carrying value to fair value, with impairment
charges of RMB486.5 million and RMB320.7 million incurred and recorded in “Investment loss, net (including impairments)” for the years then ended (Note 9). As of December 31,
2025, the remaining amount of these impacted equity investments accounted for using the measurement alternative accounted at fair value on a non-recurring basis was immaterial.

In future annual reports, to the extent that non-recurring Level 3 fair value measurements are
individually material, the Company will further enhance its disclosures to include the valuation techniques and significant unobservable inputs used, including their ranges and weighted averages, in a manner consistent with the example in ASC 820-10-55-100 and the requirements of ASC 820-10-50-2(a).

 *  *   *

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 31, 2026

  Page
 6

 If you have any additional questions or comments regarding the 2025 Form 20-F, please contact the undersigned at +86 21 2509 9255 or sam@bilibili.com or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740 4835 or
haiping.li@skadden.com.

Very truly yours,

 /s/ Xin Fan

Xin Fan

Chief Financial Officer

cc:
 Rui Chen, Chairman and Chief Executive Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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CORRESP

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

July 21, 2026

 VIA EDGAR

Mr. Stephen Krikorian

 Mr. Andrew Mew

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Bilibili Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2025

Filed April 16, 2026 (File No. 001-38429)

Dear Mr. Krikorian and Mr. Mew,

 The
Company has received the letter dated June 25, 2026 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025 filed with the Commission on April 16, 2026 (the “2025 Form 20-F”). The Company respectfully
submits to the Staff to request an extension to the deadline for responding to the letter due to the additional time required to gather sufficient information and prepare thorough responses. The Company will provide its response to the letter as
soon as possible, no later than July 31, 2026.

 If you have any additional questions or comments regarding the 2025 Form 20-F, please contact the undersigned at +86 21 2509 9255 or sam@bilibili.com or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740 4835 or
haiping.li@skadden.com.

Very truly yours,

/s/ Xin Fan

Xin Fan

Chief Financial Officer

cc:
 Rui Chen, Chairman and Chief Executive Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

June 25, 2026
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of China
Re: Bilibili Inc.
Form 20-F for the Fiscal Year Ended December 31, 2025
Filed April 16, 2026
File No. 001-38429
Dear Rui Chen:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2025
Item 5. Operating and Financial Review and Prospectus
Results of Operations
Other income (expenses), page 132
1. We note your disclosure of the underlying factors behind the change in “Net investment
loss, net (including impairments”, which primarily includes return earned on financial
products issued by banks and other financial institutions and the fair value change of
investments.  In that regard, please quantify the amounts related to these factors as well as
any amount due to impairments and their reasons in future filings and advise us. If the
impairments represented downward fair value adjustments related to your equity
investments using the measurement alternative, please clarify your disclosure. Refer to
Item 303 (b) of Regulation S-K.
Financial Statements

June 25, 2026
Page 2
Notes to the financial statements
10. Taxation, page F-49
2. Refer to the rate reconciliation table under (a). We note the disaggregation of the
reconciling items by jurisdiction and the adjustment of 54,702 or 4.5% under statutory
income tax difference between Chinese Hong Kong and Chinese Mainland. We also note
your disclosure of lower corporate income tax rate in Chinese Hong Kong as compared to
Chinese Mainland. Please explain how the rate differential is a positive 4.5% in light of
 the lower rate in Hong Kong.
3. Please provide disaggregated disclosures by jurisdiction with respect to your (loss) profit
before income tax expenses. Refer to ASC 740-10-50-10A.
22. Fair Value Measurement, page F-65
4. We note your narrative disclosure of the impairment to your equity investments using
measurement alternative and that the fair values were based on valuation methods using
the observable transaction price at the transaction date or other unobservable inputs. In that
regard, please provide more detail of the valuation methods or techniques that you used
and consider providing more transparent disclosures using the example within ASC 820-
10-55-100. Refer to ASC 820-10-50-2(a).
            In closing, 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.
            Please contact Andrew Mew at 202-551-3377 or Stephen Krikorian at 202-551-3488 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
January 24, 2024
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People’s Republic of China
Re:Bilibili Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 27, 2023
File No. 001-38429
Dear Rui Chen:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Haiping Li

CORRESP
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CORRESP

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

 January 22, 2024

VIA EDGAR

 Ms. Laura Veator

Mr. Stephen Krikorian

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Bilibili Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed April 27, 2023 (File
No. 001-38429)

 Dear Ms. Veator and Mr. Krikorian,

This letter sets forth the Company’s responses to the comments contained in the letter dated January 12, 2024 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 27, 2023 (the
“2022 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in
the 2022 Form 20-F.

 Form 20-F for the Fiscal Year Ended December 31, 2022

Item 3. Key Information, page 5

1.
 Prior comment 1.b requested, to the extent that the Company’s consolidated holdings in investment
securities are not materially different from its holdings as of June 30, 2023, that the company include a risk factor in future 20-F filings addressing the risk that the Company may be considered an “investment company” under the
Investment Company Act of 1940, as amended (the Act”) and the associated consequences. Please revise the risk factor provided by the Company as follows:

a.
 The Company’s draft risk factor stated, in conclusory fashion, that “[w]e are not an
‘investment company[.]’” Please revise this language to characterize the statement as the Company’s belief.

b.
 Please explicitly address the fact that a significant portion of the Company’s present assets consist
of investment securities.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

January 22, 2024

  Page
 2

 In response to the Staff’s comment, to the extent that the Company’s consolidated
holdings in investment securities are not materially different from its holdings as of June 30, 2023, the Company respectfully proposes to include the requested draft risk factor in its future Form 20-F filings in substantially the following
form (with additions underlined and deletions strikethrough):

 If we are deemed an “investment company” under the
Investment Company Act of 1940, it could adversely affect the price of the ADSs, could constrain our future activities, and could materially and adversely affect our business, results of operations, and financial condition.

We do not believe that we are not an “investment company” and we do not intend to become registered as
an “investment company” under the U.S. Investment Company Act of 1940 (the “1940 Act”), or the Investment Company Act. Certain of our assets and other future holdings may be deemed to be “investment securities” within
the meaning of the 1940 Act. Under the 1940 Act, a company is deemed to be an “investment company” if it is engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, holding, or trading in
securities. On a consolidated basis, a significant portion of our present assets as of [December 31, 2023] consists of [time deposits and short-term investments held for cash management purposes], which may be deemed to be “investment
securities” within the meaning of 1940 Act. However, We we do not hold ourselves out as being primarily engaged, or proposing to engage primarily, in the business of investing, reinvesting or trading in securities.
Rather, we are primarily engaged in the business of building a leading video community for young generations in China.

 We seek to conduct
our operations so that we do not meet the definition of “investment company” under the 1940 Act. Doing so may require us to forego potential future acquisitions of interests in companies that may be deemed to be “investment
securities” within the meaning of the 1940 Act. If we are unable to structure or operate our business in a manner that avoids investment company status under the 1940 Act, we may be deemed to be an investment company within the meaning of the
1940 Act. As a foreign private issuer, we would not be eligible to register under the 1940 Act unless the SEC issued an order permitting us to do so. As a result, if we are deemed to be an investment company within the meaning of the 1940 Act, we
would either have to obtain exemptive relief from the SEC or dispose of investment securities in order to fall outside the definition of an investment company. Failure to avoid being deemed an investment company under the 1940 Act, coupled with our
inability as a foreign private issuer to register under the 1940 Act, could make us unable to comply with our reporting obligations as a public company in the United States and lead to our being delisted from the Nasdaq Global Select Market, which
would materially and adversely affect the liquidity and value of the ADSs. We would also be unable to raise capital through the sale of securities in the United States or to conduct business in the United States. In addition, we may be subject to
SEC enforcement action or purported class action lawsuits for alleged violations of U.S. securities laws. Defending ourselves against any such enforcement action or lawsuits would require significant attention from our management and divert
resources from our existing businesses and could materially and adversely affect our business, results of operations, and financial condition.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

January 22, 2024

  Page
 3

2.
 We note your response to the staff’s prior comment 3 regarding value of the VIEs. Based on the
information provided, we do not necessarily agree with your view that the book value of the VIEs reflect fair value consistent with section 2(a)(41) of the Act. In addition, your response to prior comment 3 references Accounting Series Release
(“ASR”) No. 113, Financial Reporting Codification (CCH) §404.04 (Oct. 21, 1969) and ASR No. 118, Financial Reporting Codification (CCH) §404.03 (Dec.23, 1970). However, ASR 113 and ASR 118 have been rescinded in
their entirety. See Good Faith Determinations of Fair Value, SEC Investment Company Act Rel. No. 34128 (Dec. 3, 2020). Please ensure that, going forward, the Company values the VIEs in a manner consistent with the Act. Please confirm
your understanding of the foregoing.

 For purposes of Section 3(a)(1)(C) of the Investment Company Act of 1940,
as amended (the “1940 Act”) the Company confirms that it will value the VIEs in a manner consistent with the 1940 Act.

*    *    *

 If you have any additional questions or comments regarding the 2022 Form 20-F, please
contact the undersigned at +86 21 2509 9255 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP, at +86 21 6193 8210 or haiping.li@skadden.com.

Very truly yours,

/s/ Xin Fan

Xin Fan

Chief Financial Officer

cc:
 Rui Chen, Chairman and Chief Executive Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
January 12, 2024
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People’s Republic of China
Re:Bilibili Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 27, 2023
File No. 001-38429
Dear Rui Chen:
            We have reviewed your December 7, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 22,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 5
1.Prior comment 1.b requested, to the extent that the Company’s consolidated holdings in
investment securities are not materially different from its holdings as of June 30, 2023,
that the company include a risk factor in future 20-F filings addressing the risk that the
Company may be considered an “investment company” under the Investment Company
Act of 1940, as amended (the Act”) and the associated consequences. Please revise the
risk factor provided by the Company as follows:

a. The Company’s draft risk factor stated, in conclusory fashion, that “[w]e are not an
‘investment company[.]’” Please revise this language to characterize the statement as the

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 January 12, 2024 Page 2
 FirstName LastName
Rui Chen
Bilibili Inc.
January 12, 2024
Page 2
company’s belief.

b. Please explicitly address the fact that a significant portion of the Company’s present
assets consist of investment securities.
2.We note your response to the staff's prior comment 3 regarding value of the VIEs.  Based
on the information provided, we do not necessarily agree with your view that the book
value of the VIEs reflect fair value consistent with section 2(a)(41) of the Act.  In
addition, your response to prior comment 3 references Accounting Series Release
(“ASR”) No. 113, Financial Reporting Codification (CCH) §404.04 (Oct. 21, 1969) and
ASR No. 118, Financial Reporting Codification (CCH) §404.03 (Dec.23, 1970).
However, ASR 113 and ASR 118 have been rescinded in their entirety.  See Good Faith
Determinations of Fair Value, SEC Investment Company Act Rel. No. 34128 (Dec. 3,
2020).  Please ensure that, going forward, the Company values the VIEs in a manner
consistent with the Act.  Please confirm your understanding of the foregoing.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Haiping Li

CORRESP
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CORRESP

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

December 7, 2023

 VIA EDGAR

Ms. Laura Veator

 Mr. Stephen Krikorian

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Bilibili Inc. (the “Company”)

 Form 20-F for the Fiscal Year Ended December 31, 2022

 Filed April 27, 2023 (File
No. 001-38429)

Dear Ms. Veator and Mr. Krikorian,

This letter sets forth the Company’s responses to the comments contained in the letter dated November 22, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the
Commission on April 27, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but
not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

 Form 20-F for the Fiscal Year Ended December 31, 2022

 Item 3. Key Information, page 5

1.
 The Company’s response to prior comment 3 shows that a significant portion of the Company’s total
present assets on a consolidated basis consisted of investment securities as of June 30, 2023.

•

 Please provide a detailed legal analysis as to whether the Company is primarily engaged in the business of
investing, reinvesting or trading in securities under Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “Act”) when considering the fifth factor under Tonopah, “the nature of the issuer’s
present assets.” Please also advise as to the percentage of the Company’s consolidated assets that consist of investment securities as of the fiscal quarter ending September 30, 2023.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

December 7, 2023

  Page
 2

 Section 3(a)(1)(A) of the Investment Company Act defines the term “investment
company” to include any issuer which “is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities” (emphasis added). The determination
of an issuer’s primary business engagement requires a fact-specific inquiry. Over the years, the SEC and the courts have developed a number of criteria to be used in determining whether a company is engaged primarily in a non-investment business. The criteria applicable to nearly every situation are: (i) the company’s historical development; (ii) its public representations of policy; (iii) the activities of its
officers and directors; (iv) the sources of its present income; and (v) the nature of its present assets (the “Tonopah Factors”).1

Because the Company does not hold itself out to be an investment company, the relevant consideration is whether the Company is
“primarily” engaged in the investment business. The following sections analyze the application of the five Tonopah Factors to the Company’s business.

Historical Development

The Company first launched its website in June 2009, and the Company commenced commercial operations in 2011 as an online video sharing
platform. The Company established Shanghai Hode Information Technology Co., Ltd. (“Hode Information Technology”) to expand its operations in May 2013. In December 2013, Bilibili Inc. was incorporated in the Cayman Islands to serve as the
Company group’s ultimate holding company. In February 2014, the Company established Hode HK Limited (“Hode HK”), a wholly-owned Hong Kong subsidiary, and in September 2014, Hode HK established a wholly-owned PRC subsidiary, Hode
Shanghai Limited (“Hode Shanghai”). Hode Shanghai then entered into a series of contractual arrangements with each of its variable interest entities (“VIEs”), Hode Information Technology and Shanghai Kuanyu Digital Technology
Co., Ltd. (“Shanghai Kuanyu”), and their respective shareholders. Chaodian HK Limited (“Chaodian HK”), a wholly-owned subsidiary of Bilibili Inc., was established in 2019. Chaodian HK’s wholly-owned subsidiary, Chaodian
Shanghai Technology Co., Ltd. (“Chaodian Technology”), subsequently entered into a series of contractual arrangements with Shanghai Chaodian Culture Communication Co., Ltd. (“Chaodian Culture”) and its shareholders pursuant to
which Chaodian Technology became the sole beneficiary of, and gained control of, Chaodian Culture. American Depositary Shares (“ADS”) representing the Company’s Class Z ordinary shares commenced trading on the Nasdaq Global
Select Market under the symbol “BILI” on March 28, 2018.

 The Company is a holding company that currently conducts its
business in China mainly through (i) Hode HK and its subsidiaries, Shanghai Bilibili Technology Co., Ltd. (“Bilibili Technology”) and Hode Shanghai, and the VIEs, Shanghai Kuanyu and Hode Information Technology, and its subsidiaries
and (ii) Chaodian HK and its subsidiary, Chaodian Technology, and the VIE, Chaodian Culture. Through its subsidiaries, the VIEs and their subsidiaries (“Consolidated Operating Entities”), the Company offers a leading online video
platform as well as mobile games and anime, comic and audio platforms.

1
 Tonopah Mining Co. of Nev., 26 S.E.C. 426, 427 (1947); Certain Prima Facie Inv. Cos., Investment Company
Act Release No. IC-10937, 18 S.E.C. Docket 948 (1979).

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

December 7, 2023

  Page
 3

 The Company and the Consolidated Operating Entities maintain significant intellectual
property with respect to its primary business of providing internet cultural activities and information services related to the distribution of online games. For example, as of September 30, 2023, the Company and the Consolidated Operating
Entities have registered approximately 1,203 patents, 2,639 copyrights, 355 domain names including www.bilibili.com and 8,564 trademarks. The Company and the Consolidated Operating Entities have submitted approximately 2,116 additional patent
applications and 409 trademark applications as of September 30, 2023. While such internally developed intellectual property is not reflected on the Company’s balance sheet in accordance with GAAP, the Company believes such intellectual
property has significant value.

 The Company’s and the Consolidated Operating Entities’ devotion to their business of providing
internet cultural activities and information services related to the distribution of online games is demonstrated by the fact that substantially all of their revenue is derived from their offerings of value added services (the “VAS”) such
as premium subscriptions, live broadcasting, anime and comics and audio drama content; mobile games; advertising and e-commerce through the Consolidated Operating Entities, and not from investment securities.
Similarly, substantially all of the expenses the Company and the Consolidated Operating Entities incur in the ordinary course of their business are incurred in connection with the operation of its online video, media and e-commerce platforms, and not in connection with investment securities. For the period ended September 30, 2023, the Company and the Consolidated Operating Entities neither derived significant revenue nor
incurred significant expenses in connection with investment securities.

 Public Representations

The Company has never held itself or any of the Consolidated Operating Entities out to the public (or to investors) as an investment company.
The Company and the Consolidated Operating Entities were organized for the purpose of, and since the Company became a public reporting company in the United States in 2018 have always stated that their business purpose is, providing internet
cultural activities and information services related to the distribution of online games through subsidiaries and relevant Consolidated Operating Entities. The Company believes that the price of the Company’s ADSs may be affected by a number of
factors, including, but not limited to, the following: (i) the Company’s results of operations and financial conditions; (ii) the Company’s strategies and future business development; (iii) the Company’s ability to
retain and increase the number of users, members and advertising customers; provide quality content, products and services; and expand its product and service offerings; (iv) competition in the online entertainment industry; (v) the
Company’s ability to maintain its culture and brand image within its addressable user communities; (vi) the Company’s ability to manage its costs and expenses; (vii) PRC governmental policies and regulations relating to the online
entertainment industry; (viii) general economic and business conditions globally and in China; and (ix) assumptions underlying or related to any of the foregoing. Further information regarding these and other factors that could affect the
price of the Company’s ADSs is disclosed in the 2022 Form 20-F. The Company does not believe the price of the Company’s ADSs will move in response to changes in its investment income or the
composition of its investment holdings. Moreover, neither the Company nor any of the Consolidated Operating Entities devote any attention to nor has the Company disclosed its or the Consolidated Operating Entities’ financial management or
securities activities on its website or in its public documents except as required by law.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

December 7, 2023

  Page
 4

 Directors, Officers and Employees

The business activities of the Company’s and the Consolidated Operating Entities’ directors, officers and employees historically have
been devoted almost exclusively to its business of providing internet cultural activities and information services related to the distribution of online games in China, including the governance and operational activities involved in supporting that
business. As of September 30, 2023, the Company and the Consolidated Operating Entities had approximately 10,000 employees, only 5 of whom were actively involved in managing the Company’s investments. It is estimated that none of these
persons devote more than 50% of his or her time to managing the Company’s investments. The other officers and employees, who represented more than 99% of the Company’s total officers and employees as of September 30, 2023, devote
substantially all of their time and business efforts at the Company to the Company’s online media and e-commerce businesses and to functions that support those businesses and not to managing investments
owned by the Company. These employees were actively engaged in growing the Company’s business and were utilizing the Company’s cash to fund the Company’s business operations.

Sources of Income

 The
Company’s filings indicate that the results of the Company and the Consolidated Operating Entities are driven by their position as a leading video community for young generations in China, with a rich offering of content, including video
services, mobile games and VAS. Substantially all of the Company’s and the Consolidated Operating Entities’ revenue is derived from their offerings of VAS, advertising, mobile games, and intellectual property (“IP”) and other
derivative products through its e-commerce platform. Users of the Company’s and the Consolidated Operating Entities’ platforms are charged for certain features and functions, such as live
broadcasting, premium membership subscriptions allowing access to premium content, comics and audio content. The Company and the Consolidated Operating Entities also generate revenue from advertising on their platforms. The Company and the
Consolidated Operating Entities also generate considerable revenue from the sale of in-game virtual items in its exclusively licensed and jointly published mobile games. Additionally, the Company and the
Consolidated Operating Entities generate revenue from the sales of IP and derivative products through its e-commerce platform.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

December 7, 2023

  Page
 5

 More than 98 % of the Company’s and each Consolidated Operating Entities’
total revenue for the nine months ended September 30, 2023 was derived from their mobile games, services offered through their video and digital media platforms, advertising on their platforms, sublicensing licensed content and e-commerce sales, and not from investment securities. Similarly, more than 99% of the Company’s and each Consolidated Operating Entities’ expenses for the nine months ended September 30, 2023 were
incurred in connection with the provision of products through the Company’s e-commerce platform and the provision of services and virtual items through their online media platforms and mobile games,
including through revenue sharing arrangements with mobile game developers, distribution payment channel partners, hosts and content creators; content licensing and production costs; bandwidth costs and employee salaries, benefits and share-based
compensation, and not in connection with investment securities.

 As detailed in response to comment 2 of the prior letter, the
Company’s and the Company Group’s investment securities do not produce a significant percentage of such entities’ income, particularly in light of the current interest rate and market environments and in comparison, to the
Company’s operating businesses. For the twelve months ended December 31, 2022 and the nine months ended September 30, 2023, the Company and the Consolidated Operating Entities derived more than 98% of their total income from sources
unrelated to investment securities, and more than 99% of their total expenses were incurred from sources unrelated to investment securities.

Nature of Present Assets

The Company’s assets consist of cash, demand deposits, time deposits, receivables, including interest receivables from loans and other
intercompany receivables, prepayments, inventories, short-term investments in non-U.S. money market funds and financial products with variable interest rates referenced to performance of underlying assets
issued by commercial banks or other financial institutions, equity interests in subsidiaries, strategic investments in publicly traded and private companies and certain pooled investment funds, property and equipment, net production costs,
intangible assets such as intellectual property, deferred tax assets, right-to-use assets and goodwill.

As of December 31, 2022, on a consolidated basis, the Company had total assets, exclusive of cash, cash items and government securities,
of approximately RMB31,643,183,000 and held investment securities totaling approximately RMB15,146,130,000. Accordingly, on a consolidated basis, investment securities comprised approximately 47.9% of the Company’s total assets, exclusive of
cash, cash items and government securities. As of September 30, 2023, the Company had total assets, exclusive of cash, cash items and government securities, of approximately RMB26,087,534,000 and held investment securities totaling
approximately RMB11,509,283,000. Accordingly, on a consolidated basis, investment securities comprised approximately 44.1% of the Company’s total assets, exclusive of cash, cash items and government securities.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

December 7, 2023

  Page
 6

 As noted in the Company’s prior response letters, Section 3(a)(1)(C) is calculated
on an unconsolidated basis, and on an unconsolidated basis, less than 40% of the Company’s total assets, exclusive of cash, cash items and government securities, consist of investment securities, as of June 30, 2023.

United States securities and exchange commission logo
November 22, 2023
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People’s Republic of China
Re:Bilibili Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 27, 2023
File No. 001-38429
Dear Rui Chen:
            We have reviewed your November 13, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 17,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 5
1.The Company’s response to prior comment 3 shows that a significant portion of the
Company’s total present assets on a consolidated basis consisted of investment securities
as of June 30, 2023.

1.Please provide a detailed legal analysis as to whether the Company is primarily
engaged in the business of investing, reinvesting or trading in securities under
Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “Act”) when
considering the fifth factor under Tonopah, “the nature of the issuer’s present
assets.” Please also advise as to the percentage of the Company’s consolidated assets

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 November 22, 2023 Page 2
 FirstName LastName
Rui Chen
Bilibili Inc.
November 22, 2023
Page 2
that consist of investment securities as of the fiscal quarter ending September 30,
2023.
2.To the extent that the Company’s consolidated holdings in investment securities are
not materially different from its holdings as of June 30, 2023, please include a risk
factor in future 20-F filings addressing the risk that the Company may be considered
an “investment company” under the Act and the associated consequences.  Please
provide a draft copy of such risk factor with your response.
2.We note that the Company’s response to prior comment 3 describes cash to include,
among others, “highly liquid investments [ . . . ] with original maturities from the date of
purchase of three months or less.”

1.Please describe these investments in detail, and please also provide analysis as to
why you consider such investments to be cash items for purposes of Section
3(a)(1)(C) of the Act.
2.In addition—assuming for this purpose that these assets are classified as investment
securities rather than as cash items—please (i) advise as to the percentage of the
Company’s assets that consist of investment securities on a consolidated basis and
(ii) provide an updated analysis under Section 3(a)(1)(C) of the Act for each issuer
holding such investments on an unconsolidated basis, in each case as of September
30, 2023.
3.In your response to prior comment 6, you state: “Because no market quotations are readily
available for the securities of any of the VIEs, the ‘value’ of such relationships for
purposes of section 2(a)(41) of the Act are the book values of each VIE, which reflect the
fair value of such relationships as determined in good faith by the Company’s Board of
Directors in accordance with section 2(a)(41)(A) of the Act.” Please explain with greater
specificity how this value was determined, including citations to relevant legal authority
under the Act and, as necessary, supporting accounting guidance, models or methods.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Haiping Li

CORRESP
1
filename1.htm

Correspondence

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

 November 13, 2023

VIA EDGAR

 Ms. Laura Veator

Mr. Stephen Krikorian

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Bilibili Inc. (the “Company”)

 Form 20-F for the Fiscal Year Ended December 31, 2022

 Filed April 27, 2023 (File
No. 001-38429)

 Dear Ms. Veator and Mr. Krikorian,

This letter sets forth the Company’s responses to the comments contained in the letter dated October 17, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the
Commission on April 27, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but
not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F. Where financial information is required, the Company has provided such information up to and including the
quarter ended June 30, 2023, which is the most recently available fiscal quarter.

 Form 20-F for the
Fiscal Year Ended December 31, 2022

 Item 3. Key Information, page 5

1.
 Please supplement the Company’s discussion of the “Officers and Directors” factor under
Tonopah (as set forth in the Company’s response to comment 1) to describe the titles or roles of the five persons who are actively involved in managing the Company’s investments.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

November 13, 2023

  Page
 2

 The employees of the Company who are actively involved in managing the Company’s
investments are as follows:

 Number of
Employee(s)

 Title

 Job Responsibilities

1

Senior Supervisor

Developing strategies regarding the Company’s cash management, equity investment, and other financial activities. Overseeing the management of cash flow, financial risks, investment and banking relationships.

2

Senior Associate

Handling the Company’s banking relationships, equity investment and other corporate treasury matters; coaching the work of the two Associates who provide assistance.

1

Associate

Preparing analysis and proposals for various uses of corporate treasury funds, improving the efficiency of corporate treasury fund usage, managing accounts payable and accounts receivable, and assisting with other corporate treasury
matters

1

Associate

Handling intra-group corporate treasury fund movement between the Company and its Consolidated Operating Entities based on business needs, apply for various types of credit from banks and other financial institutions, coordinate
with other departments in relation to auditing, project settlement, and other work streams, and assisting with other corporate treasury matters

2.
 We note that the Company’s discussion of the “Sources of Income” factor under
Tonopah states, “[m]ore than 99% of the Company’s and each Consolidated Operating Entities’ total revenue for the twelve-month period ended December 31, 2022 was derived from their mobile games [and certain
other sales and services] and not from investment securities.” In addition, the discussion states, “more than 99% of the Company’s and each Consolidated Operating Entities’ expenses for the twelve-month period ended
December 31, 2022 were incurred [ . . . ] not in connection with investment securities.”

•

 Please supplement this response with figures as of September 30, 2023 or the most recently available
fiscal quarter end.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

November 13, 2023

  Page
 3

•

 The Company’s discussion was not sufficiently detailed to allow the staff to assess the Company’s
position. Accordingly, please supplement this response to specifically provide the aggregate dollar amount and percentage attributable to each source of income (and expense) identified in the response (e.g., mobile games, services offered through
video and digital media platforms, provision of products through the Company’s e-commerce platform, etc.). Please also discuss how 99% of the Company’s total revenue and 99% of the Company’s
expenses was not derived from, or incurred in connection with, investment securities when, as noted in the Company’s discussion of the “Sources of Income” factor under Tonopah, the Company’s investment
securities represent approximately 29.48% of the Company’s adjusted total assets as of June 30, 2023 when calculated in accordance with Section 3(a)(1)(C) of the Investment Company Act of 1940 (the “Act”) and certain other
Company Group (as defined in the Company’s response to comment 2) issuers have investment securities representing high percentages of adjusted total assets.

The Company respectfully submits that

•

 For the twelve months ended December 31, 2022 and the six months ended June 30, 2023, the Company and
its Consolidated Operating Entities (for purposes of this response, collectively, the “Company”) had total income of RMB23,656.8 million and RMB11,096.2 million, respectively, with 99.5% and 98.1% of the total income derived from
sources unrelated to investment securities, respectively.

•

 For the twelve months ended December 31, 2022 and the six months ended June 30, 2023, the Company had
total expenses of 31,164.4 million and RMB13,273.9 million, respectively, with 99.8% and 100.0% of the total expenses incurred from sources unrelated to investment securities, respectively.

Further to the above, the Company is submitting a breakdown and detailed discussions with respect to its source of income and expenses in
Appendix A of the supplemental response, which the Company is submitting under separate cover and on a confidential basis.

 While the
Company’s investment securities represented approximately 29.48% of the Company’s adjusted total assets as of June 30, 2023 when calculated in accordance with the unique method required by Section 3(a)(1)(C) of the Act, and
certain other Company Group issuers held investment securities representing high percentages of their adjusted total assets, the Company’s and the Company Group’s investment securities did not produce a significant percentage of such
entities’ income during the period, particularly in light of the current interest rate and market environments and in comparison to the Company’s operating businesses.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

November 13, 2023

  Page
 4

3.
 The Company’s response to comment one, under the heading “Nature of Present Assets,” refers
to its response to comment 2. However, neither such response appears to provide information about the nature of the Company’s present assets on a consolidated basis. Accordingly, please describe the nature of the Company’s present assets
on a consolidated basis as of the most recent fiscal quarter end (September 30, 2023 (if available)). Please also provide sufficient detail on the manner in which this calculation is made, including a discussion of any substantive determinations
and/or characterizations of assets that are material to your calculation.

 The Company respectfully notes that the
40% Test under Section 3(a)(1)(C) of the Act is to be conducted on an unconsolidated basis. As detailed in the Company’s response to comment 2 of the initial comment letter, investment securities represent approximately 29.48% of the
Company’s adjusted total assets when calculated on an unconsolidated basis, thus the Company is not an investment company as defined in Section 3(a)(1)(C).

Additionally, the Company is submitting the requested information with respect to the Company’s total present assets on a consolidated
basis in Appendix A of the supplemental response, which the Company is submitting under separate cover and on a confidential basis for the Staff’s information.

The Company further submits that its historical development, its public representations of policy, the activities of its officers and
directors, the sources of its present income and the nature of its present assets, as discussed in the Company’s response to comment 1 of the initial comment letter and supplemented in Appendix A hereto, demonstrate that the Company is engaged
primarily in a non-investment business and thus is not an investment company as defined in Section 3(a)(1)(A) of the Act.

4.
 The staff notes the Company’s discussion of the various categories of assets of the Company and its
subsidiaries in its response to comment 3. However, because these responses are provided for multiple entities, they are often qualified (“generally” or “consist primarily”). Moreover, the labels of the assets in the response do
not match the labels used in Appendix A. Please provide an updated response, as of the most recent fiscal quarter end (September 30, 2023 (if available)), that identifies each constituent part of the numerator(s) and denominator(s) for each entity,
including a discussion of any substantive determinations and/or characterizations of assets that are material to your calculations with respect to such entity. For example, when referring to an entity’s intercompany receivables or investments
in majority-owned subsidiaries that are not investment companies, please ensure that your response clearly describes the nature of such assets, including their constituent parts, with respect to that specific entity and the basis for the
Company’s treatment of such assets.

 The Company has updated the Investment Company Act Calculations to reflect
the requested information. The Investment Company Act Calculations are set forth in Appendix A of the supplemental response, which the Company is submitting under separate cover and on a confidential, supplemental basis.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

November 13, 2023

  Page
 5

5.
 In providing the information referenced above on an entity-by-entity basis, please also be sure to address the questions below for the following asset categories identified in its response to comment 3:

•

 Amounts due from Group companies.

○

 We note that the Company’s response addresses certain intercompany loans represented by notes or loan
agreements, or on which interest is charged. Please discuss whether the Company Group assets consist of receivables due or owing in connection with intercompany loans which are not represented by notes or loan agreements, or on
which interest is not charged. Discuss also whether, and in which asset category, these assets are reflected, and how the Company treats these assets for purposes of Section 3(a)(1)(C) of the Act.

•

 Time deposits.

○

 Discuss whether any entity in the Company Group has deposits with maturities of less than 3 months and the
Company’s proposed treatment of these assets for purposes of Section 3(a)(1)(C) of the Act.

•

 Restricted cash.

○

 Discuss the amount of restricted cash subject to restricted withdrawal periods, including whether any such
cash is invested in securities, certificates of deposits, or any other assets. Please describe the legal rationale for the Company’s position that the restricted cash is not an investment security and its treatment for purposes of
Section 3(a)(1)(C) of the Act.

 The Company has included the requested information with respect
to each asset category under “Investment Company Act Calculations” in Appendix A of the supplemental response, which the Company is submitting under separate cover and on a confidential, supplemental basis.

For the avoidance of doubt, the Company confirms that the Company Group assets do not consist of receivables due or owing in connection with
intercompany loans which are not represented by notes or loan agreements (whether or not interest is charged). As reflected in the Company’s response to comment 4 above, all intercompany loans are represented by notes or loan agreements,
whether or not interest is charged, and all such intercompany loans were treated as investment securities for purposes of Section 3(a)(1)(C) of the Act.

The Company confirms that no entity in the Company Group has time deposits with original maturities of less than 3 months, and all of the
Company Group’s time deposits were treated as investment securities for purposes of Section 3(a)(1)(C) of the Act.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

November 13, 2023

  Page
 6

 The Company further confirms that only one entity in the Company Group, Shanghai Kuanyu
Digital Technology Co., Ltd., holds restricted cash as of June 30, 2023. RMB167.8 million of such restricted cash is subject to restricted withdrawal periods, and none of such cash is invested in securities, certificates of deposits or any
other assets. The Company treats such cash as a cash item for purposes of Section 3(a)(1)(C) because the fact that such cash is subject to a restricted withdrawal period or appointed for a specific business purpose does not alter the nature of
the asset. Such cash is plainly not a “security” as defined in Section 2(a)(36) of the Act, and therefore cannot be an “investment security” as defined in Section 3(a)(2) of the Act.

6.
 Please supplementally clarify how the wholly foreign-owned enterprise (“WFOE”) identified in
Appendix A treats each applicable variable interest entity (“VIE”) for purposes of Section 3(a)(1)(C) of the Act and explain the rationale for this treatment. More specifically, please discuss whether the Company treats the
WFOE’s relationship with the VIE as comprising the applicable WFOE’s total assets for purposes of Section 3(a)(1)(C) and, if so, how the Company is calculating the “value” of such amounts for purposes of
Section 2(a)(41) of the Act.

 The Company’s WFOEs identified in Appendix A are Hode Shanghai Limited
(“Hode Shanghai”) and Chaodian (Shanghai) Technology Co., Ltd. (“Chaodian Technology”). Hode Shanghai’s VIEs are Shanghai Kuanyu Digital Technology Co., Ltd. (“Shanghai Kuanyu”) and Shanghai Hode Information
Technology Co., Ltd. (“Hode Information Technology”); Chaodian Technology’s VIE is Shanghai Chaodian Culture Communication Co., Ltd. (“Chaodian Culture”).

Section 2(a)(43) of the Act defines “wholly-owned subsidiary” of a person as a company 95 per centum or more of the outstanding
voting securities of which are owned by such person, or by a company which, within the meaning of that paragraph, is a wholly-owned subsidiary of such person. Section 2(a)(42) of the Act defines “voting security” to mean, in pertinent
part, any security presently entitling the owner or holder thereof to vote for the election of directors of a company. This voting control need not be held by reason of the ownership of securities; rather it may arise under a voting agreement.1 It is clear, reading Sections 2(a)(42) and 2(a)(43) of the Act together, that a wholly-owned subsidiary is defined with reference to the ability to elect a majority of its board of directors.
Moreover, the courts and the Commission have taken the position that the possessor of an economic interest in an issuer, such that the holder of the economic interest has the power to exercise control over how the issuer is managed, is considered to
hold the equivalent of a voting security.2

1
 See Farley, Inc. (pub. avail. Apr. 15, 1988); Pengrowth Energy Trust (pub. avail. Jan. 27, 2000).
In Farley, Inc., the staff at the SEC stated that it would not recommend enforcement action if the company treated its subsidiary as a majority-owned subsidiary, even though it would own less than 50 percent of the voting power to elect
directors of the subsidiary, since it would have voting contr

CORRESP
1
filename1.htm

Correspondence

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

October 31, 2023

 VIA EDGAR

Ms. Laura Veator

 Mr. Stephen Krikorian

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:

Bilibili Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

 Filed April 27, 2023 (File No. 001-38429)

 Dear Ms. Veator and Mr. Krikorian,

The Company has received the letter dated October 17, 2023 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 27, 2023 (the
“2022 Form 20-F”). The Company respectfully submits to the Staff to request an extension to the deadline for responding to the letter due to the additional time required to gather sufficient information and prepare thorough
responses. The Company will provide its response to the letter as soon as possible, no later than November 15, 2023.

 If you have any
additional questions or comments regarding the 2022 Form 20-F, please contact the undersigned at +86 21 2509 9255 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom
LLP at +86 21 6193 8210 or haiping.li@skadden.com.

Very truly yours,

 /s/ Xin Fan

Xin Fan

Chief Financial Officer

cc:
 Rui Chen, Chairman and Chief Executive Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
October 17, 2023
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People’s Republic of China
Re:Bilibili Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 27, 2023
File No. 001-38429
Dear Rui Chen:
            We have reviewed your September 26, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 29,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 5
1.Please supplement the Company’s discussion of the “Officers and Directors” factor under
Tonopah (as set forth in the Company’s response to comment 1) to describe the titles or
roles of the five persons who are actively involved in managing the Company’s
investments.
2.We note that the Company’s discussion of the “Sources of Income” factor under Tonopah
states, “[m]ore than 99% of the Company’s and each Consolidated Operating Entities’
total revenue for the twelve-month period ended December 31, 2022 was derived from
their mobile games [and certain other sales and services] and not from investment

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 October 17, 2023 Page 2
 FirstName LastNameRui Chen
Bilibili Inc.
October 17, 2023
Page 2
securities.” In addition, the discussion states, “more than 99% of the Company’s and each
Consolidated Operating Entities’ expenses for the twelve-month period ended December
31, 2022 were incurred [ . . . ] not in connection with investment securities.”

•Please supplement this response with figures as of September 30, 2023 or the most
recently available fiscal quarter end.

•The Company’s discussion was not sufficiently detailed to allow the staff to assess
the Company’s position. Accordingly, please supplement this response to specifically
provide the aggregate dollar amount and percentage attributable to each source of
income (and expense) identified in the response (e.g., mobile games, services offered
through video and digital media platforms, provision of products through the
Company’s e-commerce platform, etc.). Please also discuss how 99% of the
Company’s total revenue and 99% of the Company’s expenses was not derived from,
or incurred in connection with, investment securities when, as noted in the
Company’s discussion of the “Sources of Income” factor under Tonopah, the
Company’s investment securities represent approximately 29.48% of the Company’s
adjusted total assets as of June 30, 2023 when calculated in accordance with Section
3(a)(1)(C) of the Investment Company Act of 1940 (the “Act”) and certain other
Company Group (as defined in the Company’s response to comment 2) issuers have
investment securities representing high percentages of adjusted total assets.
3.The Company’s response to comment one, under the heading “Nature of Present Assets,”
refers to its response to comment 2. However, neither such response appears to provide
information about the nature of the Company’s present assets on a consolidated basis.
Accordingly, please describe the nature of the Company’s present assets on a consolidated
basis as of the most recent fiscal quarter end (September 30, 2023 (if available)). Please
also provide sufficient detail on the manner in which this calculation is made, including a
discussion of any substantive determinations and/or characterizations of assets that are
material to your calculation.
4.The staff notes the Company’s discussion of the various categories of assets of the
Company and its subsidiaries in its response to comment 3. However, because these
responses are provided for multiple entities, they are often qualified (“generally” or
“consist primarily”). Moreover, the labels of the assets in the response do not match the
labels used in Appendix A. Please provide an updated response, as of the most recent
fiscal quarter end (September 30, 2023 (if available)), that identifies each constituent part
of the numerator(s) and denominator(s) for each entity, including a discussion of any
substantive determinations and/or characterizations of assets that are material to your
calculations with respect to such entity. For example, when referring to an entity’s
intercompany receivables or investments in majority-owned subsidiaries that are not
investment companies, please ensure that your response clearly describes the nature of
such assets, including their constituent parts, with respect to that specific entity and the
basis for the Company’s treatment of such assets.

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 October 17, 2023 Page 3
 FirstName LastNameRui Chen
Bilibili Inc.
October 17, 2023
Page 3
5.In providing the information referenced above on an entity-by-entity basis, please also be
sure to address the questions below for the following asset categories identified in its
response to comment 3:

•Amounts due from Group companies.oWe note that the Company’s response addresses certain intercompany loans
represented by notes or loan agreements, or on which interest is charged. Please
discuss whether the Company Group assets consist of receivables due or owing
in connection with intercompany loans which are not represented by notes or
loan agreements, or on which interest is not charged. Discuss also whether, and
in which asset category, these assets are reflected, and how the Company treats
these assets for purposes of Section 3(a)(1)(C) of the Act.

• Time deposits.oDiscuss whether any entity in the Company Group has deposits with maturities
of less than 3 months and the Company’s proposed treatment of these assets for
purposes of Section 3(a)(1)(C) of the Act.

•Restricted cash.oDiscuss the amount of restricted cash subject to restricted withdrawal periods,
including whether any such cash is invested in securities, certificates of
deposits, or any other assets. Please describe the legal rationale for the
Company’s position that the restricted cash is not an investment security and its
treatment for purposes of Section 3(a)(1)(C) of the Act.
6.Please supplementally clarify how the wholly foreign-owned enterprise (“WFOE”)
identified in Appendix A treats each applicable variable interest entity (“VIE”) for
purposes of Section 3(a)(1)(C) of the Act and explain the rationale for this treatment.
More specifically, please discuss whether the Company treats the WFOE’s relationship
with the VIE as comprising the applicable WFOE’s total assets for purposes of Section
3(a)(1)(C) and, if so, how the Company is calculating the “value” of such amounts for
purposes of Section 2(a)(41) of the Act.
7.Please discuss whether the entity identified as having investment securities greater than
40% of Adjusted Total Assets is registered or will be registered as an investment company
under the Act and explain the rationale for its registration status.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 October 17, 2023 Page 4
 FirstName LastName
Rui Chen
Bilibili Inc.
October 17, 2023
Page 4
Office of Technology
cc:       Haiping Li

CORRESP
1
filename1.htm

CORRESP

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

September 26, 2023

 VIA EDGAR

Ms. Laura Veator

 Mr. Stephen Krikorian

Mr. Austin Pattan

 Mr. Andrew Mew

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Bilibili Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed April 27, 2023 (File No. 001-38429)

Dear Ms. Veator, Mr. Krikorian, Mr. Pattan and Mr. Mew,

This letter sets forth the Company’s responses to the comments contained in the letter dated August 29, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the
Commission on April 27, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but
not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

 Form 20-F for the Fiscal Year Ended December 31, 2022

 Item 3. Key Information, page 5

1.
 Please provide a detailed legal analysis regarding whether the company and each of its subsidiaries meet the
definition of an “investment company” under Section 3(a)(1)(A) of the 1940 Act. In your response, please address, in detail, each of the factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and
provide legal and factual support for your analysis of each such factor.

 Section 3(a)(1)(A) of the Investment
Company Act defines the term “investment company” to include any issuer which “is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in
securities” (emphasis added). The determination of an issuer’s primary business engagement requires a fact-specific inquiry. Over the years, the SEC and the courts have developed a number of criteria to be used in determining whether a
company is engaged primarily in a non-investment business. The criteria applicable to nearly every situation are: (i) the company’s historical development; (ii) its public representations of
policy; (iii) the activities of its officers and directors; (iv) the sources of its present income; and (v) the nature of its present assets (the “Tonopah
Factors”).1

1
 Tonopah Mining Co. of Nev., 26 S.E.C. 426, 427 (1947); Certain Prima Facie Inv. Cos., Investment Company
Act Release No. IC-10937, 18 S.E.C. Docket 948 (1979).

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

September 26, 2023

 Page 2

 Although the SEC has not indicated how much emphasis should be placed on any particular
criterion, it has indicated that, in general, more significance should be placed on the character of a company’s assets (as evidenced by the relative percentage of a company’s assets invested in operating businesses (“operating
assets”) versus investment instruments (“investment assets”)), and the sources of the company’s present income (as evidenced by the relative percentage of the company’s income derived from operating assets versus investment
assets).2 However, other considerations may apply in the application of the foregoing factors, for example, a company’s investment holdings may be based on such company’s need for cash
for operations or acquisitions or other needs and a desire to preserve the value of such cash. In general, SEC and court decisions indicate that if an applicant has demonstrated significant activity in a
non-investment business, a need for available capital, and the absence of public representations that it is in the investment business, no registration is required.

Because the Company does not hold itself out to be an investment company, the relevant consideration is whether the Company is
“primarily” engaged in the investment business. The following sections analyze the application of the five Tonopah Factors to the Company’s business.

Historical Development

The Company first launched its website in June 2009, and the Company commenced commercial operations in 2011 as an online video sharing
platform. The Company established Shanghai Hode Information Technology Co., Ltd. (“Hode Information Technology”) to expand its operations in May 2013. In December 2013, Bilibili Inc. was incorporated in the Cayman Islands to serve as the
Company group’s ultimate holding company. In February 2014, the Company established Hode HK Limited (“Hode HK”), a wholly-owned Hong Kong subsidiary, and in September 2014, Hode HK established a wholly-owned PRC subsidiary, Hode
Shanghai Limited (“Hode Shanghai”). Hode Shanghai then entered into a series of contractual arrangements with each of its variable interest entities (“VIEs”), Hode Information Technology and Shanghai Kuanyu Digital Technology
Co., Ltd. (“Shanghai Kuanyu”), and their respective shareholders. Chaodian HK Limited (“Chaodian HK”), a wholly-owned subsidiary of Bilibili Inc., was established in 2019. Chaodian HK’s wholly-owned subsidiary, Chaodian
Shanghai Technology Co., Ltd. (“Chaodian Technology”), subsequently entered into a series of contractual arrangements with Shanghai Chaodian Culture Communication Co., Ltd. (“Chaodian Culture”) and its shareholders pursuant to
which Chaodian Technology became the sole beneficiary of, and gained control of, Chaodian Culture. American Depositary Shares (“ADS”) representing the Company’s Class Z ordinary shares commenced trading on the Nasdaq Global
Select Market under the symbol “BILI” on March 28, 2018.

2
 Investment Company Act Release No. IC-10937, supra note 1;
Tonopah, 26 S.E.C. at 427. But see SEC v. National Presto Industries, Inc. 486 F.D.A. 305 (7th Cir. 2007), in which the Court rejected the assertion that the composition of a company’s assets is the most important of these
five considerations; rather, what is most important is whether the company’s “portfolio and activities [will] lead investors to treat a firm as an investment vehicle or as an operating enterprise.”

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

September 26, 2023

 Page 3

 The Company is a holding company that currently conducts its business in China mainly through
(i) Hode HK and its subsidiaries, Shanghai Bilibili Technology Co., Ltd. (“Bilibili Technology”) and Hode Shanghai, and the VIEs, Shanghai Kuanyu and Hode Information Technology, and its subsidiaries and (ii) Chaodian HK and its
subsidiary, Chaodian Technology, and its VIE, Chaodian Culture. Through its subsidiaries, VIEs and their subsidiaries (“Consolidated Operating Entities”), the Company offers a leading online video platform as well as mobile games and
anime, comic and audio platforms.

 The Company and its Consolidated Operating Entities maintain significant intellectual property with
respect to its primary business of providing video and other media content platforms. For example, as of December 31, 2022, the Company and its Consolidated Operating Entities have registered approximately 985 patents, 1,847 copyrights, and
8,154 trademarks and is in the process to register an additional approximately 1,863 patents and 1,171 trademarks. The Company and its Consolidated Operating Entities have approximately 350 registered domain names as of December 31, 2022.

The Company’s and its Consolidated Operating Entities’ devotion to their business of providing video and other media content
platforms is demonstrated by the fact that substantially all of their revenue is derived from their offerings of value added services (the “VAS”) such as premium subscriptions, live broadcasting, anime and comics and audio drama content;
mobile games; advertising and e-commerce through its Consolidated Operating Entities, and not from investment securities. Similarly, substantially all of the expenses the Company and its Consolidated Operating
Entities incur in the ordinary course of their business are incurred in connection with the operation of its online video, media and e-commerce platforms, and not in connection with investment securities. For
the year ended December 31, 2022, the Company and its Consolidated Operating Entities neither derived significant revenue nor incurred significant expenses in connection with investment securities.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

September 26, 2023

 Page 4

 Public Representations

The Company has never held itself or any of its Consolidated Operating Entities out to the public (or to investors) as an investment company.
The Company and its Consolidated Operating Entities were organized for the purpose of, and since the Company became a public reporting company in the United States in 2018 have always stated that their business purpose is, providing online video,
game and other media and e-commerce platforms through subsidiaries and relevant Consolidated Operating Entities . The Company believes that the price of the Company’s ADSs may be affected by a number of
factors, including, but not limited to, the following: (i) the Company’s results of operations and financial conditions; (ii) the Company’s strategies and future business development; (iii) the Company’s ability to
retain and increase the number of users, members and advertising customers; provide quality content, products and services; and expand its product and service offerings; (iv) competition in the online entertainment industry; (v) the
Company’s ability to maintain its culture and brand image within its addressable user communities; (vi) the Company’s ability to manage its costs and expenses; (vii) PRC governmental policies and regulations relating to the
online entertainment industry; (viii)general economic and business conditions globally and in China; and (ix) assumptions underlying or related to any of the foregoing. Further information regarding these and other factors that could affect the
price of the Company’s ADSs is disclosed in the 2022 Form 20-F. The Company does not believe the price of the Company’s ADSs will move in response to changes in its investment income or the
composition of its investment holdings. Moreover, neither the Company nor any of its Consolidated Operating Entities devote any attention to nor has the Company disclosed its or its Consolidated Operating Entities’ financial management or
securities activities on its website or in its public documents except as required by law.

 Directors, Officers and Employees

The business activities of the Company’s and its Consolidated Operating Entities’ directors, officers and employees historically have
been devoted almost exclusively to its business of providing online video, game and other media and e-commerce platforms in China, including the governance and operational activities involved in supporting
that business. As of December 31, 2022, the Company and its Consolidated Operating Entities had approximately 11,092 employees, only 5 of whom were actively involved in managing the Company’s investments. It is estimated that none of these
persons devote more than 50% of his or her time to managing the Company’s investments. The other 11,087 officers and employees, who represented more than 99% of the Company’s total officers and employees as of December 31, 2022,
devote substantially all of their time and business efforts at the Company to the Company’s online media and e-commerce businesses and to functions that support those businesses and not to managing
investments owned by the Company. These employees were actively engaged in growing the Company’s business and were utilizing the Company’s cash to fund the Company’s business operations.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

September 26, 2023

 Page 5

 Sources of Income

The Company’s filings indicate that the results of the Company and its Consolidated Operating Entities are driven by their position as a
leading video community for young generations in China, with a rich offering of content, including video services, mobile games and VAS. Substantially all of the Company’s and its Consolidated Operating Entities’ revenue is derived from
their offerings of VAS, advertising, mobile games, and intellectual property (“IP”) and other derivative products through its e-commerce platform. Users of the Company’s and its Consolidated
Operating Entities’ platforms are charged for certain features and functions, such as live broadcasting, premium membership subscriptions allowing access to premium content, comics and audio content. The Company and its Consolidated Operating
Entities also generate revenue from advertising on their platforms. The Company and its Consolidated Operating Entities also generate considerable revenue from the sale of in-game virtual items in its
exclusively licensed and jointly published mobile games. Additionally, the Company and its Consolidated Operating Entities generate revenue from the sales of IP and derivative products through its e-commerce
platform.

 More than 99% of the Company’s and each Consolidated Operating Entities’ total revenue for the twelve-month period
ended December 31, 2022 was derived from their mobile games, services offered through their video and digital media platforms, advertising on their platforms, sublicensing licensed content and e-commerce
sales, and not from investment securities. Similarly, more than 99% of the Company’s and each Consolidated Operating Entities’ expenses for the twelve-month period ended December 31, 2022 were incurred in connection with the provision
of products through the Company’s e-commerce platform and the provision of services and virtual items through their online media platforms and mobile games, including through revenue sharing arrangements
with mobile game developers, distribution payment channel partners, hosts and content creators; content licensing and production costs; bandwidth costs and employee salaries, benefits and share-based compensation, and not in connection with
investment securities.

 Nature of Present Assets

As described in more detail in response to comment 2 below, while investment securities may represent greater than 40% of the adjusted total
assets of certain of the Company’s subsidiaries when calculated in accordance with the unique method required by Section 3(a)(1)(C) of the 1940 Act, investment securities represent approximately 29.48% of the Company’s adjusted total
assets as of June 30, 2023 when calculated in accordance with Section 3(a)(1)(C) of the 1940 Act. Because this is less than 45% of the Company’s adjusted total assets, this factor indicates that the Company is not engaged in an
investment company business.3

3
 See Investment Company Act Release No. IC-10937, supra note 1
(“As a general rule, however, if a company has no more than 45 percent of its assets invested in—and derives no more than 45 percent of its income from—investment securities, it is primarily engaged in a business other than
being an investment company. Accordingly, it would not appear necessary or appropriate in the public interest for the Commission to regulate such a company under the [Investment Company] Act.”).

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

September 26, 2023

 Page 6

 Conclusion

Based on the foregoing, neither the Company nor any of its Consolidated Operating Entities is engaged in an investment company business, but
rather is primarily engaged in the business of offering online media content, including video services, mobile games and VAS.

2.
 Please provide a legal analysis of whether the company and each of its subsidiaries meets the definition

CORRESP
1
filename1.htm

CORRESP

 Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

September 11, 2023

 VIA EDGAR

Ms. Laura Veator

 Mr. Stephen Krikorian

Mr. Austin Pattan

 Mr. Andrew Mew

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Bilibili Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed April 27, 2023 (File
No. 001-38429)

 Dear Ms. Veator, Mr. Krikorian, Mr. Pattan and Mr. Mew,

 The Company has received the letter dated August 29, 2023 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 27, 2023
(the “2022 Form 20-F”). The Company respectfully submits to the Staff to request an extension to the deadline for responding to the letter due to the additional time required to gather
sufficient information and prepare thorough responses. The Company will provide its response to the letter as soon as possible, no later than September 26, 2023.

If you have any additional questions or comments regarding the 2022 Form 20-F, please contact the
undersigned at +86 21 2509 9255 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 21 6193 8210 or haiping.li@skadden.com.

Very truly yours,

 /s/ Xin Fan

Xin Fan

Chief Financial Officer

cc:
 Rui Chen, Chairman and Chief Executive Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
August 29, 2023
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People’s Republic of China
Re:Bilibili Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 27, 2023
File No. 001-38429
Dear Rui Chen:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 5
1.Please provide a detailed legal analysis regarding whether the company and each of its
subsidiaries meet the definition of an “investment company” under Section 3(a)(1)(A) of
the 1940 Act.  In your response, please address, in detail, each of the factors outlined in
Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual
support for your analysis of each such factor.
2.Please provide a legal analysis of whether the company and each of its subsidiaries meets
the definition of an “investment company” under Section 3(a)(1)(C) of the 1940 Act.
Please include in your analysis all relevant calculations under Section 3(a)(1)(C) as of the
most recent fiscal quarter end, identifying each constituent part of the numerator(s) and

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 August 29, 2023 Page 2
 FirstName LastNameRui Chen
Bilibili Inc.
August 29, 2023
Page 2
denominator(s).  Please also describe and discuss any other substantive determinations
and/or characterizations of assets that are material to your calculations.
3.Without limiting the generality of the foregoing question, please provide factual details
and a detailed legal analysis regarding whether the Company views the following assets of
the Company and its subsidiaries identified in Item. 5. Operating and Financial Review
and Prospects, Selected Condensed Consolidating Balance Sheets Data, to be “investment
securities” as defined under Section 3(a)(2) of the 1940 Act:

•Amounts due from Group companies (which the notes to the balance sheet indicate
represent the elimination of intercompany balances among Bilibili Inc., other
subsidiaries, primary beneficiaries of VIEs, and VIEs and VIEs’ subsidiaries)
•Cash and cash equivalents
•Time deposits
•Restricted cash
•Accounts receivable
•Amount due from related parties
•Prepayments and other current assets
•Short-term investments
•Long-term investments
•Investment in subsidiaries and net assets of VIEs and VIEs’ subsidiaries
•Other non-current assets
4.Please provide a detailed legal analysis regarding whether the company views any of the
VIEs to be a “majority-owned subsidiary” under section 2(a)(24) of the 1940 Act,
“wholly-owned” subsidiary” under section 2(a)(43) of the 1940 Act or, to the extent
applicable, as a company “controlled primarily” by the wholly foreign-owned enterprise
(“WFOE”) under Rule 3a-1 under the 1940 Act, as applicable.
Permissions Required from the PRC Authorities for Our Operations, page 7
5.Please confirm whether you: (i) have been required to obtain any permission from or
complete any filing with the CRSC, and (ii) have been required to go through a
cybersecurity review by the CAC. If so, state affirmatively whether you have received all
requisite permissions or approvals, or whether any have been denied.  If you have
determined that no permissions are required, please clarify your basis for such
determination, including whether you relied on the opinion of counsel.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 174
6.We note your statement that you reviewed your register of members and public EDGAR
filings made by your shareholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 August 29, 2023 Page 3
 FirstName LastNameRui Chen
Bilibili Inc.
August 29, 2023
Page 3
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
7.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
8.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided
for Bilibili, Inc. or the VIEs. We also note that your list of subsidiaries in Exhibit 8.1
appears to indicate that you have subsidiaries in Hong Kong and Japan that are not
included in your VIEs. Please note that Item 16I(b) requires that you provide disclosures
for yourself and your consolidated foreign operating entities, including variable interest
entities or similar structures.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.

•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
9.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            In closing, 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.
            You may contact Laura Veator, Senior Staff Accountant, at (202)-551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202)-551-3488 with any questions. Contact Austin
Pattan at (202) 551-6756 or Andrew Mew at (202) 551-3377 if you have any questions about
comments related to your status as a Commission-Identified Issuer during your most recently
completed fiscal year.

 FirstName LastNameRui Chen
 Comapany NameBilibili Inc.
 August 29, 2023 Page 4
 FirstName LastName
Rui Chen
Bilibili Inc.
August 29, 2023
Page 4
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Haiping Li

CORRESP
1
filename1.htm

BILIBILI INC.

March 23, 2018

VIA EDGAR

Mr. Jeff Kauten

Ms. Folake Ayoola

Mr. Stephen Krikorian

Ms. Morgan Youngwood

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Bilibili Inc. (CIK No. 0001723690)

Registration Statement on Form F-1 (Registration No. 333-223405)

Registration Statement on Form 8-A (Registration No. 001-38429)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Bilibili Inc. (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 Registration Statement become effective at, 4:00 p.m., Eastern Daylight Time on March 27, 2018, 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 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. 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 Morgan Stanley & Co. International plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, 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,

Bilibili Inc.

By:

/s/ Rui Chen

Name:

Rui Chen

Title:

Chairman of the   Board of Directors and Chief Executive Officer

[Signature Page to Issuer Acceleration Request]

CORRESP
1
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

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AFFILIATE OFFICES

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HOUSTON

EDWARD H.P. LAM ¨*

FAX: (852) 3740-4727

LOS ANGELES

HAIPING LI *

www.skadden.com

NEW YORK

RORY MCALPINE ¨

PALO ALTO

CLIVE W. ROUGH ¨

WASHINGTON, D.C.

JONATHAN B. STONE *

WILMINGTON

^ (ALSO ADMITTED IN CALIFORNIA)

BEIJING

¨ (ALSO ADMITTED IN ENGLAND & WALES)

BRUSSELS

* (ALSO ADMITTED IN NEW YORK)

FRANKFURT

LONDON

REGISTERED FOREIGN LAWYERS

MOSCOW

Z. JULIE GAO (CALIFORNIA)

MUNICH

BRADLEY A. KLEIN (ILLINOIS)

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

March 23, 2018

VIA EDGAR

Mr. Jeff Kauten

Ms. Folake Ayoola

Mr. Stephen Krikorian

Ms. Morgan Youngwood

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                 Bilibili Inc. (CIK No. 0001723690)
  Registration Statement on Form F-1 (File No. 333-223405)

Responses to the Staff’s Comment Letter Dated March 22, 2018

Dear Mr. Kauten, Ms. Ayoola, Mr. Krikorian and Ms. Youngwood:

On behalf of our client, Bilibili 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”) and certain exhibit via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we are separately delivering to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on March 16, 2018.

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 March 22, 2018. 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 will file the joint acceleration requests separately to request that the Staff declare the effectiveness of the Registration Statement on or about March 27, 2018. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

Prospectus Cover Page

1.                                      You state that the Class Y ordinary shares, held by your directors Rui Chen, Yi Xu and Ni Li, will constitute approximately 30.7% of your total issued and outstanding share capital immediately after the completion of this offering and 81.6% of the aggregate voting power of your total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Please provide us with your analysis as to why you believe the company will not be a controlled company under the NASDAQ Global Market rules in light of this 81.6% voting power.

According to Nasdaq Stock Market Rule 5615(c)(1), a “controlled company” is defined as a company “of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company.” The Company respectfully advises the Staff that Rui Chen, Yi Xu and Ni Li each holds his or her Class Y ordinary shares in an individual capacity, and do not act in concert to hold such shares as a group. Additionally, there are no contractual voting arrangements among these three individuals. As such, although the Class Y ordinary shares held by the three directors will constitute a total of 81.6% of the aggregate voting power in the Company’s total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option, no single director is expected to have more than 50% of the aggregate voting power.

As disclosed on page 156 of the Registration Statement, after the completion of this offering and assuming the underwriters do not exercise their over-allotment option, (i) Rui Chen will hold Class Y and Class Z ordinary shares constituting 45.5% of the aggregate voting power in the Company’s total issued and outstanding share capital; (ii) Yi Xu will hold Class Y ordinary shares constituting 29.5% of the aggregate voting power; and (iii) Ni Li will hold Class Y and Class Z ordinary shares (upon exercise of the options to purchase Class Z ordinary shares) constituting 7.0% of the aggregate voting power. As no single individual, group or company will hold more than 50% of the voting power for the election of the Company’s directors, the Company will not be a controlled company under the definition of the Nasdaq rules.

2

Consolidated Financial Statements

Note 29. Subsequent Events, page F-66

2.                                      We note from your response to prior comment 7 that your investments are in privately held companies’ shares that are not common stock or in-substance common stock.  Please clarify the nature of your ownership interests in these privately held companies’ shares. Clarify the portion of your response that indicates your investments are financial assets with no revenue-generating activities. Tell us whether the consideration to be received in connection with the transfer will be cash or some other form of consideration.  Explain you determined the proposed fair value estimation of the investments to be transferred.  Revise to disclose the account line-item where these investments are presently classified.  Finally, consider adding corresponding disclosure in the related parties section of the filing.

The Company respectfully advises the Staff that the investments to be transferred are investments in privately held companies’ preferred shares, through which the Company is entitled to certain preferential rights such as redemption rights and liquidation rights. The Company accounts for these investments as financial assets measured at cost since there is no readily determinable fair value. The considerations to be received by the Company in connection with the transfer will be in cash.

Since the investments represent the Company’s investments in preferred shares issued by the investees and are assets held at cost, the Company determined that these investments do not constitute a business and do not generate revenues or involve in revenue-generating activities for the Company. Therefore, the Company is not subject to pro forma financial information disclosure requirements for disposition of a business.

Given the investees are start-up companies in their early stage, the Company determined the fair value of its investments by reference to the price of recent investment method under the market approach or the net assets method under the cost approach, with the assistance of an independent third-party appraiser.

In light of the Staff’s comment, the Company has revised “Note 29 — Subsequent event” on page F-66 to clarify the nature of the Company’s ownership interests in these transferred equity investments, and added the disclosure of the account line-item where these investments are presently classified. The Company has also revised page 160 of the Registration Statement to add corresponding disclosure in “Related Party Transactions” section of the Registration Statement.

*                                         *                                         *

3

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 Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or via email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Rui Chen, Chairman of the Board of Directors and Chief Executive Officer, Bilibili Inc.

Ni Li, Chief Operating Officer, Bilibili Inc.

Xin Fan, Chief Financial Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Allen Wang, Esq., Partner, Latham & Watkins

4

CORRESP
1
filename1.htm

Morgan Stanley & Co. International plc

25 Cabot Square, Canary Wharf

London E14 4QA

United Kingdom

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

U.S.A.

As representatives of the prospective underwriters

VIA EDGAR

March 23, 2018

Division of Corporation Finance

U.S. Securities & Exchange Commission

100F Street, N.E.

Washington, D.C. 20549

Attention:                                         Mr. Jeff Kauten

Ms. Folake Ayoola

Mr. Stephen Krikorian

Ms. Morgan Youngwood

Re:                             Bilibili Inc. (the “Company”)

Registration Statement on Form F-1, as amended (Registration No. 333-223405)

Registration Statement on Form 8-A (Registration No. 001-38429)

Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Daylight Time on March 27, 2018, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between March 16, 2018 and the date hereof, 3,590 copies of the preliminary prospectus of the Company dated March 16, 2018 were distributed to underwriters, dealers, institutional investors and others.

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very   truly yours,

As   representatives of the prospective underwriters

MORGAN   STANLEY & CO. INTERNATIONAL PLC

By:

/s/   Daniel Wetstein

Name:

Daniel   Wetstein

Title:

Managing   Director

MERRILL   LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

/s/   Mandar Donde

Name:

Mandar   Donde

Title:

Managing   Director

J.P.   MORGAN SECURITIES LLC

By:

/s/   Lucy Wang

Name:

Lucy   Wang

Title:

Executive   Director

[Underwriters Acceleration Request]

Mail Stop 4561

March 22, 2018

Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of China

Re:  Bilibili Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 16, 2018
File No. 333-223405

Dear Mr. Chen :

We have reviewed your amended 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 comm ents.  Unless we note
otherwise, our references to prior comments are to comments in our  March 12, 2018 letter.

Prospectus Cover Page

1. You state that the Class  Y ordinary shares , held by your directors Rui Chen, Yi Xu and Ni Li,
will constitute approximately 30.7% of your total issued and outstanding share capital
immediately after the completion of this offering and 81.6% of the aggregate voting power of
your total issued and outstanding share capital immediately after the compl etion of this
offering, assuming the underwriters do not exercise their over -allotment option.  Please provide
us with your analysis as to why you believe the company will not be a controlled company
under the NASDAQ Global Market rules in light of this 81. 6% voting power.

Rui Chen
Bilibili Inc.
March 22 , 2018
Page 2

 Consolidated Financial Statements

Note 29.  Subsequent Events, page F -66

2. We note from your response to prior comment 7 that your investments are in privately held
companies’ shares that are not common stock or in -substance common stock.  Please clarify the
nature of your ownership interests in these privately held companies’ shares. Clarify the portion
of your response that indicates your investments are financial as sets with no revenue -generating
activities. Tell us whether the consideration to be received in connection with the transfer will
be cash or some other form of consideration.  Explain you determined the proposed fair value
estimation of the investments to be transferred.  Revise to disclose the account line -item where
these investments are presently classified.  Finally, consider adding corresponding disclosure  in
the related parties section of the filing.

You may contact Morgan Youngwood , Staff Accountant , at (202) 551 -3479, or Stephen
Krikorian , Accounting  Branch Chief, at (202) 551 -3488 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his abs ence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Stephen Krikorian for

Folake  Ayoola
Special Counsel
Office of Information Technologies and
Service s

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

DIRECT DIAL

+852 3740 4863

DIRECT FAX

+852 3910 4863

EMAIL ADDRESS
   JULIE.GAO@SKADDEN.COM

PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

^ (ALSO ADMITTED IN CALIFORNIA)

¨ (ALSO ADMITTED IN   ENGLAND & WALES)

* (ALSO ADMITTED IN   NEW YORK)

REGISTERED FOREIGN LAWYERS

Z. JULIE GAO (CALIFORNIA)

BRADLEY   A. KLEIN (ILLINOIS

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

March 19, 2018

AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

VIA EDGAR

Mr. Jeff Kauten

Ms. Folake Ayoola

Mr. Stephen Krikorian

Ms. Morgan Youngwood

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

Re:                             Bilibili Inc.
 Registration Statement on Form F-1 (File No. 333-223405)

Dear Mr. Kauten, Ms. Ayoola, Mr. Krikorian and Ms. Youngwood:

On behalf of our client, Bilibili Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the Staff’s requests that were verbally communicated to the Company’s U.S. counsel on March 16, 2018.

For marketing purposes, an estimated initial public offering price range between US$10.50 and US$12.50, with a mid-point of US$11.50, has been established and included in Amendment No. 1 to the Registration Statement containing the preliminary prospectus for the offering filed on March 16, 2018 (the “Revised Registration Statement”). The Company respectfully advises the Staff that this range was estimated with reference to the valuation provided by the underwriters of this offering, which was in turn derived from the information provided by the Company and current market conditions.  The estimated price range is subject to change, which may result from variations in market conditions and other developments.  Such developments may not be within the control of, or foreseeable by, the Company. Accordingly, there is no assurance that the final offering price will fall within this estimated price range.

A detailed description of the factors contributing to the increase in the fair value of the ordinary shares of the Company from US$6.94 per ordinary share as of December 31, 2017 to US$11.50 per ordinary share, the mid-point of the estimated price range for this offering, is set forth on page 96 of the Revised Registration Statement.

Summary of recent equity awards

In responses to Staff’s request, the Company summarized below the equity awards issued from January 1, 2017 through December 31, 2017 to its employees and non-employees, all in the form of share options:

Grant date

Number of shares granted

Fair value of
   underlying
   ordinary
   share for
   financial
   reporting
   purposes

Exercise price

in US$

in US$

January 1, 2017

400,000

2.80

0.0001

April 17, 2017

100,000

3.92

0.0001

June 1, 2017

100,000

4.16

0.0001

June 10, 2017

1,340,100

4.21

0.0001

June 20, 2017

75,000

4.27

0.0001

July 3, 2017

200,000

4.36

0.0001

September 1, 2017

175,000

5.28

0.0001

September 10, 2017

2,765,000

5.41

0.0001

September 15, 2017

250,000

5.49

0.0001

September 30, 2017

2,779,000

5.72

0.0001

October 1, 2017

200,000

5.72

0.0001

December 10, 2017

850,000

6.94

0.0001

Total

9,234,100

As disclosed on page 93 of the Revised Registration Statement, as there has been no public market for the ordinary shares underlying the Company’s equity awards, for all periods prior to the initial public offering, the fair value of the ordinary shares underlying the equity awards was estimated on each grant date based on a third-party valuation. In order to determine the fair value of the Company’s ordinary shares, the Company’s management considered various objective and subjective factors to determine the fair value of the ordinary shares as of each grant date, including:

·                  the prices at which the Company sold preferred shares to investors in recent equity financings;

·                  the Company’s financial position, including cash on hand, and the Company’s historical and current operating results;

·                  the Company’s estimation on future cash flow and the corresponding monetization plan;

·                  the Company’s negative cash flows and need for additional financing;

·                  the lack of an active public market for the ordinary shares;

·                  the likelihood of achieving a liquidity event, such as an initial public offering, in light of prevailing market conditions; and

·                  analysis of initial public offerings and market performance of similar companies in the industry.

2

Difference between recent valuations leading up to the offering and estimated offering price

The Company believes the implied increase in share value of $6.94 per share as of December 31, 2017 to around $11.5 per share, the mid-point of the estimated initial public offering price range, is primarily attributable to the following factors:

1.              Improvement in the Company’s business performance

The number of average monthly active users increased from 71.8 million in the fourth quarter of 2017 to 76.4 million in the first two months of 2018.

In January 2018, the Company upgraded its membership system, expanding the premium content that can be accessed by its members. As a result, the Company experienced rapid growth in its paying users, and such growth has exceeded the Company’s previous estimate. The number of average monthly paying users across the Company’s platform more than doubled from 1.07 million in the fourth quarter of 2017 to 2.37 million in the first two months of 2018. Additionally, the number of average monthly paying users for mobile games increased from 0.6 million in the fourth quarter of 2017 to 0.9 million in the first two months of 2018.

2.              Improvement in capital markets

There has been an improvement in the performance of the U.S. capital markets since the end of December 2017. For example, the Nasdaq China Index(“NQCN”) value increased by over 8.1% from December 31, 2017 to March 16, 2018. The Company believes that the favorable market sentiment since the end of December 2017 has contributed to the increase in the fair value of its ordinary shares.

3.              Reduced cost of capital and discount for lack of marketability

As a result of (a) an imminent initial public offering and (b) the improvement in capital market mentioned above, if the Company performs a valuation of its ordinary shares as at the initial public offering date using the same methodology and keeping the other assumptions unchanged (e.g. using the same financial forecasts prepared for the valuation as at December 31, 2017), the implied assumption of discount rate would have decreased from 17% to 13%, and the implied discount for marketability discount would have decreased from 10% to 0%. As a result, the per share value would increase from US$6.94 to US$11.38.

The Company’s initial public offering will increase the liquidity and marketability of its ordinary shares. The Company’s initial public offering will also provide it with additional capital, enhance its ability to access capital markets to grow its business, and raise its overall profile.

*  *  *  * *

3

If you have any questions regarding the foregoing matters, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or via email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

cc:                                Rui Chen, Chairman of the Board of Directors and Chief Executive Officer, Bilibili Inc.

Ni Li, Chief Operating Officer, Bilibili Inc.

Xin Fan, Chief Financial Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Allen Wang, Esq., Partner, Latham & Watkins

4

CORRESP
1
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

^ (ALSO ADMITTED IN CALIFORNIA)

¨ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYERS

Z. JULIE GAO (CALIFORNIA)

BRADLEY A. KLEIN (ILLINOIS)

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.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

March 16, 2018

VIA EDGAR

Mr. Jeff Kauten

Ms. Folake Ayoola

Mr. Stephen Krikorian

Ms. Morgan Youngwood

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                 Bilibili Inc. (CIK No. 0001723690)
  Registration Statement on Form F-1 (File No. 333-223405)

Responses to the Staff’s Comment Letter Dated March 12, 2018

Dear Mr. Kauten, Ms. Ayoola, Mr. Krikorian and Ms. Youngwood:

On behalf of our client, Bilibili Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we are separately delivering to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on March 2, 2018.

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 March 12, 2018. 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 will commence the marketing activities in connection with the offering on March 19, 2018. The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about March 27, 2018, and will file the joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

Prospectus Summary, page 1

1.                                      You state that the prospectus contains information from a report commissioned by you and prepared by iResearch. Please provide us with a copy of the iResearch Report for our review. Clearly mark the specific language in the supporting materials that supports each statement in the prospectus.

In response to the Staff’s comment, the Company encloses as Annex I an index that sets forth the relevant industry and market data from iResearch and page numbers of the Registration Statement where such information appears, with cross-references to marked copies of the underlying supporting materials. We are also delivering to you today two marked copies of the iResearch Report that shows the specific language that supports each relevant statement in the prospectus.

2.                                      Please revise to disclose that you derived 65.7%, 65.4% and 83.4% of your revenues from mobile games in 2015, 2016 and 2017, respectively, and that you derive a significant portion of mobile game revenues from a limited number of games, including that, in 2017, two mobile games accounted for more than 10% of your total mobile game revenues, one for 71.8% and the other for 12.7%.

In response to the Staff’s comment, the Company has made the referenced disclosure on pages 2, 72 and 107 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Results of Operations, page 72

3.                                      Please tell us your consideration of disclosing the average revenue per monthly paying user and the average revenue per monthly paying user for mobile games for each quarterly period presented. This appears to be important information necessary to understanding your revenues and operating results considering your ability to monetize depends on your ability to increase the spending of your paying users. We refer you to Part I, Items 5A and 5D of Form 20-F and Section III.B of SEC Release 33-8350.

In response to the Staff’s comment, the Company has made the referenced disclosure on pages 73 and 74 of the Registration Statement.

2

Related Party Transactions, page 158

4.                                      You state that you have received and expect to continue to receive certain services from the spun-off entities on an arm’s length basis. Please revise to provide the material terms of any related agreement(s) and file such agreement(s) as exhibits to the registration statement or tell us why you believe these are not material. Refer to Item 601(b)(10) of Regulation S-K.

The Company respectfully advises the Staff that, as of the date hereof, the Company has not yet received material services from the spun-off entities, and is in the process of negotiating with the spun-off entities the definitive agreements relating to future services provided to the Company by these entities. The Company undertakes that it will disclose the material terms of and file such agreements when they are finalized in the Company’s registration statement or periodic reports, as applicable.

5.                                      Please revise to identify your existing shareholders and management team members who established the investment fund as well as the subsidiary that is a limited partner of the investment fund. Also file related agreements as exhibits to the registration statement or tell us why the information is not material. Refer to Item 7.B. of Form 20-F and Item 601(b) of Regulation S-K.

In response to the Staff’s comment, the Company has revised page 159 of the Registration Statement to clarify that as of the date hereof, the investment fund has yet to be established, and Shanghai Hode Information Technology Co., Ltd., one of the Company’s variable interest entities, is expected to subscribe for certain partnership interests in this investment fund. The Company respectfully advises the Staff that, as of the date hereof, the ownership structure and specific terms of this investment fund are still under discussion between the parties. The Company undertakes that as soon as such agreements have been reached the Company will include the requested information and file related agreements in the Company’s registration statement or periodic reports, as applicable.

Taxation, page 183

6.                                      We note that you have filed the opinions of Walkers regarding certain Cayman Islands tax matters and Commerce & Finance Law Offices regarding certain PRC tax matters as Exhibits 8.1 and 8.2, respectively. Please revise to clearly identify each material tax consequence being opined upon and identify the tax counsels. For guidance, refer to Section III of Staff Legal Bulletin No. 19.

In response to the Staff’s comment, the Company has revised page 184 of the Registration Statement to identify each material tax consequence being opined upon and identify the tax counsels.

3

Consolidated Financial Statements

Note 29. Subsequent Events, page F-66

7.                                      Please clarify your disclosures that indicate the consideration of the transfer is expected to be approximately RMB500.00 million, which represents a premium of approximately RMB53.7 million over the carrying value of these investments. In this respect, tell us the amount of consideration that the Company will receive in connection with the transfer. Explain whether the transfer consideration represents the fair value of the equity investments transferred. Describe in detail the nature of the equity investments that will be transferred and when you expect the transfer to be completed. In addition, tell us your consideration of providing pro forma financial information to reflect the transfer of the equity investments. We refer you to Article 11-01 of Regulation S-X.

The Company respectfully advises the Staff that investments to be transferred are investments in privately held companies’ shares that are not common stock or in-substance common stock. The Company carries the investments at cost as these shares do not have readily determinable fair value. The Company expects to receive approximately RMB500.0 million as consideration, which is proposed based on the fair value estimation of the investments to be transferred. The transfer is subject to finalization of the underlying transaction documents and a series of legal registration procedures, and the timing of consummation of the transaction is not yet certain at this stage. The Company has revised page F-66 of the Registration Statement to expand the disclosure relating to this transfer.

The Company also respectfully advises the Staff that it has considered the guidance within Article 11-01(a)(4) of Regulation S-X as to whether this transfer would constitute a disposition of a significant portion of a business. The Company does not believe such cost method investments would constitute a “business” according to the guidance in Article 11-01(d) of Regulation S-X because the investments are financial assets with no revenue-generating activity. Therefore, the Company believes this proposed transfer should not be considered as a disposition of a business.

4

The Company has further considered whether this transfer would constitute a probable transaction for which disclosure of pro forma financial information would be material to investors pursuant to Article 11-01(a)(8) of Regulation S-X. The total cost of the equity investments subject to the proposed transfer is expected to be RMB445.9 million, including RMB343.2 million of equity investments measured at cost as of December 31, 2017, representing less than 10% of the total consolidated assets of the Company as of December 31, 2017. The remaining RMB102.7 million equity investments have not been made by the Company as of December 31, 2017. Additionally, the Company also has recorded no income or expense related to these equity investments during the periods presented in the financial statements. A pro forma financial information would not provide any incremental information to investors.

Accordingly, the Company believes that inclusion of pro forma information is not required because this transaction does not fall within the scope of transactions specified in Article 11-01(a)(1) through (7) of Regulation S-X nor would the disclosure of pro forma financial information be material to investors pursuant to Article 11-01(a)(8) of Regulation S-X.

*                                         *                                         *

5

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 Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or via email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Rui Chen, Chairman of the Board of Directors and Chief Executive Officer, Bilibili Inc.

Ni Li, Chief Operating Officer, Bilibili Inc.

Xin Fan, Chief Financial Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Allen Wang, Esq., Partner, Latham & Watkins

6

Annex I

Index to the Supporting Materials

CORRESP
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

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March 13, 2018

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Mr. Jeff Kauten
 Ms. Folake Ayoola
 Mr. Stephen Krikorian
 Ms. Morgan Youngwood
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549
 U. S. A.

Re:                             Bilibili Inc.
 Registration Statement on Form F-1 (File No. 333-223405)

Dear Mr. Kauten, Ms. Ayoola, Mr. Krikorian and Ms. Youngwood:

On behalf of our client, Bilibili Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the Staff’s request that was previously communicated to the Company’s U.S. counsel verbally.

The Company respectfully advises the Staff that an estimated initial public offering price range for marketing purposes will not be established until shortly before the filing of an amendment to the Registration Statement containing the preliminary prospectus for the offering on March 16, 2018.  However, in response to the Staff’s request for an estimated price range for the offering, the Company has estimated a preliminary indicative price range with reference to the preliminary indicative valuation provided by the underwriters of this offering, which was in turn derived from the information provided by the Company and current market conditions.  The estimated preliminary indicative price range is subject to change, which may result from variations in market conditions and other developments.  Such developments may not be within the control of, or foreseeable by, the Company. Accordingly, there is no assurance that the estimated price range to be included on the front cover of the preliminary prospectus will correspond to, or that the final offering price will fall within, this estimated preliminary indicative range. The Company currently estimates the preliminary indicative price range for this offering to be between US$10.00 and US$12.00 per ordinary share, with a mid-point of US$11.00 per ordinary share.

A detailed description of the valuation method used and the factors contributing to the changes in the fair value of the ordinary shares of the Company between November 3, 2014 and December 31, 2017 is set forth on pages 92 to 95 of the Registration Statement on Form F-1 filed on March 2, 2018. The Company respectfully advises the Staff that the increase in the fair value of the ordinary shares of the Company from US$6.94 per ordinary share as of December 31, 2017 to US$11.00 per ordinary share, the estimated mid-point of the preliminary indicative price range for this offering, was primarily attributable to the following factors:

·                  The public filing of the registration statement relating to this offering on March 2, 2018 reduced the uncertainties associated with the Company’s initial public offering, and significantly lowered the discount for lack of marketability from 10.0% as of December 31, 2017 to 0.0% upon the completion of this offering;

·                  The Company achieved significant growth in active users to 76.4 million average monthly active users in the first two months of 2018 from 71.8 million in the fourth quarter of 2017;

·                  As the Company developed a longer track record in achieving revenue growth target successfully, the Company further reduced its discount rate;

·                  As the Company progressed further towards this offering, the Company increased its estimated probability of a successful initial public offering. As the Company’s preferred shares would be automatically converted into and re-designated as ordinary shares upon the completion of this offering, the increase in the estimated probability of initial public offering’s success results in an allocation of a higher portion of the Company’s business enterprise value to ordinary shares; and

2

·                  The impending launch of this offering, which will provide the Company with additional capital, enhances its ability to access capital markets to grow business and raise its profile.

The Company respectfully advises the Staff that in determining the fair value of the ordinary shares as of various dates before the offering, the Company, with the assistance of an independent valuation firm, has considered the guidance prescribed by the AICPA Audit and Accounting and Valuation Guide, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation” (the “Guide”).

Paragraph 10.04 of the Guide provides that:

“The ultimate IPO price is generally not likely to be a reasonable estimate of the fair value for pre-IPO equity transactions of the enterprise. The value of a private enterprise before and after a successful IPO may be significantly different. In addition, the IPO event itself increases enterprise value, because, among other things, it allows the enterprise access to the public capital markets.”

Paragraph 10.05 of the Guide provides further that:

“The IPO price also reflects an estimate of the expected valuation of the company’s shares based upon its position following a successful IPO. As a result, it normally incorporates the effect of the issuance of primary shares by the company, the proceeds from which can be used to either reduce the company’s debt level or to provide capital to fully finance the company’s expansion or development of its business plan. In contrast, most financings for earlier stage companies do not allow the company to reach break-even cash flows and to become self-sustaining. Therefore, the IPO price recommendation may be free from the risk premium associated with the need to raise additional capital associated with earlier stage companies.”

In accordance with paragraphs 10.04 and 10.05 of the Guide, the Company believes neither the estimated mid-point of the preliminary indicative price range for this offering nor the final offering price itself should be construed as a reasonable estimate of the fair value of its ordinary shares as of various dates before this offering.

*  *  *  * *

3

If you have any questions regarding the foregoing matters, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or via email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

cc:                                Rui Chen, Chairman of the Board of Directors and Chief Executive Officer, Bilibili Inc.

Ni Li, Chief Operating Officer, Bilibili Inc.

Xin Fan, Chief Financial Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Allen Wang, Esq., Partner, Latham & Watkins

4

Mail Stop 4561

March 12, 2018

Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of China

Re:  Bilibili Inc.
Registration Statement on Form F-1
Filed March 2, 2018
File No. 333-223405

Dear Mr. Chen :

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 be lieve 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.

Prospectus Summary, p age 1

1. You state that the prospectus contains information from a report commissioned by you and
prepared by  iResearch . Please provide us with a copy of the iResearch Report for our
review. Clearly mark the specific language in the supporting materials that  supports each
statement in the prospectus.

2. Please revise to disclose that you derived 65.7%, 65.4% and 83.4% of your revenues from
mobile games in 2015, 2016 and 2017, respectively, and  that you  derive a significant portion
of mobile game revenues from a limited number of games , including that, i n 2017, two
mobile games accounted for more than 10% of your total mobile game revenues, one for
71.8% and the other for 12.7%.

Rui Chen
Bilibili Inc.
March 12, 2018
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operatio ns

Key Factors Affecting Our Results of Operations, page 72

3. Please tell us your consideration of disclosing the average revenue per monthly paying user
and the average revenue per monthly paying user for mobile games for each quarterly period
presented.  This appears to be important information necessary to underst anding your
revenues and operating results considering your ability to monetize depends on your ability
to increase the spending of your paying users.  We refer you to Part I, Items 5A and 5D of
Form 20 -F and Section III.B of SEC Release 33 -8350.

Related  Party Transactions, page 158

4. You state that you have received and expect to continue to receive certain services from the
spun -off entities on an arm’s length basis. Please revise to provide the material terms of any
related agreement(s) and file such agreement (s) as exhibits to the registration statement or
tell us why  you believe  these are not material. Refer to Item 601(b)(10) of Regulation S -K.

5. Please revise to identify your existing shareholders and management team members who
established the inves tment fund as well as the subsidiary that is a limited partner of the
investment fund. Also file related agreements as exhibits to the registration statement or tell
us why the information is not material.  Refer to Item 7.B. of Form 20 -F and Item 601(b) o f
Regulation S -K.

Taxation, page 183

6. We note that you have  filed the opinion s of Walkers  regarding certain Cayman Islands tax
matters and Commerce  & Finance Law Offices regarding certain PRC tax matters as
Exhibits 8.1 and 8.2, respectively. Please revise to clearly identify each material tax
consequence being opined upon and identify the tax counsel s. For guidance, refer to Section
III of Staff Legal  Bulletin No. 19.

Consolidated Financial Statements

Note 29.  Subsequent Events, page F -66

7. Please clarify your disclosures that indicate the consideration of the transfer is expected to
be approximately RMB500.00 million, which represents a premium of approximately
RMB 53.7 million over the carrying value of these investments.  In this respect, tell us the
amount of consideration that the Company will receive in connection with the transfer .
Explain whether the transfer consideration represents the fair  value of the equity investments
transferred . Describe  in detail the nature of the equity  investments that will be transferred
and when you expect the transfer to be completed.  In addition, tell us your consideration of
providing pro forma financial infor mation to reflect the transfer of the equity investments.
We refer you to Article 11 -01 of Regulation S -X.

Rui Chen
Bilibili Inc.
March 12, 2018
Page 3

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 Morgan Youngwood , Staff Accountant, at (202) 551 -3479, or Stephen
Krikorian , Accounting  Branch Chief, at (202) 551 -3488 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake  Ayoola
Special Counsel
Office of Information Technologies and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

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42/F, EDINBURGH TOWER, THE LANDMARK

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BOSTON

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CHICAGO

CHI T. STEVE KWOK *

TEL: (852) 3740-4700

HOUSTON

EDWARD H.P. LAM ¨*

FAX: (852) 3740-4727

LOS ANGELES

HAIPING LI *

www.skadden.com

NEW YORK

RORY MCALPINE ¨

PALO ALTO

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WASHINGTON, D.C.

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WILMINGTON

^ (ALSO ADMITTED   IN CALIFORNIA)

¨(ALSO   ADMITTED IN ENGLAND & WALES)

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*(ALSO   ADMITTED IN NEW YORK)

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REGISTERED FOREIGN   LAWYERS

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Z. JULIE GAO   (CALIFORNIA)

MOSCOW

BRADLEY A. KLEIN (ILLINOIS)

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

March 2, 2018

TORONTO

VIA EDGAR

Mr. Jeff Kauten

Ms. Folake Ayoola

Mr. Stephen Krikorian

Ms. Morgan Youngwood

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:                 Bilibili Inc. (CIK No. 0001723690)
  Registration Statement on Form F-1

Dear Mr. Kauten, Ms. Ayoola, Mr. Krikorian and Ms. Youngwood:

On behalf of our client, Bilibili Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we are separately delivering to you five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement confidentially submitted on February 14, 2018.

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 27, 2018. 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.

In accordance with the Jumpstart Our Business Startups Act and the Fixing America’s Surface Transportation Act, the Company is, concurrently with the Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the Staff’s non-public review, and plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show no earlier than 15 days after the date hereof. The Company would appreciate the Staff’s prompt feedback to this filing.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Results of Operations, page 72

1.                                      We note your response to prior comment 3. Please revise to explain in greater detail how each of the metrics correlates with revenues. We also continue to believe disclosing the MAUs in the same table with the paying users metric would provide context for investors. We refer you to Part I, Items 5A and 5D of Form 20-F and Section III.B of SEC Release 338350.

In response to the Staff’s comment, the Company has revised page 74 of the Registration Statement to (i) explain that the various operating metrics disclosed throughout the prospectus are indicators of the overall health and development of our platform but are not correlated with revenues, and (ii) include the average MAUs in the same table with the paying users metric to provide context for investors.

2.                                      Please revise to clarify the types of active users included in your MAU metric and disclose whether your games are generally free to play. Tell us your consideration of disclosing your average MAUs and average monthly paying users on the same basis. In this respect, we note that you currently disclose your average MAUs in millions and average monthly paying users in thousands. Disclosing these metrics on the same basis would help provide context for investors.

In response to the Staff’s comment, the Company has revised pages 72 and 73 of the Registration Statement to (i) clarify the types of active users in the MAU metric and the monetization model of the Company’s mobile games business, and (ii) present the average MAUs in thousands.

2

3.                                      Please revise to explain why your average monthly paying users and average monthly paying users for mobile games decreased during the quarter ended December 31, 2017.

In response to the Staff’s comment, the Company has made the referenced disclosure on page 73 of the Registration Statement.

Results of Operations, page 78

4.                                      We note your response to prior comment 5. Please revise to discuss the increase in mobile game revenues attributable to both new and existing paying players as well as the increase in revenues attributable to both new and existing mobile game offerings. This appears to be important information necessary to understanding your operating results considering your disclosures indicate that one of your primary challenges is to launch new games and release upgrades to attract new players and retain existing players. This also appears to be important disclosure considering the concentration risk and variability of your individual mobile game revenue contributions for each period presented. We refer you to Part I, Items 5A and 5D of Form 20-F and Section III.B of SEC Release 33-8350.

In response to the Staff’s comment, the Company has revised pages 79 and 81 of the Registration Statement to disclose the increase in revenues attributable to both new and existing mobile game offerings. With respect to the increase in mobile game revenues attributable to both new and existing paying players, the Company respectfully advises the Staff that there is no consistent standard whereby the Company can distinguish new paying players from existing paying players through which the Company can measure and track the revenue contribution by each group. For example, an existing paying player may switch to a different game and discontinue his or her paying behavior in the last game, or an existing paying player may temporarily leave a game in one period and return in a subsequent period. In each scenario, it is unclear whether such paying player should be categorized as an existing paying player or a new paying player. Additionally, it is also impracticable for the Company to measure such contribution by each group on an overall basis as the Company operated a total of 72 mobile games as of December 31, 2017 and plans to launch a large number of new mobile games in the near future. To the Company’s knowledge, other public reporting companies generating revenues from a large number of mobile games do not discuss revenue contribution based on new/existing paying players.  The Company believes these other companies are also unable to do so for the same reasons stated above.

3

Note 3. Concentrations and Risks

d) Mobile games, page F-37

5.                                      We note your response to prior comment 11. Please revise to disclose the revenue attributable to each individual game title that contributes to more than 10% of your total mobile game revenues for each period presented. In this respect, it is unclear why you do not believe the concentration makes you vulnerable to the risk of a near-term serve impact considering that only two or three games represent the majority of your total mobile game revenues for each period presented. We refer you to ASC 275-10-50.

In response to the Staff’s comment, the Company has revised page F-39 of the Registration Statement to present revenue attributable to each individual game title that contributes to more than 10% of the Company’s total mobile game revenues for each period presented.

*              *              *

4

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 Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or via email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Rui Chen, Chairman of the Board of Directors and Chief Executive Officer, Bilibili Inc.

Ni Li, Chief Operating Officer, Bilibili Inc.

Xin Fan, Chief Financial Officer, Bilibili Inc.

Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Allen Wang, Esq., Partner, Latham & Watkins

5

Mail Stop 4561

February 27, 2018

Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of China

Re:  Bilibili Inc.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted February 14, 2018
CIK No. 0001723690

Dear Mr. Chen :

We have reviewed your  amended draft  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 providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  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 r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comment s are to comments in our
February 9, 2018  letter.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Ou r Results of Operations, page 72

1. We note your response to prior comment 3.  Please revise to explain in greater detail how
each of the met rics correlates with revenues. We also continue to believe  disclosing the
MAUs in the same table with the paying users metric would  provide context for investors.
We refer you to Part I, Items 5A and 5D of Form 20 -F and Section III.B of SEC Release 33 -
8350.

Rui Chen
Bilibili Inc.
February 27, 2018
Page 2

 2. Please r evise to clarify the types of active users i ncluded in your MAU metric and disclose
whether your games are generally free to play. Tell us your consideration of disclosing your
average MAUs and average monthly paying users on the same basis.  In this respect, we
note that you currently disclose your average MAUs in millions and average monthly paying
users in thousands.  Disclosing these metrics on the same basis would  help provi de context
for investors .

3. Please revise to explain why your average monthly paying users and average monthly
paying users for mobile games decreased during the quarter ended December 31, 2017.

Results of Operations, page 78

4. We note your response to pr ior comment 5.  Please revise to discuss the increase in mobile
game revenues attributable to both new and existing paying players  as well as the increase in
revenues attributable to both new and existing mobile game  offerings.  This appears to be
important information necessary to understanding your operating results considering your
disclosures indicate that one of your primary challenges is to launch new games and release
upgrades to attract new players and retain existing play ers.  This also appears to be
important disclosure considering the concentration risk and variability of your individual
mobile game revenue contributions for each period presented.  We refer you to Part I, Items
5A and 5D of Form 20 -F and Section III.B of  SEC Release 33 -8350.

Note 3. Concentrations and Risks

d) Mobile games, page F -37

5. We note your response to prior comment 11.  Please revise to disclose the revenue
attributable to each individual game title that contributes to more than 10% of your tot al
mobile game revenues for each period presented.  In this respect, it is unclear why you do
not believe the  concentration makes you vulnerable to the risk of a near -term serve impact
considering that only two or three games represent the majority of your  total mobile game
revenues for each period presented.  We refer you to ASC 275 -10-50.

Rui Chen
Bilibili Inc.
February 27, 2018
Page 3

 You may contact Morgan Youngwood , Staff Accountant, at (202) 551 -3479, or Stephen
Krikorian , Accounting  Branch Chief, at (202) 551 -3488 , if you have questions regardin g comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. J acobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake  Ayoola
Special Counsel
Office of Information Technologies and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561

February 9, 2018

Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of  China

Re:  Bilibili Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 26, 2018
CIK No. 0001723690

Dear Mr. Chen :

We have reviewed your  amended draft  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 providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  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 r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comment s are to comments in our
January 11, 2018  letter.

Prospectus Summary

Our Business, page 1

1. You state that you rank No. 1 in terms of monthly average time spent per device and month
average visits per device among online video platforms in the third quarter of 2017. Please
revise to provide your ranking in prior quarters to provide context.

2. You state that in the third quarter of 2017, the average daily time spent per active user on
your mobile app was approximately 80 minutes. Please revise to provide the data for the
same period in 2016.

Rui Chen
Bilibili Inc.
February 9 , 2018
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Ou r Results of Operations, page 72

3. We note from your response to prior comment 5 that you disclose a series of operating data
throughout the prospectus with an aim to present to investors various aspects of the
Company’s business model and operations.   Please explain whether management  uses any of
these measures or  operating data to manage the business. Revise your disclosures to provide
a comparative discussion and analyses of the changes in such operating data for each period
presented or explain to us why you do not believe the comparative operating data
contributes meaningfully to understanding and evaluating your company. Please consider
disclosing this information in tabular format in an appro priate section of the prospectus to
provide context for investors. We refer you to Part I, Items 5A and 5D of Form 20 -F and
Section III.B of SEC Release 33 -8350.

User growth and engagement , page 72

4. We note your response to prior comment 6 and continue t o believe that the quarterly
fluctuations you discussed in your response may be material to an understanding of material
trends regarding paying users in relation to active users, which may help investor further
under your results of operations and financi al condition. In this regard, we note that mobile
games accounted for 83.1% of your net revenues for the nine months ended September 30,
2017. Please revise your disclosure to provide quantitative and qualitative disclosure with
respect to paying users, in cluding an analysis of the changes in such operating data for each
quarter.

Results of Operations, page 77

5. We note your response to prior comment 9. Please revise your disclosures to provide  an
enhanced quantitative and qualitative discussion  of how t he average revenue per paying user
impacted  your platform monetization for each period  presented .  In addition,  revise your
disclosures  to discuss the increase in mobile game revenues attributable to both new and
existing paying players  as well as the increase in revenues attributable to both new and
existing mobile game  offerings. We refer you to Part I, Items 5A and 5D of Form 20 -F and
Section III.B of SEC Release 33 -8350.

6. We note from your response to prior comment 10 that you launch ed performance -based
advertising in December 2017. Please tell us the amount of advertising revenues attributable
to performance -based advertising for the nine months ended September 30, 2017. Explain
your consideration of providing price and volume disclo sures such as the number of paid
clicks or impressions and average cost per click or per thousand views  for the nine months
ended September 30, 2017 . We refer you to Part I, Items 5A  of Form 20 -F and Section III.B
of SEC Release 33 -8350.

Rui Chen
Bilibili Inc.
February 9 , 2018
Page 3

 Our Strengths, page 106

7. You state that, in September 2017, the monthly average time spent per device by your users
was 496.6 minutes and the number of monthly average visits per device of your users was
64.4 times, based on the same source. You also state that, across y our platform, daily
number of video views averaged 205.6  million in the third quarter of  2017. We further note
your disclosure on page 107 that in the third quarter of 2017, PUG video accounted for
87.6% of your total video views. Please revise your disclo sure to provide the data for the
same period s in 2016 to provide additional context. In this regard, we note your disclosure
on page 15 that the quality of the content offered on your platform and your users’ level of
engagement are critical to your succes s.

Highly sticky communities with a strong sense of belonging, page 106

8. Please revise your disclosure to provide data for the same period in 2016. Additionally,
please tell us if there is any relationship between paying users and official members. In this
regard, we note your disclosure on page 5 that “paying users" are users who make payments
for various products and services on your platform, and your disclosure on page  92 that
revenues from membership subscription are recognized ratably over the period of
subscription when services are rendered.  For instance, please clarify whether one person can
be both an official member and a paying user.

Consolidated Financial Statements

m) Revenue recognition,  page F -25

9. We note from your response to prior comment 22 that you launched performance -based
advertising in December 2017.  Please tell us your consideration of providing enhanced
disclosures to explain how you recognize  revenue s for performance -based advertising.

10. We note from your response to prior comment 26 that virtual items in live broadcasting and
VAS can only be purch ased using B-coins.  Clarify whether u sers can also use B -coins to
purchase virtual items in connection with your mobile game services.  Please  quantify  the
amount of revenues recognized in connection with B -coin arrangements f or each period
presented .  Tell  us your consideration of providing enhanced disclosures to explain how you
account for B -coin arrangements.  In addition, describe in greater detail the  relative terms
and conditions associated with your B -coin arrangements .

Note 3. Concentrations and Ri sks

d) Mobile games, page F -37

11. We note your response to prior comment 28.  Please revise to disclose the amount of mobile
game revenues attributable to Fate/Grand Order ( “FGO ”) and Yume -100 as of September

Rui Chen
Bilibili Inc.
February 9 , 2018
Page 4

 30, 2017.  Please tell us whether any other game  besides FGO and Yume -100 represents
more than 1 0% of your mobile game revenues for any period presented.

Note 6. Short -term Investments, page F -38

12. We note from your response to prior comment 29 that the wealth management products
mainly include investments in financial instruments with variable interest rates indexed to
the performance of the underlying assets and investments . Please describe in greater detail
the nature and terms o f your wealth managemen t products  for each period presented .

10. Long -term Investments, page F -40

13. We note your response to prior comment 30.  Please revise  to explain  why you did not
disclose the fair value of your  cost method investments.  We refer you to ASC 825 -10-50-16
to 50-19.

Unaudited Interim Condensed Consolidated Financial Statements

4. Prepayments and Other Current Assets, page F -86

14. Please describe in greater detail the  nature of your prepaid revenue sharing costs that are
related to operations of licensed mobile games.  Clarify  the terms and conditions associated
with these prepaid revenue share arrangements .

You may contact Morgan Youngwood , Staff Accountant, at (202) 551 -3479, or Stephen
Krikorian , Accounting  Branch Chief, at (202) 551 -3488 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.   If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake  Ayoola
Special Counsel
Office of Information Technologies and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561

January 11, 2018

Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center,
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People's Republic of China

Re:  Bilibili Inc.
Draft Registration Statement on Form F-1
Submitted December 15, 2017
CIK No. 0001723690

Dear Mr. Chen :

We have reviewed your  draft  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 providing the requested information and either s ubmitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Risk Factors

Risks Related to our Business and Industry

If the content contained within videos…, page 15

1. You state that, in the past, you were subject to penalties by PRC regulatory authorities
due to your failure to comply with certain PRC laws and regulations. Please revise to
clarify the date(s) o f occurrence and describe in greater detail the nature of the penalties
imposed and how such may have impacted your operations and financial condition, or tell
us why this information is not material.

Rui Chen
Bilibili Inc.
January 11, 2018
Page 2

Use of Proceeds, page 53

2. You state on page 80 that, in using the proceeds from the offering, you may acquire
offshore entities with operators. To the extent known prior to the effectiveness of the
registration statement, please revise your disclosure to give a brief description of the
transaction, the offsh ore entities, and the status of the acquisition. Refer to Item 3.C. of
Form 20 -F for guidance.

Dilution, page 57

3. You state on page 153 that i mmediately upon the completion of th e offering, there will be
a certain amount of ordinary shares outstanding, in cluding a total of
142,913,505  ordinary shares resulting from the automatic conversion of all of our
outstanding preferred shares . Please revise your table (for example, by footnote) to
provide that the 142,913,505 ordinary shares are reflected for existin g shareholders .

4. We note that you have excluded from the second table the certain shares that existing
shareholders  have a right to acquire pursuant to outstanding share options . Please reflect
these shares in the table  (for example, by footnote)  assuming for purposes of e xercise  a
recent share price or other reasonable price assumption.  In this regard, we note your
disclosure that there are 19,419,209 ordinary shares issuable upon exercise of outstanding
share options at a nominal exercise price . Refer to Item 9.E. of Form 20 -F for guidance.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Results of Operations, page 70

5. We note that you disclose the following information or key factors throughout your
filing: the average daily time spent per active user on your mobile app; the number of
active content creators; the number of video submissions; the percentage of PUG video
views; the daily number of vid eo views; the number of average monthly active users for
mobile games; the monthly average time spent per device by your users; the number of
monthly average visits per device of your users; the monthly active users who
participated in social interactions;  the official members who passed your membership
exam; and the number of daily active live broadcasting hosts. These appear to be
important measures of your operating performance. Please revise your disclosures to
provide an enhanced quantitative and quali tative discussion and analyses of the changes
in these metrics for each period presented or explain to us why you do not believe these
metrics contribute meaningfully to understanding and evaluating your company. Please
consider disclosing this information in tabular format in an appropriate  section  of the
prospectus to provide context for investors.  We refer you to Part I, Items 5A and 5D of
Form 20 -F and Section III.B of SEC Release 33 -8350.

Rui Chen
Bilibili Inc.
January 11, 2018
Page 3

 User growth and engagement, page 70

6. You state on page 71 that your  revenues and results of operations depend on your ability
to monetize your large user base, to convert more users to paying users and to increase
the spending of your paying users.  Please revise your tabl e to provide the data for your
paying users for each of the quarters presented and  include an analysis of any trends or
uncertainties . Refer to Item 5 of Form 20 -F.

Net Revenues, page 72

7. You state that , as of September 30, 2017, you operated eight exclus ively licensed mobile
games and 38 games under non -exclusive arrangements. We note your disclosure on page
117 that you entered into joint operating agreements with game developers and
distributors pursuant to which you were granted non -exclusive licenses to promote and
distribute games on your platform. Please revise your disclosure to provide, if material,
the percentage of your net revenues the 38 games under non -exclusive arrangements
represent. Where applicable, also revise to provide the material term s of the joint
operating agreements, including the term of the agreements.

Results of Operations, page 75

8. We note that you operated  eight exclusiv ely licensed mobile games and thirty -eight
games under nonexclusive arrangements as of September 30, 2017 an d one self -
developed game since August 2017.  Please revise to disclose the number of games you
operated for each period presented. This appears to be important information since you
attribute the majority of the increase in your mobile game net revenues  to the launch of
more mobile games.  We refer you to Section Part I, Items 5A  and III.B.3 of SEC Release
33-8350.

9. We note from your disclosures on page 72 that your revenues from mobile games depend
on the number of paying users and average revenue per pa ying user.  We further note
from your disclosures  on page 16  that your business and operating results are dependent
upon your ability to attract new players and retain existing players.  Please tell us your
consideration of providing enhanced quantitative and qualitative disclosures to explain
how each of these factors impacted game monetization for each period presented and
include an analysis of any trends or uncertainties.  We refer you to Part I, Items 5A and
5D of Form 20 -F and Section III.B of SEC Rel ease 33 -8350.

10. We note that your net revenues from advertising increased by 221% from RMB18.9
million in 2015 to RMB60.7 million (US$8.8 million) in 2016.  Please tell us your
consideration of providing price and volume disclosures such as the number of paid
clicks or im pressions and average cost per click or per thousand views  for each period
presented and include an analysis of any trends or uncertainties.  We refer you to Part I,
Items 5A and 5D of Form 20 -F and Section III.B of SEC Release 33 -8350.

Rui Chen
Bilibili Inc.
January 11, 2018
Page 4

Gross loss, page 76

11. We note that you have a gross loss for each period presented.   Please revise to disclose
whether there is a minimum amount of revenue that you must generate in order to recover
your costs or achieve gross profit.   Clarify your disclosures to distinguis h between those
costs and expenses that  are fixed and variable in nature. This information will allow
investors to better assess the potential profitability of your business model.

Liquidity and Capital Resources, page 79

12. We note that you believe that y our current cash and cash equivalents and your anticipated
cash flows from operations and the net proceeds from this offering will be sufficient to
meet your anticipated working capital requirements and capital expenditures for the 12
months following this  offering. Please revise to disclose the minimum period of time that
you will be able to conduct planned operations using only currently avail able capital
resources without regard to the proceeds you expect to receive from the offering.  We
refer you to Pa rt I, Item 5B of Form 20 -F and Section IV. of SEC Release 33 -8350.

Critical Accounting Policies and Estimates

Revenue Recognition, page 83

13. We note that the Group considers the average period that players typically play the games
and other game player b ehavior patterns, as well as various other factors to arrive at the
best estimates for the estimated playing period of the paying players for each game,
usually from 3 -6 months.  Please revise to describe in greater detail the significant
estimates and ass umptions that you make in determining the average playing period that
paying players typically play your games. In addition, tell us whether you have made any
changes in your estimates and if so, the impact on revenues for each period presented.
We refer you to Section V of SEC Release No. 33 -8350.

Share -based compensation expenses, page 85

14. Please tell us your consideration of disclosing the estimated fair value of your ordinary
shares through the date of the filing. In addition, please revise to disclose that the
estimates will not be necessary to determine the fair value of new awards once the
underlying ADSs begin trading.

Principal Shareholders, page 148

15. We note that your existing officers, directors and principal stockholders currently own a
significant portion of your ordinary  shares . Please clarify whether the company will be a
“controlled company” under the definition of the applicable stock exchange  after the

Rui Chen
Bilibili Inc.
January 11, 2018
Page 5

 offering  and provide appropriate disclosure on the prospectus cover page, prospectus
summary and risk factors to the extent appropriate.

16. We refer to your disclosure on pa ge 151. Please revise to provide the remaining
disclosure required by Item 7.A. of Form 20 -F, including whether any significant change
in the percent ownership held by any of your major shareholder has occurred in the past
three years, and whether the majo r shareholders have different voting rights, or provide
an appropriate negative statement.

Underwriting

Relationships, page 186

17. You state that you may have engaged certain of the underwriters and their respective
affiliates in a variety of activities. I f any of the underwriters has had a material
relationship with you, please  revise to identify  the underwriter (s) and describe the nature
and terms of the relationship.  Refer to Item 9.B. of Form 20 -F.

Consolidated Financial Statements

Note 2. Significant  Accounting Policies

j) Intangible assets, net, page F -24

18. Your disclosures appear to indicate that you are applying the guida nce in ASC 920 to
capitalize  licensed copyrights of video content.  Please clarify the terms and conditions
associated with your arrangements to license copyrights of video content.  Describe
whether there are any variable fees asso ciated with these arrangements.

m) Revenue recognition, page F -26

19. We note that the Group records revenue generated from exclusive licensed mobile games
on a gross basis as the Group is acting as the principal to fulfill all obligations related to
the mobile game operation. We further note that the Group records the game publishing
service reve nue net of amounts paid to the game developers.  Please clarify the terms of
these revenue arrangements and provide a  detailed  analysis that supports your
presentation taking into consideration all of the factors outlined in ASC 605 -45-45.

20. Please clarify whether you offer both consumable and time -based in -game virtual items
in connection with your mobile game services.   In addition, tell us the portion of each of
these items purchased in the most recent fiscal year ending. In this regard, ex plain why
you believe an implied obligations exists and the obligation is basis for revenue
attribution.

Rui Chen
Bilibili Inc.
January 11, 2018
Page 6

 21. We note from your disclosures on page 22 that you depend on the billing and payment
systems of third parties such as online third -party payment proc essors to maintain
accurate records of payments of sales proceeds by paying users and collect such
payments. Please clarify your disclosures that indicate you receive periodic statements
from these third parties which indicate the aggregate amount of fees that were charged to
paying users of your products and services. Please de scribe how the timeliness of this
evidence impacts when you recognize revenues.

22. We note that your advertising service contracts may consist of multiple elements and
such elements g enerally represent different formats of advertisement, including but not
limited to banners, text -links, videos, logos, buttons and rich media. Please clarify your
disclosures that indicate each element is time -based and the service period of the element
is usually within three months.  In this respect, we note from your disclosures on page
118 that brand advertiser fees are generally are determined on the basis of the cost per
thousand views or the cost per day , and for small and medium -sized advertisers f ees are
generally determined on a cost -per-click basis.   Explain why revenue is recognize d over
the service period  instead of based on per view or click basis .

23. We note that the Group operates  a live broadcasting channel and the associated revenues
derived from the sale of virtual items are recorded on a gross basis as the Group acts as
the principal to fulfill all obligations related to the sale of virtual items.  Please clarify the
terms of these revenue arrangements and provide an analysis that suppor ts your
presentation taking into consideration all of the factors outlined in ASC 605 -45-45.

24. We note that the virtual items sold by the Group in connection with the live broadcasting
channel are comprised of either (1) consumable items or (2) time -based  item, such as
privilege titles etc. Describe any estimates and assumptions that you consider in
differentiating between reve nues attributable to  consumable and time -based in -game
virtual items.  Quantify the amount of revenues attributable to consumable an d time -based
items for each period presented.

25. Please clarify your disclosures that indicate other VAS includes sales of virtual items for
video that is recognized on item basis, which is consistent with the revenue recognition of
live broadcasting.

26. We note from your disclosures on page 117 that users can use “B -coins” to purchase
virtual items on your live broadcasting program and other parts of your platform, and also
send the virtual items to their favorite content creators to show appreciation and  provide
them with monetary rewards.   Please explain how you  recognize revenues associated
with these B -coin arrangements and describe the  relative terms and conditions of such
arrangements. Tell us the amount of revenues recognized in connection with B -coin
arrangements f or each period presented.

r) Share -based compensation, page F -30

Rui Chen
Bilibili Inc.
January 11, 2018
Page 7

 27. We note that for share options granted with a service condition and the occurrence of an
initial public offering as a performance condition, cumulative share -based compens ation
expenses for the options that have satisfied the service condition will be recorded upon
the completion of the initial public offering.  Please revise to disclose the  amount of
cumulative share -based compensation that will be recorded upon the comple tion of the
initial public offering.

Note 3. Concentrations and Risks

d) Mobile games, page F -37

28. We note t