Timothy B. Bancroft
tbancroft@goulstonstorrs.com
(617) 574-3511 (Direct)
August 14, 2017
VIA EDGAR
Draft Registration Statement
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Sogou Inc.
Confidential Draft Registration Statement on Form F-1
Ladies and Gentlemen:
On behalf of our client Sogou Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering in the United States of American depositary shares (“ADSs”), representing Class A Ordinary Shares, par value $0.001 per share, of the Company via EDGAR to the Securities and Exchange Commission for confidential review pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”). The Company confirms that it is an “emerging growth company” as defined in the JOBS Act and that its securities have not been sold previously pursuant to an effective registration statement under the Securities Act of 1933.
Financial Statements
The Company has included in this submission its audited consolidated financial statements as of December 31, 2014, 2015, and 2016 and for each of the three years then ended. As an emerging growth company, the Company has omitted selected consolidated financial data for the years before 2014.
If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at (617) 574-3511 or via e-mail at tbancroft@goulstonstorrs.com.
400 Atlantic Avenue, Boston, Massachusetts 02110 (617) 482-1776 www.goulstonstorrs.com
| Very truly yours, |
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| /s/ Timothy B. Bancroft |
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| Timothy B. Bancroft |
cc: Xiaochuan Wang, Chief Executive Officer
James Deng, Chief Financial Officer
Zhou (Joe) Yi, Deputy Chief Financial Officer
Sunny Dong, PricewaterhouseCoopers Zhong Tian LLP
James C. Lin, Esq., Davis Polk & Wardwell LLP
Li He, Esq., Davis Polk & Wardwell LLP