United States securities and exchange commission logo
July 26, 2022
Long Chen
Chief Executive Officer
ZKH Group Limited
7/F, Tower 4, Libao Plaza, No. 36 Shenbin Road
Minhang District, Shanghai 201106
People s Republic of China
Re: ZKH Group Limited
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted July 12,
2022
CIK No. 0001862044
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 submitting
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
response.
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.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted on
July 12, 2022
Cover Page
1. We reissue our prior
comment 3 in part. Please quantify the proceeds from the issuance of
Series F Convertible
Notes that was transferred between you and your subsidiaries. Make
conforming changes in
your prospectus summary.
Long Chen
FirstName
ZKH GroupLastNameLong Chen
Limited
Comapany
July NameZKH Group Limited
26, 2022
July 26,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
91
2. We have reviewed your response to comment 7 noting GMV represents
sales on a gross
basis under both the sales model and marketplace model even though
sales are recognized
on a net basis under the marketplace model under U.S. GAAP. Please
tell us how you
determined that the disclosure of this measure does not result in a
tailored recognition and
measurement method. Refer to Question 100.04 of the staff's Compliance
and Disclosure
Interpretations on Non-GAAP Financial Measures.
3. We note your response to our prior comment 9. Please disclose your
response in your
filing.
General
4. We note your disclosure throughout your filing that your business
strategy includes
expansion into overseas markets. We also note the information on slide
19 of your "testing
the waters" materials regarding the "untapped and massive" market in
certain overseas
territories. Please include such disclosure in your filing, or tell us
why you are not
required to do so.
You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Brian V. Breheny, Esq.