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
Rui Chen
FirstName
Bilibili Inc.LastNameRui Chen
Comapany
October 17,NameBilibili
2023 Inc.
October
Page 2 17, 2023 Page 2
FirstName LastName
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.
Rui Chen
FirstName
Bilibili Inc.LastNameRui Chen
Comapany
October 17,NameBilibili
2023 Inc.
October
Page 3 17, 2023 Page 3
FirstName LastName
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.
o 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.
o 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.
o 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.
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
Rui Chen
Bilibili Inc.
October 17, 2023
FirstName
Page 4 LastNameRui Chen
Comapany NameBilibili Inc.
Office of Technology
October 17, 2023 Page 4
cc: Haiping Li
FirstName LastName