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
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,
FirstName LastNameRui Chen
Division of
Corporation Finance
Comapany NameBilibili Inc.
Office of
Technology
November 22, 2023 Page 2
cc: Haiping Li
FirstName LastName