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United States securities and exchange commission logo
January 30, 2023
Yifan Li
Chief Executive Officer
Hesai Group
9th Floor, Building L2-B
1588 Zhuguang Road, Qingpu District
Shanghai 201702
People s Republic of China
Re: Hesai Group
Registration
Statement on Form F-1
Filed January 17,
2023
File No. 333-269247
Dear Yifan Li:
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 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 comments.
Registration Statement on Form F-1
Prospectus Summary
Conventions That Apply to This Prospectus, page 12
1. We note that your
definition of "China" or the "PRC" excludes Hong Kong and Macau.
Please revise your
disclosure to remove the exclusion of Hong Kong and Macau from
your definition of
"China" or the "PRC."
Yifan Li
FirstName LastNameYifan Li
Hesai Group
Comapany
January 30,NameHesai
2023 Group
January
Page 2 30, 2023 Page 2
FirstName LastName
Summary Consolidated Financial Data, page 17
2. Please update your pro forma calculation to include the amount of
stock compensation
that will be recognized upon the effectiveness of your IPO. Assume the
service vesting
conditions that were met as of the IPO effectiveness date were met as
of January 1, 2021
and include the entire amount of additional stock compensation in you
pro forma net loss
per share for the year ended December 31, 2021. In determining the
service vesting
conditions that will be met as of the IPO effectiveness date and
calculating the stock
compensation that will be recognized upon the effectiveness of your
IPO, use the most
recent practicable date, when known, and disclose this date.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 77
3. You disclose that you have industry-leading gross margins of
approximately 50% from
2020 onwards. However, your disclosure on page 78 states that your
gross margin for the
nine months ended September 30, 2022 was 44.0% and your Selected
Quarterly Results of
Operations on page 89 indicate that your gross margin for the most
recent quarter ended
September 30, 2022 was 37%. Please clarify this disclosure to include
your gross margin
through September 30, 2022 and any known decreases in gross margin as
it relates to the
unit shipments through December 31, 2022 that you have disclosed.
Management, page 152
4. Please file the consent of Bonnie Zhang as an exhibit to your
registration statement. Refer
to Securities Act Rule 438.
Compensation of Directors and Executive Officers, page 156
5. Please update to include the executive compensation disclosure for the
year ended
December 31, 2022.
Unaudited Condensed Consolidated Financial Statements for the Nine Months Ended
September
30, 2021 and 2022
Notes to Unaudited Condensed Consolidated Financial Statements
12. Share Based Compensation, page F-64
6. When your preliminary IPO price is known, please provide us with a
breakdown of all
equity awards granted from six month before the date of this letter
and leading up to the
preliminary pricing of your IPO. This breakdown should list grants in
chronological order
including the fair value of the underlying common stock used to value
such awards as
determined by your board of directors. Please reconcile and explain
the differences
between the fair values of the underlying equity interest determined
on each grant date,
including the difference between the most recent grant date fair value
and the midpoint of
your offering range. In addition, your disclosure should fully
describe the assumptions
Yifan Li
Hesai Group
January 30, 2023
Page 3
utilized at the IPO valuation date that are significantly different than
those used in the
most recent valuation.
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 Laura Veator, Senior Staff Accountant, at (202) 551-3716
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameYifan Li
Division of
Corporation Finance
Comapany NameHesai Group
Office of
Technology
January 30, 2023 Page 3
cc: Yuting Wu, Esq.
FirstName LastName