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United States securities and exchange commission logo
January 7, 2022
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
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted December
21, 2021
CIK No. 0001861737
Dear Dr. Li:
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. Unless we note otherwise, our references to prior comments are
to comments in our
November 5, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1. Please disclose here
and in the prospectus summary whether your auditor is subject to the
determinations
announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign
Companies Accountable Act and related regulations will affect your
company.
Yifan Li
FirstName LastNameYifan Li
Hesai Group
Comapany
January NameHesai Group
7, 2022
January
Page 2 7, 2022 Page 2
FirstName LastName
Summary of Combined and Consolidated Financial Data, page 19
2. We note your response to prior comment no. 3. Please clarify whether
the stock-based
compensation amounts included in the pro forma net loss per share were
separately
determined for each period as if the IPO was effective as of each
reporting date. That is,
explain whether the RMD49.9 stock-based compensation recorded for the
nine months
ending September 30, 2021 includes expenses attributable to options
that were
outstanding during 2020. The pro forma stock-compensation expense
should be
calculated assuming that the IPO was effective on January 1, 2020 for
both reporting
periods, and that the service conditions that were met through the IPO
effectiveness date
were met as of January 1, 2020.
Risk Factors
Our auditor is currently not subject to inspections by the PCAOB..., page 29
3. Please update your disclosure to reflect that the PCAOB has issued its
report notifying the
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
Unaudited Consolidated Financial Statements for the Nine Months Ended September
30, 2020
and 2021
Notes to Unaudited Financial Statements
8. Derivative Liability, page F-48
4. Please revise your disclosure to clarify if the redemption value of
the redeemable
preferred shares is presented in thousands of RMB or thousands of USD.
17. Subsequent Events, page F-59
5. Please disclose the unrecognized compensation expense associated with
share options
granted subsequent to September 30, 2021.
Yifan Li
FirstName LastNameYifan Li
Hesai Group
Comapany
January NameHesai Group
7, 2022
January
Page 3 7, 2022 Page 3
FirstName LastName
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
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Z. Julie Gao, Esq.