United States securities and exchange commission logo

                            November 8, 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. 4 to
Draft Registration Statement on Form F-1
                                                            Submitted October
11, 2022
                                                            CIK No. 0001861737

       Dear Yifan 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

              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 otherwise noted, where prior comments are referred to
they refer to our letter
       dated April 15, 2022.

       Amendment No. 4 to Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   We note your response
to prior comment 1. Please provide a cross-reference to your
                                                        detailed discussion of
risks facing the company and the offering as a result of your
                                                        corporate structure.
   2.                                                   We note your response
to prior comment 2. Please refrain from using terms such as    we
                                                        or    our    when
describing activities or functions of the operating subsidiaries. In this
 Yifan Li
Hesai Group
November 8, 2022
Page 2
         regard, we note that due to your corporate structure investors are
subject to unique risks
         due to uncertainty of the interpretation and the application of the
PRC laws and
         regulations, including but not limited to limitations on foreign
ownership of technology
Summary Combined and Consolidated Financial Data, page 17

3.       We note your revised disclosure in response to prior comment 7 and we
reissue our
         comment. In this regard, we note that you present pro forma net loss
per share for both
         the year ended December 31, 2021 and the six months ended June 30,
2022 and you also
         include proposed additional disclosure of the pro forma net loss per
share including share-
         based compensation at the effective date of the initial public
offering. Please revise to
         present only one pro forma net loss per share calculation for the
latest annual period (i.e.,
         the year ended December 31, 2021) and assume the IPO was effective on
January 1 of the
         latest annual period (i.e., January 1, 2021). Include the amount of
stock based
         compensation that will be recognized upon the effectiveness of your
IPO in this
         calculation. That is, assume the service vesting conditions that were
met as of the IPO
         effectiveness date were also 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 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
Overview, page 76

4.     You disclose that you have shipped approximately 34,000 LiDAR units from
2017 and up
       to June 30, 2022, and you expect to ship over 80,000 LiDAR units,
       approximately 60,000 units for ADAS customers that are evidenced by
       scheduled purchase orders, in 2022. Please clarify if the 80,000 units
are additional
       shipments you expect to ship subsequent to June 30, 2022 through
December 31, 2022, or
       if this is the total shipments, including both completed and expected
for the year ended
FirstName LastNameYifan Li
       December 31, 2022. Also, clarify the number of these expected shipments
that you have
Comapany     NameHesai
       actually   completedGroup
                              to date and your basis for any additional
expected shipments that are
       not  represented
November 8, 2022 Page 2   by  noncancellable scheduled purchase orders.
FirstName LastName
 Yifan Li
FirstName LastNameYifan Li
Hesai Group
Comapany 8,
November  NameHesai
             2022     Group
Page 3    8, 2022 Page 3
FirstName LastName
5.       We also note your disclosure on page 78 that you expect the average
selling price for your
         LiDAR units and your gross margin to decrease as your shipment volume
         increases. Please balance your disclosure to describe the impact on
any known or
         reasonably possible changes to your selling prices as it relates to
these expected
         shipments. Also, describe any known or reasonably possible changes to
your gross
         margins as a result of cost increases or materials and chip shortages
that you describe as
         risks elsewhere in your filing.
Inflation, page 97

6.       Please update your disclosure to describe changes in the consumer
price to date, and the
         impact of such changes or other inflationary factors on your financial
position and results
         of operations to date.
Combined and Consolidated Financial Statements for the Years Ended December 31,
2019, 2020
and 2021
Notes to Combined and Consolidated Financial Statements
16. Redeemable Shares, page F-26

7.       You disclose that the agreements provide the investors with the right
to redeem if a
         Qualified-IPO has not been consummated by December 31, 2022. Please
clarify the
         redemption rights if a qualified IPO occurs subsequent to December 31,
2022. That is,
         clarify if holders will continue to have the rights to redeem these
shares subsequent to the
         IPO, or if the shares will automatically convert to ordinary shares
upon the effectiveness
         of an IPO. Revise your disclosures accordingly.
       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
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.


                                                               Division of
Corporation Finance
                                                               Office of
cc:      Yuting Wu, Esq.