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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
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 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
companies.
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
Operations
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,
including
approximately 60,000 units for ADAS customers that are evidenced by
noncancellable
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
November
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
regarding
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.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Yuting Wu, Esq.