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United States securities and exchange commission logo
July 7, 2023
Yan Tang
Chief Executive Officer
Hello Group Inc.
20th Floor, Block B
Tower 2, Wangjing SOHO
No. 1 Futongdong Street
Chaoyang District, Beijing 100102
People s Republic of China
Re: Hello Group Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 25,
2023
File No. 001-36765
Dear Yan Tang:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Part 1.
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the
Consolidated Affiliated
Entities, page 2
1. Please disclose
prominently on the prospectus cover page that your operations are
conducted by your
subsidiaries and through contractual arrangements with a variable
interest entity ("VIE")
based in China and that this structure involves unique risks to
investors. Explain
whether the VIE structure is used to provide investors with exposure to
foreign investment in
China-based companies where Chinese law prohibits direct foreign
investment in the
operating companies.
Yan Tang
FirstName LastNameYan Tang
Hello Group Inc.
Comapany
July 7, 2023NameHello Group Inc.
July 7,2 2023 Page 2
Page
FirstName LastName
2. You disclose that despite the lack of legal majority ownership, your
Cayman Island
holding company is considered the primary beneficiary of the
consolidated affiliated
entities and consolidates the consolidated affiliated entities and
their subsidiaries as
required by Accounting Standards Codification ( ASC ) topic 810,
Consolidation. Please
clarify your disclosure to indicate that you are the primary
beneficiary of the VIE for
accounting purposes.
Other Risks related to Our Mainland China Operations, page 4
3. Please clarify your disclosure to address how recent statements and
regulatory actions by
China s government, such as those related to the use of variable
interest entities and data
security or anti-monopoly concerns, have or may impact the company s
ability to conduct
its business, accept foreign investments, or list on a U.S. or other
foreign exchange.
Cash Flow through Our Organization, page 5
4. Please clarify your disclosures to explain whether you have written
cash management
policies and procedures that dictate how funds are transferred, and if
so, describe these
policies and procedures (e.g., a policy that addresses how a company
handles any
limitations on cash transfers due to PRC law). Provide
cross-references to the condensed
consolidating schedule and the consolidated financial statements.
Financial Information Related to the Consolidated Affiliated Entities, page 7
5. Please clarify your disclosures in this section to identify the parent
company, the VIEs and
its consolidated subsidiaries, the WFOEs that are the primary
beneficiary of the VIEs, and
an aggregation of other entities that are consolidated.
D. Risk Factors
Summary of Risk Factors, page 15
6. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks in the
prospectus. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of the
securities you are registering for sale. Acknowledge any risks that
any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
Yan Tang
FirstName LastNameYan Tang
Hello Group Inc.
Comapany
July 7, 2023NameHello Group Inc.
July 7,3 2023 Page 3
Page
FirstName LastName
cause the value of such securities to significantly decline or be
worthless.
Risks Related to Our Business and Industry, page 16
7. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to
explain how this
oversight impacts your business and to what extent you believe that
you are compliant
with the regulations or policies that have been issued by the CAC to
date.
Item 4. Information on the Company
C. Organizational Structure, page 91
8. Disclose clearly that the company uses a structure that involves a VIE
based in China and
what that entails. Clarify your disclosures in this section to
identify your wholly-owned
subsidiary ("WFOE") and its VIEs and their respective shareholders.
Identify in this
section clearly the entity in which investors are purchasing their
interest and the entity(ies)
in which the company s operations are conducted. Describe the
relevant contractual
agreements between the entities and how this type of corporate
structure may affect
investors and the value of their investment, including how and why the
contractual
arrangements may be less effective than direct ownership and that the
company may incur
substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties
regarding the status of the rights of the Cayman Islands holding
company with respect to
its contractual arrangements with the VIE, its founders and owners,
and the challenges the
company may face enforcing these contractual agreements due to legal
uncertainties and
jurisdictional limits.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 161
9. We note your statement that you reviewed your register of members and
public filings
made by your shareholders in connection with your required submission
under paragraph
(a). Please supplementally describe any additional materials that were
reviewed and tell us
whether you relied upon any legal opinions or third party
certifications such as affidavits
as the basis for your submission. In your response, please provide a
similarly detailed
discussion of the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
10. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
11. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
for Hello Group Inc. or the VIEs. We also note that your list of
principal subsidiaries
Yan Tang
FirstName LastNameYan Tang
Hello Group Inc.
Comapany
July 7, 2023NameHello Group Inc.
July 7,4 2023 Page 4
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FirstName LastName
and consolidated entities in Exhibit 8.1 appears to indicate that you
have subsidiaries in
Hong Kong and countries outside China that are not included in your
VIEs. Please note
that Item 16I(b) requires that you provide disclosures for yourself
and your consolidated
foreign operating entities, including variable interest entities or
similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which
you have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
12. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to our knowledge . Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of
the Chinese
Communist Party.
Consolidated Financial Statements
Note 5. Long-Term Investments, page F-33
13. Please provide a legal analysis of whether the Company or any of its
subsidiaries meets
the definition of investment company under Section 3(a)(1)(C) of
the 1940 Act. Please
include in your analysis all relevant calculations under Section
3(a)(1)(C), identifying
each constituent part of the numerator(s) and denominator(s). Please
also describe and
discuss: (i) your proposed treatment of the Company s cash and cash
equivalents for
purposes of Section 3(a)(1)(C); (ii) your proposed treatment of the
Company s term
deposits for purposes of Section 3(a)(1)(C); and (ii) any other
substantive determinations
and/or characterizations of assets that are material to your
calculations.
Note 16. Share-Based Compensation, page F-44
14. We note the volatility of the underlying ordinary shares during the
life of the options was
estimated based on the historical stock price volatility of comparable
listed companies
over a period comparable to the expected term of the options. Please
explain how you
considered your historical volatility and expected share price
volatility in determining
the volatility assumptions to use. Please quantify the difference
between your historical
volatility and the historical stock price volatility of comparable
listed companies over a
period comparable to the expected term of the options. We refer you to
ASC 718-10-55-
37 through 41 and Staff Accounting Bulletin ( SAB ) 107, Topic 14.
In closing, 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.
Yan Tang
Hello Group Inc.
July 7, 2023
Page 5
You may contact Morgan Youngwood, Senior Staff Accountant at
202-551-3479 or
Stephen Krikorian, Accounting Branch Chief at 202-551-3488 with any questions.
Contact
Jimmy McNamara at (202) 551-7349 or Jennifer Thompson at (202) 551-3737 if you
have any
questions about comments related to your status as a Commission-Identified
Issuer during your
most recently completed fiscal year.
FirstName LastNameYan Tang Sincerely,
Comapany NameHello Group Inc.
Division of
Corporation Finance
July 7, 2023 Page 5 Office of Technology
FirstName LastName