|SKADDEN, ARPS, SLATE, MEAGHER & FLOM|
GEOFFREY CHAN *
SHU DU *
ANDREW L. FOSTER *
CHI T. STEVE KWOK *
EDWARD H.P. LAM ¨*
HAIPING LI *
RORY MCALPINE ¨
JONATHAN B. STONE *
PALOMA P. WANG
¨ (ALSO ADMITTED IN ENGLAND & WALES)
* (Also Admitted in New York)
REGISTERED FOREIGN LAWYER
Z. JULIE GAO (CALIFORNIA)
42/F, EDINBURGH TOWER, THE LANDMARK
15 QUEENS ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700
FAX: (852) 3740-4727
|June 9, 2021|
Ms. Jan Woo
Mr. Edwin Kim
Mr. Stephen Krikorian
Ms. Laura Veator
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Kanzhun Ltd. (CIK No. 0001842827)
Amendment No. 5 to the Registration Statement on Form F-1
Dear Ms. Woo, Mr. Kim, Mr. Krikorian and Ms. Veator:
On behalf of our client, Kanzhun Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the Company), we submit to the staff (the Staff) of the Securities and Exchange Commission (the Commission) this letter setting forth the Companys responses to the comments contained in the Staffs letter dated June 8, 2021 related to Amendment No. 3 to the Companys registration statement on Form F-1 filed on June 7, 2021. Concurrently with the submission of this letter, the Company is filing herewith Amendment No. 5 (Amendment No. 5) to the Companys registration statement on Form F-1.
Securities and Exchange Commission
June 9, 2021
The Company respectfully advises the Staff that it has filed joint acceleration requests for the Commission to declare its registration statement effective on June 10, 2021, and would greatly appreciate the Staffs continued assistance and support to the Company to meet this timeline.
The Staffs comments are repeated below in bold and are followed by the Companys responses. We have included page references in Amendment No. 5 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment No. 5.
Comments in Letter Dated June 8, 2021
Unaudited Interim Consolidated Financial Statements
Notes to Unaudited Interim Consolidated Financial Statements
16. Share Based Compensation, page F-102
Clarify if you issued any stock options or other equity awards subsequent to March 31, 2021. In this regard, your disclosure on page 85 states that as of the date of the prospectus, there were 135,579,826 outstanding options. However, your disclosure on page F-102 indicates there were 117,254,396 outstanding options as of March 31, 2021. If additional options were issued, tell us the fair value of ordinary shares used in the valuation of these options. If the mid-point of your IPO price range was not used as a factor in determining the fair value of your ordinary shares, please explain why. Further, tell us what consideration you gave to disclosing any additional options grants and the associated compensation expense that will be recognized in future periods.
In response to the Staffs comments, the Company has revised the disclosure on page F-106 of Amendment No. 5 to disclose the share options granted in future periods and estimated total share-compensation expense to be recorded in its consolidated financial statements in the future. The Company respectfully advises the Staff that the fair value of ordinary shares used in valuing the additional options is US$9.00 per share, and mid-point of the IPO price range was used as a factor in determining the fair value of the Companys ordinary shares underlying these additional options.
20. Subsequent Events, page F-106
Please revise to disclose the estimated share-based compensation expenses amount that is attributable to the 24,745,531 Class B ordinary shares issued to TECHWOLF LIMITED. Clearly indicate when this expense will be recorded.
In response to the Staffs comment, the Company has revised the disclosure on page F-106 of Amendment No. 5 to disclose the amount of estimated share-based compensation expense that will be recognized upon the issuance of Class B ordinary shares to TECHWOLF LIMITED upon the completion of its IPO.
* * *
If you have any questions regarding Amendment No. 5, please contact the undersigned by phone at +852 3740-4863 or via e-mail at firstname.lastname@example.org.
|Very truly yours,|
|Z. Julie Gao|
Peng Zhao, Chief Executive Officer, KANZHUN LIMITED
Yu Zhang, Chief Financial Officer, KANZHUN LIMITED
Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Derek Shao, Partner, PricewaterhouseCoopers Zhong Tian LLP
Cathy Yeung, Esq., Partner, Latham & Watkins LLP
Allen Wang, Esq., Partner, Latham & Watkins LLP