United States securities and exchange commission logo

                            April 15, 2021

       Peng Zhao
       Chief Executive Officer
       Kanzhun Ltd.
       18/F, GrandyVic Building Taiyanggong Middle Road
       Chaoyang Distict, Beijing 100020
       People   s Republic of China

                                                        Re: Kanzhun Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted March 19,
                                                            CIK No. 0001842827

       Dear Mr. Zhao:

              We have reviewed your 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

       Draft Registration Statement on Form F-1

       Summary, page 1

   1.                                                   Please explain why you
combine both job seekers users and those that use the platform to
                                                        hire employees, i.e.
enterprise users, in your statistics for MAUs and DAUs. We note that
                                                        you generate almost all
of your revenue from paid enterprise customers. Discuss how
                                                        combining the two user
groups into one metric provides insight as to user engagement,
                                                        customer billings or
revenue generation. We further note that you provide comparative
                                                        industry information
based on the Top 5 online job search companies in China based on
                                                        MAU. Please clarify if
these competitors also combine job seekers with hiring entity
 Peng Zhao
FirstName   LastNamePeng Zhao
Kanzhun Ltd.
April       NameKanzhun Ltd.
       15, 2021
April 215, 2021 Page 2
FirstName LastName
2.       Please clarify that the term    enterprise user    covers Bosses and
recruiting professional
         users of all sized companies, rather than that of only large
3.       Please clarify that your revenue model is primarily based on a
freemium or similar model
         where you offer your services on your platform primarily for free to
both job seekers and
         enterprise users, but you generate nearly all of your revenue through
employers and
         recruiting professionals through subscription, job placement ads and
         services. Clarify that of your 11.4 million enterprise users, only 2.3
million of them were
         paid enterprise customers that generated revenue in 2020. Further,
please advise us
         whether the conversion rate from free enterprise user to paid
enterprise customer is a key
         performance indicator used by management to evaluate your business.
Summary Consolidated Financial Data, page 15

4.       Please include a supporting calculation for your pro forma net loss
per share, including a
         reconciliation of net loss attributable to ordinary shares to pro
forma net loss attributable
         to ordinary shares and a reconciliation of weighted average ordinary
shares outstanding to
         pro forma weighted average ordinary shares outstanding.
Risk Factors
Our post-offering memorandum and articles of association and the deposit
agreement provide...,
page 64

5.       Please expand your risk factor to address that Section 22 of the
Securities Act provides
         concurrent jurisdiction for Securities Act claims to both state and
federal courts. Since
         your exclusive forum provision provides for federal courts to have
exclusive jurisdiction
         over Securities Act claims, please briefly discuss the uncertainty as
to whether this
         provision is enforceable and that investors cannot waive compliance
with the federal
         securities laws and the rules and regulations thereunder.
Business, page 118

6.       We note that you provide a business measures relating to percentage of
DAUs to MAUs,
         revenues by type of job seeker, verified job seekers, verified
enterprise users, etc., for
         2020 only. Please provide similar amounts for 2019 or explain why you
do not believe it
         is material.
7.       On pages 91 and 121 you indicate that you have a substantial number of
free enterprise
         users that do not generate revenue and your ability to monetize these
enterprise users is a
         part of your growth plans. Please provide a description of the key
functions of your
         platform that free enterprise users may use without any paid
subscriptions or paid
         services. For example, please clarify if a Boss or recruiter could
review and search job
         seeker profiles, contact and interview them via streaming video in
your app, and then hire
         the job seeker for free if they do not post a job ad or otherwise use
any of the value-added
 Peng Zhao
FirstName   LastNamePeng Zhao
Kanzhun Ltd.
April       NameKanzhun Ltd.
       15, 2021
April 315, 2021 Page 3
FirstName LastName
8.       You state that your sales and marketing expenses represented 91.8% and
69.3% of your
         revenues in 2019 and 2020. Please provide more details of your
advertising expenditures.
         In this regard, discuss whether you have material arrangements, such
on online traffic
         acquisition arrangements and branding advertising.
Regulation, page 137

9.       On pages 25 and 141, you indicate that you have not obtained the
Audio-Visual License
         for providing internet audio-visual program services and content
through your online
         recruitment platform in China. You further indicate that you may be
subject to fines and
         suspension of audio-visual activities through your platform without a
license and such a
         license may not be available to you since you are not a state-owned or
controlled entity.
         Please clarify whether you believe you are required to receive the
Audio-Visual License to
         operate your current platform and discuss your efforts to obtain such
a license. Your
         discussion should include the name of the government entity that would
issue the Audio-
         Visual License and whether you have applied for such a license.
10.      You briefly mention on page 25 that the Audio-Visual License may cover
         educational videos available for purchase by users and short
recruitment videos uploaded
         by users. Please provide a more detailed description of the video
features of your
         platform that may fall under the scope of the Audio-Visual License. In
particular, please
         clarify if the in-app streaming interviewing feature would be included
and, if so, the
         impact on the company's operations.
Management, page 155

11.      According to your description of your Shareholders Agreement on page
177, you disclose
         that its corporate governance provisions will expire upon the close of
the IPO. Please
         clarify whether your current board were subject to any board
appointment or nomination
         rights made pursuant to your Shareholders Agreement. If so, please
specify which
         directors were appointed or nominated by shareholders pursuant to such
12.      Please briefly discuss the board observer rights for your principal
shareholder Global
         Private Opportunities Partners, an affiliate of your underwriter
Goldman Sachs. Further,
         we note that your related party disclosures cross-reference the
description of your
         Shareholders Agreement on page 177, but does not mention the related
party nature of this
         board observer right and indicates that the corporate governance
provisions of the
         agreement would expire upon the close of the IPO. Please clarify that
the board observer
         rights will survive the close of your IPO and revise your description
of your Shareholders
         Agreement accordingly.
13.      Your description of the capital share capital indicates that your
articles do not require an
         annual general meeting on page 167. Please clarify on page 159 if you
are not required to
         hold annual elections for directors. If so, please also clarify
whether you intend to hold
         annual meetings and/or annual elections of directors. If not, please
address this issue in a
         risk factor as appropriate.
 Peng Zhao
Kanzhun Ltd.
April 15, 2021
Page 4
Consolidated Financial Statements
Notes to Consolidated Financial Statements
1. Principal Activities and Organization
(d) Risks Related to the VIE Structure, page F-14

14.      Your disclosure on page F-15 states that the Company considers that
there is no asset of
         the VIE that can be used to settle obligations of the VIE except for
registered capital of the
         VIE amounting to RMB 8,992 as of December 31, 2019 and 2020,
respectively. Please
         clarify if you mean that there are no assets of the VIE that can only
be used to settle
         obligations of the VIE. Otherwise, please clarify how obligations of
the VIE are settled.
2. Principal Accounting Activities
2.13 Revenue Recognition
Item Based Model, page F-22

15.      Your disclosure states that under the item based model you deliver
service in the form of
         other various virtual tools. Please further clarify the nature of
these services and over
         what period they are delivered or made available to customers. Tell us
how you
         considered the criteria in ASC 606-10-25-23 through 25-30 in
determining when the
         performance obligation has been satisfied.
Arrangements with Multiple Performance Obligations, page F-23

16.      Your disclosure indicates that your contracts with enterprise
customers may include bulk
         sales of various value added features and subscription packages.
Please further clarify the
         nature of the value added features and how you determined that they
are distinct form
         your subscription services. Refer to ASC 606-10-25-19 through 25-21.
2.14 Cost of Revenues
2.15 Sales and Marketing Expenses, page F-23

17.    Your disclosure on page 32 indicates that in exchange for facilitating
the purchase of your
       online recruitment services through your mobile applications you pay
certain app store
       operators a certain share of the revenue you receive from these
transactions. Clarify if
       these costs are included in your online traffic acquisition costs. If
so, tell us your basis for
       including in sales and marketing expense rather than cost of revenues.
In this regard,
FirstName LastNamePeng Zhao
       considering that these fees are based on a share of revenue, they appear
to be direct costs
Comapany    NameKanzhun
       of providing         Ltd. Please also tell us the dollar amount of these
costs for each
                     the service.
April 15, 2021presented.
               Page 4
FirstName LastName
 Peng Zhao
FirstName   LastNamePeng Zhao
Kanzhun Ltd.
April       NameKanzhun Ltd.
       15, 2021
April 515, 2021 Page 5
FirstName LastName
9. Operating Lease, page F-33

18.      Your disclosure on page F-25 states that lease expense for lease
payments is recognized
         on a straight-line basis over the lease term. However, we note your
lease expense includes
         interest on lease liabilities. Please clarify your accounting for
operating leases and how it
         complies with ASC 842.
16. Share Based Compensation, page F-48

19.      When your preliminary IPO price is known, please reconcile and explain
the differences
         between the fair values of the underlying equity interest determined
on each grant date
         including the difference between the most recent grant date fair value
and the midpoint of
         your offering range. Describe the objective evidence that supports
your determination of
         the fair value of the underlying equity interest at each grant or
issue date. Please provide
         this analysis for the most recent six months. In addition, your
disclosure should fully
         describe the assumptions utilized at the IPO valuation date that are
significantly different
         than those used in the most recent valuation.

20.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       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 Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other


                                                               Division of
Corporation Finance
                                                               Office of
cc:      Z. Julie Gao