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United States securities and exchange commission logo
August 26, 2022
Gaofei Wang
Chief Executive Officer
Weibo Corporation
8/F, QIHAO Plaza, No. 8 Xinyuan S. Road
Chaoyang District, Beijing 100027
People s Republic of China
Re: Weibo Corporation
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed March 10,
2022
File No. 001-36397
Dear Mr. Wang:
We have reviewed your July 22, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
June 27, 2022 letter.
Form 20-F for the Fiscal Year Ended December 31, 2021
Introduction, page 1
1. We note your response
to prior comment 2. Please revise the definition of "China" and
"PRC" to include Hong
Kong and Macau and clarify that the only time "China" and
"PRC" does not include
Hong Kong or Macau is when you reference specific laws and
regulations adopted by
the PRC. Additionally, clarify that the legal and operational risks
associated with
operating in China also apply to operations in Hong Kong and Macau.
Lastly, discuss any
commensurate laws and regulations in Hong Kong and Macau, where
applicable throughout
the prospectus, and the risks and consequences to you including the
enforceability
associated with those laws and regulations.
Gaofei Wang
Weibo Corporation
August 26, 2022
Page 2
Item 3. Key Information
Permissions Required from the PRC Authorities for Our Operations, page 5
2. We note from the proposed revised disclosures in your response to
prior comment 7 that
you relied on your PRC counsel in determining that you are not
required to obtain
permissions from the CSRC and are not required to go through
cybersecurity review by
the CAC. Please confirm that you will provide the consent of counsel
in future filings.
Financial Information Related to the VIEs, page 8
3. We note your response and proposed revised disclosures to prior
comment 9. Your
disclosure, which indicates that the share of income (loss) of the
VIEs represent the
elimination of "investments" between the primary beneficiary of the
VIEs and the VIEs'
subsidiaries appears to imply an equity relationship exists between
the primary beneficiary
and the VIE. Please tell us and further revise to clarify the intent
of this line item. To the
extent this relates to amounts paid by the VIE pursuant to contractual
arrangements, tell us
how this differs from the inter-company revenue and inter-company cost
and expenses
already disclosed and revise as necessary. Similar revisions should be
made to the
"investment in VIE" in the consolidating balance sheets.
Risk Factors
Summary of Risk Factors
"Risks Relating to Doing Business in China", page 13
4. We note your proposed revised disclosures in response to prior comment
12. Please
further revise to clarify that your ADSs will be prohibited from
trading in the U.S. under
the HFCAA if the PCAOB is unable to inspect or fully investigate your
auditors in 2024
or in 2023 if the proposed changes to the law are enacted.
5. Please enhance the proposed risk factor provided in response to prior
comment 10 to
describe expressly, based on key material facts about the business,
why you believe that
you are not an investment company for purposes of section 3(a)(1)(C)
of the Company
Act. For example, in connection with describing the applicable test
under section
3(a)(1)(C), please provide a representation regarding the approximate
value of
your investment securities as of a recent date.
Risks Relating to Our Business
We rely on assumptions and estimates to calculate certain key operating
metrics..., page 25
FirstName LastNameGaofei Wang
6. Please revise to clarify that you are unable to estimate the number or
percentage of spam
Comapany NameWeibo
accounts includedCorporation
in your key operating metrics as indicated in your
response to prior
Augustcomment
26, 2022 13.
Page 2
FirstName LastName
Gaofei Wang
FirstName LastNameGaofei Wang
Weibo Corporation
Comapany
August 26, NameWeibo
2022 Corporation
August
Page 3 26, 2022 Page 3
FirstName LastName
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 117
7. We note from your response to prior comment 17 that at the end of
fiscal 2020 the
company restructured its sales team and eliminated the distinctions
between key account
(KA) and small medium-sized (SME) sales teams and merged the two teams
together.
Please reconcile this information with your disclosures on page 80
where you indicate that
you transact business directly with KA customers or through their
third-party advertising
agencies and with SMEs primarily through your distribution networks.
You further state
that your sales team assists KA customers or their advertising
agencies throughout their
campaign cycle and you rely on distributors to support your SME
customers. Please
explain and revise your disclosures as necessary. Tell us the amount
of revenue generated
from distributors for each period presented and how, if at all, such
revenues compare to
those generated from SME customers in the periods in which you tracked
such data.
Consolidated Financial Statements
Note 1. Operations, page F-9
8. Please revise to include the information provided in response to prior
comment 18 in
future filings.
General
9. Please address the following as it relates to the unconsolidated 40%
Test worksheet
("Worksheet") provided in connection with response to prior comment
20:
Column E of the Worksheet indicates that the company has no assets
that it deems
Bad Subsidiaries and VIEs. However, the structure chart
provided in connection
with your response shows that two of Weibo Corporation's direct
wholly-owned
subsidiaries are Bad Assets. Explain this discrepancy and
provide any additional
information necessary to support your treatment of the various
subsidiaries as good
or bad assets.
Review the footnote to column L and provide any necessary
corrections or
clarifications.
Provide a more recent third-party valuation for column M
(Off-Balance Sheet IP
Assets) for Weibo Internet Technology (China) Co., Ltd.
You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology