Simpson Thacher & Bartlett
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG
TELEPHONE: +852-2514-7600
FACSIMILE: +852-2869-7694
Direct Dial Number (852) 2514-7620 |
E-mail Address ygao@stblaw.com |
May 27, 2021
VIA EDGAR
Office of Technology
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Mr. Stephen Krikorian, Accounting Branch Chief |
Mr. Ryan Rohn, Senior Staff Accountant |
Ms. Jan Woo, Esq., Legal Branch Chief |
Mr. Matthew Crispino, Esq., Staff Attorney |
Re: | Full Truck Alliance Co. Ltd. |
Registration Statement on Form F-1 |
CIK No. 001838413 |
Ladies and Gentlemen:
On behalf of our client, Full Truck Alliance Co. Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the Company), we are filing herewith the Companys Registration Statement on Form F-1 (the Registration Statement) via EDGAR with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended.
For your easy reference, we are providing you by overnight delivery five (5) copies of this letter as well as the Registration Statement, which has been marked to show changes to the Companys draft Registration Statement confidentially submitted to the Commission on March 22, 2021 (the March 22 Submission).
DANIEL FERTIG ADAM C. FURBER YI GAO ADAM S. GOLDBERG MAKIKO HARUNARI IAN C. HO JONATHAN HWANG ANTHONY D. KING CELIA C.L. LAM JIN HYUK PARK KATHRYN KING SUDOL CHRISTOPHER K.S. WONG RESIDENT PARTNERS
SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:
NEW YORK BEIJING HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C.
Simpson Thacher & Bartlett
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May 27, 2021 |
The Company has responded to the comment contained in the comment letter dated May 24, 2021 from the Staff (the Staff) of the Commission (the May 24 Comment Letter) by revising the March 22 Submission. In addition, the Company has included in the Registration Statement its audited consolidated financial statements as of and for the year ended December 31, 2020, as well as certain other updated disclosures.
Set forth below are the Companys responses to the Staffs comment in the May 24 Comment Letter. The Staffs comment is retyped in bold italics below for your ease of reference. We have included page numbers to refer to the location in Registration Statement where the disclosure addressing a particular comment appears.
In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the filing of the Registration Statement, filing the draft registration statement and its amendments thereto that were previously submitted for the non-public review of the Staff of the Commission.
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Amendment No. 1 to Draft Registration Statement on Form F-1
Managements Discussion and Analysis of Financial Condition and Results of Operations Overview, page 94
1. | Please address the following items in your filing as it relates to the impact of VAT on your recognition of revenue: |
| Provide a separate risk factor disclosure that fully explains that the Company is reliant on the government subsidies provided by the local financial bureau for a profit, and, if true, these subsidies are not guaranteed in the future. |
In response to the Staffs comment, the Company has added a separate risk factor disclosure on pages 35 and 36 of the Registration Statement.
| Expand your Overview section beginning on page 94 to fully explain in greater detail your business model, specifically as it relates to your Freight brokerage offering that results in a VAT rebate from the local financial bureau. Your disclosure should incorporate the information provided in your prior supplemental responses. |
In response to the Staffs comment, the Company has revised disclosure on page 104 of the Registration Statement.
| In your Liquidity and Capital Resources beginning on page 110, please discuss the timing differences between when the VAT taxes are paid and when the local financial bureau provides the rebate. Further clarify if there is any uncertainty of collection. |
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Simpson Thacher & Bartlett | ||
May 27, 2021 |
In response to the Staffs comment, the Company has revised disclosure on page 120 of the Registration Statement.
| Expand your revenue recognition policy to clarify your accounting for the VAT rebate. |
In response to the Staffs comment, the Company has revised disclosure of revenue recognition policy on pages 126 and F-23, and VAT rebate in cost of revenues policy on pages 128, F-27 and F-28 of the Registration Statement.
| On the face of your statement of operations on page F-6, disclose the amount of VAT tax that is included in revenue. Refer to Rule 5-03.1(a) of Regulation S-X. Similarly, update your table on page 99 for this presentation. |
In response to the Staffs comment, the Company has revised disclosure on pages 19, 97, 113 and F-6 of the Registration Statement.
| Provide footnote disclosure that explains your accounting policy as it relates to the VAT tax. This disclosure should explain how you determined you are responsible for the gross amount of VAT tax on the respective transaction. Please consider providing a table that shows the gross amount of VAT tax and the refund amount requested from the local financial bureaus for each period presented. |
In response to the Staffs comment, the Company has revised disclosure on pages F-23, F-27 and F-28 of the Registration Statement.
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Simpson Thacher & Bartlett
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May 27, 2021 |
If you have any question regarding the Registration Statement, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email) or Kai Fan at +852-2514-7515 (work), +852-6139-9879 (mobile) or kfan@stblaw.com (email).
Very truly yours, |
/s/ Yi Gao |
Yi Gao |
cc: | Full Truck Alliance Co. Ltd. |
Hui Zhang, Chairman and Chief Executive Officer
Simpson Thacher & Bartlett LLP |
Kai Fan
Davis Polk & Wardwell LLP |
Li He
James C. Lin
Deloitte Touche Tohmatsu Certified Public Accountants LLP |
Feng Hui
Julie Zhu
Kevin Bu
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