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United States securities and exchange commission logo
April 28, 2022
Lin Wei
Chief Financial Officer
36Kr Holdings Inc.
5-6/F, Tower A1, Junhao Central Park Plaza
No. 10 South Chaoyang Park Avenue
Chaoyang District, Beijing, People s Republic of China, 100026
Re: 36Kr Holdings Inc.
Form 20-F for
Fiscal Year Ended December 31, 2020
Response Dated
April 13, 2022
File No. 001-39117
Dear Ms. Wei:
We have reviewed your April 13, 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
March 31, 2022 letter.
Annual Report on Form 20-F for Fiscal Year Ended December 31, 2020
Introduction, page ii
1. Please revise the
definitions of China and PRC to include Hong Kong and Macau.
2. We note here you have
defined 36Kr, we, us, the our company and our to
include 36Kr Holdings
Inc., its subsidiaries and its VIE. Please revise this definition to
avoid using the same
terms to refer to the holding company in which investors hold an
interest and the
subsidiaries and VIEs that are conducting operations. Please use different
terms for these
entities.
Lin Wei
FirstName LastNameLin Wei
36Kr Holdings Inc.
Comapany
April Name36Kr Holdings Inc.
28, 2022
April 228, 2022 Page 2
Page
FirstName LastName
Item 3, Key Information, page 3
3. We note your response to comment 1 and your revised disclosure that
you will be
considered the primary beneficiary of the VIEs, which serves the
purpose of consolidating
the VIEs operating results in your financial statements under the
U.S. GAAP. However,
we also note references to "our VIE" throughout your document. Please
refrain from
using terms such as we or our when describing activities
or functions of a VIE so that
it is clear to investors which entity the disclosure is referencing
and which subsidiaries or
entities are conducting the business operations.
4. We note your response to comment 3. Your response addresses
consequences to you or
the VIE if "found to be in violation of any existing or future PRC
laws or regulations, or
fail to obtain or maintain any of the required permits, approvals or
filings..." Please revise
your disclosure to encompass your subsidiaries as well. Additionally,
please disclose any
consequences to you and your investors if you, your subsidiaries, or
the VIEs
inadvertently conclude that certain permissions or approvals are not
required; or
if applicable laws, regulations, or interpretations change and you are
required to obtain
such permissions or approvals in the future. Finally, please refrain
here from qualifying
your disclosure by materiality and revise your proposed disclosure
accordingly.
5. We note your disclosure that you may be required and plan to obtain
certain licenses and
approvals in order to comply with the relevant laws and regulations.
Please disclose an
estimated time in which you expect to apply or obtain these
permissions and approvals. In
this regard, we note your disclosure on page 12 regarding your "Lack
of Internet news
information license...;" on page 13 regarding your "Lack of Internet
audio-visual program
transmission license...;" and on page 14 regarding your "Lack of
Internet publishing
license...".
3.D. Risk Factors, page 5
6. We note your response to comment 5. Please disclose whether you
believe you are
compliant with the regulations or policies that have been issued by
the CAC to date.
Please contact Jennie Beysolow at 202-551-8108 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Li He, Esq.