Will H. Cai
+852 3758 1210
wcai@cooley.com
October 31, 2019
VIA EDGAR
Ms. Melissa Gilmore
Mr. Doug Jones
Mr. Michael Killoy
Mr. James Lopez
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re: | EHang Holdings Limited (CIK No. 0001759783) |
Response to the Staffs Comments on the Draft Registration
Statement on Form F-1 Confidentially Submitted on September 10, 2019
Dear Ms. Gilmore, Mr. Jones, Mr. Killoy and Mr. Lopez:
On behalf of our client, EHang Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the Company), we are filing herewith the Companys registration statement on Form F-1 (the Registration Statement) and certain exhibits via EDGAR with the Securities and Exchange Commission (the Commission).
Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth its responses to the comments contained in the letter from the staff of the Commission (the Staff) dated September 23, 2019 on the Companys revised draft registration statement on Form F-1 confidentially submitted on September 10, 2019 (the Revised Draft Registration Statement). The Staffs comments are repeated below in bold and are followed by the Companys responses. The Company has included page references to the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
To facilitate the Staffs review, the Company has separately delivered to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the Revised Draft Registration Statement, and two copies of the as-filed exhibits.
Cooley HK
Registered Foreign Law Firm in Hong Kong (USA)
In Association with CYL & Partners
Room 1601, Level 16 Two ChinaChem Central, 26 Des Voeux Road Central, Central, Hong Kong
t: + 852 3758 1200 f: + 852 3758 1201 cooley.com
U.S. Securities and Exchange Commission EHang Holdings Limited October 31, 2019 Page 2 |
The Company is, concurrently with the Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the Staffs non-public review, and plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show no earlier than 15 days after the date hereof. The Company would appreciate the Staffs prompt feedback to this filing.
Contracts with Our Customers and Partners, page 120
1. We note your response to comment 1 and reissue in part. Please disclose, as you state in your response, that you are unable to estimate the average length of time to obtain regulatory approvals, as well as the reason for such inability, and the statement that you are unaware of any operator obtaining the required approvals for commercial operations of passenger-grade AAVs in China or the US. Please similarly revise page 1 to provide context to the statement that you have delivered a unit of [y]our dual-seat EHang 216 to a customer .... [and] believe this was the worlds first delivery of a passenger-grade AAV.
In response to the Staffs comment, the Company has revised the disclosure on pages 1, 4, 17, 109, 119, 123 and 124 of the Registration Statement.
Principal and Selling Shareholders, page 155
2. We reissue comment 7 from our June 27, 2019 letter. Please state whether the major shareholders have different voting rights, or an appropriate negative statement. See Item 4(a) of Form F-1 and Item 7(a)(1)(c) of Form 20-F.
In response to the Staffs comment, the Company has revised the disclosure on page 163 of the Registration Statement.
Exhibit Index, page II-4
3. Please mark the exhibit index to indicate that portions of your exhibits have been omitted. See Item 601(b)(10)(iv) of Regulation S-K. Please also refile each redacted exhibit to include on the first page the legend required by Item 601(b)(10)(iv).
In response to the Staffs comment, the Company has revised the disclosure on page II-5 of the Registration Statement.
* * *
Cooley HK
Registered Foreign Law Firm in Hong Kong (USA)
In Association with CYL & Partners
Room 1601, Level 16 Two ChinaChem Central, 26 Des Voeux Road Central, Central, Hong Kong
t: + 852 3758 1200 f: + 852 3758 1201 cooley.com
Will H. Cai
+852 3758 1210
wcai@cooley.com
If you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at +852 3758 1210 or via e-mail at wcai@cooley.com.
Very truly yours, |
/s/ Will H. Cai |
Will H. Cai |
Enclosures
cc: | Huazhi Hu, Chairman and Chief Executive Officer, EHang Holdings Limited |
Richard Jian Liu, Chief Financial Officer, EHang Holdings Limited
Ben Yang, Partner, Ernst & Young Hua Ming LLP
Benjamin Su, Esq., Partner, Latham & Watkins LLP
Dominik Sklenar, Esq., Partner, Latham & Watkins LLP
Cooley HK
Registered Foreign Law Firm in Hong Kong (USA)
In Association with CYL & Partners
Room 1601, Level 16 Two ChinaChem Central, 26 Des Voeux Road Central, Central, Hong Kong
t: + 852 3758 1200 f: + 852 3758 1201 cooley.com