United States securities and exchange commission logo
January 25, 2021
Jun Zhu
Chairman and Chief Executive Officer
The9 LTD
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People s Republic of China
Re: The9 LTD
Post-Effective
Amendment No. 1 to Registration Statement on Form F-1
Filed January 4,
2021
File No. 333-240331
Dear Mr. Zhu:
We have reviewed your post-effective amendment 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 amending your registration
statement and providing the
requested information. 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
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Post-effective Amendment No. 1 to Registration Statement on Form F-1
General
1. We note your disclosure
in your explanatory note that "[t]he Registration Statement
originally covered the
offering of an aggregate of 2,350,000 American depositary shares,
or the ADSs, each as of
the date of this prospectus representing thirty (30) Class A
ordinary shares, and
warrants to purchase 2,350,000 ADSs." However, your initial F-1
registration statement,
effective September 29, 2020, covered 12,422,360 American
Depositary Shares
representing 37,267,080 Class A ordinary shares, and your prospectus
supplement filed
October covered 23,500,000 American Depositary Shares representing
70,500,000 Class A
Ordinary Shares. Please amend your filing to reconcile these
disclosures, or tell us
why there appears to be a discrepancy in the disclosure about the
Jun Zhu
The9 LTD
January 25, 2021
Page 2
number of shares registered in your initial offering.
2. You disclose in your explanatory note that "[n]o additional securities
are being registered
under this Post-effective Amendment." However, your initial
registration statement and
subsequent prospectus supplement registered ADSs representing only
70,500,000 Class A
ordinary shares, and your post-effective amendment appears to be
registering up to
2,820,000 American Depositary Shares representing up to 84,600,000
Class A ordinary
shares issuable upon exercise of outstanding warrants and
representative s warrants.
Therefore, it appears that you are attempting to register additional
Class A ordinary shares
under this post-effective amendment, and it does not appear that you
are eligible to
register these additional securities pursuant to Rule 413 of the
Securities Act. Therefore,
please file a separate registration statement relating to the
additional securities, or provide
us with your legal analysis as to why you are permitted to register
these shares on a post-
effective amendment. Alternatively, please provide us with further
detail supporting your
statement that no additional securities are being registered pursuant
to this post-effective
amendment.
3. You disclose that the exercise price of your warrants has changed to
reflect the
adjustments to the warrants as the result of the change in
ADS-to-Class A ordinary shares
ratio. This change in ratio appears to have occurred on October 19,
2020, as is disclosed
in your prospectus supplement filed October 20, 2020. Please provide
us with your legal
analysis as to why the change in the terms of the warrants was not a
material change
requiring you to file a post-effective amendment, rather than a
prospectus supplement, as
of or promptly after the change in terms was effective. Please also
tell us whether you
made any sales pursuant to your initial F-1 registration statement
after you adjusted your
ADS-to-Class A share ratio, but before you disclosed the change in the
terms of your
warrants to investors.
4. Please amend your disclosure to clarify which offering you are
referring to as the "follow-
on offering." In this regard, we note your disclosure that "[t]he
Warrants and the
Representative s Warrants were issued in connection with a
registered follow-on offering
contemplated by the Registration Statement." Your F-1 registration
statement
effective September 29, 2020 appears to register Warrants and
Representative Warrants,
but does not appear to be a follow-on offering.
5. We note your disclosure throughout the filing that, on January 3, 2020,
you entered into a
legally-binding cooperation and investment term sheet with several
investors in the
cryptocurrencies mining industry. You also disclose in your risk factors
that you cannot
FirstName LastNameJun Zhu
assure investors that you will successfully identify or transition your
business focus. With
Comapany NameThe9
a view LTD how you expect your business focus to transition,
please disclose
to understanding
Januaryan25,
estimated date2 by which you expect to begin cryptocurrency mining
activities.
2021 Page
FirstName LastName
Jun Zhu
FirstName
The9 LTD LastNameJun Zhu
Comapany
January 25,NameThe9
2021 LTD
January
Page 3 25, 2021 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Haiping Li., Esp.