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United States securities and exchange commission logo
August 23, 2023
Chengfang Lu
Acting Chief Financial Officer
Lizhi Inc.
No. 309 Middle Huangpu Avenue
Tianhe District, Guangzhou 510655
The People s Republic of China
Re: Lizhi Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 28,
2023
File No. 001-39177
Dear Chengfang Lu:
We have reviewed your August 4, 2023 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 July 21,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
General
1. Please update your
analysis of the company s status under the Investment Company Act
of 1940 (the
Investment Company Act ), including all figures and calculations, as of the
end of the company s
last preceding fiscal quarter. In your updated analysis:
Specifically
identify how the company invested the proceeds of the matured Bank
Structured Product
and redeemed non-US money market fund. In this regard, we
note your
representation that the company intends to deposit the cash redemption
amount in a bank
demand deposit account or other short-term instruments . Also
describe whether
short-term instruments includes securities as that term is
defined in section
2(a)(36) of the Investment Company Act.
Chengfang Lu
FirstName
Lizhi Inc. LastNameChengfang Lu
Comapany
August 23, NameLizhi
2023 Inc.
August
Page 2 23, 2023 Page 2
FirstName LastName
Specifically identify the values assigned to each of the assets
analyzed under the
asset test, including the contractual rights to receive
substantially all of the
economic benefits of the VIEs.
2. We note your response to prior comment 1 that the extent the
shareholder of the VIEs
can exert control of the Company s management and operation of the
VIEs through these
shareholders voting power over the Company is very limited and
your discussion of the
director and officer roles that VIE shareholders have at the company.
Please clarify
whether such VIE shareholders may control the company through their
ownership of
Class A or Class B shares of the company.
3. With respect to your analysis as of the company s status under the
Investment Company
Act as of the end of prior fiscal quarters:
Based on the information you have provided to date, we are unable
to agree with your
position that you could treat shares of a non-US money market fund
as cash items for
purposes of your compliance with Rule 3a-1 under the Investment
Company Act. In
this regard, we note that the company s non-US money market fund
was apparently
not registered with the Commission and subject to Rule 2a-7.
In addition, based on the information you have provided to
date, we are also unable to
agree with your position that you could treat the Bank Structured
Deposit as a cash
item for purposes of your compliance with Rule 3a-1. In this
regard, we note that
you have not provided a detailed description of the material
terms of the Bank
Structured Deposit, together with your analysis regarding why,
specifically, such
terms would have indicated that the Bank Structured Product was a
bank instrument
that should be treated as a cash item.
Please clarify whether you believe the company satisfied the
income test under
Rule 3a-1. In this regard, we note that you appear to have
concluded that you had net
income of RMB3,701,000 and income of RMB 3,712,000 from
investment securities,
which appears to indicate that the company did not meet the
conditions of Rule 3a-1.
To the extent that you believe that the company did not meet the
income test under
Rule 3a-1, but instead offer your analysis of the company s
income with respect to its
reliance on the exception from the definition of an investment
company under section
3(b)(1), please so clarify.
Please clarify whether you treated the company s non-US
money-market fund as an
investment security under the asset test under Rule 3a-1.
In this regard, we note
that you appear to have assumed that income from the non-US money
market fund is
income from investment securities for purposes of the income
test, but have not
specifically identified the non-US money market fund as an
investment security for
purposes of the asset test. Compare footnote 3 and the
discussion of (ii) short-
term investments in your July 7, 2023 letter with footnote 4.
and accompanying text
in your July 7, 2023 letter.
Chengfang Lu
Lizhi Inc.
August 23, 2023
Page 3
4. Please propose risk factor language that clearly discloses (i) the bases
on which you claim
to be exempt from registration and regulation under the Investment
Company Act and (ii)
the consequences if you are deemed to be an investment company under the
Investment
Company Act, as well as the risks associated with the operation of an
unregistered
investment company. To the extent you have relied on the exception from
the definition
of an investment company at section 3(b)(1) of the Investment Company
Act, please
specifically address this in your risk disclosure.
You may contact Chen Chen, Staff Accountant, at 202-551-7351 or
Christine Dietz,
Senior Staff Accountant, at 202-551-3408 with any questions.
Sincerely,
FirstName LastNameChengfang Lu
Division of
Corporation Finance
Comapany NameLizhi Inc.
Office of Technology
August 23, 2023 Page 3
cc: Li He
FirstName LastName