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July 24, 2024
Tony Xu Han
Chief Executive Officer
WeRide Inc.
21st Floor, Tower A, Guanzhou Life Science Innovation Center
No. 51, Luoxuan Road, Guangzhou International Biotech Island
Guangzhou 510005
People s Republic of China
Re: WeRide Inc.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted July 9, 2024
CIK No. 0001867729
Dear Tony Xu Han:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our June 26, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Continued investment in technology, page 97
1. We note your response to prior comment 2 and your new disclosure on
pages 97 and 98
that states, "Currently, WeRide One is at running stage as the
foundation model and
technological backbone of our operating fleet." Please clarify whether
technical feasibility
has been achieved and whether you have the ability to use or sell WeRide
One.
Results of Operations, page 104
2. We note your response to prior comment 5 and your new disclosure on page
105.
However, your new disclosure does not discuss the challenging
macroeconomic
environment in the jurisdictions where you have sales. Specifically,
what were the
July 24, 2024
Page 2
underlying macroeconomic issues in 2023 and why did they improve in
2024. Disclose
how you know the budgets of your potential business partners and why
their budgets for
your products shifted from 2023 to 2024.
Consolidated Financial Statements
Consolidated Statements of Profit or Loss, page F-3
3. We note your response to comment 13 in our letter dated May 15, 2023.
Based on the
information provided in your response, we note that interest income and
the majority of
net foreign exchange gains (losses) resulted from capital raising
activities. It is not clear
that net foreign exchange gains (losses) and interest income are similar
in nature and
function to your operations that generate your primary sources of
revenue. As such,
certain components that you have included to arrive at Operating Loss
as presented in
your Consolidated Statement of Profit or Loss do not appear to be
representative of
activities that would normally be regarded as operating. Please
revise accordingly.
Notes to the Consolidated Financial Statements
1 General information and basis of presentation
Inventories, page F-24
4. We refer to disclosure on page 113 which states increase in inventories
was driven by
increased stocking for foreseeable purchase orders and materials for
research and
development activities. Please explain why materials for research and
development
activities are included in inventories.
36 Subsequent events, page F-78
5. We note you issued Series D Preferred Shares on June 27, 2024 and new
options were
issued in June 2024. Please update your subsequent event footnote for
material
transactions that occurred post balance sheet date.
General
6. Please include a risk factor relating to the risk that the Company may
be considered an
investment company under the Investment Company Act of 1940, as
amended (the
Act ). Please provide a draft copy of such risk factor with your
response.
7. Your responses to prior comments 10 and 11 are based on financial
information through
December 31, 2023. Please update your responses to provide financial
information as of
the end of the last preceding fiscal quarter. (See, e.g., Section
2(a)(41)(A) of the Act).
8. Your responses to prior comments 13, 14, and 15 are based on financial
information
through December 31, 2023. As required by Rule 3a-8, please update your
responses to
provide financial information for the last four fiscal quarters.
9. Prior comment 13 requested that the Company identify with specificity
the Company s
relevant research and development expenses for the last four fiscal
quarters and provide a
legal analysis of why, in the Company s view, each such expense should
be considered a
research and development expense under Rule 3a-8(b)(9). The Company s
response was
conclusory and lacked sufficient factual and legal detail for the Staff
to assess whether the
expenses identified are research and development costs as defined in
FASB ASC Topic
730, Research and Development. Accordingly, we are reissuing the
comment.
July 24, 2024
Page 3
10. Prior comment 14 requested, in connection with the Company s analysis
under Rule 3a-
8(a)(2), that the Company provide an income statement for the last four
fiscal quarters
identifying the Company s net income derived from investments in
securities as a
proportion of the Company s research and development expenses. In
connection with
providing the updated financial information requested in question 3
above, please confirm
that time deposits are included in the Company s calculation of
investments in
securities and identify the category or line item on updated Appendix
D in which the
time deposits (and other income from investments from securities )
are included.
Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology