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United States securities and exchange commission logo
June 23, 2021
Haijun Wang
Chairman and Chief Executive Officer
Atour Lifestyle Holdings Limited
18th floor, Wuzhong Building
618 Wuzhong Road, Minhang District
Shanghai, People's Republic of China
Re: Atour Lifestyle
Holdings Limited
Registration
Statement on Form F-1
Filed June 8, 2021
File No. 333-256881
Dear Mr. Wang:
We have reviewed your registration statement 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.
Registration Statement on Form F-1
General
1. We note that Exhibit
3.2, the eighth amended and restated memorandum of association,
includes an exclusive
federal forum provision for claims arising under the Securities Act.
Please disclose this
provision in the filing, including under risk factors, to state that there
is uncertainty as to
whether a court would enforce such provision and that investors
cannot waive compliance
with the federal securities laws and the rules and regulations
thereunder.
Haijun Wang
FirstName LastNameHaijun Wang
Atour Lifestyle Holdings Limited
Comapany
June NameAtour Lifestyle Holdings Limited
23, 2021
June 23,
Page 2 2021 Page 2
FirstName LastName
Corporate History and Structure, page 80
2. We note your response to our prior comment 1. Please address the
following with respect
to your response:
It appears that the specific entities that held ownership
interests in Atour Shanghai
prior to the restructuring are not the same entities that held
ownership interests after
the restructuring. Further, it does not appear that the
percentage ownership interests
held by each entity prior to the restructuring are exactly the
same as the ownership
interests after the restructuring. Please explain to us how these
facts are consistent
with your decision to account for the restructuring as a
recapitalization.
We note that Founder SPV acquired 73,680,917 class B shares as
part of the
restructuring. We further note that each class B shareholder is
entitled to ten votes
per Class B share. Please tell us whether Founder SPV had similar
voting rights prior
to the restructuring. In your response, tell us the percentage of
voting rights held by
the Founder SPV affiliates prior to the restructuring, the
percentage of voting rights
held by Founder SPV after the restructuring and explain to us
whether a change in
control occurred as a result of the restructuring. If you
determined that a change in
control occurred, explain to us how you concluded it was
appropriate to account for
the transaction as a recapitalization as opposed to a business
combination.
Assuming the restructuring has been appropriately accounted for
as a recapitalization,
we remain unclear why the financial statements of Atour Lifestyle
Holdings Limited
have not been retroactively revised to account for the change in
equity structure.
Please tell us why you have not retroactively adjusted the
financial statements to give
effect to the restructuring consistent with the guidance in ASC
805-40-45-2d.
Critical Accounting Policies and Estimates
Fair Value of Our Ordinary Shares, page 101
3. We note the significant increase in the estimated fair value per Atour
Shanghai ordinary
share from RMB11.93 at December 31, 2020 to RMB20.96 at March 31,
2021. Please
address the following:
Describe for us the significant factors contributing to this
increase including any
intervening events or changes in assumptions, as well as any
changes in weighting or
selection of valuation methodologies used.
For each option grant during the first quarter 2021, tell us
the fair value of your stock
on the date the options were granted.
To the extent you anticipate a material difference between the
RMB20.96 estimated
fair value per Atour Shanghai ordinary share at March 31, 2021
and Atour Lifestyle
IPO price per Class A ordinary share, please reconcile this
difference in terms of
significant factors emerging after March 31, 2021, which would
include intervening
events, changes in assumptions, and changes in weighting or
valuation methodologies
used.
Haijun Wang
FirstName LastNameHaijun Wang
Atour Lifestyle Holdings Limited
Comapany
June NameAtour Lifestyle Holdings Limited
23, 2021
June 23,
Page 3 2021 Page 3
FirstName LastName
Exhibits
4. We note your response to comment 12 in our May 5, 2021 letter and the
PRC opinion
filed as Exhibit 99.2.
We note the qualification in paragraph 2(A), and elsewhere in
the opinion, to except
as disclosed in the registration statement [and/or] prospectus.
Please replace this
phrase with substantive disclosure and make clear the exceptions
being referenced.
Additionally, we note that the registration statement and
prospectus reference the
opinion as provided by PRC counsel to the company. Therefore, to
the extent
practicable, please ensure that the opinion is complete and does
not include
qualifications not attributable to counsel where the company has
depended upon or
referenced counsel s opinion.
Please revise the opinion to reconcile and make clear the
following:
o The reference to certain licenses not having been registered
in the risk factor
[f]ailure to comply with lease registration under PRC law
may subject both
parties to such leases. ;
o The extent that the equity interests referenced in the
registration statement are
required to be registered to be enforceable and have been
registered, as
necessary; and
We note the reference in paragraph 2(C) to the company not
having foreign
investment restrictions that also contains the aforementioned
qualification related to
disclosure in the registration statement and prospectus. Please
delete this
qualification and make clear whether the basis of the opinion is
that the company s
PRC businesses solely operate as limited service hotel
businesses.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Haijun Wang
Atour Lifestyle Holdings Limited
June 23, 2021
Page 4
You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at
202-551-3713 with any
other questions.
Sincerely,
FirstName LastNameHaijun Wang
Division of
Corporation Finance
Comapany NameAtour Lifestyle Holdings Limited
Office of Real Estate
& Construction
June 23, 2021 Page 4
cc: Li He
FirstName LastName