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United States securities and exchange commission logo
June 4, 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
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted May 13,
2021
CIK No. 0001853717
Dear Mr. Wang:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Corporate History and Structure, page 80
1. Please address the
following with respect to your response to prior comment 2:
Provide us with,
and disclose, a more detailed discussion of the steps taken to effect
your
reorganization. Your response and disclosure should include a detailed
discussion of each
step taken, the names of each party involved in each specific step,
the relationship
between the parties in each step, the number and value of each
specific security
transferred and the date each step took place or is expected to take
place.
Haijun Wang
FirstName LastNameHaijun Wang
Atour Lifestyle Holdings Limited
Comapany
June 4, 2021NameAtour Lifestyle Holdings Limited
June 4,
Page 2 2021 Page 2
FirstName LastName
Provide us with a detailed analysis explaining how you
determined the reorganization
transaction should be accounted for as a reverse merger with
Atour Shanghai as the
accounting acquirer with references to all relevant accounting
literature.
In your response you state that the capital structure reflected
in the financial
statements of Atour Lifestyle Holdings Limited represents the
capital structure of
Atour Shanghai prior to the reorganization. Please tell us how
your presentation is
consistent with ASC Topic 805-40-45-1.
2. To the extent you conclude that your restructuring should not be
retroactively reflected in
the audited financial statements of Atour Lifestyle Holdings Limited,
please address the
following:
Tell us how you concluded it was appropriate to label the audited
December
31 financial statements included in your filing as those of Atour
Lifestyle Holdings
Limited as they appear to be the financial statements of Atour
Shanghai prior to the
restructuring.
Tell us how you determined you were not required to also provide
separate audited
financial statements of Atour Lifestyle Holdings Limited prior to
the restructuring.
Explain to us how you concluded it was not necessary to provide a
full pro forma
balance sheet in accordance with Article 11 of Regulation S-X
including footnotes
explaining each adjustment made to the historical balance sheet
to arrive at the pro
forma amounts.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 84
3. We note in your response to prior comment 4 your statement that you
have provided a
balanced disclosure of the quantitative impact of the COVID-19
outbreak in China on
pages 22, 23, and 83, taking into account the loss of guests and
revenues applicable to
hotels subject to governmental requisition. It appears that the
metrics disclosed on these
pages are consistent with those disclosed on page 85, which exclude
the impact of
requisitioned hotels. We continue to believe your disclosure should
also include metrics
for your entire system, including the impact of requisitioned hotels.
Please revise to
separately disclose occupancy, ADR, and RevPAR measures inclusive of
requisitioned
hotels everywhere you have disclosed the metrics exclusive of the
requisitioned hotels.
Critical Accounting Policies and Estimates
Customer Loyalty Program, page 94
4. We have considered your response to prior comment 5. Please revise
your disclosure to
include your estimate of breakage for all periods along with a
sensitivity analysis
illustrating the impact of the breakage estimate on revenues.
Haijun Wang
Atour Lifestyle Holdings Limited
June 4, 2021
Page 3
Related Party Transactions, page 178
5. We note your response to prior comment 8. Please file the collaboration
agreement as an
exhibit or advise. See Item 8 of Form F-1.
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 4, 2021 Page 3
cc: Li He
FirstName LastName