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August 19, 2019
Nangeng Zhang
Chairman and Chief Executive Officer
Canaan Inc.
30/F, Dicara Silver Tower
29 Jiefang East Road
Jianggan District, Hangzhou 310016
Peoples Republic of China
Re: Canaan Inc.
Draft Registration Statement on Form F-1
Submitted July 23, 2019
CIK No. 001780652
Dear Mr. Zhang:
We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted July 23, 2019
Prospectus Summary, page 1
1. Please briefly explain the terms "Risc-V architecture" and
"neural-network accelerator" on
page 1 and "PCB" on page 22.
2. We note your disclosure that the prospectus contains information from a
report
commissioned by you and prepared by Frost & Sullivan. Please provide us
with a
copy for our review. Also, please clearly mark the specific language in
the report that
supports the information in the prospectus.
Nangeng Zhang
FirstName LastNameNangeng Zhang
Canaan Inc.
Comapany NameCanaan Inc.
August 19, 2019
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3. Please briefly describe the trends related to Bitcoin price drop,
market demand of your
machines and retail prices of those machines that began in 2018, as
mentioned on page 70
and the impact on your business. Also disclose whether those trends
have continued to
date.
Our Challenges, page 2
4. Please expand the disclosure in this section to highlight the risk
mentioned on page 16
about the classification of cryptocurrency mining as an eliminated
industry.
Implications of Being an Emerging Growth Company, page 4
5. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Rights to pursue claims against the depositary . . ., page 45
6. The heading of this risk factor indicates that the limitations of
claims relates only to the
depositary, contrary to your disclosures on pages 138 and 147-48.
Please revise or
advise. Please also revise to clarify whether the exclusive forum
described on page 138
and arbitration provisions described on pages 147-48 include claims
under the Securities
Act and Exchange Act. In this regard, it is unclear what you mean by
"certain exceptions"
related to such laws. Further, please revise to clarify whether these
provisions of the
deposit agreement would apply following withdrawal of deposited
securities.
Enforcement of Civil Liabilities, page 54
7. We note your disclosure on page 36 and in this section that you have
been advised by your
counsel with respect to Peoples Republic of China law matters and your
disclosure in this
section that you have been advised by your counsel with respect to
Cayman Islands law
matters. Please confirm that the consents you intend to file will
include each counsel's
consent to these references.
Revenue Recognition, page 66
8. Please refer to the guidance in ASC 606-10-32-5 to 32-12 and revise
this section to
address the following:
Clearly describe the implicit price concessions you provide on
your credit sales,
including the circumstances under which these are provided and how
you usually
determine the concession (e.g., a percentage sales price, number
of payments, etc.).
Clearly explain how you estimate the amount of the implicit price
concessions when
determining variable consideration from these contracts and
identify for investors the
Nangeng Zhang
FirstName LastNameNangeng Zhang
Canaan Inc.
Comapany NameCanaan Inc.
August 19, 2019
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inputs and underlying assumptions used in that estimate. For
example, explain how the
bitcoin price is used in arriving at that estimate and explain why
changes in the bitcoin
price will greatly affect the implicit price concessions you
provide, as you state in the
second paragraph.
Lastly, in light of your reference to having limited historical
data to better determine
an estimate, revise the section to discuss the factors you
considered supportive of your
conclusion that the variable consideration recognized as revenue
from these credit
sales contracts was not constrained.
9. Explain to us how you distinguish between price concessions (i.e.,
reductions of revenue)
and customer credit risk relating to collectability (i.e., bad debt
expense) that may be
known at contract inception when accounting for your credit sales
contracts. Cite the
accounting guidance on which you base your conclusions.
Share-based Compensation, page 67
10. Please disclose how you determined the estimated fair value of the
common stock
underlying your equity issuances. Provide us the estimated offering
price or range when it
is available and explain to us the reasons for significant differences
between recent
valuations of your common stock and the estimated offering price.
11. Please revise to disclose the methodology used and the significant
assumptions considered
in determining the fair value of share-based compensation awards.
Also, disclose the
critical estimates and judgments required in accounting for the
restricted share units and
restricted ordinary shares discussed in Note 12 to your financial
statements.
Cost of revenues, page 69
12. Refer to to carryover paragraph at the top of page 70. Please expand
to discuss whether
the trends related to Bitcoin price drop, market demand of your
machines and retail prices
of those machines that began in 2018 have continued. Describe any
material impact to
your results of operation and financial condition.
Liquidity and Capital Resources, page 77
13. Please revise to clarify the source of funds used to repay the loan in
March 2019.
14. Please clarify why you anticipate cash flows from operating activities
to be a source of
cash considering your cash flow statement for the year ended December
31, 2018.
Commitments, page 79
15. Please revise the table in this section to set forth your commitments
in the tabular format
set forth in Item 5.F.1 of Form 20-F. Also, if the information in the
table is as of
December 31, 2018, please clarify why the table does not include the
short-term loan
referenced on your balance sheet. If, however, your disclosure
includes material changes
Nangeng Zhang
FirstName LastNameNangeng Zhang
Canaan Inc.
Comapany NameCanaan Inc.
August 19, 2019
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that occurred after December 31, 2018, such as the loan repayment
referenced on page 77,
please revise to describe those changes. See Instruction 1 to Item 5.F
of Form 20-F.
Competitive Landscape of the ASIC-based Bitcoin Mining Machine Industry, page
89
16. Please revise the disclosure in the table on page 89 to identify
Company A and Company
C.
17. Please expand the sentence following the table to clarify, if true,
that you paid Frost
& Sullivan to produce the report that generated the results you cite.
Also, given the
benefits of your product relative to your competitors, as disclosed
here, clarify why your
market share is approximately one-third of that of "Company A."
We were the first in the industry, page 95
18. Please expand the disclosure in the last paragraph on page 95 to
identify the technology
company.
Intellectual Property, page 106
19. We note your reference to licensing agreements in the penultimate
paragraph of this
section. Please disclose the scope and term of the material licenses,
and provide us your
analysis of whether the agreements must be filed as exhibits to this
registration statement.
Please also disclose the duration and scope of patents that are
material to your business.
Properties, page 108
20. Please clarify whether you own or lease your properties. If you do not
own, please
disclose when your material leases expire and file as exhibits the
material lease
agreements.
PRC Policies and Regulations relating to the Bitcoin Industry, page 110
21. Please revise to clarify how the policies and regulations you list in
this section impact
your business.
Management, page 119
22. Please revise to clarify the "business and corporate management"
experience of Messrs.
Kong and Sun.
Principal Shareholders, page 125
23. Please disclose the natural person or persons who have voting and/or
investment power or
the right to receive the economic benefit of the shares held by the
entities in the table on
page 125. Also clarify the reason for the different number of shares
held by SuperchipAi
disclosed in notes 1, 2 and 5.
Nangeng Zhang
FirstName LastNameNangeng Zhang
Canaan Inc.
Comapany NameCanaan Inc.
August 19, 2019
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24. Please revise to include Shaoke Li in this table.
Certain United States Federal Income Tax Considerations, page 151
25. Please delete the term "Certain" from the title of this section and
also delete the term from
the first sentence in this section.
Taxation, page 151
26. We note that you intend to file the opinion of Simpson Thacher &
Bartlett LLP
regarding United States tax matters, the opinion of Maples and Calder
(Hong
Kong) LLP regarding Cayman Islands tax matters and the opinion of
Commerce
& Finance Law Offices regarding PRC tax matters as Exhibits 8.1, 8.2
and 8.3,
respectively. To the extent that you use short-form tax opinions,
please revise the
disclosure to clearly identify each material tax consequence being
opined upon and
identify the tax counsels. For guidance, refer to Section III of Staff
Legal Bulletin No. 19.
27. Please refer to the first paragraph on page 151. Please revise the
first sentence to clarify
that the tax summary discusses the material Cayman Islands, Peoples
Republic of China
and U.S. federal income tax consequences. In this regard, please
delete the terms
"general" and "certain" in the first sentence on page 151.
Lock-Up Agreement[s], page 158
28. Please file the lock-up agreements as exhibits to the registration
statement. Refer to Item
601(b)(10).
Consolidated Financial Statements
Note 1. Organization and principal activities
(b) Reorganization, page F-10
29. We note your disclosure in subparagraph (4) of the March 21, 2018
transactions and the
related deemed distribution to shareholders. Please revise to disclose
how you determined
the amount of the distribution recorded to retained earnings and
additional paid-in capital.
Note 12. Share-Based Compensation, page F-24
30. Please revise your disclosure on page F-25 relating to the 2016 Plan
share award
replacement agreement to disclose how you determined the fair value of
the ordinary
shares on the date of imposition of the restriction.
Note 16. Unaudited Pro forma Balance Sheet and Earnings Per Share, page F-32
31. Please explain to us the purpose of the pro forma information included
on the consolidated
balance sheets and in this note, and which condition(s) outlined in
Rule 11-01 of
Regulation S-X exist to require the inclusion of the pro forma
information. We note that
Nangeng Zhang
Canaan Inc.
August 19, 2019
Page 6
the pro forma amounts in the consolidated balance sheet are the same as
the historical
amounts.
Signatures, page II-5
32. Please revise the first paragraph to be consistent with the language
required by Form F-1.
Exhibits
33. Please update your exhibit index to include employment contracts
required by Item
601(b)(10) of Regulation S-K, as contemplated by Item 8 of Form F-1,
rather than a "form
of" employment agreement. In the alternative, please tell us if these
agreements are not
required to be publicly filed in your home country, are not otherwise
publicly disclosed,
and therefore are not filed based on Item 601(b)(10)(iii)(C)(5) of
Regulation S-K.
You may contact Kristin Lochhead at 202-551-3664 or Brian Cascio,
Accounting Branch
Chief, at 202-551-3676 if you have questions regarding comments on the
financial statements
and related matters. Please contact Thomas Jones at 202-551-3602 or Geoffrey
Kruczek, Special
Counsel, at 202-551-3641 with any other questions.
Sincerely,
FirstName LastNameNangeng Zhang
Division of
Corporation Finance
Comapany NameCanaan Inc.
Office of
Electronics and Machinery
August 19, 2019 Page 6
cc: Chris K.H. Lin, Esquire
FirstName LastName