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United States securities and exchange commission logo
October 30, 2023
Edward Lu
Chief Financial Officer
Phoenix New Media Ltd
Sinolight Plaza, Floor 16
No. 4 Qiyang Road
Wangjing, Chaoyang District, Beijing, 100102
People s Republic of China
Re: Phoenix New Media
Ltd
Form 20-F for the
Year Ended December 31, 2022
Response dated
October 13, 2023
File No. 001-35158
Dear Edward Lu:
We have reviewed your October 13, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 29,
2023 letter.
Form 20-F for the Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-10
1. We note your response
to prior comment 2, including your representation that the
Company s management
and board of directors consulted with the Company s U.S.
counsel, and we reissue
in part. Please confirm whether you have received an opinion
issued by counsel
regarding your reliance on the exemption from the definition of
investment company
provided by Section 3(b)(1) under the Investment Company Act of
1940 (the Act ).
Edward Lu
FirstName LastNameEdward Lu
Phoenix New Media Ltd
Comapany
October 30,NamePhoenix
2023 New Media Ltd
October
Page 2 30, 2023 Page 2
FirstName LastName
2. Please (i) provide a detailed description of the material terms of the
instruments you refer
to as Demand deposits with term-based interest to incentivize
longer-term deposits,
together with your analysis regarding why, specifically, such terms
indicate that such a
product is a demand deposit (rather than a time deposit) that should
be treated as a cash
item; (ii) provide a description of the investment in money market
funds with daily
redemptions, including whether such funds are registered with the
Commission and
subject to Rule 2a-7 under the Act, and to the extent not, provide
your detailed legal
analysis supporting your proposed treatment of the money market funds
as cash items; and
(iii) provide your detailed legal analysis supporting your proposed
treatment of your
investments in bank products with monthly redemptions as cash
items.
3. Please describe the length of time you have held investment securities
in amounts
substantially greater than 40% of your non-cash assets, including how
this affected your
analysis of the Company s historical development under the
Tonopah test.
4. Please (i) provide the approximate percentage of your non-cash assets
that would be
composed of investment securities, if all of the items described in
comment 2 above
would be treated as investment securities, and (ii) explain whether,
if that were the case,
you would still be able to conclude that the Company is able to rely
on the exemption
from the definition of an investment company provided at section
3(b)(1).
5. We note that, as described in the Company s correspondence with the
staff, the Company
has concluded that approximately 73% of the Company s non-cash
assets are composed of
investment securities. Please revise the proposed risk disclosure to
(i) disclose the
approximate percentage of the Company s non-cash assets composed of
investment
securities as of the most recent fiscal quarter ended and (ii) more
fully describe the
consequences to the Company if it were deemed to be an unregistered
investment
company. Please ensure that the Company addresses, for example, the
risk that the
Company would be subject to penalties and that the Company could be
unable to enforce
certain contracts.
6. Please supplement the proposed risk factors entitled We intend to
conduct our business
activities to maintain compliance with the 1940 Act to describe
the Company s plans
with respect to moving out of its positions in investment securities,
as described on page
19 of the Company s letter to the staff dated September 8, 2023
within the paragraph
beginning Going forward, the Company represents
Edward Lu
FirstName LastNameEdward Lu
Phoenix New Media Ltd
Comapany
October 30,NamePhoenix
2023 New Media Ltd
October
Page 3 30, 2023 Page 3
FirstName LastName
Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Yi Gao