United States securities and exchange commission logo
December 12, 2023
Charles Zhang
Chief Executive Officer
Sohu.com Ltd
Level 18, Sohu.com Media Plaza
Block 3, No. 2 Kexueyuan South Road, Haidian District
Beijing 100190
People s Republic of China
Re: Sohu.com Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed March 30,
2023
File No. 001-38511
Dear Charles Zhang:
We have reviewed your August 30, 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 August 1,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Risks Related to Our Ordinary Shares and ADSs, page 41
1. We note your response
to our prior Comment 1, which requested an analysis of the status
of the Company and
relevant subsidiaries under the Investment Company Act of 1940 (the
1940 Act ), and in
particular your contention that the exclusion provided by Section
3(b)(1) of the 1940 Act
is available to the Company. Please specify the percentage of the
Company s income for
the past four fiscal quarters that in aggregate is attributable to
investment securities
held directly by the Company or by the VIEs. Please also provide for
each individual VIE:
(1) a description of the business conducted by such VIE; and (2) an
analysis of the status
of each such VIE under the 1940 Act on a standalone basis
(including detailed
information regarding the investment securities held by each such VIE
Charles Zhang
Sohu.com Ltd
December 12, 2023
Page 2
and the sources of income of such VIE (including relevant percentages)).
Governmental Regulations and Legal Uncertainties, page 71
2. In future Form 20-F filings, please include the information that you
provide in your
response to prior comment two.
Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameCharles Zhang
Division of
Corporation Finance
Comapany NameSohu.com Ltd
Office of Technology
December 12, 2023 Page 2
cc: Tim Bancroft
FirstName LastName