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United States securities and exchange commission logo
December 1, 2022
Joseph Chen
Chairman of the Board of Directors and Chief Executive Officer
Renren Inc.
2828 N. Central Avenue, Fl 7
Phoenix, AZ 85004
Re: Renren Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed May 2, 2022
File No. 001-35147
Dear Joseph Chen:
We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations
Year Ended December 31, 2021 Compared with Year Ended December 31 2020,
page 54
1. Please revise to
separately quantify each material factor that contributed to the
fluctuations in your
results of operations including revenues, sales and marketing, and
research and
development. Refer to Item 5 of Form 20-F.
Joseph Chen
Renren Inc.
December 1, 2022
Page 2
E. Critical Accounting Policies and Estimates
Valuation and Recognition of Share-Based Compensation Arrangements, page 63
2. Please tell us and revise to disclose how you estimate the fair value
of the ordinary shares
of Chime Technologies, Inc. and Trucker Path, Inc. underlying their
respective stock
incentive plans.
Consolidated Statements of Operations, page F-6
3. Please tell us how you considered your potentially dilutive securities
in your calculation of
diluted net income per share for the various periods presented. To the
extent you
determined that certain securities were antidilutive, confirm that you
will disclose the
number of securities that were not included in the computation of
diluted EPS for each
period presented. Refer to ASC 260-10-50-1(c).
Notes to the Consolidated Financial Statements
15. Segment Information and Geographic Information, page F-51
4. Please clarify for us whether you consider Chime and Trucker Path to
be two separate
operating segments that you aggregate for reporting purposes. Provide
an analysis to
support your response, if you do not consider these businesses to be
separate operating
segments. Refer to ASC 280-10-50-1 through 50-9. If you aggregate two
separate
operating segments for reporting purposes, tell us how they meet the
aggregation criteria,
especially in light of the different industry markets they serve.
Refer to ASC 280-10-50-
11(c).
5. Please tell us why you do not report the revenues from external
customers for each
product and service or each group of similar products and services. In
this regard, you
appear to offer real estate SaaS subscriptions, trucking SaaS
subscriptions, advertising
agency services, advertising services, and other services. Refer to
ASC 280-10-50-40.
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.
You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at
202-551-3813 with
any questions.
FirstName LastNameJoseph Chen Sincerely,
Comapany NameRenren Inc.
Division of
Corporation Finance
December 1, 2022 Page 2 Office of Trade
& Services
FirstName LastName