COMPANY ACCELERATION REQUEST

XPeng Inc.

No. 8 Songgang Road, Changxing Street

Cencun, Tianhe District, Guangzhou

Guangdong 510640

People’s Republic of China

August 24, 2020

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

 

Attention:    Mr. John Cash, Accounting Branch Chief
   Mr. Kevin Stertzel, Senior Staff Accountant
   Mr. Jay Ingram, Legal Branch Chief
   Mr. Geoff Kruczek, Attorney

 

Re:    XPeng Inc.
   Registration Statement on Form F-1, as amended (File Number: 333-242283)
   Registration Statement on Form 8-A, as amended (File Number: 001-39466)

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, XPeng Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 P.M., Eastern Daylight Time on August 26, 2020, or as soon as practicable thereafter.

The Company also requests that the Registration Statement on Form 8-A, as amended (File Number: 001-39466), under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company (the “Registration Statement on Form 8-A,” together with the F-1 Registration Statement, the “Registration Statements”), be declared effective concurrently with the F-1 Registration Statement.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Simpson Thacher & Bartlett LLP.

The Company understands that Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter delivered to you today.

[Signature page follows]


Very truly yours,

 

XPENG INC.

By:

 

/s/ Xiaopeng He

Name:

  Xiaopeng He

Title:

  Chairman and Chief Executive Officer