Skip to main content

6-K

WEIBO Corp (WB)

6-K 2024-04-25 For: 2024-04-25
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Forthe month of April 2024

Commission File Number: 001-36397

Weibo Corporation

(Registrant’s Name)

8/F, QIHAO Plaza, No. 8 Xinyuan S. Road

Chaoyang District, Beijing 100027

People’s Republic of China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x      Form 40-F ¨

EXPLANATORY NOTE

We filed our annual report on Form 20-F for the fiscal year ended December 31, 2023 with the United States Securities and Exchange Commission on April 25, 2024, U.S. Eastern Time. On April 25, 2024, Hong Kong Time, we published our annual report on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for the fiscal year ended December 31, 2023 (the “HK Annual Report”). Pursuant to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, our HK Annual Report contains supplemental disclosure of reconciliation of the material differences between our consolidated financial statements prepared under the U.S. GAAP and International Financial Reporting Standards, which is attached hereto as exhibit 99.1.

EXHIBIT INDEX

Exhibit No. Description
99.1 Supplemental<br> Disclosure—Reconciliation Between U.S. GAAP and International Financial Reporting Standards

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WEIBO CORPORATION
Date: April 25, 2024 By: /s/<br> Fei Cao
Fei Cao
Chief Financial Officer

Exhibit 99.1

Reconciliation between U.S. GAAP and International Financial ReportingStandards

The consolidated financial statements are prepared in accordance with U.S. GAAP, which differ in certain respects from International Financial Reporting Standards (“IFRS”). The effects of material differences between the consolidated financial statements of the Group prepared under U.S. GAAP and IFRS are as follows:

Reconciliation of consolidated statements ofcomprehensive income data (in US$ thousands):

For the Year Ended December 31, 2021<br> <br>IFRS adjustments
Amounts<br> <br>as reported under U.S. GAAP Convertible<br> <br>senior notes <br>(Note (i)) Leases<br> <br>(Note (ii)) Investments<br> <br>measured at <br>fair value <br>(Note (iii)) Share-based<br> <br>compensation <br>(Note (iv)) Issuance<br> cost <br>related to <br>global offering <br>(Note (v)) Redeemable<br> <br>non-controlling <br>interest <br>(Note (vi)) Amounts<br> <br>asreportedunder IFRS
Costs and<br> expenses:
Cost<br> of revenues 403,841 (44 ) 2,846 406,643
Sales and<br> marketing 591,682 (133 ) 5,469 597,018
Product<br> development 430,673 (190 ) 11,056 441,539
General<br> and administrative 133,475 (25 ) (926 ) 9,566 142,090
Total<br> costs and expenses 1,559,671 (392 ) 18,445 9,566 1,587,290
Fair value<br> changes through earnings on investments, net (72,787 ) (193,685 ) (266,472 )
Interest<br> expense (71,006 ) 15,391 (847 ) (56,462 )
Fair value<br> changes of convertible senior notes (8,100 ) (8,100 )
Financial<br> expense (1,541 ) (1,541 )
Income<br> before income tax expenses 550,718 7,291 (455 ) (193,685 ) (18,445 ) (9,566 ) (1,541 ) 334,317
Less: income<br> tax expenses 138,841 (2,791 ) 136,050
Net<br> income 411,877 7,291 (455 ) (190,894 ) (18,445 ) (9,566 ) (1,541 ) 198,267
Net<br> income attributable to Weibo's shareholders 428,319 7,291 (455 ) (190,894 ) (18,445 ) (9,566 ) (1,541 ) 214,709
For the Year Ended December 31, 2022<br> <br>IFRS adjustments
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Amounts<br> <br>as reported<br> <br>under<br> <br>U.S. GAAP Convertible <br>senior notes <br>(Note (i)) Leases <br>(Note (ii)) Investments <br>measured at <br>fair value <br>(Note (iii)) Share-based <br>compensation <br>(Note (iv)) Issuance cost <br>related to <br>global offering <br>(Note (v)) Redeemable <br>non-controlling <br>interest <br>(Note (vi)) Amounts<br> <br>as reported<br> <br>under IFRS
Costs and expenses:
Cost of revenues 400,585 (327 ) 2,844 403,102
Sales and marketing 477,107 (497 ) 3,400 480,010
Product development 415,190 (622 ) 6,598 421,166
General and administrative 52,806 (785 ) 3,811 55,832
Total costs and expenses 1,355,864 (2,231 ) 16,653 1,370,286
Fair value changes<br> through earnings on investments, net (243,619 ) (8,856 ) (252,475 )
Interest expense (71,598 ) 13,201 (3,235 ) (61,632 )
Fair value changes of convertible senior notes (36,750 ) (36,750 )
Financial expense (27,496 ) (27,496 )
Income before income tax expenses 128,086 (23,549 ) (1,004 ) (8,856 ) (16,653 ) (27,496 ) 50,528
Less: income tax expenses 30,277 (2,003 ) 28,274
Net income 97,809 (23,549 ) (1,004 ) (6,853 ) (16,653 ) (27,496 ) 22,254
Net income attributable to Weibo's shareholders 85,555 (23,549 ) (1,004 ) (6,853 ) (16,653 ) (27,496 ) 10,000
For the Year Ended December 31, 2023 IFRS adjustments
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Amounts <br><br>as reported <br><br>under <br><br>U.S. GAAP Convertible<br><br> senior notes<br><br> (Note (i)) Leases <br><br>(Note (ii)) Investments <br><br>measured at <br><br>fair value <br><br>(Note (iii)) Share-based <br><br>compensation <br><br>(Note (iv)) Issuance cost <br><br>related to <br><br>global offering <br><br>(Note (v)) Redeemable <br><br>non-controlling <br><br>interest<br><br> (Note (vi)) Amounts <br><br>as reported<br><br> under IFRS
Costs<br> and expenses:
Cost<br> of revenues 374,279 (335 ) (4,623 ) 369,321
Sales<br> and marketing 461,421 (661 ) (4,112 ) 456,648
Product<br> development 333,628 (513 ) (12,857 ) 320,258
General<br> and administrative 117,574 (774 ) (4,301 ) (11,586 ) 100,913
Total<br> costs and expenses 1,286,902 (2,283 ) (25,893 ) (11,586 ) 1,247,140
Fair<br> value changes through earnings on investments, net 43,002 20,334 63,336
Interest<br> expense (120,070 ) 528 (2,956 ) (122,498 )
Fair<br> value changes of convertible senior notes (39,112 ) (39,112 )
Financial<br> expense (22,053 ) (22,053 )
Income<br> before income tax expenses 502,782 (38,584 ) (673 ) 20,334 25,893 (10,467 ) 499,285
Less:<br> income tax expenses 145,287 2,658 147,945
Net<br> income 357,495 (38,584 ) (673 ) 17,676 25,893 (10,467 ) 351,340
Less:<br> Net income attributable to non-controlling interests 2,095 7,967 10,062
Accretion<br> to redeemable non-controlling interests 12,802 (12,802 )
Net<br> income attributable to Weibo's shareholders 342,598 (38,584 ) (673 ) 17,676 25,893 (5,632 ) 341,278

Reconciliation of consolidated balance sheets(in US$ thousands):

As of December 31, 2022 IFRS adjustments
Amounts<br><br> as reported<br><br> under<br><br> U.S. GAAP Convertible<br><br> senior notes<br><br> (Note (i)) Leases<br><br> (Note (ii)) Investments<br><br> measured at<br><br> fair value <br><br>(Note (iii)) Share-based<br><br> compensation<br><br> (Note (iv)) Issuance cost<br><br> related to<br><br> global offering<br><br> (Note (v)) Redeemable<br><br> non-controlling<br><br> interest <br><br>(Note (vi)) Amounts<br><br> as reported<br><br> under IFRS
Operating<br> lease assets, net 190,368 (1,636 ) 188,732
Goodwill 120,151 (11,450 ) 108,701
Long-term<br> investments 993,630 36,612 1,030,242
Total<br> assets 7,129,454 (1,636 ) 36,612 (11,450 ) 7,152,980
Deferred<br> tax liability 41,694 9,486 51,180
Financial<br> liability 59,464 59,464
Total<br> Liabilities 3,738,914 9,486 59,464 3,807,864
Redeemable<br> non-controlling interest 45,795 (45,795 )
Additional<br> paid-in capital 1,445,519 36,591 9,566 (31,909 ) 1,459,767
Accumulated<br> other comprehensive loss (102,740 ) 54 (165 ) 1,731 (101,120 )
Retained<br> earnings 2,045,094 (1,690 ) 27,291 (36,591 ) (9,566 ) (29,286 ) 1,995,252
Total<br> Weibo shareholders' equity 3,330,250 (1,636 ) 27,126 (59,464 ) 3,296,276
Non-controlling<br> interests 14,495 34,345 48,840
Total<br> shareholders' equity 3,344,745 (1,636 ) 27,126 (25,119 ) 3,345,116
Total<br> liabilities, redeemable non-controlling interests and shareholders' equity 7,129,454 (1,636 ) 36,612 (11,450 ) 7,152,980
As of December 31, 2023 IFRS adjustments
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Amounts <br><br>as reported<br><br> under<br><br> U.S. GAAP Convertible<br><br> senior notes<br><br> (Note (i)) Leases <br><br>(Note (ii)) Investments<br><br> measured at<br><br> fair value<br><br> (Note (iii)) Share-based<br><br> compensation<br><br> (Note (iv)) Issuance cost<br><br> related to<br><br> global offering<br><br> (Note (v)) Redeemable<br><br> non-controlling<br><br> interest<br><br> (Note (vi)) Amounts<br><br> as reported<br><br> under IFRS
Operating<br> lease assets, net 170,266 (2,256 ) 168,010
Goodwill 166,436 (11,104 ) 155,332
Long-term<br> investments 1,320,386 55,921 1,376,307
Total<br> assets 7,280,358 (2,256 ) 55,921 (11,104 ) 7,322,919
Accrued<br> and other liabilities 656,445 (336 ) 656,109
Convertible<br> senior notes 317,625 38,920 356,545
Deferred<br> tax liability 66,151 11,861 78,012
Financial<br> liability 79,623 79,623
Total<br> Liabilities 3,762,742 38,584 11,861 79,623 3,892,810
Redeemable<br> non-controlling interest 68,728 (68,728 )
Additional<br> paid-in capital 1,428,935 10,698 9,566 (31,909 ) 1,417,290
Accumulated<br> other comprehensive loss (217,817 ) 107 (907 ) 3,566 (215,051 )
Retained<br> earnings 2,187,556 (38,584 ) (2,363 ) 44,967 (10,698 ) (9,566 ) (34,918 ) 2,136,394
Total<br> Weibo shareholders' equity 3,398,735 (38,584 ) (2,256 ) 44,060 (63,261 ) 3,338,694
Non-controlling<br> interests 50,153 41,262 91,415
Total<br> shareholders' equity 3,448,888 (38,584 ) (2,256 ) 44,060 (21,999 ) 3,430,109
Total<br> liabilities, redeemable non-controlling interests and shareholders' equity 7,280,358 (2,256 ) 55,921 (11,104 ) 7,322,919

Notes:

(i) Convertible senior notes

Under U.S. GAAP, the convertible senior notes were measured at amortized cost, with any difference between the initial carrying value and the repayment amount recognized as interest expenses using the effective interest method over the period from the issuance date to the maturity date. Under IFRS, the Group’s convertible senior notes were designated as at fair value through profit or loss such that the convertible senior notes were initially recognized at fair values. Subsequent to initial recognition, the Group considered that the amounts of changes in fair value of the convertible senior notes that were attributed to changes in own credit risk of the convertible senior notes recognized in other comprehensive income were insignificant. Therefore, the amounts of changes in fair value of the convertible senior notes were recognized in the profit or loss.

(ii) Leases

Under U.S. GAAP, the amortization of the right-of-use assets and interest expense related to the lease liabilities are recorded together as lease cost to produce a straight-line recognition effect in the income statement. Under IFRS, the amortization of the right-of-use asset is on a straight-line basis while the interest expense related to the lease liabilities are the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The amortization of the right-of-use assets is recorded as lease expense and the interest expense is required to be presented in separate line items.

(iii) Investments measured at fair value

Under U.S. GAAP, convertible redeemable preferred shares and ordinary shares with preferential rights issued by privately-held companies without readily determinable fair values could elect an accounting policy choice. The Group elects the measurement alternative to record these equity investments without readily determinable fair values at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Under IFRS, these investments were classified as financial assets at fair value through profit or loss and measured at fair value with changes in fair value recognized through profit or loss. Fair value changes of these long-term investments were recognized in the profit or loss.

(iv) Share-based compensation

Under U.S. GAAP, companies are permitted to make an accounting policy election regarding the attribution method for awards with service-only conditions and graded vesting features. The valuation method that the company uses (single award or multiple tranches of individual awards) is not required to align with the choice in attribution method used (straight-line or accelerated tranche by tranche). Under IFRS, companies are not permitted to choose how the valuation or attribution method is applied to awards with graded-vesting features. Companies should treat each installment of the award as a separate grant. This means that each installment would be separately measured and attributed to expense over the related vesting period, which would accelerate the expense recognition.

(v) Issuance cost related to global offering

Under U.S. GAAP, specific incremental issuance costs directly attributable to a proposed or actual offering of securities may be deferred and charged against the gross proceeds of the offering, shown in equity as a deduction from the proceeds. Under IFRS, such issuance costs apply different criteria for capitalization when the listing involves both existing shares and a concurrent issuance of new shares of the Company in the capital market, and were allocated proportionately between the existing and new shares. As a result, the Group recorded issuance costs associated with the listing of existing shares in the profit or loss.

(vi) Redeemable non-controlling interest

On October 31, 2020, the Group entered into a series of share purchase agreements with then existing shareholders of Shanghai Jiamian Information Technology Co., Ltd. or JM Tech, to acquire the majority of JM Tech’s equity interest. The Group agreed to redeem the non-controlling interests (“NCI”) held by founders and CEO of JM Tech under certain circumstances. Under US GAAP, the Group determined that the NCI with redemption rights should be bundled and classified as redeemable NCI and mezzanine classified on the balance sheet, since they are contingently redeemable upon the occurrence of certain conditional events, which are not solely within the control of the Group. The redeemable NCI is recognized at fair value on the acquisition date taking into account the probability of future redemption as well as estimated redemption amount, and such fair value includes the right of redemption, which is viewed as part of the accounting purchase price when applying acquisition accounting. Subsequently, the Group records accretion on the redeemable NCI as a whole to the redemption value over the period from the date of the acquisition to the date of earliest redemption. The accretion using the effective interest method, is recorded as deemed dividends to NCI holders. Under IFRS, as it is considered that the Group undertakes the obligation to purchase the remaining equity of JM Tech held by the founders and CEO at fair value, the risk and reward of the shares reside with non-controlling interests in the consolidated statements. Therefore, the Company recognized the NCI at fair value as permanent equity on acquisition date, and the fair value of such permanent equity NCI does not consider the redemption right. IFRS requires the fair value of NCI redemption right (present value of the estimated redemption amount) to be recognized as a separate financial liability on the balance sheet because the Group has an obligation to pay cash in the future to purchase the NCI shares. This separate financial liability is not viewed as part of accounting purchase price when applying acquisition accounting, which resulted in lower purchase price and therefore, a lower goodwill being recognized from the acquisition. The initial recognition of this financial liability is a reduction of the parent’s equity. Subsequent changes in the carrying amount of the financial liability are recognized as finance charges in the income statement.