哔哩哔哩美股招股说明书(2025-05-22版)

This prospectus supplement relates to the offer and sale of 10,281,240 ClassZ ordinary shares with par value US$0.0001 per share, by Goldman Sachs (Asia) L.L.C. and MorganStanley Asia Limited (the “underwriters”), each acting severally on behalf of itself and/or its respective affiliates, whichClass Z ordinary shares will be borrowed by the underwriters fromnon-affiliatethird parties (the “Concurrent Delta Offering”). The underwriters will use the resulting short position to facilitate hedging transactions by certain investors subscribing for our0.625% convertible senior notes due 2030 (the “Notes,” and such offering, the “Notes Offering”) described below, who employ a convertible arbitrage strategy (the “Convertible ArbitrageInvestors”). We have been advised that each underwriter is concurrently entering into privately negotiated derivative transactions relating to our Class Z ordinary shares, enabling ConvertibleArbitrage Investors to establish initial short positions in our Class Z ordinary shares to hedge their market risk in the Notes. The number of Class Z ordinary shares subject to the ConcurrentDelta Offering will be determined at the time of pricing of the Concurrent Delta Offering, and is expected to generally correspond to such initial short positions of the Convertible ArbitrageInvestors. The underwriters will initially offer the ClassZ ordinary shares to the public at a price of HK$140.10 per share and may subsequently offer the ClassZ ordinary shares for sale inone or more transactions in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at negotiated prices or at prices related toprevailing market prices at the time of sale or at negotiated prices. For further details, see “Summary—Recent Developments.” We have subscribed for and been allocated 5,588,140 of our Class Z ordinary shares offered in the Concurrent Delta Offering for an aggregate amount of approximatelyHK$782.9million at the offering price (the “Concurrent Repurchase”). The Concurrent Repurchase is being made by our company pursuant to our existing share repurchase program. We will not receive any proceeds from sales by the underwriters in this offering. No new Class Z ordinary shares will be issued in this offering. You should read this prospectussupplement, as well as the documents incorporated and deemed to be incorporated by reference in this prospectus supplement, carefully before you invest. The underwriters may charge a brokerage fee of up to 0.25% of the offering price to purchasers of the ClassZ ordinary shares in this Concurrent Delta Offering. The Notes Offering isa separate transaction exempted from registration. The Notes are being offered only to investors that are reasonably believed to be qualified institutional buyers within pursuant to Rule 144Aunder Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Neither this prospectus supplement nor the accompanying prospectus is an offer with respect to theNotes. The Concurrent Delta Offering and the Notes Offering are contingent upon each other. Our American depositary shares (“ADSs”), each representing one Class Z ordinary share, are listed on The Nasdaq Global Select Market under the symbol “BILI.” The last reportedsale price of our ADSs on The Nasdaq Global Select Market on May20, 2025 was US$18.15 per ADS. Our ClassZ ordinary shares are listed on the Hong Kong Stock Exchange under thestock code “9626.” On May21, 2025, the last reported trading price of the ClassZ ordinary shares on the Hong Kong Stock Exchange was HK$146.00 per share. Our outstanding sharecapital consists of ClassZ ordinary shares and ClassY ordinary shares. Holders of ClassZ ordinary shares and ClassY ordinary shares have the same rights except for voting and conversionrights. Each ClassZ ordinary share is entitled to one vote, and is not convertible into ClassY ordinary shares under any circumstances. Each ClassY ordinary share is entitled to ten votes,subject to certain conditions, and is convertible into one ClassZ ordinary share at any time by the holder thereof. Investing in our Class Z ordinary shares involves risk. See “Risk Factors” beginning on pageS-22of this prospectus supplement for adiscussion of certain risks that you should consider in connection with an investment in our Class Z ordinary shares. Bilibili Inc. is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in its VIEs. We conduct our operations primarily through our PRCsubsidiaries, the VIEs and their subsidiaries in mainland China. PRC laws and regulations prohibit foreign investment in internet cultural business (except for music), the internet audio-visualprogram business, the radio and television program production and operation business, and the production of audio-visual products and/or electronic publications. Accordingly, we operatethese businesses in mainland China thro