Soulgate Inc. ("Soul") has submitted its third application to the Hong Kong Stock Exchange (HKEX) for a main board listing on November 27, with CITIC Securities as the sole sponsor. This marks the company's third attempt after previous failures, accumulating over RMB 12.4 billion in redeemable liabilities. If Soul fails to meet its listing obligations, it may face a massive one-time repayment that could strain its cash flow or even lead to bankruptcy.

Despite rapid revenue growth in recent years, Soul has seen a decline in monthly active users (MAUs) since cutting marketing expenses. Its peak MAU of 31.6 million in 2021 has not been surpassed in four years. More concerning, Soul's anonymous mechanism has become a hotspot for soft-porn content and security risks, particularly "pig-butchering" romance scams. Additionally, its AI companion feature has drawn criticism for allegedly involving real humans and inducing excessive spending. As of now, Soul has over 2,500 complaints on China's 12315 platform and more than 6,000 on the Hei Mao consumer complaint platform, raising compliance concerns.

**Redeemable Liabilities Exceed RMB 12 Billion After Multiple IPO Failures** Founded in 2015 in Shanghai, Soul positions itself as a "social app addressing loneliness among young people." Unlike traditional platforms like WeChat or QQ, it allows users to create virtual avatars for self-expression. Before its IPO, Tencent holds a 49.9% stake but only 28.5% voting rights, with the remaining 21.4% delegated to founder Zhang Lu, making her the controlling shareholder.

However, frequent equity financing has led to substantial redeemable liabilities tied to listing conditions. From 2022 to August 2025, Soul recorded losses of RMB 4.06 billion, RMB 4.25 billion, RMB 4.31 billion, and RMB 2.88 billion due to these liabilities, totaling RMB 12.4 billion by August 2025—a 12.35% increase from 2022.

Soul initially aimed for a Nasdaq listing in 2021 but abruptly suspended its IPO. It then shifted to Hong Kong, with two failed attempts in 2022 and 2023 before its latest submission in November 2025.

**Declining User Growth Amid Reduced Marketing Spend** Soul's revenue grew from RMB 16.67 billion in 2022 to RMB 22.11 billion in 2024, with net profits turning positive at RMB 3.61 billion in 2023. However, MAUs dropped from 29.4 million in 2022 to 26.2 million in 2024. Marketing expenses, which once exceeded 120% of revenue, were reduced to 38.3% by 2025, contributing to the user decline.

**From "Soulful Connections" to Scam Hotspot** Soul's anonymous design, initially meant to foster genuine connections, has instead enabled scams and explicit content. Since 2019, Chinese regulators have flagged Soul for violations, prompting promises of stricter content moderation. Yet, "pig-butchering" scams persist, with cases reported in 2024 and 2025 involving losses up to RMB 250,000.

**AI Companions: A Consumer Trap?** Soul's AI companion feature, launched in 2024, has faced backlash for allegedly pushing paid interactions. Users report being prompted to buy virtual gifts (e.g., a RMB 2.5 ice cream) or pay for voice calls (RMB 2 per 10 minutes). Some suspect the AI companions are real humans, citing requests for photos or offline meetups. Despite Soul's denials, skepticism remains, compounded by broader industry issues like data privacy and AI ethics.

With over 6,000 consumer complaints and unresolved compliance risks, Soul's IPO journey faces significant hurdles beyond just user retention. The company must address these challenges to regain trust and secure a successful listing.