December 1, 2020
Ms. Cara Wirth
Ms. Erin Jaskot
Mr. Scott Stringer
Mr. Jim Allegretto
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
17 Education & Technology Group Inc. (CIK No. 0001821468)
Registration Statement on Form F-1 (File No. 333-250079)
Registration Statement on Form 8-A (File No. 001-39742)
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C (Rule 461) promulgated under the Securities Act of 1933, as amended, 17 Education & Technology Group 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 Time on December 3, 2020, or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the Registration Statements).
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 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Companys U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.
The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the Commission) today.
[Signature page follows]
|Very truly yours,|
|17 Education & Technology Group Inc.|
|Name:||Andy Chang Liu|
|Title:||Chairman and Chief Executive Officer|
[Signature Page to Issuer Acceleration Request]