SKADDEN, ARPS, SLATE, MEAGHER & FLOM
CHRISTOPHER W. BETTS
GEOFFREY CHAN *
SHU DU *
ANDREW L. FOSTER *
CHI T. STEVE KWOK *
EDWARD H.P. LAM ◆*
HAIPING LI *
RORY MCALPINE ◆
JONATHAN B. STONE *
PALOMA P. WANG
◆ (ALSO ADMITTED IN ENGLAND & WALES)
* (ALSO ADMITTED IN NEW YORK)
REGISTERED FOREIGN LAWYER
Z. JULIE GAO (CALIFORNIA)
42/F, EDINBURGH TOWER, THE LANDMARK
15 QUEENS ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700
FAX: (852) 3740-4727
November 13, 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
Dear Ms. Wirth, Ms. Jaskot, Mr. Stringer and Mr. Allegretto:
On behalf of our client, 17 Education & Technology Group Inc., a foreign private issuer organized under the laws of the Cayman Islands (the Company), we are filing herewith the Companys registration statement on Form F-1 (the Registration Statement) and certain exhibits via EDGAR with the Securities and Exchange Commission (the Commission).
To facilitate the your review, we will separately deliver to you today five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement confidentially submitted on November 3, 2020 and two copies of the filed exhibits.
Securities and Exchange Commission
November 13, 2020
In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the non-public review of the staff of the Commission (the Staff). The Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size on or about November 27, 2020, and to launch the road show for the offering on or about November 30, 2020. The Company would appreciate the Staffs timely assistance and support to the Company in meeting the proposed timetable for the offering.
* * *
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740 4863 or via e-mail at email@example.com, or Frank Li, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 10 8520 7290 or via email at firstname.lastname@example.org. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.
|Very truly yours,|
|Z. Julie Gao|
Andy Chang Liu, Chief Executive Officer, 17 Education & Technology Group Inc.
Michael Chao Du, Chief Financial Officer, 17 Education & Technology Group Inc.
Frank Li, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP
David Zhang, Esq., Partner, Kirkland & Ellis International LLP
Steve Lin, Esq., Partner, Kirkland & Ellis International LLP