Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
U.S.A.
China Renaissance Securities (Hong Kong) Limited
Unit8107-08, Level 81, International Commerce Centre
1 Austin Road West
Kowloon, Hong Kong
VIA EDGAR AND FACSIMILE
November 3, 2017
AD Office 11 – Telecommunications
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Mr. Larry Spirgel, Assistant Director | |
| Ms. Kathleen Krebs, Special Counsel | ||
| Scott Anderegg, Staff Attorney | ||
| Mr. William Mastrianna, Attorney-Adviser | ||
| Mr. Robert S. Littlepage, Accountant Branch Chief | ||
| Mr. Joseph Cascarano, Senior Staff Accountant | ||
| Re: | Four Seasons Education (Cayman) Inc. (CIK: 0001709819) | |
| Registration Statement on FormF-1, as amended (FileNo. 333-220951) | ||
| Registration Statement on Form8-A (FileNo. 001-38264) |
Ladies and Gentlemen:
We hereby join the Company in connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:30 p.m., Eastern Time, on November 7, 2017, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between October 27, 2017 and
the date hereof, more than 1,903 copies of the Company’s preliminary prospectus dated October 27, 2017 were distributed to dealers and institutional investors.
The undersigned advise that the underwriters have complied and will continue to comply with Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. INTERNATIONAL PLC
CITIGROUP GLOBAL MARKETS INC.
CHINA RENAISSANCE SECURITIES (HONG KONG) LIMITED
As Representatives of the several Underwriters
MORGAN STANLEY & CO. INTERNATIONAL PLC |
By:/s/ David Lau |
Name: David Lau |
Title: Managing Director |
[Underwriters Acceleration Request]
CITIGROUP GLOBAL MARKETS INC. |
By:/s/ Ho-Yin Lee |
Name: Ho-Yin Lee |
Title: Managing Director |
[Underwriters Acceleration Request]
CHINA RENAISSANCE SECURITIES (HONG KONG) LIMITED |
By:/s/ Henry Tsai |
Name: Henry Tsai |
Title: Managing Director |
[Underwriters Acceleration Request]
