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Davis Polk & WardwellLLP 2201 China World Office 2 |  | 86 10 8567 5000 tel 86 10 8567 5123 fax | ||||
June 12, 2018
| Re: | Puxin Limited (CIK No. 0001726189) |
| Registration Statement on Form F-1 (File no. 333-225047) |
Mr. Charles Eastman
Mr. Terry French
Mr. Paul Fischer
Ms. Celeste M. Murphy
Office of Telecommunications
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Dear Mr. Eastman, Mr. French, Mr. Fischer and Ms. Murphy:
On behalf of our client, Puxin Limited (the “Company”), a company incorporated under the laws of the Cayman Islands, we submit to the staff (the “Staff”) of Securities and Exchange Commission (the “Commission”) this letter in connection with the Company’s registration statement on Form F-1 initially filed on May 18, 2018 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing its amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) and exhibit 1.1 via EDGAR with the Commission.
The Company plans to request that the Staff declare the effectiveness of the Registration Statement on June 14, 2018, and is filing the joint acceleration requests concurrently with the filing of the Amended Registration Statement. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.
* * * *
| Securities and Exchange Commission | 2 | June 12, 2018 |
If you have any questions regarding this submission, please contact me at +86-10-8567-5005 (li.he@davispolk.com) and/or Bingqing Pan at +852-2533-3354 (bingqing.pan@davispolk.com).
Thank you for your time and attention.
| Yours sincerely, |
/s/ Li He |
| Li He |
| cc: | Mr. Yunlong Sha, Chief Executive Officer | |
| Mr. Peng Wang, Chief Financial Officer | ||
| Puxin Limited | ||
| Ms. Dan Ouyang, Esq. | ||
| Wilson Sonsini Goodrich & Rosati | ||
| Deloitte Touche Tohmatsu Certified Public Accountants LLP | ||