COOTEK (CAYMAN) INC.
September 25, 2018
VIA EDGAR
Ms. Barbara C. Jacobs
Mr. Jeffrey Kauten
Ms. Kathleen Collins
Ms. Rebekah Lindsey
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: CooTek (Cayman) Inc. (CIK No. 0001734262)
Registration Statement on Form F-1 (Registration No. 333-226867)
Registration Statement on Form 8-A (Registration No. 001-38665)
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, CooTek (Cayman) 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 Registration Statement become effective at, 5:00 p.m., Eastern Time on September 27, 2018, 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. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.
The Company understands that Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., 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 today.
[Signature page follows]
| Very truly yours, | ||
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| COOTEK (CAYMAN) INC. | ||
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| By: | /s/ KARL KAN ZHANG | |
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| Name: | Karl Kan Zhang |
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| Title: | Chairman of the Board of Directors and Chief Architect |