Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queens Road,
Central, Hong Kong
Morgan Stanley & Co. LLC
1585 Broadway, New York
New York 10036
United States
VIA EDGAR
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
| Re: | 17 Education & Technology Group Inc. (CIK No. 0001821468) |
Registration Statement on Form F-1, as amended (File No. 333-250079)
Ladies and Gentlemen:
We hereby join 17 Education & Technology Group Inc. (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m., Eastern Time, on December 3, 2020, 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, through the date hereof, 2,138 copies of the Company’s preliminary prospectus dated November 27, 2020 were distributed to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature pages follow]
| Very truly yours, | ||
| As representative of the several underwriters | ||
| GOLDMAN SACHS (ASIA) L.L.C. | ||
| (Incorporated in Delaware, U.S.A. with limited liability) | ||
| By: | /s/ Bill Chu | |
| Name: Bill Chu | ||
| Title: Managing Director | ||
[Signature Page to Acceleration Request Letter]
| Very truly yours, | ||
| As representative of the several underwriters | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Celestina Milner | |
| Name: Celestina Milner | ||
| Title: Executive Director | ||
[Signature Page to Acceleration Request Letter]
