United States securities and exchange commission logo
October 14, 2020
Andy Chang Liu
Chief Executive Officer
17 Education & Technology Group Inc.
16/F, Block B, Wangjing Greenland Center
Chaoyang District, Beijing 100102
People s Republic of China
Re: 17 Education &
Technology Group Inc.
Draft Registration
Statement on Form F-1
Submitted September
16, 2020
CIK No. 0001821468
Dear Mr. Liu:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 submitted September 16, 2020
Prospectus Summary, page 1
1. Please disclose the
percentage of your total revenues that comes from your online K-12
large-class
after-school tutoring services. Please clearly state that you do not charge for
the in-school classroom
solutions.
2. We note your statement
that you capture "approximately 55% of the K-12 schools using
smart in-school
classroom solutions in China in the first half of 2020." If known, please
tell us whether such
K-12 schools engage more than one education technology service
provider. We also note
that 88% of your smart in-school classroom solution MAUs are in
Andy Chang Liu
17 Education & Technology Group Inc.
October 14, 2020
Page 2
primary school. Please provide a breakdown of the percentages that you
capture
in primary, middle, and high schools for your in-school classroom
solutions. Please
include similar disclosure in your Business section.
3. We note your statement that "you became a top five online K-12
large-class after-school
tutoring service provider in China in terms of both paid course
enrollments and gross
billings in 2019 and the first half of 2020." We also note that over
70% of your paid
course enrollments in 2019 were from primary school students. Please
provide a
breakdown of the percentages of your paid course enrollments
attributable to middle and
high school students for each of the 2019 and the first half of 2020.
4. We note your statement that you have a "massive" content library.
Please provide
additional information to quantify the size of your content library.
5. We note your statements on page 4 regarding expected growth for
after-school tutoring.
Please revise to provide a source for the information or, if true,
state that these are
management's expectations.
Risk Factors
If we are not able to continue to cooperate..., page 21
6. We note that you rely on one third-party service provider to recruit,
train and manage your
tutors. Please file your agreement with the third-party service
provider, or, in the
alternative, please tell us why you are not required to do so.
Management's Discussion and Analysis
Results of Operations, page 97
7. Please include, to the extent practicable, the impact that COVID-19
had on your results of
operations. Refer to CF Disclosure Guidance: Topic No. 9. Please also
address whether
the increase in paid course enrollments in the six months ended June
30, 2020 was due to
COVID-19, and whether you expect this increase to continue in future
periods.
Industry, page 116
8. We note that the disclosure as well as the graphs depicted in this
section indicate that the
FirstName LastNameAndy Chang Liu
growth trends that were created during the COVID-19 pandemic are
expected to continue
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into Name17 Educationperiod.
the post-pandemic & Technology Group Inc.
Please provide a basis for these
assumptions and, to the
Octoberextent accurate,
14, 2020 Page revise
2 to state that these assumptions are your beliefs.
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Andy Chang Liu
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17 Education & TechnologyChang
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October 14,Name17
2020 Education & Technology Group Inc.
October
Page 3 14, 2020 Page 3
FirstName LastName
You may contact Scott Stringer at (202) 551-3272 or Jim Allegretto at
(202) 551-3849 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Z. Julie Gao