United States securities and exchange commission logo
February 9, 2021
Zhang Jianbo
Chief Executive Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re: Elite Education
Group International Ltd
Amendment No. 1 to
Registration Statement on Form F-1
Filed January 29,
2021
File No. 333-251342
Dear Mr. Jianbo:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 17, 2020 letter.
Amendment No.1 to Registration Statement on Form F-1 filed January 29,
2021
Prospectus Summary
Our Competitive Strengths
Impact of the COVID-19 Pandemic on the Company, page 6
1. We note that you
removed the total number of students enrolled in your program for the
fiscal year 2019 term.
Please include this data and the nature of enrollment (online or in-
person), so that
investors can understand the impact of COVID-19 on your enrollment
data.
Zhang Jianbo
FirstName LastNameZhang Jianbo Ltd
Elite Education Group International
Comapany9,NameElite
February 2021 Education Group International Ltd
February
Page 2 9, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Operating Activities
September 30, 2020 vs. 2019, page 40
2. In conjunction with your disclosure on page 42, please clarify the
reason for the decrease
in cash associated with deferred revenue. On page 42 you attribute the
change to a
decrease in students registered in 2020 and 2019 fall programs and the
timing of these
relative to your year end. However, it is not clear how the timing of
the fall programs
relative to your year end differs between the respective years such
that it affects cash flow
between these periods.
Taxation, page 72
3. We note your response to our prior comment 1. Please revise this
section of the
registration statement to state that the disclosure relating to tax
consequences under U.S.
law is the opinion of Schiff Hardin LLP. Refer to Section III.B.2 of
Staff Legal Bulletin
No. 19.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Recently issued accounting standards, page F-12
4. You disclose under ASC Topic 606 that "[t]he amendment is not
applicable to the
Company since the Company is a shell company and does not generate
revenue." This
does not appear to be your circumstances. Please advise or revise as
appropriate. You
also disclose you will adopt Topic 606 during the first quarter of
2020. Please explain
how the timing of your adoption complies with the adoption
requirements of the standard.
Note 8. Student Deposits, page F-16
5. Please tell us and disclose as appropriate how the student deposits
here differ from
"student refundable deposits" within accounts payable and accrued
liabilities disclosed on
page F-15.
General
6. We note that Section 5(e) of each of the Series A Common Share
Purchase Warrant and
Series B Common Share Purchase Warrant identifies the state and
federal courts sitting in
the City of New York, Borough of Manhattan as the exclusive forum for
claims under the
agreements. Please disclose in the prospectus and in the agreements
themselves whether
these provisions apply to actions arising under the Securities Act or
Exchange Act. If so,
please further revise the prospectus to describe the provisions,
discuss the risks of such
provisions to investors, and address any uncertainty about the
enforceability of such
provisions. If you determine not to revise the agreements to state
whether the exclusive
Zhang Jianbo
Elite Education Group International Ltd
February 9, 2021
Page 3
forum provision applies to claims under the federal securities laws, tell
us how you will
inform investors in future filings of this fact.
You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202)
551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other
questions.
Sincerely,
FirstName LastNameZhang Jianbo
Division of
Corporation Finance
Comapany NameElite Education Group International Ltd
Office of Trade &
Services
February 9, 2021 Page 3
cc: F. Alec Orudjev, Esq.
FirstName LastName