SEC Company Response from 51Talk Online Education Group (COE) — May 12, 2016
51Talk Online Education Group
Date: May 12, 2016 · CIK: 0001659494 · Accession: 0001104659-16-120487
AI Filing Summary & Sentiment
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: China Online Education Group (CIK No. 0001659494) Registration Statement on Form F-1
Dear Mr. Spirgel, Ms. Murphy, Mr. Mastrianna, Ms. Leon and Ms. Kessel:
On behalf of our client, China Online Education Group, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR to the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the draft registration statement confidentially submitted to the Commission on April 15, 2016.
In accordance with the Jumpstart Our Business Startups Act, as amended, the Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show no earlier than 15 days after the date hereof.
The Company has also (i) included unaudited interim condensed consolidated financial statements of the Company as of March 31, 2016 and for each of the three-month periods ended March 31, 2015 and 2016, and (ii) updated other information and data to reflect developments since the time of the last confidential submission.
* * *
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Vincent Cheuk, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86-10-6533-2010 or via e-mail at vincent.cheuk@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/ Z. Julie Gao
Show Raw Text
CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM 世達國際律師事務所 AFFILIATE OFFICES PARTNERS 42/F, EDINBURGH TOWER, THE LANDMARK JOHN ADEBIYI ¨ 15 QUEEN’S ROAD CENTRAL, HONG KONG BOSTON CHRISTOPHER W. BETTS CHICAGO WILL H. CAI ^ TEL: (852) 3740-4700 HOUSTON EDWARD H.P. LAM ¨* FAX: (852) 3740-4727 LOS ANGELES HAIPING LI * www.skadden.com NEW YORK RORY MCALPINE ¨ PALO ALTO CLIVE W. ROUGH ¨ WASHINGTON, D.C. JONATHAN B. STONE * WILMINGTON ALEC P. TRACY * ^ (ALSO ADMITTED IN CALIFORNIA) BEIJING ¨ (ALSO ADMITTED IN ENGLAND & WALES) BRUSSELS * (ALSO ADMITTED IN NEW YORK) FRANKFURT LONDON REGISTERED FOREIGN LAWYERS MOSCOW Z. JULIE GAO (CALIFORNIA) MUNICH MICHAEL V. GISSER (NEW YORK) PARIS BRADLEY A. KLEIN (ILLINOIS) SÃO PAULO CHI T. STEVE KWOK (NEW YORK) SEOUL GREGORY G.H. MIAO (NEW YORK) SHANGHAI ALAN G. SCHIFFMAN (NEW YORK) SINGAPORE SYDNEY TOKYO TORONTO May 12, 2016 VIA EDGAR Larry Spirgel, Assistant Director Celeste M. Murphy, Legal Branch Chief William Mastrianna, Attorney-Adviser Ivette Leon, Assistant Chief Accountant Jamie Kessel, Staff Accountant Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: China Online Education Group (CIK No. 0001659494) Registration Statement on Form F-1 Dear Mr. Spirgel, Ms. Murphy, Mr. Mastrianna, Ms. Leon and Ms. Kessel: On behalf of our client, China Online Education Group, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR to the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the draft registration statement confidentially submitted to the Commission on April 15, 2016. In accordance with the Jumpstart Our Business Startups Act, as amended, the Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show no earlier than 15 days after the date hereof. The Company has also (i) included unaudited interim condensed consolidated financial statements of the Company as of March 31, 2016 and for each of the three-month periods ended March 31, 2015 and 2016, and (ii) updated other information and data to reflect developments since the time of the last confidential submission. * * * If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Vincent Cheuk, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86-10-6533-2010 or via e-mail at vincent.cheuk@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company. Very truly yours, /s/ Z. Julie Gao Z. Julie Gao Enclosures cc: Jack Jiajia Huang, Chairman and Chief Executive Officer, China Online Education Group Jimmy Lai, Chief Financial Officer, China Online Education Group Will H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP Vincent Cheuk, Partner, PricewaterhouseCoopers Zhong Tian LLP Walter Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP David T. Zhang, Esq., Partner, Kirkland & Ellis International LLP Benjamin W. James, Esq., Partner, Kirkland & Ellis International LLP