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SEC Company Response from 51Talk Online Education Group (COE) — May 6, 2020

51Talk Online Education Group
Date: May 6, 2020 · CIK: 0001659494 · Accession: 0001104659-20-057129

AI Filing Summary & Sentiment

File numbers found in text: 333-237575

Date
May 6, 2020
Author
China Online Education Group
Form
CORRESP
Company
51Talk Online Education Group

Letter

VIA EDGAR Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 U. S. A. Re: China Online Education Group (CIK No. 0001659494) Registration Statement on Form F-3 (File No. 333-237575)

Dear Ms. Bagley and Ms. Peyser:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, China Online Education Group (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4 p.m., Eastern Daylight Time on May 8, 2020, or as soon thereafter as practicable.

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 Statement 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.

[Signature page follows]

Very truly yours,
China Online Education Group

Show Raw Text
CORRESP
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filename1.htm

May 6, 2020

VIA EDGAR

Ms. Katherine Bagley

Ms. Lilyanna Peyser

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

Re:                             China Online Education Group (CIK No. 0001659494)

Registration Statement on Form F-3 (File No. 333-237575)

Dear Ms. Bagley and Ms. Peyser:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, China Online Education Group (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4 p.m., Eastern Daylight Time on May 8, 2020, or as soon thereafter as practicable.

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 Statement 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.

[Signature page follows]

Very truly yours,

China Online Education   Group

By:

/s/ Jack Jiajia   Huang

Name:

Jack Jiajia Huang

Title:

Chairman of the   Board of Directors and Chief Executive Officer

[Signature Page to Issuer Acceleration Request]