SecProbe.io

Mail Stop 3720
July 19, 2017

Yanlai Shi
Chief Executive Officer
RYB Education, Inc.
4/F No.29 Building, Fangguyuan Section 1, Fangzhuang
Fengtai District, Beijing 100078
People’s Republic of China

Re: RYB Education, Inc.
Draft Registration Statement on Form F -1
Submitted June 22, 2017
  CIK No. 0001708441

Dear Ms. Shi :

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 y our 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 f acts 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.

General

1. We note references to third -party market data throughout the prospectus, including
references to a report from Frost & Sullivan.  P lease provide us with copies of any
materials that support third -party statements, clearly cross -referencing a statement with
the underlying factual support.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 40 5 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Yanlai Shi
RYB  Education, Inc.
July 19, 2017
Page 2

 Prospectu s Summary, page 1

3. Please make it clear in the beginning and throughout your prospectus summary (including
in your Corporate History and Structure section) that investors will be investing in a
Cayman Islands holding company that does not directly own a substantial portion of it s
actual business operations.  It must be clear that the business you are describing is not
completely the registrant’s business, but rather is also the business of its subsidiary,
variable interest entity (VIE), and subsidiaries of that VIE.  We note that  foreign invested
entities such as the Company are restricted from owning or operating the 81
kindergartens discussed in your prospectus.

4. Please revise the charts on pages 4 and 58 to depict the before and after anticipated
ownership of the issuer and VI E.  We note your disclosure in footnote (1) identifying the
current owners of your VIE but believe a graphic depiction of this information and the
post-offering ownership will provide investors with a clearer understanding of your
complex corporate structu re.  Please also describe what a nominee shareho lder is and
why it is required.

5. Disclose here and in the footnotes to the chart the individuals who have direct control
and/or ownership over RYB operations.  Include your principal shareholder, Ascendent
Rainbow (Cayman) Limited, in this chart, and include the names of the individuals who
have direct control over the operating companies in China.

6. Disclose, if true, that the revenue contribution of your affiliated entities has historically
accounted for all of your total revenues.

7. Consider providing an organizational chart that shows the ownership structure of the
Company upon the completion of the offering.  Include the percentage of equity and
voting ownership in the registrant by public shareholders and b eneficial owners.

Risk Factors

Certain of our operations may be deemed by PRC government to be carried out by entities
beyond their authorized business scope , and Sponsor registrations of certain of our directly
operated kindergartens are inconsistent wi th their actual  sponsorship structure, page 15

8. Quantify the number of schools that give rise  to each of these risk factors.

Corporate History and Structure, page 57

9. Revise this section to include a discussion of the concept of sponsorship under the PRC
regulatory system.  We note your statement in footnote 2 of the table on page 3 that
sponsorship concerning private schools is substantially similar to that of ownershi p.

Yanlai Shi
RYB  Education, Inc.
July 19, 2017
Page 3

 Please address how spon sorship differs from ownership and why the VIE sponsors rather
than owns Beijing RYB Education Training School.

Management’s Discussion and Analysis of Financial Condition an d Results of Operations

Key Components of Results of Operations , page 69

10. We note on page 21 that you entered into license agreements with certain overseas third
party content providers.  Please describe how you reported the license fee paid to these
providers in the statements of operations.

Critical Accou nting Policies, Judgements and Estimates, page 71

11. Please describe the critical estimates and assumptions involved in evaluating the
consolidation of variable interest entities in your critical accounting policies.

Results of Operations, page 77

12. We note  that your tuition fees have decreased as a percentage of revenue every year since
2014 (2014=78.6%; 2015=75.4%; 2016=72.1%).  Please discuss whether this  is
indicative of a negative trend in your results of operations.

Liquidit y and Capital Resources

Cash Flows and Working Capital, page 81

13. We note the regulatory requirements for payment of dividends from your PRC subsidiary
to the company.  Please make clear here that your PRC subsidiary has not paid dividends
and will not be able to pay dividends until  it generates accumulated profits and meets the
requirements for statutory reserve funds.  In addition, discuss the current regulatory
restrictions on funding your PRC operations from proceeds from this offering, including
how much of your total offering a mount would likely be available for investment in your
PRC operations and the timeframe for seeking approval for such investment.

Industry, page 90

14. We note the CAGR growth rates of revenue from year 2017 to 2021 were about 3% -7%
lower than the rates from  year 2011 -2016 in the private kindergarten market and play -
and-learn center market.  However, the change of CAGR growth rates for student
enrollments were less than 1% in both markets.  Please discuss the factor(s) th at
contribute to such differences.

Yanlai Shi
RYB  Education, Inc.
July 19, 2017
Page 4

 Related Party Transactions

Other Transactions with Related Parties, page 140

15. We note your disclosure indicating that you “expect” your loans to your directors to be
paid prior to effectiveness.  Please clarify that these loans must be repaid prior t o
effectiveness or the company  risks a violation of Section 402(k) of the Sarbanes -Oxley
Act of 2002.

Notes to Consolidated Financial Statements

2. Significant Accounting Policies

Cash and cash equivalents, page F -16

16. Please expand your accounting policy  to explain how you considered the definition of
cash equivalents in ASC 305 -10-20.

Revenue Recognition, page F -19

17. Please describe whether you offer a tuition refund if students enrolled in your
kindergarten and play -and-learn programs withdraw from the cla ss.  If so, tell us how you
recognized those refunds and whether they were material for all periods presented.

18. We note you consider franchisees to be customers for sales of educational merchandise.
Please tell us whether you offered discounts to the franchisees.  If so, tell us how you
recorded the discounts.

19. Please describe whether you recognized revenue net of VAT tax.  We note you are
subject to PRC VAT tax on certain services provided and products sold.

Recent Accounting Pronouncements Not Yet Adopted, page F -24

20. Your disclosure states that you are in the process of assessing the potential impacts of
Topic 6 06 on your financial statements.   Please revise to provide qualitative financial
statement disclosures of the potential impact that this standard will have on your financial
statements when adopted.  In this regard, include a description of the effects of the
accounting policies that you expect to apply, if determined, and a comparison to your
current revenue recognition policies.  Describe the status of your process to implement
the new standard and the significant implementation matters yet to be addresse d.  In
addition, to the extent that you determine the quantitative impact that adoption of Topic
606 is expected to have on your financial statements, please also disclose such amounts.
Please refer to ASC 250 -10-S99-6 and SAB Topic 11.M.

Yanlai Shi
RYB  Education, Inc.
July 19, 2017
Page 5

 22. Restricted N et Assets, page F -44

21. Please tell us the reason that you are not required to contribute the 10% of after -tax
profits as general reserve under PRC law and regulation.  We note the Company incurred
a net income in fiscal year 2016.

23. S ubsequent Events, page F -44

22. Please disclose the fair value of the share options granted subsequent to December 31,
2016.  Also disclose the exercise price of the options and the fair value of the underlying
shares.

You m ay contact Christie Wong, Staff Accountant,  at (202)  551-3684 or Terry French,
Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the
financial statements and related matters.  Please contact Joshua Shainess, Attorney -Adviser,  at
(202) 551 -7951 or me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Z. Julie Gao , Esq.
Skadden, Arps, Slate, Meagher & Flom  LLP