SecProbe.io

September 14, 2017

Chelsea Wang
Chief Financial Officer
RISE Education Cayman Ltd.
Room 101, Jia He Guo Xin Mansion
No.15 Baiqiao Street, Guangqumennei, Dongcheng District
Beijing 100062
People’s Republic of China

Re: RISE Education Cayman Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September 6, 2017
  CIK No. 0001712178

Dear Ms. Wang :

We have reviewed your amended 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 sta tement 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.

Risk Factors, page 12

A number of learning centers operate without the required licenses, permits, filings or
registrations, page 13

1. We reissue our prior comment 6 in part.  Please discuss how non -compliance with the
mentioned regulations could affect your business operations and results.

Chelsea Wang
RISE Education Cayman Ltd.
September 14, 2017
Page 2

 Use of Proceeds, page 44

2. We note your responses to our prior comments 8 and 9.  Consistent with y our responses,
please clarify your disclosure to state the following:
 the uses of proceeds specified here can generally be accomplished without
transferring funds into the PRC,
 the current cash reserves held by your PRC affiliated entities, combined with  the cash
generated from their operating activities, will be sufficient for your operating and
expansion needs within the PRC over the foreseeable future, and
 you are currently unable to make loans or capital contributions to your WFOE.

3. Please disclose wh ether you intend to use any of the offering proceeds to make payments
to affiliates.  For example, we note your disclosure on page 134 that you will make a
lump sum payment to Bain Capital in connection with terminating the consulting
agreement, you have m ade entrustment loans to an affiliate of Bain Capital, and you plan
to enter into an acquisition to acquire a company affiliated with Bain Capital.

Holding Company Structure, page 79

4. The table on page 80 discloses material changes in the respective ass et contributions of
each level of your consolidated operations  as of June 30, 2017  compared to the end of
2016 .  For example, we note that the percentage of total assets of your WFOE increased
from 16% to 40% while the percentage of total assets of your VIE and its subsidiaries and
schools decreased fro m 49% to 29%.  Please discuss the reasons for these changes.

You may contact Charles Eastman, Staff Accountant, at (202) 551 -3794 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 Courtney Lindsay, Staff Attorney, at
(202) 551 -7237 or Kathleen Krebs, Special Counsel, at (202) 551 -3350 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommu nications

Cc: David T. Zhang, Esq.
Benjamin W. James, Esq.
 Kirkland & Ellis International LLP