SecProbe.io

Mail Stop 3720

September 29, 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.
  Registration Statement on Form F-1
Filed  September 22, 2017
  File No.  333-220587

Dear Ms. Wang :

We have limited our review of your registration statement to those issues we have
addressed in our 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
requeste d 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.

Use of Proceeds, page 45

1. Please disclose, if true, that you are using the offering proceeds to repay loans you
incurred to pay an $87 million dividend to your controlling shareholder, Bain Capital
Education IV Cayman Limited, in September 2017.

Chelsea Wang
RISE Education Cayman Ltd.
September 29, 2017
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
62

Liquidity and Capital Resources, page 76

2. We note that, in September 2017, you amended your loan facility agreement with CTBC
Bank Co. Ltd. and drew down the entire short -term facility of $30 million and long -term
facility of $110 million.  Please discuss how you used or intend to use the loan proceeds,
including whether the loan proceeds were used to  pay the $87 million dividend to your
shareholder.  Also discuss how you intend to repay the long -term facility over the next
five years in light of the PRC regulatory requirements regarding dividends, fees and other
distributions from your PRC entities an d PRC regulations on currency conversion.  If you
plan to use the offering proceeds to repay all or a portion of the long -term loan, please
state this.

3. Please file the loan agreement(s) with CTBC Bank as an exhibit.

Management, page 127

Directors and Ex ecutive Officers, page 127

4. We note that at page 147 you state that you have provided for a staggered board of
directors in your post -IPO memorandum and articles of association.  Expand your
disclosure to provide the date of expiration of the current term of service of your directors
and to discuss any director class structure.  Refer to Item 6.C of Form 20 -F.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, c omments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Chelsea Wang
RISE Education Cayman Ltd.
September 29, 2017
Page 3

 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 – Telecommunications

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