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Correspondence 0000950170-23-028734 from Gaotu Techedu Inc. (GOTU) (CIK 0001768259) (GOTU)

Gaotu Techedu Inc. (GOTU) (CIK 0001768259)
Date: June 20, 2023 · CIK: 0001768259 · Accession: 0000950170-23-028734

Financial Reporting Regulatory Compliance Internal Controls

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File numbers found in text: 001-38923

Referenced dates: June 13, 2023

Date
June 20, 2023
Author
/s/ Nan Shen
Form
CORRESP
Company
Gaotu Techedu Inc. (GOTU) (CIK 0001768259)

Letter

VIA EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Filed on February 28, 2023 Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022 Filed on April 18, 2023 File No. 001-38923

Dear Mr. Parker, Mr. Stringer, Mr. King, Ms. Beech, Ms. Gowetski and Mr. Pattan:

The Company has received the letter dated June 13, 2023 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the Company’s Form 6-K filed with the Commission on February 28, 2023 (the “Form 6-K”) and the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 18, 2023 (the “2022 Form 20-F”). The Company respectfully submits to the Staff to request an extension to the deadline for responding to the letter due to the additional time required to gather sufficient information and prepare thorough responses to address the Staff’s comments. The Company will provide its response to the letter as soon as possible, in any event no later than July 13, 2023.

If you have any additional questions or comments regarding the Form 6-K or the 2022 Form 20-F, please contact the undersigned at shennan@gaotu.cn or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 (21) 6193-8210 or via e-mail at haiping.li@skadden.com.

Very truly yours,
/s/ Nan Shen

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CORRESP
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  CORRESP

  Gaotu TECHEDU INC.

  5F, Gientech Building, 7 East Zone,

  10 Xibeiwang East Road

  Haidian District, Beijing 100193

  People’s Republic of China

  June 20, 2023

  VIA EDGAR

  Mr. Joel Parker

  Mr. Scott Stringer

  Mr. Dietrich King

  Ms. Taylor Beech

  Ms. Jennifer Gowetski

  Mr. Austin Pattan

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

  RE: Gaotu Techedu Inc. (the “Company”)

          Report of Foreign Issuer on Form 6-K

          Filed on February 28, 2023

          Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022

          Filed on April 18, 2023

          File No. 001-38923

  Dear Mr. Parker, Mr. Stringer, Mr. King, Ms. Beech, Ms. Gowetski and Mr. Pattan:

  The Company has received the letter dated June 13, 2023 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the Company’s Form 6-K filed with the Commission on February 28, 2023 (the “Form 6-K”) and the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 18, 2023 (the “2022 Form 20-F”). The Company respectfully submits to the Staff to request an extension to the deadline for responding to the letter due to the additional time required to gather sufficient information and prepare thorough responses to address the Staff’s comments. The Company will provide its response to the letter as soon as possible, in any event no later than July 13, 2023.

  If you have any additional questions or comments regarding the Form 6-K or the 2022 Form 20-F, please contact the undersigned at shennan@gaotu.cn or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 (21) 6193-8210 or via e-mail at haiping.li@skadden.com.

               Very truly yours,

  /s/ Nan Shen

  Name: Nan Shen

  Title:   Chief Financial Officer

  cc:	Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

          Yilin Xu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

          Lili Shan, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

  677316.02-HKGSR01A - MSW