Correspondence 0001193125-23-013172 from QuantaSing Group Ltd (QSG) (CIK 0001932770) (HERE)
QuantaSing Group Ltd (QSG) (CIK 0001932770)
Date: Jan. 23, 2023 · CIK: 0001932770 · Accession: 0001193125-23-013172
AI Filing Summary & Sentiment
File numbers found in text: 001-41590, 333-268907
Letter
VIA EDGAR Division of Corporation Finance Office of Trade and Services Washington, D.C. 20549 Re: QuantaSing Group Limited (CIK No. 0001932770) Registration Statement on Form F-1 (File No. 333-268907) Registration Statement on Form 8-A (File No. 001-41590)
Dear Mr. Shapiro, Ms. Brillant, Ms. Beysolow and Mr. Field,
Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, QuantaSing Group Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “F-1 Registration Statement”), be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on January 24, 2023, or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).
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 Statements 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, Wilson Sonsini Goodrich & Rosati, Professional Corporation.
The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.
[Signature page follows]
Very truly yours,
QuantaSing Group Limited
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CORRESP 1 filename1.htm CORRESP January 23, 2023 VIA EDGAR Mr. Robert Shapiro Ms. Theresa Brillant Ms. Jennie Beysolow Mr. Donald Field Division of Corporation Finance Office of Trade and Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: QuantaSing Group Limited (CIK No. 0001932770) Registration Statement on Form F-1 (File No. 333-268907) Registration Statement on Form 8-A (File No. 001-41590) Dear Mr. Shapiro, Ms. Brillant, Ms. Beysolow and Mr. Field, Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, QuantaSing Group Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “F-1 Registration Statement”), be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on January 24, 2023, or as soon thereafter as practicable. The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”). 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 Statements 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, Wilson Sonsini Goodrich & Rosati, Professional Corporation. The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today. [Signature page follows] Very truly yours, QuantaSing Group Limited By: /s/ Peng Li Name: Peng Li Title: Chairman and Chief Executive Officer