0001104659-23-063802.txt : 20230524 0001104659-23-063802.hdr.sgml : 20230524 20230524060237 ACCESSION NUMBER: 0001104659-23-063802 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230524 DATE AS OF CHANGE: 20230524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 51Talk Online Education Group CENTRAL INDEX KEY: 0001659494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-37790 FILM NUMBER: 23950484 BUSINESS ADDRESS: STREET 1: 24 RAFFLES PLACE #17-04 CLIFFORD CENTRE CITY: SINGAPORE STATE: U0 ZIP: 048621 BUSINESS PHONE: 8610-56928909 MAIL ADDRESS: STREET 1: 24 RAFFLES PLACE #17-04 CLIFFORD CENTRE CITY: SINGAPORE STATE: U0 ZIP: 048621 FORMER COMPANY: FORMER CONFORMED NAME: China Online Education Group DATE OF NAME CHANGE: 20151127 8-A12B 1 tm2316561d1_8a12b.htm 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

51Talk Online Education Group

(Exact name of registrant as specified in its charter)

Cayman Islands

Not Applicable

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

24 Raffles Place #17-04 Clifford Centre,

Singapore 048621

(Address of principal executive offices, including zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered

American depositary shares, each representing sixty Class A ordinary shares		NYSE American LLC
Class A ordinary shares, par value US$0.0001 per share*		NYSE American LLC

Not for trading, but only in connection with the listing of the American depositary shares on the NYSE American LLC. The American depositary shares represent Class A ordinary shares and are registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6 (Registration No. 333-211672). Accordingly, the American depositary shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-211315 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None.

EXPLANATORY NOTE

This registration statement on Form 8-A is being filed by 51Talk Online Education Group, a Cayman Islands company, with the Securities and Exchange Commission in connection with the registration of its American depositary shares, each representing sixty Class A ordinary shares, and Class A ordinary shares, par value US$0.0001 per share, under Section 12(b) of the Securities Exchange Act of 1934, as amended, and the transfer of the listing of its American depositary shares from the New York Stock Exchange to the NYSE American LLC.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.

Description of Registrant’s Securities to be Registered.

The description of the securities being registered is set forth in “Description of Securities,” filed as exhibit 2.6 to the registrant’s annual report on Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission on April 6, 2023, which description is incorporated herein by reference.

Item 2.

Exhibits.

No exhibits are required to be filed because the securities being registered on this form (1) are being registered on an exchange on which no other securities of the Registrant are registered, and (2) are not being registered pursuant to Section 12(g) of the Exchange Act.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	51Talk Online Education Group

By:	/s/ Cindy Chun Tang
	Name:	Cindy Chun Tang
	Title:	Chief Financial Officer

Dated: May 24, 2023