0001193125-19-163329.txt : 20190703 0001193125-19-163329.hdr.sgml : 20190703 20190603061909 ACCESSION NUMBER: 0001193125-19-163329 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSX Techedu Inc. CENTRAL INDEX KEY: 0001768259 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: TOWER C, BEYONDSOFT BLDG., 7 EAST ZONE STREET 2: 10 XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100193 BUSINESS PHONE: 861082826826 MAIL ADDRESS: STREET 1: TOWER C, BEYONDSOFT BLDG., 7 EAST ZONE STREET 2: 10 XIBEIWANG EAST ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100193 CORRESP 1 filename1.htm Issuer Acceleration Request

June 3, 2019

VIA EDGAR

Ms. Celeste M. Murphy

Mr. Robert S. Littlepage

Mr. Paul Fischer

Ms. Claire DeLabar

Office of Telecommunications

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

 

  Re:

GSX Techedu Inc. (CIK No. 0001768259)

   

Registration Statement on Form F-1 (File No. 333-231275)

   

Registration Statement on Form 8-A (File No. 001-38923)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, GSX Techedu Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (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 June 5, 2019, 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, 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 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

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 (the “Commission”) today.

[Signature page follows]

Very truly yours,
GSX Techedu Inc.
By:  

/s/ Larry Xiangdong Chen

Name:   Larry Xiangdong Chen
Title:   Chairman of the Board of Directors
and Chief Executive Officer

[Signature Page to Issuer Acceleration Request]