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Name | Symbol | Market | Type |
---|---|---|---|
51Talk Online Education Group | NYSE:COE | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.02 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on August 28, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 Number) |
24 Raffles Place #17-04 Clifford Centre,
Singapore 048621
(Address of Principal Executive Offices and Zip Code)
2016 Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | x | Smaller reporting company | ¨ | |
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Copies to:
David Chung 51Talk Online Education Room 105, 17/F Tower I, Grand |
Haiping Li, Esq. |
Yilin Xu, Esq. |
EXPLANATORY NOTE
This registration statement on Form S-8 (“Registration Statement”) is filed pursuant to General Instruction E to Form S-8 for the purposes of registering an aggregate of 25,000,000 additional Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”) of 51Talk Online Education Group (the “Registrant”), which is the estimated aggregate number of shares that are reserved for future award grants under the 2016 Plan by the end of 2026.
These 25,000,000 additional Class A Ordinary Shares are of the same class as other securities, for which a registration statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2016 (File No. 333-213457) and another Form S-8 was filed with the Commission on December 28, 2018 (File No. 333-229055) (collectively the “Prior Registration Statements”), but were not registered under the Prior Registration Statements. In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference into this Registration Statement, except as otherwise set forth herein.
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:
(a) | The Registrant’s registration statement on Form S-8 (File No. 333-213457) as filed with the Commission on September 2, 2016; |
(b) | The Registrant’s registration statement on Form S-8 (File No. 333-229055) as filed with the Commission on December 28, 2018; |
(c) | The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 6, 2023; and |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 8. | Exhibits |
See the Index to Exhibits attached hereto.
2
EXHIBIT INDEX
* Filed herewith.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on August 28, 2023.
51Talk Online Education Group | ||
By: | /s/ Jack Jiajia Huang | |
Name: Jack Jiajia Huang | ||
Title: Director and Chief Executive Officer |
4
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Jack Jiajia Huang and Cindy Chun Tang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ Jack Jiajia Huang | Director and Chief Executive Officer | August 28, 2023 |
Jack Jiajia Huang | (Principal Executive Officer) | |
/s/ Ting Shu | Director | August 28, 2023 |
Ting Shu | ||
/s/ Cindy Chun Tang | Chief Financial Officer | August 28, 2023 |
Cindy Chun Tang | (Principal Financial Officer) | |
/s/ Frank Lin | Director | August 28, 2023 |
Frank Lin | ||
/s/ Shengwen Rong | Director | August 28, 2023 |
Shengwen Rong | ||
/s/ Xiaoguang Wu | Director | August 28, 2023 |
Xiaoguang Wu |
5
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of 51Talk Online Education Group, has signed this registration statement or amendment thereto in Newark, Delaware, United States of America on August 28, 2023.
Authorized U.S. Representative | ||
By: | /s/ Donald J. Puglisi | |
Name: Donald J. Puglisi | ||
Title: Managing Director |
6
Exhibit 5.1
Office: | +852 2801 6066 |
Mobile: | +852 9718 8740 |
Email: | rthorp@tta.lawyer |
To: | 51Talk Online Education Group |
2nd Floor, Harbour Place | |
103 South Church Street | |
P.O. Box 472, George Town | |
Grand Cayman KYI-1106 | |
Cayman Islands |
28 August 2023
Dear Sirs
51Talk Online Education Group
We have examined the Registration Statement on Form S-8 to be filed by 51Talk Online Education Group, a Cayman Islands exempted company incorporated with limited liability (the "Registrant"), with the Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of an amount of Class A Ordinary Shares of the Registrant (the "Shares") for issuance pursuant to the 2016 Share Incentive Plan (the "Plan").
As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plan and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorizing the issue.
It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.
Yours faithfully | |
/s/ TRAVERS THORP ALBERGA | |
TRAVERS THORP ALBERGA |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of 51Talk Online Education Group (formerly known as China Online Education Group) of our report dated May 2, 2022, except for the effects of discontinued operations, change of reporting currency and change of ADS ratio discussed in Note 2(c) to the consolidated financial statements, as to which the date is April 6, 2023 relating to the financial statements, which appears in 51Talk Online Education Group's Annual Report on Form 20-F for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers Zhong Tian LLP | |
Beijing, the People’s Republic of China | |
August 28, 2023 |
Exhibit 23.3
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in the Registration Statement on Form S-8 of 51Talk Online Education Group of our report dated April 6, 2023 with respect to our audit of the consolidated financial statements of 51Talk Online Education Group as of December 31, 2022 and for the year ended December 31, 2022 appearing in the Annual Report on Form 20-F of 51Talk Online Education Group for the year ended December 31, 2022.
/s/ Marcum Asia CPAs LLP | |
Marcum Asia CPAs LLP | |
New York, NY | |
August 28, 2023 |
NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com
Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
51Talk
Online Education Group
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
Security Type | Security Class Title(1) | Fee Calculation Rule | Amount Registered(2) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(1) | |||||||||||||||||
Equity | Class A ordinary shares, par value $0.0001 per share | Rule 457(c) and Rule 457(h) | 25,000,000 | (3) | $ | 0.12 | (3) | $ | 2,958,333.33 | $ | 0.0001102 | $ | 326.01 | |||||||||||
Total Offering Amounts | 25,000,000 | $ | 2,958,333.33 | $ | 326.01 | |||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||
Net Fee Due | $ | 326.01 |
(1) | These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents 60 Class A ordinary shares. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-211672). |
(2) | Represents Class A ordinary shares underlying awards reserved for future grants under the 2016 Share Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends, or similar transactions as provided in the Plan. Any Class A ordinary shares covered by an award granted under the Plan that terminates, expires, or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plan. |
(3) | These Class A ordinary shares are reserved for future award grants under the Plan. The number of Class A ordinary shares available for issuance under the Plan has been estimated for the purposes of calculating the amount of the registration fee. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the NYSE American on August 23, 2023, adjusted for ADS to Class A ordinary share ratio. |
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