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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GSX Techedu Inc | NYSE:GSX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.08 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on November 21, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GSX Techedu Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
Cayman Islands | 8200 | Not Applicable | ||
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Tower C, Beyondsoft Building, 7 East Zone,
10 Xibeiwang East Road
Haidian District, Beijing 100193
Peoples Republic of China
+86 10 8282-6826
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1-302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queens Road Central Hong Kong +852 3740-4700 |
Dan Ouyang, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation Unit 2901, 29F, Tower C, Beijing Yintai Center No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 The Peoples Republic of China +86 10-6529-8300 |
|
Weiheng Chen, Esq. Wilson Sonsini Goodrich & Rosati Suite 1509, 15F, Jardine House 1 Connaught Place, Central Hong Kong +852 3972-4955 |
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-234755
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☒
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of each class of securities to be registered |
Amount to be
registered(2)(3) |
Proposed maximum
offering price per share(3) |
Proposed maximum
aggregate
|
Amount of registration fee |
||||
Class A Ordinary Shares, par value US$0.0001 per share(1) |
2,300,000 | US$21.00 | US$48,300,000 | US$6,269.34 | ||||
|
||||||||
|
(1) |
American depositary shares issuable upon deposit of Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-231726). Every three American depositary share represents two Class A ordinary shares. |
(2) |
Includes Class A ordinary shares that are issuable upon the exercise of the underwriters option to purchase additional shares. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. |
(3) |
Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. |
The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-234755) initially filed by GSX Techedu Inc. (the Company) with the Securities and Exchange Commission (the Commission) on November 18, 2019, which was declared effective by the Commission on November 20, 2019, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto.
2
GSX Techedu Inc.
Exhibit Index
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 F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on November 21, 2019.
GSX Techedu Inc. | ||
By: |
/s/ Larry Xiangdong Chen |
|
Name: | Larry Xiangdong Chen | |
Title: | Chairman of the Board of Directors and Chief Executive Officer |
4
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on November 21, 2019.
*By: /s/ Larry Xiangdong Chen |
||
Name: Larry Xiangdong Chen Attorney-in-fact |
5
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of GSX Techedu Inc. has signed this registration statement or amendment thereto in Newark, Delaware, United States on November 21, 2019.
Authorized U.S. Representative | ||
By: |
/s/ Donald J. Puglisi |
|
Name: Donald J. Puglisi | ||
Title: Managing Director Puglisi & Associates |
6
1 Year GSX Techedu Chart |
1 Month GSX Techedu Chart |
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