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 Registrant’s 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
People’s Republic of China
+86 10 8282-6826
(Address,
including zip code, and telephone number, including area code, of Registrant’s 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 Queen’s 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 People’s 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
offering price(2)(3)
|
|
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.