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    SEC Form S-8 POS filed by 17 Education & Technology Group Inc.

    6/20/25 8:06:53 AM ET
    $YQ
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    S-8 POS 1 yq-s8pos-06-13-2025.htm S-8 POS S-8 POS

    As filed with the Securities and Exchange Commission on June 20, 2025

    Registration No. 333-255632

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 2

    TO

    FORM S-8

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    17 Education & Technology Group Inc.

    (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)

     

    16/F, Block B, Wangjing Greenland Center

    Chaoyang District, Beijing 100102

    People’s Republic of China

    (Address of Principal Executive Offices and Zip Code)

     

     

    Sixth Amended and Restated 2015 Share Option Plan

    Third Amended and Restated 2018 Share Option Plan

    Second Amended and Restated 2020 Share Incentive Plan

    (Full title of the plan)

     

     

    Cogency Global Inc.

    122 East 42nd Street, 18th Floor

    New York, NY 10168

    +1 800 221-0102

    (Name, address, including zip code, 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 Securities Exchange Act of 1934 (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 of 1933, as amended (the “Securities Act”). x

    Copies to:

    Sishi Zhou

    Acting Chief Financial Officer

    17 Education & Technology Group Inc.

    16/F, Block B, Wangjing Greenland Center

    Chaoyang District, Beijing 100102

    People’s Republic of China

    +86 (10) 6479 6786

    Will H. Cai, Esq.

    Cooley LLP

    c/o 35th Floor Two Exchange Square

    8 Connaught Place

    Central, Hong Kong

    +852 3758 1200

    Yilin Xu, Esq.

    Cooley LLP

    51/F, China World Tower A

    No. 1, Jian Guo Men Wai Avenue

    Beijing 100004, China

    +86 (10) 8540 0695

     

     


     

     

    EXPLANATORY NOTE

    This Post-Effective Amendment No. 2 (the “Amendment”) to Registration Statement on Form S-8 of 17 Education & Technology Group Inc. (the “Company”), as originally filed on April 30, 2021 and amended on March 10, 2022 (as amended, the “Registration Statement”), is being filed to amend the exhibit index set forth in the Registration Statement to reflect the amendments and restatements of several share option and incentive plans the Company previously adopted.

    Effective on April 23, 2025, the board of directors of the Company approved amendments to extend the expiration dates of the outstanding options grants and the overall term of each of the following plans to December 31, 2035, with no other substantive amendments made:

    •
    The Fifth Amended and Restated 2015 Share Option Plan, restated as the Six Amended and Restated 2015 Share Option Plan;
    •
    The Second Amended and Restated 2018 Share Option Plan, restated as the Third Amended and Restated 2018 Share Option Plan; and
    •
    The Amended and Restated 2020 Share Incentive Plan, restated as the Second Amended and Restated 2020 Share Incentive Plan.

    The Sixth Amended and Restated 2015 Share Option Plan, the Third Amended and Restated 2018 Share Option Plan and the Second Amended and Restated 2020 Share Incentive Plan are incorporated by reference herein as Exhibits 10.1, 10.2 and 10.3 and replace previous Exhibits 10.1, 10.2 and 10.3 of the Registration Statement. No additional securities are being registered. No changes have been made to the Registration Statement other than this explanatory note and exhibit index of the Registration Statement.

     

     

     


     

    EXHIBIT INDEX

    Exhibit Number

    Description

    4.1†

    Seventh Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-250079), as amended, initially filed with the Securities and Exchange Commission on November 13, 2020)

    4.2†

    Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the to the registration statement on Form F-1 (File No. 333-250079) as amended initially filed with the Securities and Exchange Commission on November 13, 2020)

    4.3†

    Deposit Agreement among the Registrant, the Bank of New York Mellon as the depositary and owners and holders of the American Depositary Shares dated December 3, 2020 (incorporated herein by reference to Exhibit 4.3 to the Form S-8 filed on April 30, 2021 (File No. 333-255632))

    5.1†

    Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Class A Ordinary Shares being registered

    10.1

    Sixth Amended and Restated 2015 Share Option Plan (incorporated herein by reference to Exhibit 99.1 to the Form 6-K filed on April 25, 2025 (File No. 001-39742))

    10.2

    Third Amended and Restated 2018 Share Option Plan (incorporated herein by reference to Exhibit 99.2 to the Form 6-K filed on April 25, 2025 (File No. 001-39742))

    10.3

    Second Amended and Restated 2020 Share Incentive Plan (incorporated herein by reference to Exhibit 99.3 to the Form 6-K filed on April 25, 2025 (File No. 001-39742))

    23.1†

    Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm

    23.2†

    Consent of Maples and Calder (Hong Kong) LLP

    24.1†

    Power of Attorney (included on the signature page hereto)

     

    † Previously filed.

     

     

     


     

    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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on June 20, 2025.

     

     

    17 Education & Technology Group Inc.

     

     

     

     

    By:

    /s/ Andy Chang Liu

     

     

    Name:

    Andy Chang Liu

     

     

    Title:

    Chairman and Chief Executive Officer

     

     

     

     


     

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities on June 20, 2025.

    Signature

     

    Title

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Andy Chang Liu

    Andy Chang Liu

     

    Chairman of the Board of Directors and Chief Executive Officer

    (Principal Executive Officer)

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Sishi Zhou

    Sishi Zhou

     

    Acting Chief Financial Officer

    (Principal Financial Officer)

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Michael Chao Du

    Michael Chao Du

     

    Director

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Na Ai

    Na Ai

     

    Director

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Jiawei Gan

    Jiawei Gan

     

    Director

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Bing Yuan

    Bing Yuan

     

    Director

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Minghui Wu

    Minghui Wu

     

    Director

     

     

     

     

     

     

     

     

     

     

     

     

    /s/ Gui Jia

    Gui Jia

     

    Director

     

     

     

     


     

    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 17 Education & Technology Group Inc. has signed this Post-Effective Amendment No. 2 to the Registration Statement in New York, New York on June 20, 2025.

     

     

     

    Authorized U.S. Representative

     

     

    Cogency Global Inc.

     

    By:

    /s/ Colleen A. De Vries

     

     

    Name:

    Colleen A. De Vries

     

     

    Title:

    Senior Vice President on behalf of Cogency Global Inc.

     

     

     

     


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