SEC Form S-8 POS filed by Youdao Inc.

As filed with the Securities and Exchange Commission on November 26, 2024

Registration No. 333-235688 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Youdao, Inc.

(Exact name of registrant as specified in its charter)

Share Incentive Plan
(Full title of the plan)

(Name and address of agent for service)

+1 800-221-0102

(Telephone number, including area code, of agent for service)

Copies to:

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.

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. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 is being filed solely for the purpose of filing Exhibit 10.2 to this registration statement on Form S-8 (Registration No. 333-235688), which was initially filed on December 23, 2019 (the “Registration Statement”), and amending the exhibit index of the Registration Statement, to reflect an amendment of the First Amended and Restated 2015 Share Incentive Plan. The Second Amended and Restated 2015 Share Incentive Plan is filed herewith as Exhibit 10.2. No additional securities are being registered. No changes have been made to the Registration Statement other than this explanatory note and the exhibit index of the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of the cover page, this explanatory note, the amended exhibit index of the Registration Statement and the exhibits filed herewith.

EXHIBIT INDEX

* Filed herewith.

† Previously filed.

Signatures

Pursuant to the requirements of the Securities Act of 1933, 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.1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on November 26, 2024.

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.1 to the Registration Statement has been signed by the following persons in the capacities indicated on November 26, 2024.

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 Youdao, Inc., has signed this this Post-Effective Amendment No.1 to the Registration Statement in New York on November 26, 2024.