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United States securities and exchange commission logo
September 15, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People s Republic of China
Re: Jianzhi Education
Technology Group Co Ltd
Amendment No. 2 to
Registration Statement on Form F-1
Filed September 2,
2021
File No. 333-257865
Dear Mr. Hu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
References to prior
comments are to comments in our August 16, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Cover Page, page i
1. We note your response
to Comment 3 and your new disclosure on the prospectus cover
page where you indicate
that "in the context of describing our operations and consolidated
financial information,"
the terms "we," "us," and "our" refer to your VIEs. As we noted in
Comment 3, you should
refrain from using terms such as "we" or "our" when describing
activities or functions
of a VIE. Please revise your disclosure describing your operations
and consolidated
financial information accordingly.
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany 15,
September NameJianzhi
2021 Education Technology Group Co Ltd
September
Page 2 15, 2021 Page 2
FirstName LastName
Prospectus Summary
Our VIEs and China Operations, page 4
2. In this section you state that "[t]he approval of the CSRC or other
PRC government
authorities may be required in connection with this offering under PRC
law, and, if so
required, we cannot predict whether or for how long we will be able to
obtain such
approval and, even if we obtain such approval, the approval could be
rescinded." Please
clarify and affirmatively state whether your offering currently
requires approval. If it is
unclear whether your offering requires approval at this time, please
significantly enhance
your disclosure to explain why. Discuss any efforts you have
undertaken to determine
whether approval is required, and explain why you believe it is
appropriate to move
forward with this offering without a definitive answer to the question
of approvals.
You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at
202-551-3309
if you have questions regarding comments on the financial statements and
related
matters. Please contact Charlie Guidry at 202-551-3621 or Jacqueline Kaufman at
202-551-3797
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Steve Lin