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United States securities and exchange commission logo
January 20, 2023
Peng Li
Chairman and Chief Executive Officer
QuantaSing Group Ltd
Room 710, 5/F, Building No. 1
Zone No. 1, Ronghe Road
Chaoyang District, Beijing 100102
People s Republic of China
Re: QuantaSing Group
Ltd
Amendment No. 1 to
Registration Statement on Form F-1
Filed January 13,
2023
File No. 333-268907
Dear Peng Li:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 12, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1. Please refer to the
prospectus cover page and the HFCAA disclosures. Please revise to
disclose that your
auditor, PricewaterhouseCoopers Zhong Tian LLP, is an independent
registered public
accounting firm based in mainland China. Please revise all HFCAA
disclosures throughout
the prospectus accordingly.
Peng Li
FirstName
QuantaSingLastNamePeng Li
Group Ltd
Comapany
January 20,NameQuantaSing
2023 Group Ltd
January
Page 2 20, 2023 Page 2
FirstName LastName
Regulatory Permissions and Licenses for Our Operations in China and This
Offering, page 2
2. We note your response comment 2 and reissue. In this regard, we note
that the revised
disclosure does not appear to address how, if implemented, the Draft
Rules Regarding
Overseas Listing might subject you to the filing requirements with the
CSRC for this
offering and listing or prohibit this offering or a future offering.
Please revise to discuss in
greater detail the facts and circumstances, including prohibited
circumstances, which
would subject the company to filing requirements with the CSRC for
this offering and
listing or a future offering.
Risk Factors
Risks Related to the ADSs and this Offering
The trading price of the ADSs is likely to be volatile, which could result in
substantial losses to
investors, page 75
3. We note your disclosure about stock price volatility of the securities
of some China-based
companies that have listed their securities in the United States since
their initial public
offerings in recent years; and how the price and trading volume for
the ADSs may be
highly volatile for factors specific to your operations. We also note
recent instances of
extreme stock price run-ups followed by rapid price declines and stock
price volatility
seemingly unrelated to a company's performance following a number of
recent initial
public offerings, particularly among companies with relatively small
public floats. Please
revise to address the potential for rapid and substantial price
volatility and any known
factors particular to your offering that may add to this risk, in
addition to contributing
factors you provide related to the general market and your operations.
Discuss the risks to
investors when investing in stock where the price is changing rapidly.
Clearly state that
such volatility, including any stock-run up, may be unrelated to your
actual or expected
operating performance and financial condition or prospects, making it
difficult for
prospective investors to assess the rapidly changing value of your
stock.
Amendment No. 1 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Three months ended September 30, 2022 compared to three months ended September
30, 2021,
page 114
4. We note your response to comment 3. The 26.9% decrease in financial
literacy revenue
appears to have resulted from a decrease in converting introductory
learners into paying
learners, driven by a decrease in marketing efforts targeted at
converting these learners.
In this regard, we note that you intend to continue these efforts to
diversify course
offerings by reallocating marketing efforts away from financial
literacy courses. It
therefore appears that historical financial literacy revenue is not
necessarily indicative of
future amounts. Please expand your discussion to clearly explain this
change in trend and
expected impact to results of operations pursuant to Item 5.D of Form
20-F as referenced
Peng Li
QuantaSing Group Ltd
January 20, 2023
Page 3
from Item 4 of Form F-1. Lastly, please quantify the factors contributing
to the change in
financial literacy revenue for the three months ended September 30, 2022,
including the
increase resulting from an increased repeat purchase rate, and the
decrease related to the
above.
Consent of Independent Registered Public Accounting Firm
Exhibit 99.1
5. Please have your auditors revise their consent to reference the amendment
to the
Registration Statement on Form F-1.
You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with
any other
questions.
Sincerely,
FirstName LastNamePeng Li
Division of
Corporation Finance
Comapany NameQuantaSing Group Ltd
Office of Trade &
Services
January 20, 2023 Page 3
cc: Dan Ouyang, Esq.
FirstName LastName