As
filed with the Securities and Exchange Commission on May 14, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
TCTM KIDS IT EDUCATION INC.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
Not Applicable |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification Number) |
6/F, No. 1 Andingmenwai Street, Litchi
Tower,
Chaoyang District, Beijing 100011,
People’s Republic of China
Tel:
+86-10-62135687
(Address of Principal Executive Offices and
Zip Code)
2024
Share Incentive Plan
(Full title of the plan)
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)
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.
| 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. ¨
Copies to:
|
Xiaobo Shao
Chief Financial Officer
TCTM Kids IT Education Inc.
6/F, No. 1 Andingmenwai Street, Litchi
Tower,
Chaoyang District, Beijing 100011,
People’s Republic of China
+86-10-62135687 |
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
46/F, Tower 2, Jing An Kerry Center
1539 Nanjing West Road,
Shanghai
People’s Republic of China
+86 (21)-6193-8200 |
Yilin Xu, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
30/F, China World Office 2
No. 1, Jianguomenwai Avenue
Chaoyang District
Beijing 100004,
China
+86 (10) 6535-5500 |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 2. | Registrant Information
and Employee Plan Annual Information* |
* Information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will
be separately provided to the participants covered by the 2024 Share Incentive Plan (the “Plan”), as specified by Rule 428(b)(1) under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by
TCTM Kids IT Education Inc. (the “Registrant”) with the Securities and Exchange Commission (the
“Commission”) are incorporated by reference herein:
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement
in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded
to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed
to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to be a part of this registration statement.
| Item 4. | Description of Securities |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
| Item 6. | Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent to
which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud
or the consequences of committing a crime. The Registrant’s fifth amended and restated articles of association, adopted by its shareholders
on February 27, 2014 and effective immediately prior to the completion of the initial public offering of the Registrant’s ADSs
representing its Class A ordinary shares, provides that the Registrant shall indemnify its directors and officers against all actions,
proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons in their capacity as such,
other than by reason of their own dishonesty, willful default, or fraud, in or about the conduct of the Registrant’s business or
affairs (including as a result of any mistake of judgment) or in the execution or discharge of their duties, powers, authorities or discretions,
including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such persons in
defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the
Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the
form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-194191),
the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such
persons in connection with claims made by reason of their being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers
liability insurance policy for its directors and officers.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
See the Index to Exhibits attached hereto.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement; |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to rule 424(b) of
the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on rule 430B
of the Securities Act or other than prospectuses filed in reliance on rule 430A of the Securities Act, shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (b) | The undersigned Registrant hereby
undertakes that, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution
of the securities, in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser: |
| (1) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required
to be filed pursuant to rule 424 of the Securities Act; |
| (2) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant
or used or referred to by the undersigned Registrant; |
| (3) | The portion of any other
free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and |
| (4) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (c) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (d) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
EXHIBIT INDEX
* Filed herewith.
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing,
China, on May 14, 2024.
| |
|
TCTM Kids IT Education Inc. |
| |
|
|
| |
By: |
/s/ Ying Sun |
| |
|
Name: |
Ying Sun |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly,
each of Ms. Ying Sun and Mr. Xiaobo Shao, with full power to act alone, as his or her true and lawful attorney-in-fact, with
the power of substitution, for and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Shaoyun Han |
|
Chairman of the Board of Directors |
|
May 14, 2024 |
| Shaoyun Han |
|
|
|
|
| |
|
|
|
|
| /s/ Jianguang Li |
|
Director |
|
May 14, 2024 |
| Jianguang Li |
|
|
|
|
| |
|
|
|
|
| /s/ Mingjie Sun |
|
Director |
|
May 14, 2024 |
| Mingjie Sun |
|
|
|
|
| |
|
|
|
|
| /s/ Shengwen Rong |
|
Director |
|
May 14, 2024 |
| Shengwen Rong |
|
|
|
|
| |
|
|
|
|
| /s/ Binshen Meng |
|
Director |
|
May 14, 2024 |
| Binshen Meng |
|
|
|
|
| |
|
|
|
|
| /s/ Xiaobo Shao |
|
Chief Financial Officer
(Principal Financial and Accounting |
|
May 14, 2024 |
| Xiaobo Shao |
|
Officer) |
|
|
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 TCTM Kids IT Education Inc. has signed this registration statement
or amendment thereto in Newark, Delaware on May 14, 2024.
| |
|
Authorized U.S. Representative |
| |
|
|
| |
|
|
| |
By: |
/s/ Donald J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director |
Exhibit 5.1
 |
CONYERS DILL &
PEARMAN
29th Floor
One Exchange Square
8 Connaught Place
Central
Hong Kong
T +852 2524 7106 | F +852 2845 9268 conyers.com |
14 May 2024
Matter No.: 838010
Doc. Ref.:109902598
(852) 2842 9506
christopher.bickley@conyers.com
alexander.doyle@conyers.com
TCTM Kids IT Education Inc.
6/F, No. 1 Andingmenwai Street
Lychee Plaza
Chaoyang District
Beijing 100011
The People’s Republic of China
Dear Sir/ Madam,
Re: TCTM Kids IT Education
Inc. (the “Company”)
We have acted as special Cayman
Islands legal counsel to the Company in connection with a registration statement on Form S-8 filed by the Company with the United
States Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration
Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached
as an exhibit or schedule thereto), relating to the registration of an aggregate of 6,000,000 class A ordinary shares with a par value
US$0.001 each (the “Shares”) issuable upon exercise of options and conversion of restricted share units and pursuant
to other awards granted under the Company’s 2024 Share Incentive Plan (the “Plan”, which term does not include
any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this
opinion, we have examined and relied upon copies of the following documents:
| 1.1. | the Registration Statement; and |
We have also reviewed copies
of:
| 1.3. | the fifth amended and restated memorandum of association of the Company and
the fifth amended and restated articles of association of the Company adopted by a special resolution on 3 March 2014 (the “Constitutional
Documents”); |
| 1.4. | the written resolutions of the directors of the Company passed on 28 February 2024
(the “Resolutions”); |
| 1.5. | a Certificate of Good Standing issued by the Registrar of Companies in relation
to the Company dated 23 April 2024 (the “Certificate Date”); |
| 1.6. | a certificate issued by a director of the Company dated 14 May 2024;
and |
| 1.7. | such other documents and made such enquiries as to questions of law as we
have deemed necessary in order to render the opinion set forth below. |
We have assumed:
| 2.1. | the genuineness and authenticity of all signatures and the conformity to
the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals
from which such copies were taken; |
| 2.2. | that where a document has been examined by us in draft form, it will be or
has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes
thereto have been marked or otherwise drawn to our attention; |
| 2.3. | the accuracy and completeness of all factual representations made in the
Registration Statement, the Plan and other documents reviewed by us; |
| 2.4. | that the Resolutions were passed at one or more duly convened, constituted
and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; |
| 2.5. | that the Constitutional Documents will not be amended in any manner that
would affect the opinions expressed herein; |
| 2.6. | that the issuance of the Shares will be in accordance with the terms of the
Plan; |
| 2.7. | that any conditions to which the Resolutions are subject will have been satisfied
and/or waived; |
| 2.8. | that there is no provision of the law of any jurisdiction, other than the
Cayman Islands, which would have any implication in relation to the opinions expressed herein; |
| 2.9. | that upon issue of any Shares by the Company, the Company will receive consideration
for the full issue price thereof which shall be equal to at least the par value thereof; |
| 2.10. | the validity and binding effect under the laws of the United States of America
of the Registration Statement and that the Registration Statement will be duly filed with the Commission; |
| 2.11. | that on the date of issue of any Shares, the Company will have sufficient
authorised but unissued Shares in its share capital; and |
| 2.12. | that on the date of issue of any award or Shares under the Plan, the Company is and after issuing any
award or Shares under the Plan, will be able to pay its debts. |
| 3.1. | We express no opinion with respect to the issue of Shares pursuant to any
provision of the Plan that purports to obligate the Company to issue Shares following the commencement of a winding up or liquidation. |
| 3.2. | We have made no investigation of and express no opinion in relation to the
laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of
the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is
issued solely for the purposes of the filing of the Registration Statement and the issue of the Shares by the Company and is not to be
relied upon in respect of any other matter. |
On the basis of and subject to
the foregoing, we are of the opinion that:
| 4.1. | The Company is duly incorporated and existing under the law of the Cayman
Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act
(the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and
the Registrar of Companies has no knowledge that the company is in default under the Act. |
| 4.2. | The Shares, when issued and paid for in accordance with the Plan, will be
validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders
thereof in connection with the issue or holding of such Shares). |
We hereby consent to the filing
of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we
are experts within the meaning of Section 11 of the Securities Act or that we come within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
| /s/ Conyers Dill &
Pearman |
|
| Conyers Dill & Pearman |
|
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of TCTM Kids IT Education Inc. on Form S-8 of our report dated April 19, 2024, with respect to our
audits of the consolidated financial statements of TCTM Kids IT Education Inc. as of December 31, 2022 and 2023 and for the years
ended December 31, 2021, 2022 and 2023 and our report dated April 19, 2024, with respect to our audit of internal control over
financial reporting of TCTM Kids IT Education Inc. as of December 31, 2023 appearing in the Annual Report on Form 20-F of TCTM
Kids IT Education Inc. for the year ended December 31, 2023.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
Beijing, China
May 14, 2024
Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
TCTM
Kids IT Education Inc.
(Exact Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
Security
Type | |
Security
Class
Title(1) | |
Fee
Calculation
Rule | |
Amount
Registered(2) | | |
Proposed
Maximum
Offering
Price
Per Share | | |
Maximum
Aggregate
Offering Price | | |
Fee Rate | | |
Amount of
Registration
Fee(1) | |
| Equity | |
Class A ordinary shares, par value $0.001 per share | |
Rule 457(c) and Rule 457(h) | |
| 6,000,000 | (3) | |
$ | 0.38 | (3) | |
$ | 2,295,000 | | |
$ | 0.0001476 | | |
$ | 338.74 | |
| | |
Total Offering Amounts | |
| | | |
| | | |
$ | 2,295,000 | | |
| | | |
$ | 338.74 | |
| |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| - | |
| |
Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 338.74 | |
| (1) | These shares may be represented by the Registrant’s American Depositary
Shares, or ADSs, each of which represents five Class A ordinary shares. The Registrant’s ADSs issuable upon deposit of the
Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-194662). |
| (2) | Represents Class A ordinary shares underlying awards reserved for future grants under the 2024 Share Incentive Plan (the “Plan”).
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share
dividends, or similar transactions as provided in the Plan. Any Class A ordinary shares covered by an award granted under the Plan
that terminates, expires, or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate
number of Class A ordinary shares that may be issued under the Plan. |
| (3) | These Class A ordinary shares are reserved for future award grants under the Plan. The number of Class A ordinary shares
available for issuance under the Plan has been estimated for the purposes of calculating the amount of the registration fee. The proposed
maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and
Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as
quoted on the Nasdaq Capital Market on May 13, 2024, adjusted for ADS to Class A ordinary share ratio. |
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