COE 51Talk Online Education Group

 

As filed with the Securities and Exchange Commission on August 28, 2023

 

Registration No. 333-       

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

51Talk Online Education Group 

(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)

 

24 Raffles Place #17-04 Clifford Centre, 

Singapore 048621 

(Address of Principal Executive Offices and Zip Code)

 

 

2016 Share Incentive Plan 

(Full title of the plan)

 

 

Puglisi & Associates 

850 Library Avenue, Suite 204 

Newark, Delaware 19711 

+1 302-738-6680 

(Name, address, 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:

 

David Chung Investor Relations Vice President 51Talk Online Education Group Room 105, 17/F Tower I, Grand Century Place, 193 Prince Edward Road West, Mong Kok, Kowloon, Hong Kong, China. +852-2593-1112

Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 46/F, Tower II, Jing An Kerry Centre 1539 Nanjing West Road Shanghai 200040, 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

 

 

 

EXPLANATORY NOTE

 

This registration statement on Form S-8 (“Registration Statement”) is filed pursuant to General Instruction E to Form S-8 for the purposes of registering an aggregate of 25,000,000 additional Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”) of 51Talk Online Education Group (the “Registrant”), which is the estimated aggregate number of shares that are reserved for future award grants under the 2016 Plan by the end of 2026.

 

These 25,000,000 additional Class A Ordinary Shares are of the same class as other securities, for which a registration statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2016 (File No. 333-213457) and another Form S-8 was filed with the Commission on December 28, 2018 (File No. 333-229055) (collectively the “Prior Registration Statements”), but were not registered under the Prior Registration Statements.  In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference into this Registration Statement, except as otherwise set forth herein.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

 

The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:

 

(a)

The Registrant’s registration statement on Form S-8 (File No. 333-213457) as filed with the Commission on September 2, 2016;

 

(b)

The Registrant’s registration statement on Form S-8 (File No. 333-229055) as filed with the Commission on December 28, 2018;

 

(c)

The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 6, 2023; and

 

(d)

The description of the securities being registered is set forth in “Description of Securities,” filed as Exhibit 2.6 to the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 6, 2023, which description is incorporated herein by reference.

 

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 8.

Exhibits

 

See the Index to Exhibits attached hereto.

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
4.1	Sixth Amended and Restated Memorandum and Articles of Association of the Registrant, adopted on September 30, 2022 (incorporated herein by reference to Exhibit 3.1 to the Form 6-K (File No. 001-37790), filed with the SEC on September 30, 2022)
4.2	Registrant’s Specimen Certificate for Class A ordinary shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended (File No. 333-211315))
4.3	Deposit Agreement dated June 9, 2016 among the Registrant, the depositary and holders of the American Depositary Receipts (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-213457))
5.1*	Opinion of Travers Thorp Alberga, regarding the legality of the Class A ordinary shares being registered
10.1	2016 Share Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1, as amended (File No. 333-211315))
23.1*	Consent of PricewaterhouseCoopers Zhong Tian LLP
23.2*	Consent of Travers Thorp Alberga (included in Exhibit 5.1)
23.3*	Consent of Marcum Asia CPAs LLP, Independent Registered Public Accounting Firm
24.1*	Powers of Attorney (included on signature page hereto)
107.1*	Filing Fee Table

 

*            Filed herewith.

 

 

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on August 28, 2023.

 

	51Talk Online Education Group
	By:	/s/ Jack Jiajia Huang
		Name: Jack Jiajia Huang
		Title:   Director and 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 Jack Jiajia Huang and Cindy Chun Tang, 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 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature	Title	Date
/s/ Jack Jiajia Huang	Director and Chief Executive Officer	August 28, 2023
Jack Jiajia Huang	(Principal Executive Officer)
/s/ Ting Shu	Director	August 28, 2023
Ting Shu
/s/ Cindy Chun Tang	Chief Financial Officer	August 28, 2023
Cindy Chun Tang	(Principal Financial Officer)
/s/ Frank Lin	Director	August 28, 2023
Frank Lin
/s/ Shengwen Rong	Director	August 28, 2023
Shengwen Rong
/s/ Xiaoguang Wu	Director	August 28, 2023
Xiaoguang Wu

 

 

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 51Talk Online Education Group, has signed this registration statement or amendment thereto in Newark, Delaware, United States of America on August 28, 2023.

 

		Authorized U.S. Representative
	By:	/s/ Donald J. Puglisi
		Name: Donald J. Puglisi
		Title:   Managing Director

 

 

Exhibit 5.1

 

 

 

Office:	+852 2801 6066
Mobile:	+852 9718 8740
Email:	rthorp@tta.lawyer

 

To:	51Talk Online Education Group
	2nd Floor, Harbour Place
	103 South Church Street
	P.O. Box 472, George Town
	Grand Cayman KYI-1106
	Cayman Islands

 

28 August 2023

 

Dear Sirs

 

51Talk Online Education Group

 

We have examined the Registration Statement on Form S-8 to be filed by 51Talk Online Education Group, a Cayman Islands exempted company incorporated with limited liability (the "Registrant"), with the Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of an amount of Class A Ordinary Shares of the Registrant (the "Shares") for issuance pursuant to the 2016 Share Incentive Plan (the "Plan").

 

As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plan and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorizing the issue.

 

It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and nonassessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

 

Yours faithfully
/s/ TRAVERS THORP ALBERGA
TRAVERS THORP ALBERGA

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of 51Talk Online Education Group (formerly known as China Online Education Group) of our report dated May 2, 2022, except for the effects of discontinued operations, change of reporting currency and change of ADS ratio discussed in Note 2(c) to the consolidated financial statements, as to which the date is April 6, 2023 relating to the financial statements, which appears in 51Talk Online Education Group's Annual Report on Form 20-F for the year ended December 31, 2022.

 

/s/ PricewaterhouseCoopers Zhong Tian LLP
Beijing, the People’s Republic of China
August 28, 2023

 

 

Exhibit 23.3

 

 

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 of 51Talk Online Education Group of our report dated April 6, 2023 with respect to our audit of the consolidated financial statements of 51Talk Online Education Group as of December 31, 2022 and for the year ended December 31, 2022 appearing in the Annual Report on Form 20-F of 51Talk Online Education Group for the year ended December 31, 2022.

 

/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
New York, NY
August 28, 2023

 

NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001 

Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com

 

 

Exhibit 107.1

 

Calculation of Filing Fee Table

 

Form S-8
(Form Type)

 

51Talk Online Education Group
(Exact Name of Registrant as Specified in its Charter)

 

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 $0.0001 per share		Rule 457(c) and Rule 457(h)			25,000,000	(3)		$	0.12	(3)		$	2,958,333.33			$	0.0001102			$	326.01
		Total Offering Amounts					25,000,000							$	2,958,333.33							$	326.01
		Total Fee Offsets																					—
		Net Fee Due																				$	326.01

 

(1)

These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents 60 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 (File No. 333-211672).

 

(2)

Represents Class A ordinary shares underlying awards reserved for future grants under the 2016 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 NYSE American on August 23, 2023, adjusted for ADS to Class A ordinary share ratio.

 

 

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