YQ 20-F/A
17 Education & Technology Group Inc. (YQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number:
(Exact Name of Registrant as Specified in Its Charter) |
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N/A |
(Translation of Registrant’s Name into English) |
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(Jurisdiction of Incorporation or Organization) |
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The People’s Republic of |
(Address of Principal Executive Offices) |
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Telephone: Email: The People’s Republic of |
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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(The Nasdaq Global Select Market) |
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(The Nasdaq Global Select Market) |
* t for trading, but only in connection with the listing our American depositary shares on the Nasdaq Global Select Market, each American depositary shares representing fifty Class A ordinary shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None |
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None |
(Title of Class) |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2024, there were
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐ Yes ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer |
☐ |
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Accelerated Filer |
☐ |
☒ |
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Emerging Growth Company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act.
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ❑
Indicate by check mark which basis of accounting the registrant has been to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐ Yes ☐ No
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the annual report on Form 20-F of 17 Education & Technology Group Inc. (the “Company”) for the fiscal year ended December 31, 2024, as originally filed with the Securities and Exchange Commission on April 25, 2025 (the “Annual Report”), is being filed solely to (i) add the Company’s clawback policy to the exhibit index included in Item 19 of the Annual Report and incorporating it by reference into the Annual Report, and (ii) modify the exhibit number of the Company’s insider trading policy from Exhibit 19.1 to Exhibit 11.2.
Other than the matters described above, this Amendment does not amend or modify any information included in any of the disclosure presented in the Annual Report.
The Amendment does not reflect events occurring after the date of the filing of the Annual Report or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Annual Report.
ITEM 19. EXHIBITS
Exhibit Number |
Description of Document |
1.1 |
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2.1 |
Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3) |
2.2 |
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2.3 |
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2.4† |
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2.5 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10 |
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4.11 |
Exhibit Number |
Description of Document |
4.12 |
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4.13 |
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4.14 |
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4.15 |
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4.16 |
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4.17 |
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4.18 |
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4.19 |
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4.20 |
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4.21† |
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4.22† |
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4.23 |
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4.24 |
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4.25 |
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4.26 |
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4.27 |
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4.28 |
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4.29 |
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4.30 |
Exhibit Number |
Description of Document |
4.31 |
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4.32 |
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4.33 |
Share Purchase Agreement between the Registrant and Mr. Andy Chang Liu, dated March 21, 2024 (incorporated herein by reference to Exhibit 4.33 to the Form 20-F filed on April 25, 2024 (File No. 001-39742)) |
4.34† |
Share Purchase Agreement between the Registrant and Mr. Andy Chang Liu, dated March 25, 2025 |
8.1† |
List of Principal Subsidiaries and Consolidated Variable Interest Entities of the Registrant |
11.1 |
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11.2† |
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12.1† |
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12.2† |
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13.1† |
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13.2† |
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15.1† |
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15.2† |
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15.3† |
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97.1 |
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101.INS* |
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH* |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104* |
Cover page formatted as Inline XBRL and contained in Exhibit 101 |
Notes:
* Filed herewith.
† Previously filed.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment on its behalf.
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17 Education & Technology Group Inc. |
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By: |
/s/ Andy Chang Liu |
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Name: Andy Chang Liu |
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Title: Chairman and Chief Executive Officer |
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Date: June 16, 2025 |
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