Form S-8 POS 17 Education & Technolog
As filed with the Securities and Exchange Commission on April 29, 2026
Registration No. 333-255632
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
17 Education & Technology Group Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands |
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Not Applicable |
(State or other jurisdiction of |
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(I.R.S. Employer |
16/F, Block B, Wangjing Greenland Center
Chaoyang District, Beijing 100102
People’s Republic of China
(Address of Principal Executive Offices and Zip Code)
Sixth Amended and Restated 2015 Share Option Plan
Third Amended and Restated 2018 Share Option Plan
Second Amended and Restated 2020 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800 221-0102
(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 Securities Exchange Act of 1934 (the “Exchange Act”).
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer x |
Smaller reporting company ¨ |
Emerging growth company ¨ |
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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 of 1933, as amended (the “Securities Act”). ¨
Copies to:
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Sishi Zhou Chief Financial Officer 17 Education & Technology Group Inc. 16/F, Block B, Wangjing Greenland Center Chaoyang District, Beijing 100102 People’s Republic of China +86 (10) 6479 6786 |
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EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 (File No. 333-255632) (the “Amendment No. 3”) of 17 Education & Technology Group Inc. (the “Company”), as originally filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2021 and amended on March 10, 2022 and June 20, 2025 (collectively, the “Registration Statement”), is being filed solely to re-file the Exhibit 10.3, namely the Second Amended and Restated 2020 Share Incentive Plan of the Company (the “Second A&R 2020 Plan”).
The Second A&R 2020 Plan was originally filed as an exhibit to the Company’s current report on Form 6-K furnished to the SEC on April 25, 2025 (the “Form 6-K”), and was subsequently incorporated by reference in the Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-255632) (the “Amendment No. 2”) filed on June 20, 2025. Due to an inadvertent clerical error, the version of the Second A&R 2020 Plan originally filed with the Form 6-K and subsequently incorporated by reference in the Amendment No. 2 contained a typographical omission in Section 3.1(a) thereof.
On April 28, 2026, the board of directors of the Company (the “Board”) reviewed and approved the corrected version of the Second A&R 2020 Plan, restoring the inadvertently omitted language, and ratified the Second A&R 2020 Plan as so corrected, effective as of April 23, 2025, the date on which the Second A&R 2020 Plan was originally approved and adopted by the Board. This Amendment No. 3 is being filed solely to replace the previously filed version of the Second A&R 2020 Plan with the corrected version thereof. No changes have been made to the Registration Statement other than this explanatory note and Exhibit 10.3 of the Registration Statement.
EXHIBIT INDEX
Exhibit Number |
Description |
4.1 |
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4.2 |
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4.3 |
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5.1 |
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10.1 |
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10.2 |
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10.3* |
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23.1 |
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23.2 |
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24.1 |
* Filed herewith.
Previously filed.
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 Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on April 29, 2026.
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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 |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities on April 29, 2026.
Signature |
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Title |
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/s/ Andy Chang Liu Andy Chang Liu |
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Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) |
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/s/ Sishi Zhou Sishi Zhou |
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Chief Financial Officer (Principal Financial Officer) |
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/s/ Na Ai Na Ai |
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Director |
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/s/ Gui Jia Gui Jia |
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Director |
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/s/ Bing Yuan Bing Yuan |
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Director |
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/s/ Minghui Wu Minghui Wu |
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Director |
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 17 Education & Technology Group Inc. has signed this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 in New York, New York on April 29, 2026.
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Authorized U.S. Representative
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Cogency Global Inc.
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President on behalf of Cogency Global Inc. |
ATTACHMENTS / EXHIBITS
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