Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
United States of America
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
U.S.A.
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
United States
As representatives of the prospective underwriters
VIA EDGAR
October 22, 2019
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Mr. Joshua Shainess | |
Ms. Kathleen Krebs | ||
Mr. Joseph Cascarano | ||
Mr. Robert S. Littlepage | ||
Re: | Youdao, Inc. (the “Company”) | |
Registration Statement on FormF-1, as amended (FileNo. 333-234009) | ||
Registration Statement on Form8-A (FileNo. 001-39087) |
Dear Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time, on October 24, 2019, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between October 15, 2019 and the date hereof, copies of the Company’s Preliminary Prospectus dated October 15, 2019 were distributed as follows: 3,924 copies to prospective underwriters, institutional investors, dealers and others.
We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
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Very truly yours, |
Citigroup Global Markets Inc. |
Morgan Stanley & Co. LLC |
Credit Suisse Securities (USA) LLC |
As representatives of the prospective underwriters |
CITIGROUP GLOBAL MARKETS INC. |
By: | /s/ Katherine Fang | |
Name: | Katherine Fang | |
Title: | Managing Director |
[Signature Page to Acceleration Request]
MORGAN STANLEY & CO. LLC |
By: | /s/ Yiyang Tao | |
Name: | Yiyang Tao | |
Title: | Managing Director |
[Signature Page to Acceleration Request]
CREDIT SUISSE SECURITIES (USA) LLC |
By: | /s/ Felipe Portillo | |
Name: | Felipe Portillo | |
Title: | Managing Director |
[Signature Page to Acceleration Request]