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( Mark One ) ㅁ ☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 20 - F REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR 12 ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR ㅁ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ㅁ 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 : 001-39742 17 Education & Technology Group Inc. ( Exact Name of Registrant as Specified in Its Charter ) N / A ( Translation of Registrant's Name into English ) Cayman Islands ( Jurisdiction of Incorporation or Organization ) 16 / F , Block B , Wangjing Greenland Center Chaoyang District , Beijing 100102 People's Republic of China ( Address of Principal Executive Offices ) Michael Chao Du , Chief Financial Officer Telephone : +86 10 5945 1082 Email : michael.du@17zuoye.com 16 / F , Block B , Wangjing Greenland Center Chaoyang District , Beijing 100102 People's Republic of China ( 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 American Depositary Shares , two representing five Class A ordinary shares , par * value US $ 0.0001 per share Class A ordinary shares , par value US $ 0.0001 per share * Trading Symbol ( s ) YQ Name of each exchange on which registered The Nasdaq Stock Market LLC ( The Nasdaq Global Select Market ) The Nasdaq Stock Market LLC ( The Nasdaq Global Select Market ) Not for trading , but only in connection with the listing our American depositary shares on the Nasdaq Global Select Market , two American depositary shares representing five Class A ordinary shares . Securities registered or to be registered pursuant to Section 12 ( g ) of the Act : Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act : None ( Title of Class ) 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 , 2020 , there were 480,183,070 ordinary shares outstanding , being the sum of 421,729,902 Class A ordinary shares and 58,453,168 Class B ordinary shares . Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > No 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 > No 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 . > Yes No 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 ) . > Yes No 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 Non - Accelerated Filer ☐ Accelerated Filer 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 . Yes No Indicate by check mark which basis of accounting the registrant has been to prepare the financial statements included in this filing : U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board 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 No ( APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS ) Other 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