SEC FILE NUMBER: 001-38203

CUSIP NUMBER: G77305 103

 

 

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

EXPLANATORY NOTE

 

This Notification is being filed by RYB Education, Inc. (the “Company”) to replace the previous Notification of Late Filing on Form 12b-25, filed with the U.S. Securities and Exchange Commission on April 30, 2021 (the “Original Filing”). The Company is filing this Notification solely to restate its response to Question (3) of Part IV – OTHER INFORMATION in the Original Filing.

 

PART I — REGISTRANT INFORMATION

 

RYB Education, Inc.

Full Name of Registrant

Former Name if Applicable

4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang

Address of Principal Executive Office (Street and Number)

Beijing, People’s Republic of China

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CEN, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Company was unable to file its Annual Report on Form 20-F for the period ended December 31, 2020 on a timely basis without unreasonable effort or expense because the Company is unable to finish preparing its financial statements for the periods to be included in the annual report by the prescribed filing deadline of April 30, 2021 due to limited finance and accounting resources that were occupied by other priorities. The Company anticipates that it will file the Form 20-F no later than the fifteenth calendar day following the prescribed filing date.

 

SEC 1344 (04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	Hao Gu		+86-10		8767 5611
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
					x Yes    o No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
					x Yes    o No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	The Company expects a substantial increase in net loss for the fiscal year ended December 31, 2020 as reflected by the financial statements to be included in the Annual Report on Form 20-F. The substantial increase in net loss was primarily due to the impact of the COVID-19 pandemic. The Company is currently not able to quantify the anticipated changes in its results of operations due to ongoing efforts to finalize its financial statements for the year ended December 31, 2020.

 

Forward-Looking Statements

 

This notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word “expects,” “anticipates” and similar terms and phrases are used in this notification to identify forward-looking statements. Risks, uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, any changes to our anticipated financial results as a result of our independent registered public accounting firm completing its audit of the Company’s financial statements, the ability of us and our auditors to confirm information or data identified in the review, our ability to complete and file future periodic filings with the SEC on a timely basis and other risks and uncertainties discussed more fully in the Company’s filings with the SEC. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

RYB Education, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:	May 3, 2021		By:	/s/ Hao Gu
			Name:	Hao Gu
			Title:	Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).