|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 |
| |
| SCHEDULE 13D/A |
| |
Under the Securities Exchange Act of 1934
(Amendment No. 4)* |
51Talk Online
Education Group
(Name of Issuer)
Class A
ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
16954L
204(1)
(CUSIP Number)
Jack Jiajia Huang
Dasheng Global Limited
Dasheng International Holdings Limited
TB Family Trust
24 Raffles Place #17-04 Clifford Centre,
Singapore 048621
With copies to:
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700 |
Yilin Xu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jianguomenwai Avenue
Chaoyang District
Beijing 100004, China
+86 (10) 6535-5500 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6,
2024
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
(1)
CUSIP number 16954L 204 has been assigned to the American depositary shares
(“ADSs”) of the issuer, which are quoted on the NYSE American under the symbol “COE.” Each ADS
represents 60 Class A ordinary shares.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
| CUSIP No. 16954L 204 |
13D/A |
Page 2 of 7 Pages |
| 1 |
Names of Reporting Persons
Jack Jiajia Huang |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
PF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared
Voting Power
84,963,099(1)
|
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
84,963,099(1) |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
84,963,099(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
25.0%. The voting power of the shares beneficially owned represented 39.2% of the total outstanding voting power.(2) |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
Notes:
(1) Represents
(i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 38,386,335
Class A
ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to
Dasheng Global Limited upon the vesting of restricted share units within 60 days after February 22, 2024,
(iv) 122,460 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 67,380 Class A ordinary shares
issuable to Ting Shu upon the vesting of restricted share units within 60 days after February 22, 2024, (vi) 30,390,321
Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng
Online Limited.
(2) The percentage of voting power is calculated
by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled
to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them
for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one
basis.
| CUSIP No. 16954L 204 |
13D/A |
Page 3 of 7 Pages |
| 1 |
Names
of Reporting Persons
Dasheng Global Limited |
| 2 |
Check
the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC
Use Only |
| 4 |
Source
of Funds (See Instructions)
AF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship
or Place of Organization
British Virgin Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power
0 |
| 8 |
Shared
Voting Power
69,051,656(1) |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
69,051,656(1) |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
69,051,656(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
20.3%. The voting power of the shares beneficially owned represented 26.9% of the total outstanding voting power.(2) |
| 14 |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
Notes:
(1) Represents
(i) 38,386,335 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (ii) 275,000 Class A ordinary
shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after February 22, 2024
and (iii) 30,390,321 Class B ordinary shares held by Dasheng Global Limited.
(2) The percentage of voting power is calculated
by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled
to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them
for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one
basis.
| CUSIP
No. 16954L 204 |
13D/A |
Page 4
of 7 Pages |
| 1 |
Names
of Reporting Persons
Dasheng International Holdings Limited |
| 2 |
Check
the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC
Use Only |
| 4 |
Source
of Funds (See Instructions)
AF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship
or Place of Organization
British Virgin Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power
0 |
| 8 |
Shared
Voting Power
84,963,099(1) |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
84,963,099(1) |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
84,963,099(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
25.0%. The voting power of the shares beneficially owned represented 39.2% of the total outstanding voting power.(2) |
| 14 |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
Notes:
(1) Represents
(i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 38,386,335
Class A ordinary
shares in the form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global
Limited upon the vesting of restricted share units within 60 days after February 22, 2024, (iv) 122,460 Class A ordinary
shares in the form of ADSs held by Ting Shu, (v) 67,380 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted
share units within 60 days after February 22, 2024, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited,
and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) The percentage of voting power is calculated by dividing the
voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary
shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that
the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled
to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them
for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one
basis.
| CUSIP
No. 16954L 204 |
13D/A |
Page 5
of 7 Pages |
| 1 |
Names
of Reporting Persons
TB Family Trust |
| 2 |
Check
the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC
Use Only |
| 4 |
Source
of Funds (See Instructions)
AF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship
or Place of Organization
Cayman Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power
0 |
| 8 |
Shared
Voting Power
84,963,099(1) |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
84,963,099(1) |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
84,963,099(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
25.0%. The voting power of the shares beneficially owned represented 39.2% of the total outstanding voting power.(2) |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
Notes:
(1) Represents
(i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 38,386,335
Class A ordinary
shares in the form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global
Limited upon the vesting of restricted share units within 60 days after February 22, 2024, (iv) 122,460 Class A ordinary
shares in the form of ADSs held by Ting Shu, (v) 67,380 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted
share units within 60 days after February 22, 2024, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited,
and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) The percentage of voting power is calculated
by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled
to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them
for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one
basis.
| CUSIP No. 16954L 204 |
13D/A |
Page 6 of 7 Pages |
Explanatory Note
Pursuant
to Rule 13d-2 promulgated under the Act, this Amendment No. 4 to Statement on Schedule 13D (this
“Amendment”) amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and
Exchange Commission on July 25, 2022, as amended by Amendment No. 1 thereto filed on October 5, 2022, by
Amendment No. 2 thereto filed on July 10, 2023 and by Amendment No. 3 thereto filed on November 29, 2023 (as so
amended, the “Statement”). Except as specifically provided herein, this Amendment does not modify any of the
information previously reported in the Statement. All capitalized terms used herein which are not defined herein have the meanings
given to such terms in the Statement.
| Item 2. |
Identity and Background |
Items 2(b) through
(f) of the Statement are hereby amended and restated as follows:
(b), (c), and (f): Each of
Mr. Huang and Ms. Shu is a citizen of the People’s Republic of China. Mr. Huang and Ms. Shu are husband and
wife. Mr. Huang is the founder, chairman and chief executive officer of the Issuer. Ms. Shu is a co-founder and a director of
the Issuer.
Each
of Dasheng Global, Dasheng Online and Dasheng Holdings is a British Virgin Islands company. Mr. Huang is the sole director of Dasheng
Global, and Ms. Shu is the sole director of Dasheng Online. Each of Dasheng Global and Dasheng Online is wholly beneficially owned
by Dasheng Holdings, which is in turn wholly owned by the Trust, for which TMF (Cayman) Ltd. acts as the trustee (the “Trustee”).
S.B. Vanwall Ltd. is the sole director of Dasheng Holdings appointed by the Trustee. The settlors of the Trust are Mr. Huang and
Ms. Shu. Mr. Huang, Ms. Shu and their family members are beneficiaries under the Trust. Pursuant to Section 13(d) of
the Exchange Act, and the rules promulgated thereunder, Dasheng Holdings, the Trust, the Trustee, Mr. Huang and Ms. Shu
may be deemed to be a group, and each member of such group may be deemed to beneficially own all of the ordinary shares beneficially owned
by other members constituting such group. However, each of Dasheng Holdings, the Trust, Mr. Huang and Ms. Shu disclaims beneficial
ownership of any shares other than the abovementioned (i) 186,180 Class A ordinary shares of the Issuer in the form of ADSs
held by Mr. Huang, (ii) 38,386,335
Class A ordinary shares of the Issuer in the form of ADSs held by Dasheng Global, (iii) 275,000
Class A ordinary shares of the Issuer issuable to Dasheng Global upon the vesting of restricted share units within 60 days after
February 22, 2024, (iv) 122,460 Class A ordinary shares in the form of ADSs held by Ms. Shu, (v) 67,380
Class A ordinary shares of the Issuer issuable to Ms. Shu upon the vesting of restricted share units within 60 days after February 22,
2024, (vi) 30,390,321 Class B ordinary shares of the Issuer held by Dasheng Global, and (vii) 15,535,423 Class B ordinary
shares of the Issuer held by Dasheng Online. All shares beneficially owned by the Trust are beneficially owned by the Trustee solely in
its capacity as trustee of the Trust. Accordingly, the Trustee, solely in its capacity as trustee of the Trust, may be deemed to beneficially
own all ordinary shares of the Issuer that are beneficially owned by the Trust. However, the Trustee disclaims beneficial ownership of
all ordinary shares of the Issuer.
The business address of each
Reporting Person is 24 Raffles Place #17-04 Clifford Centre, Singapore 048621.
(d) and (e): During the
last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement
is hereby amended and restated by the following:
| CUSIP No. 16954L 204 |
13D/A |
Page 7 of 7 Pages |
Dasheng
Global entered into Rule 10b5-1 trading plans, dated as of March 31, 2022 and June 30, 2022, respectively, with Tiger Brokers
(Singapore) Pte Ltd (the “Trading Plans”). Under the Trading Plans, Dasheng Global proposes to purchase a total of
1,100,000 ADSs of the Issuer. Pursuant to the Trading Plans, through the date hereof, Dasheng Global has purchased 1,025,415 ADSs in the
open market for approximately US$1.6 million, using its capital from previous disposition of its holding of the Issuer’s ADSs. On
December 15, 2022, the Issuer effected a change of the ratio of its ADSs to Class A ordinary shares from one ADS representing fifteen
Class A ordinary shares to one ADS representing sixty Class A ordinary shares.
Dasheng
Global entered into a Rule 10b5-1 trading plan, dated as of June 30, 2023, with Tiger Brokers (Singapore) Pte Ltd (the “2023
Trading Plan”). Under the 2023 Trading Plan, Dasheng Global proposes to purchase a total of 250,000 ADSs of the Issuer. Pursuant
to the 2023 Trading Plan, Dasheng Global has purchased 37,526 ADSs in the open market for approximately US$0.3 million from October 20,
2023 through November 21, 2023, and 58,567
ADSs in the open market for approximately US$0.4 million from November 30, 2023
through February 15, 2024, using its own capital.
In
addition, from March 28 through September 19, 2022, Dasheng Global purchased a total of 562,106 ADSs of the Issuer in the open market
for approximately US$0.9 million, using its capital from previous disposition of its holding of the Issuer’s ADSs. From September
20, 2022 through June 30, 2023, Dasheng Global purchased a total of 102,984 ADSs of the Issuer in the open market for approximately US$0.7
million using its own capital. From August 31, 2023 through September 23, 2023, Dasheng Global purchased a total of 26,315
ADSs of the Issuer in the open market for approximately US$0.2 million, using its own capital.
Apart from the foregoing open-market
purchases, (i) the 275,000 Class A ordinary shares of the Issuer issuable upon the vesting of restricted share units within 60 days after
the date hereof, to be held by Dasheng Global, the 1,050,000 Class A ordinary shares of the Issuer in the form of ADSs held by Dasheng
Global, and the 186,180 Class A ordinary shares of the Issuer in the form of ADSs held by Mr. Huang are shares issuable or issued to Mr.
Huang pursuant to share awards granted under the Issuer’s share incentive plans, and (ii) the 67,380 Class A ordinary shares of
the Issuer issuable to Ms. Shu upon the vesting of restricted share units and 122,460 Class A ordinary shares of the Issuer in the form
of ADSs held by Ms. Shu, are shares issuable or issued to Ms. Shu pursuant to share awards granted under the Issuer’s share incentive
plans, and (iii) the 30,390,321 Class B ordinary shares of the Issuer and the 15,535,423 Class B ordinary shares of the
Issuer have been held by Dasheng Global and Dasheng Online, respectively, since the completion of the initial public offering of the Issuer.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 22, 2024 |
|
| |
|
| Jack Jiajia Huang |
/s/ Jack Jiajia Huang |
| |
|
| Dasheng Global Limited |
By: |
/s/ Jack Jiajia Huang |
| |
Name: |
Jack Jiajia Huang |
| |
Title: |
Director |
| |
|
|
| Dasheng International Holdings Limited |
By: |
/s/ S.B. Vanwall Ltd. |
| |
Name: |
S.B. Vanwall Ltd. |
| |
Title: |
Director |
| |
|
|
| TB Family Trust |
By: |
/s/ TMF (Cayman) Ltd. |
| |
Name: |
TMF (Cayman) Ltd. |
| |
Title: |
Trustee |
Schedule I
60-Day Trading History
| Trade Date |
|
Amount of ADSs (Each Representing 60
Class A Ordinary Shares) Purchased |
|
Weighted Average Price Per
ADS (US$) |
|
| December 26, 2023 |
|
300 |
|
7.60 |
|
| December 27, 2023 |
|
1,587 |
|
7.68 |
|
| December 28, 2023 |
|
966 |
|
7.75 |
|
| December 29, 2023 |
|
815 |
|
7.61 |
|
| January 2, 2024 |
|
712 |
|
7.60 |
|
| January 3, 2024 |
|
100 |
|
7.73 |
|
| January 4, 2024 |
|
280 |
|
7.94 |
|
| January 5, 2024 |
|
164 |
|
8.00 |
|
| January 8, 2024 |
|
2,600 |
|
7.94 |
|
| January 9, 2024 |
|
1,500 |
|
7.95 |
|
| January 10, 2024 |
|
522 |
|
7.89 |
|
| January 11, 2024 |
|
662 |
|
7.88 |
|
| January 16, 2024 |
|
2,410 |
|
7.82 |
|
| January 17, 2024 |
|
449 |
|
7.92 |
|
| January 18, 2024 |
|
332 |
|
7.98 |
|
| January 19, 2024 |
|
309 |
|
7.90 |
|
| January 22, 2024 |
|
994 |
|
7.78 |
|
| January 23, 2024 |
|
297 |
|
7.72 |
|
| January 24, 2024 |
|
317 |
|
7.62 |
|
| January 25, 2024 |
|
839 |
|
7.73 |
|
| January 26, 2024 |
|
402 |
|
7.73 |
|
| January 29, 2024 |
|
202 |
|
7.71 |
|
| January 30, 2024 |
|
1,050 |
|
7.65 |
|
| January 31, 2024 |
|
926 |
|
7.61 |
|
| February 1, 2024 |
|
985 |
|
7.59 |
|
| February 2, 2024 |
|
304 |
|
7.54 |
|
| February 5, 2024 |
|
4,625 |
|
7.38 |
|
| February 6, 2024 |
|
6,031 |
|
7.27 |
|
| February 7, 2024 |
|
7,206 |
|
7.11 |
|
| February 8, 2024 |
|
2,679 |
|
6.95 |
|
| February 9, 2024 |
|
2,303 |
|
6.86 |
|
| February 12, 2024 |
|
456 |
|
6.94 |
|
| February 15, 2024 |
|
660 |
|
6.84 |
|
The above transactions were effected by Dasheng Global in the open
market.
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