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Form SC 13D/A 51Talk Online Education Filed by: Dasheng Global Ltd

February 22, 2024 9:52 PM EST

 

 

 

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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