Form SCHEDULE 13G/A Gaotu Techedu Inc. Filed by: Chen Xiangdong
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)*
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Gaotu Techedu Inc. (Name of Issuer) |
Class A ordinary shares, par value of $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Chen Xiangdong | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,119,817.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
52.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Represents (i) 73,305,288 Class B ordinary shares and 3,255,800 Class A ordinary shares held by Ebetter International Group Limited, a British Virgin Islands company, and (ii) 5,558,729 Class A ordinary shares represented by 8,338,094 ADSs held by Mr. Larry Xiangdong Chen. Ebetter International Group Limited is ultimately owned by The Better Learner Trust, a trust established under the laws of the Cayman Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Larry Xiangdong Chen is the settlor of The Better Learner Trust, and he and his family members are the trust's beneficiaries. Under the terms of this trust, Mr. Larry Xiangdong Chen has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares of the Issuer held by Ebetter International Group Limited. Mr. Larry Xiangdong Chen is the sole director of Ebetter International Group Limited.
The voting power of the shares beneficially owned represent 90.9% of the total outstanding voting power. The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 156,703,879 issued and outstanding ordinary shares (being the sum of 83,398,591 Class A ordinary shares, and 73,305,288 Class B ordinary shares) as of June 30, 2026. Each Class A ordinary share is entitled to one vote per share, and each Class B ordinary share is entitled to ten votes per share.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ebetter International Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
76,561,088.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
48.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Represents 73,305,288 Class B ordinary shares and 3,255,800 Class A ordinary shares held by Ebetter International Group Limited. The voting power of the shares beneficially owned represent 90.2% of the total outstanding voting power. The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 156,703,879 issued and outstanding ordinary shares (being the sum of 83,398,591 Class A ordinary shares, and 73,305,288 Class B ordinary shares) as of June 30, 2026. Each Class A ordinary share is entitled to one vote per share, and each Class B ordinary share is entitled to ten votes per share.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Gaotu Techedu Inc. | |
| (b) | Address of issuer's principal executive offices:
5F, Gientech Building, 17 East Zone, 10 Xibeiwang East Road, Haidian District, BEIJING, CHINA, 100193. | |
| Item 2. | ||
| (a) | Name of person filing:
Larry Xiangdong Chen
Ebetter International Group Limited
| |
| (b) | Address or principal business office or, if none, residence:
Larry Xiangdong Chen
Pactera Building, 10 Xibeiwang East Road
Haidian District, Beijing 100193
People's Republic of China
Ebetter International Group Limited
OMC Chambers, Wickhams Cay 1
Road Town, Tortola, British Virgin Islands
| |
| (c) | Citizenship:
Larry Xiangdong Chen - People's Republic of China
Ebetter International Group Limited - British Virgin Islands
| |
| (d) | Title of class of securities:
Class A ordinary shares, par value of $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Larry Xiangdong Chen - 82,119,817
Ebetter International Group Limited - 76,561,088
| |
| (b) | Percent of class:
Larry Xiangdong Chen - 52.4%, representing 90.9% of the total voting power
Ebetter International Group Limited - 48.9%, representing 90.2% of the total voting power
%
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Larry Xiangdong Chen - 82,119,817
Ebetter International Group Limited - 76,561,088
| ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Larry Xiangdong Chen - 82,119,817
Ebetter International Group Limited - 76,561,088
| ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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.
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