UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
QuantaSing Group Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
74767N107**
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| * | 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. |
| ** | This CUSIP number applies to the American Depositary Shares (“ADSs”) of QuantaSing Group Limited (the “Issuer”). Each ADS represents three Class A ordinary shares, par value US$0.0001 per share, of the Issuer. |
The information required in 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. 74767N107** | 13G | Page 1 of 7 Pages |
| 1 | Names
of Reporting Persons Ching Chiu | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | |||
| (b) | o | |||
| 3 | SEC Use Only | |||
| 4 | Citizenship
or Place of Organization Hong Kong Special Administrative Region of the People’s Republic of China | |||
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole
Voting Power 8,860,167 Class A ordinary shares (1) | ||
| 6 | Shared
Voting Power 0 | |||
| 7 | Sole
Dispositive Power 8,860,167 Class A ordinary shares (1) | |||
| 8 | Shared
Dispositive Power 0 | |||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 8,860,167 Class A ordinary shares (1) | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent
of Class Represented by Amount in Row (9) 5.2% (2) | |||
| 12 | Type
of Reporting Person IN | |||
| (1) | Represent 8,860,167 Class A ordinary shares in the form of ADSs directly held by VM EDU Fund I, L.P. The general partner of VM EDU Fund I, L.P. is VM EDU Fund GP, LLC. VM EDU Fund GP, LLC is wholly owned by Ching Chiu. |
| (2) | The percentage is based upon 169,454,104 ordinary shares of the Issuer as a single class, being the sum of (i) 119,595,055 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 18, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report for the fiscal year ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 20-F on October 27, 2023. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 74767N107** | 13G | Page 2 of 7 Pages |
| 1 | Names
of Reporting Persons VM EDU Fund GP, LLC | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | |||
| (b) | o | |||
| 3 | SEC Use Only | |||
| 4 | Citizenship
or Place of Organization Cayman Islands | |||
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole
Voting Power 8,860,167 Class A ordinary shares (1) | ||
| 6 | Shared
Voting Power 0 | |||
| 7 | Sole
Dispositive Power 8,860,167 Class A ordinary shares (1) | |||
| 8 | Shared
Dispositive Power 0 | |||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 8,860,167 Class A ordinary shares (3) | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent
of Class Represented by Amount in Row (9) 5.2% (4) | |||
| 12 | Type
of Reporting Person CO | |||
| (3) | Represent 8,860,167 Class A ordinary shares in the form of ADSs directly held by VM EDU Fund I, L.P. The general partner of VM EDU Fund I, L.P. is VM EDU Fund GP, LLC. |
| (4) | The percentage is based upon 169,454,104 ordinary shares of the Issuer as a single class, being the sum of (i) 119,595,055 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 18, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report for the fiscal year ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 20-F on October 27, 2023. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 74767N107** | 13G | Page 3 of 7 Pages |
| 1 | Names
of Reporting Persons VM EDU Fund I, L.P. | |||
| 2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | |||
| (b) | o | |||
| 3 | SEC Use Only | |||
| 4 | Citizenship
or Place of Organization Cayman Islands | |||
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole
Voting Power 8,860,167 Class A ordinary shares (3) | ||
| 6 | Shared
Voting Power 0 | |||
| 7 | Sole
Dispositive Power 8,860,167 Class A ordinary shares (3) | |||
| 8 | Shared
Dispositive Power 0 | |||
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 8,860,167 Class A ordinary shares (5) | |||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
| 11 | Percent
of Class Represented by Amount in Row (9) 5.2% (6) | |||
| 12 | Type
of Reporting Person PN | |||
| (5) | Represent 8,860,167 Class A ordinary shares in the form of 2,953,389 ADSs directly held by VM EDU Fund I, L.P. |
| (6) | The percentage is based upon 169,454,104 ordinary shares of the Issuer as a single class, being the sum of (i) 119,595,055 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 18, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report for the fiscal year ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 20-F on October 27, 2023. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| CUSIP No. 74767N107** | 13G | Page 4 of 7 Pages |
| Item 1(a). | Name of Issuer: QuantaSing Group Limited | |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: 2/F, Building D, Ronsin Technology Center Chaoyang District Beijing 100102 People’s Republic of China | |
| Item 2(a). |
Name of Person Filing: This Schedule 13G is being jointly filed by: Ching Chiu, VM EDU Fund GP, LLC, and VM EDU Fund I, L.P. (collectively, the “Reporting Persons”). | |
| Item 2(b). | Address
of Principal Business Office, or, if none, Residence: The address of the Reporting Persons is 1407 Parkview Place, 2 East 4th Ring Rd, Chaoyang District, Beijing 100016, People’s Republic of China. | |
| Item 2(c). | Citizenship: |
| Ching Chiu | A Hong Kong citizen | |||
| VM EDU Fund GP, LLC | Cayman Islands limited company | |||
| VM EDU Fund I, L.P. | Cayman Islands exempted limited partnership |
| Item 2(d). | Title of Class of Securities: Class A ordinary shares, par value US$0.0001 per share |
|
| Item 2(e). | CUSIP No.: 74767N107. This CUSIP number applies to the ADSs of the Issuer. Each ADSs represents three Class A ordinary shares. |
|
| Item 3. | Not Applicable. | |
| CUSIP No. 74767N107** | 13G | Page 5 of 7 Pages |
| Item 4. | Ownership |
The following information with respect to the ownership of Class A ordinary shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G was provided as of December 31, 2023.
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class(1) | |||||||||||||||||||||
| Ching Chiu | 8,860,167 | (2) | 8,860,167 | 0 | 8,860,167 | 0 | 8,860,167 | 5.2 | % | |||||||||||||||||||
| VM EDU Fund GP, LLC | 8,860,167 | (2) | 8,860,167 | 0 | 8,860,167 | 0 | 8,860,167 | 5.2 | % | |||||||||||||||||||
| VM EDU Fund I, L.P. | 8,860,167 | (2) | 8,860,167 | 0 | 8,860,167 | 0 | 8,860,167 | 5.2 | % | |||||||||||||||||||
| (1) | Calculation is based on 169,454,104 ordinary shares of the Issuer as a single class, being the sum of (i) 119,595,055 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 18, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report for the fiscal year ended June 30, 2023, furnished to the United States Securities and Exchange Commission on Form 20-F on October 27, 2023. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (2) | Represent 8,860,167 Class A ordinary shares in the form of ADSs directly held by VM EDU Fund I, L.P. The general partner of VM EDU Fund I, L.P. is VM EDU Fund GP, LLC. VM EDU Fund GP, LLC is wholly owned by Ching Chiu. |
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| Not applicable | ||
| Item 6. | Ownership of More than Five 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 | ||
| CUSIP No. 74767N107** | 13G | Page 6 of 7 Pages |
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: January 23, 2024
| Ching Chiu | |
|
/s/ Ching Chiu |
| VM EDU Fund GP, LLC | ||
|
By: |
/s/ Ching Chiu | |
| Name: Ching Chiu | ||
| Title: Manager | ||
| VM EDU Fund I, L.P. | ||
|
By: |
/s/ Ching Chiu | |
| Name: Ching Chiu | ||
| Title: Manager, for and on behalf of VM EDU Fund GP, LLC, General Partner | ||
| CUSIP No. 74767N107** | 13G | Page 7 of 7 Pages |
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Joint Filing Agreement |
| CUSIP No. 74767N107** | 13G | Page 1 of 1 Pages |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share, of QuantaSing Group Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 23, 2024.
| Ching Chiu | |
|
/s/ Ching Chiu |
| VM EDU Fund GP, LLC | ||
|
By: |
/s/ Ching Chiu | |
| Name: Ching Chiu | ||
| Title: Manager | ||
| VM EDU Fund I, L.P. | ||
|
By: |
/s/ Ching Chiu | |
| Name: Ching Chiu | ||
| Title: Manager, for and on behalf of VM EDU Fund GP, LLC, General Partner | ||