| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
QuantaSing Group Ltd (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
74767N107 (CUSIP Number) |
12/31/2024 (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 |
| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons Qiming Corporate GP VI, Ltd. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,861,306.00 | ||||||||
| 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) 6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Note to Row (5), (7) and (9): Qiming Corporate GP VI, Ltd. is the general partner of Qiming Managing Directors Fund VI, L.P. and Qiming GP VI, L.P. Qiming GP VI, L.P. is the general partner of Qiming Venture Partners VI, L.P. Qiming Managing Directors Fund VI, L.P. and Qiming Venture Partners VI, L.P. are the owners of 180,099 Class A Ordinary Shares (in the form of 60,033 ADSs) and 6,681,207 Class A Ordinary Shares (in the form of 2,227,069 ADSs), respectively.
Note to Row (11): The percentage is calculated based upon an aggregate of 112,810,927 Class A Ordinary Shares outstanding as of December 31, 2024, which is based on the information provided by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons Qiming Managing Directors Fund VI, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 180,099.00 | ||||||||
| 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) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Note to Row (11): The percentage is calculated based upon an aggregate of 112,810,927 Class A Ordinary Shares outstanding as of December 31, 2024, which is based on the information provided by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons Qiming GP VI, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,681,207.00 | ||||||||
| 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) 5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Note to Row (5), (7) and (9): Qiming GP VI, L.P. is the general partner of Qiming Venture Partners VI, L.P. Qiming Venture Partners VI, L.P. is the owner of 6,681,207 Class A Ordinary Shares (in the form of 2,227,069 ADSs).
Note to Row (11): The percentage is calculated based upon an aggregate of 112,810,927 Class A Ordinary Shares outstanding as of December 31, 2024, which is based on the information provided by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons Qiming Venture Partners VI, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,681,207.00 | ||||||||
| 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) 5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Note to Row (11): The percentage is calculated based upon an aggregate of 112,810,927 Class A Ordinary Shares outstanding as of December 31, 2024, which is based on the information provided by the Issuer.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: QuantaSing Group Ltd | |
| (b) | Address of issuer's principal executive
offices: 2/F, BUILDING D, RONSIN TECHNOLOGY CENTER, CHAOYANG DISTRICT, BEIJING, F4, 100102 | |
| Item 2. | ||
| (a) | Name of person filing: Qiming Corporate GP VI, Ltd.
Qiming Managing Directors Fund VI, L.P.
Qiming GP VI, L.P.
Qiming Venture Partners VI, L.P. | |
| (b) | Address or principal business office or, if
none, residence: The registered address of each of the Reporting Persons is M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. | |
| (c) | Citizenship: Cayman Islands for all Reporting Persons. | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share | |
| (e) | CUSIP No.: 74767N107 | |
| 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: The information set forth in Row (9) of the cover page for each of the Reporting Person is incorporated herein by reference. | |
| (b) | Percent of class: The information set forth in Row (11) of the cover page for each of the Reporting Person is incorporated herein by reference. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information set forth in Row (5) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the
vote: The information set forth in Row (6) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information set forth in Row (7) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information set forth in Row (8) of the cover page for each of the Reporting Person is incorporated herein by reference. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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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Exhibit
Information |
Exhibit 1: JOINT FILING AGREEMENT |