LAIX SC 13D/A / WANG Yi ownership change

LAIX (LAIXY) SC 13D/ALAIX / WANG Yi ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

LAIX Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.001 per share

(Title of Class of Securities)

50736W105**

(CUSIP Number)

Yi Wang

Joyx Holdings Ltd.

Zheren Hu

Muang Holdings Ltd.

Hui Lin

Ulingo Holdings Ltd.

Building C2, No. 1687 Changyang Road

Yangpu District, Shanghai, 200090, People’s Republic of China

Telephone: +86-21-3511-7188

Tiak Koon Loh

Best Venture Technology Limited

B21, 9/F, Block B, Repulse Bay Apartment

101 Repulse Bay Road, Hong Kong

Telephone: +852-2144 7656

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 11, 2022

(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.

This statement on Schedule 13D (the “Schedule 13D”) constitutes Amendment No. 3 to the initial Schedule 13D (the “Original Schedule 13D”) filed on August 12, 2021 jointly by Mr. Yi Wang, Mr. Zheren Hu, Mr. Hui Lin, Joyx Holdings Ltd., Muang Holdings Ltd., and Ulingo Holdings Ltd., as amended by the Amendment No. 1 to the Original Schedule 13D filed on April 29, 2022, and the Amendment No. 2 to the Original Schedule 13D filed on June 21, 2022 (together with the Original 13D, the “Original Filings”), with respect to ordinary shares (“Ordinary Shares”), comprising Class A ordinary shares, par value US$0.001 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value $0.001 per share (“Class B Ordinary Shares”), of LAIX Inc., a Cayman Islands company (the “Company”). Except as amended hereby, the Original Filings remain in full force and effect. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings ascribed to them in the Original Filings.

**	The CUSIP number of 50736W105 applies to the American depositary shares of the Company (“ADSs”). Each ADS represents fourteen 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. 50736W105		13D		Page 2 of 11 Pages


1		NAMES OF REPORTING PERSONS Yi Wang
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) PF, OO
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


CUSIP No. 50736W105		13D		Page 3 of 11 Pages


1		NAMES OF REPORTING PERSONS Joyx Holdings Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC, OO
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


CUSIP No. 50736W105		13D		Page 4 of 11 Pages


1		NAMES OF REPORTING PERSONS Zheren Hu
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) PF, OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China


CUSIP No. 50736W105		13D		Page 5 of 11 Pages


1		NAMES OF REPORTING PERSONS Muang Holdings Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC, OO
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


CUSIP No. 50736W105		13D		Page 6 of 11 Pages


1		NAMES OF REPORTING PERSONS Hui Lin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) PF, OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China


CUSIP No. 50736W105		13D		Page 7 of 11 Pages


1		NAMES OF REPORTING PERSONS Ulingo Holdings Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC, OO
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


CUSIP No. 50736W105		13D		Page 8 of 11 Pages


1		NAMES OF REPORTING PERSONS Tiak Koon Loh
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) PF, OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of Singapore


CUSIP No. 50736W105		13D		Page 9 of 11 Pages


1		NAMES OF REPORTING PERSONS Best Venture Technology Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) WC, OO
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


CUSIP No. 50736W105		13D		Page 10 of 11 Pages

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the following:

On October 11, 2022, the Company and Merger Sub filed a plan of merger with the Registrar of Companies of the Cayman Islands, pursuant to which the Merger became effective on October 11, 2022 (the “Effective Time”). As a result of the Merger, the Company, as the surviving company of the Merger, became a wholly owned subsidiary of Parent.

At the Effective Time, each Ordinary Share and each ADS (together with the underlying Class A Ordinary Shares represented by such ADSs) issued and outstanding immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$0.1357 per Ordinary Share or US$1.90 per ADS (less applicable fees, charges and expenses payable by ADS holders pursuant to the deposit agreement, dated September 13, 2018, entered into by and among the Company, Deutsche Bank Trust Company Americas (the “Depositary”) and all owners and holders from time to time of ADSs issued thereunder as further amended on March 3, 2022), in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) the Rollover Shares, which were contributed by the Rollover Shareholders to Merger Sub in exchange for newly issued ordinary shares of Parent, (b) any other Ordinary Shares (including Class A Ordinary Shares represented by ADSs) held by Parent, Merger Sub, the Company or any of their respective subsidiaries, which were cancelled and ceased to exist for nil consideration or distribution therefor, (c) any other Ordinary Shares (including Class A Ordinary Shares represented by ADSs) held by the Depositary, the Company and the Company’s representatives, and reserved for issuance, settlement and allocation upon exercise or vesting of the Company’s options, which were cancelled and ceased to exist for nil consideration or distribution therefor, and (d) the Ordinary Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who have validly delivered and not effectively withdrawn or lost their rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 of the Companies Act (collectively, the “Dissenting Shares”), which were cancelled at the Effective Time and entitled the holders thereof to receive the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the Companies Act.

As a result of the Merger, the ADSs ceased to be quoted on the OTC Market. The Company intends to file with the SEC a Form 15 suspending the Company’s reporting obligations under the Act. The Company’s obligations to file with or furnish to the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated by the following:

(a)–(b) As a result of the transactions described in Item 4 of this Schedule 13D, each Reporting Person no longer beneficially owns any Ordinary Shares, and each Reporting Person no longer has any voting or dispositive power over any Ordinary Shares.

(c) Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.

(d) Not applicable.


CUSIP No. 50736W105		13D		Page 11 of 11 Pages

(e) As a result of the transactions described in Item 4 of this Schedule 13D, on October 11, 2022, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares. This Amendment No. 3 is the final amendment to the Schedule 13D.

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.


Date: October 11, 2022

Yi Wang		/s/ Yi Wang

Joyx Holdings Ltd.	By:	/s/ Yi Wang
		Name: Yi Wang
		Title: Authorized Signatory

Zheren Hu		/s/ Zheren Hu

Muang Holdings Ltd.	By:	/s/ Zheren Hu
		Name: Zheren Hu
		Title: Authorized Signatory

Hui Lin		/s/ Hui Lin

Ulingo Holdings Ltd.	By:	/s/ Hui Lin
		Name: Hui Lin
		Title: Authorized Signatory

Tiak Koon Loh		/ s/ Tiak Koon Loh

Best Venture Technology Limited	By:	/s/ Tiak Koon Loh
		Name: Tiak Koon Loh
		Title: Authorized Signatory

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0