|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
QuantaSing Group Ltd (Name of Issuer) |
American Depositary Shares (ADS), each representing Three Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
74767N107 (CUSIP Number) |
Andre Levi 2420 Sand Hill Road, Suite 200, Menlo Park, CA, 94025 (650) 233-1400 Christopher Partin, Esq. c/o Gunderson Dettmer, 550 Allerton Street Redwood City, CA, 94063 (650) 321-2400 Anthony Bishop, Esq. c/o Gunderson Dettmer, 550 Allerton Street Redwood City, CA, 94063 (650) 321-2400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/29/2024 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
DCM Ventures China Fund (DCM VIII), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,071,135.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 7: 26,071,135 Class A ordinary shares (represented by 718,865 ADSs), except that DCM VIII DGP, the general partner of Side Fund VIII, and DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have sole power to vote these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to vote these shares.
Note to Row 8: See Row 7
Note to Row 9: 26,071,135 Class A ordinary shares (represented by 718,865 ADSs), except that DCM VIII DGP, the general partner of Side Fund VIII, and DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have sole power to dispose of these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 10: See Row 9
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
DCM VIII, L.P. ("Side Fund VIII") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,156,596.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 7: 2,156,596 Class A ordinary shares (represented by 718,865 ADSs), except that DCM VIII DGP, the general partner of Side Fund VIII, and DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have sole power to vote these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to vote these shares.
Note to Row 8: See Row 7
Note to Row 9: 2,156,596 Class A ordinary shares (represented by 718,865 ADSs), except that DCM VIII DGP, the general partner of Side Fund VIII, and DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have sole power to dispose of these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 10: See Row 9
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
DCM Affiliates Fund VIII, L.P. ("Affiliates Fund VIII") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
642,658.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 7: 642,658 Class A ordinary shares (represented by 214,219 ADSs), except that DCM VIII DGP, the general partner of Affiliates Fund VIII, and DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have sole power to vote these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to vote these shares.
Note to Row 8: See Row 7
Note to Row 9: 642,658 Class A ordinary shares (represented by 214,219 ADSs), except that DCM VIII DGP, the general partner of Affiliates Fund VIII, and DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have sole power to dispose of these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 10: See Row 9
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
DCM Investment Management VIII, L.P. ("DCM VIII DGP") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,870,389.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 7: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held by Main Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. DCM VIII DGP, the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, may be deemed to have sole power to vote these shares, except that DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have sole power to vote these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to vote these shares.
Note to Row 8: See Row 7
Note to Row 9: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held by Main Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. DCM VIII DGP, the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, may be deemed to have sole power to dispose these shares, except that DCM VIII UGP, the general partner of DCM VIII DGP, may be deemed to have dispositive power to dispose these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to dispose these shares.
Note to Row 10: See Row 9
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
DCM International VIII, Ltd. ("DCM VIII UGP") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,870,389.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 7: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held by Main Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. DCM VIII UGP is the general partner of DCM VIII DGP, the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, and may be deemed to have sole power to vote these shares, except DCM VIII DGP, the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, may be deemed to have sole power to vote these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to vote these shares.
Note to Row 8: See Row 7
Note to Row 9: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held by Main Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. DCM VIII UGP is the general partner of DCM VIII DGP, the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, and may be deemed to have sole power to dispose these shares, except DCM VIII DGP, the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, may be deemed to have sole power to dispose these shares, and Bonner, Lin and Levi, the directors of DCM VIII UGP, may be deemed to have shared power to dispose these shares.
Note to Row 10: See Row 9
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
Matthew C. Bonner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,870,389.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7: See Row 8
Note to Row 8: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held by Main Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. Bonner is a director of DCM VIII UGP, the general partner of DCM VIII DGP, which is the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, and may be deemed to have shared power to vote these shares.
Note to Row 10: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held by Main Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. Bonner is a director of DCM VIII UGP, the general partner of DCM VIII DGP, which is the general partner of each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII, and may be deemed to have shared power to dispose these shares.
Note to Row 7: See Row 8
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
F. Hurst Lin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,870,389.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7: See Row 8
Note to Row 8: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held byMain Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. Lin is adirector of DCM VIII UGP, the general partner of DCM VIII DGP, which is the general partner of each of Main Fund VIII,Side Fund VIII and Affiliates Fund VIII, and may be deemed to have shared power to vote these shares.
Note to Row 10: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held byMain Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. Lin is adirector of DCM VIII UGP, the general partner of DCM VIII DGP, which is the general partner of each of Main Fund VIII,Side Fund VIII and Affiliates Fund VIII, and may be deemed to have shared power to vote these shares.
Note to Row 7: See Row 8
SCHEDULE 13D
|
| CUSIP No. | 74767N107 |
| 1 |
Name of reporting person
Andre G. Levi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,870,389.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7: See Row 8
Note to Row 8: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held byMain Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. Levi is adirector of DCM VIII UGP, the general partner of DCM VIII DGP, which is the general partner of each of Main Fund VIII,Side Fund VIII and Affiliates Fund VIII, and may be deemed to have shared power to vote these shares.
Note to Row 10: 28,870,389 Class A ordinary shares (represented by 9,623,463 ADSs) of which 26,071,135 shares are held byMain Fund VIII, 2,156,596 shares are held by Side Fund VIII and 642,658 shares are held by Affiliates Fund VIII. Levi is adirector of DCM VIII UGP, the general partner of DCM VIII DGP, which is the general partner of each of Main Fund VIII,Side Fund VIII and Affiliates Fund VIII, and may be deemed to have shared power to dispose these shares.
Note to Row 7: See Row 8
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
American Depositary Shares (ADS), each representing Three Class A Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
QuantaSing Group Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
2/F, BUILDING D, RONSIN TECHNOLOGY CENTER, CHAOYANG DISTRICT, BEIJING,
CHINA
, 100102. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and restates the Schedule 13D that was originally filed on November 17, 2023 (the "Original Schedule 13D"). This Amendment No. 1 relates to the Class A ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of QuantaSing Group Limited, a Cayman Islands exempted company (the "Company"). This Amendment No. 1 is being filed to update the aggregate percentage of the Ordinary Shares owned by the Reporting Persons due to accretion caused by the Issuer's repurchase of its Ordinary Shares from time to time since the date of the filing of the Original Schedule 13D. Based on the number of outstanding shares of the Issuer's Ordinary Shares as reported in its Form 20-F filed on August 29, 2024 with the Securities and Exchange Commission, such repurchases resulted in an increase of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D. This Amendment No. 1 also reflects the acquisition of Ordinary Shares by Main Fund VIII, Side Fund VIII and Affiliates Fund VIII since the date of the filing of the Original Schedule 13D. The Company's principal executive offices are located at 2/F, Building D, Ronsin Technology Center, Chaoyang District, Beijing 100102, People's Republic of China. The Company's ADSs each represent three Ordinary Shares. The Reporting Persons (as defined below) beneficially own Ordinary Shares. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of: (i) DCM Ventures China Fund (DCM VIII), L.P., a Cayman Islands exempted limited partnership ("Main Fund VIII"), (ii) DCM VIII, L.P., a Cayman Islands exempted limited partnership ("Side Fund VIII"), (iii) DCM Affiliates Fund VIII, L.P., a Cayman Islands exempted limited partnership ("Affiliates Fund VIII"), (iv) DCM Investment Management VIII, L.P., a Cayman Islands exempted limited partnership ("DCM VIII DGP"), (v) DCM International VIII, Ltd., a Cayman Islands exempted company ("DCM VIII UGP"), (vi) Matthew C. Bonner ("Bonner"), a citizen of the United States, (vii) F. Hurst Lin ("Lin"), a citizen of the United States and (viii) Andre G. Levi ("Levi"), a citizen of the United States (the foregoing entities and individuals are collectively referred to as the "Reporting Persons"). | |
| (b) | The principal business office of the Reporting Persons is 2420 Sand Hill Road, Suite 200, Menlo Park, California 94025. | |
| (c) | Main Fund VIII, Side Fund VIII, and Affiliates Fund VIII are venture capital funds. DCM VIII DGP is the general partner of each of Main Fund VIII, Side Fund VIII, and Affiliates Fund VIII and DCM VIII UGP is the general partner of DCM VIII DGP. Bonner, Lin and Levi are the directors of DCM VIII UGP (collectively, the "Directors"). | |
| (d) | None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been 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. | |
| (f) | (i) Main Fund VIII is a Cayman Islands exempted limited partnership, (ii) Side Fund VIII is a Cayman Islands exempted limited partnership, (iii) Affiliates Fund VIII is a Cayman Islands exempted limited partnership, (iv) DCM VIII DGP is a Cayman Islands exempted limited partnership, (v) DCM VIII UGP is a Cayman Islands exempted company, (vi) Bonner is a citizen of the United States, (vii) Lin is a citizen of the United States and (viii) Levi is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On April 23, 2018 and June 7, 2018, Main Fund VIII entered into a Share Subscription Agreement with the Company to acquire an aggregate of 20,153,473 of Series B preferred shares for a purchase price of $0.1800 per share for an aggregate purchase price of $3,627,617.77 and 4,590,654 Series C preferred shares for a purchase price of $0.568621807 per share for an aggregate purchase price of $2,610,345.97. All of the preferred shares held by Main Fund VIII were converted, in connection with the Offering on January 24, 2023, as Ordinary Shares on the basis of one preferred share for each Ordinary Share.
On April 23, 2018 and June 7, 2018, Side Fund VIII entered into a Share Subscription Agreement with the Company to acquire an aggregate of 1,667,089 of Series B preferred shares for a purchase price of $0.1800 per share for an aggregate purchase price of $300,075.35 and 379,737 Series C preferred shares for a purchase price of $0.568621807 per share for an aggregate purchase price of $215,926.74. All of the preferred shares held by Side Fund VIII were converted, in connection with the Offering on January 24, 2023, as Ordinary Shares on the basis of one preferred share for each Ordinary Share.
On April 23, 2018 and June 7, 2018, Affiliates Fund VIII entered into a Share Subscription Agreement with the Company to acquire an aggregate of 496,556 of Series B preferred shares for a purchase price of $0.1800 per share for an aggregate purchase price of $89,379.88 and 113,108 Series C preferred shares for a purchase price of $0.568621807 per share for an aggregate purchase price of $64,315.68. All of the preferred shares held by Affiliates Fund VIII were converted, in connection with the Company's Offering on January 24, 2023, as Ordinary Shares on the basis of one preferred share for each Ordinary Share.
On January 24, 2023, each of Main Fund VIII, Side Fund VIII and Affiliates Fund VIII acquired an aggregate of 400,000 ADSs representing 1,200,000 Ordinary Shares in the aggregate for a purchase price of $12.50 per ADS for an aggregate purchase price of $5,000,000 with Main Fund VIII acquiring 1,083,660 Ordinary Shares, Side Fund VIII acquiring 89,640 Ordinary Shares and Affiliates Fund VIII acquiring 26,700 Ordinary Shares.
On March 26, 2024, Main Fund VIII purchased 22,754 ADSs representing 68,262 Ordinary Shares, Side Fund VIII purchased 1,882 ADSs representing 5,646 Ordinary Shares and Affiliates Fund VIII purchased 561 ADSs representing 1,683 Ordinary Shares at a price of $4.1396 per share, or $104,305.50 in the aggregate, in an open market purchase.
On March 27, 2024, Main Fund VIII purchased 16,499 ADSs representing 49,497 Ordinary Shares, Side Fund VIII purchased 1,365 ADSs representing 4,095 Ordinary Shares and Affiliates Fund VIII purchased 406 ADSs representing 1,218 Ordinary Shares at a price of $4.1539 per share, or $75,891.75 in the aggregate, in an open market purchase.
On March 28, 2024, Main Fund VIII purchased 41,863 ADSs representing 125,589 Ordinary Shares, Side Fund VIII purchased 3,463 ADSs representing 10,389 Ordinary Shares and Affiliates Fund VIII purchased 1,031 ADSs representing 3,093 Ordinary Shares at a price of $4.0974 per share, or $189,943.17 in the aggregate, in an open market purchase.
The source of the funds for all purchases and acquisitions by the Reporting Persons was from working capital.
No part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons consummated the transactions described herein in order to acquire an interest in the Company for investment purposes. The Reporting Persons expect to evaluate the Company's financial condition and prospects and their respective interests in, and intentions with respect to, the Company and their respective investments in the securities of the Company, on an on-going basis, which review may be based on various factors, including the Company's business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company's securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase or decrease its holdings in the Company that the Reporting Persons now own or may hereafter acquire, including sales pursuant to the exercise of the registration rights provided by the Amended and Restated Shareholders' Agreement, dated as of January 24, 2023, by and among the Company, Main Fund VIII, Side Fund VIII and Affiliates Fund VIII and certain other parties thereto.
Frank Hurst Lin is a Company director named by one or more Reporting Persons.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do, however, reserve the right in the future to adopt such plans or proposals subject to compliance with applicable regulatory requirements. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person. Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership in the securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. The percentage listed in Row 11 for each Reporting Person was calculated based upon 103,776,127 outstanding Ordinary Shares as of June 30, 2024 as reported in its Form 20-F filed on August 29, 2024 with the Securities and Exchange Commission. | |
| (b) | Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person. Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership in the securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. The percentage listed in Row 11 for each Reporting Person was calculated based upon 103,776,127 outstanding Ordinary Shares as of June 30, 2024 as reported in its Form 20-F filed on August 29, 2024 with the Securities and Exchange Commission. | |
| (c) | Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Ordinary Shares or ADSs of the Company during the past 60 days. | |
| (d) | Under certain circumstances set forth in the limited partnership agreement of each of Main Fund VIII, Side Fund VIII, Affiliates Fund VIII and the amended and restated articles of memorandum and association of DCM VIII UGP and DCM VIII UGP, the partners and shareholders of each of such entities, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Company owned by each such entity of which they are a partner or shareholder. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth and/or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated by reference into this Item 6.
In connection with acquisition of the preferred shares of the Company, Main Fund VIII, Side Fund VIII and Affiliates Fund VIII and certain other investors entered into an Amended and Restated Shareholder's Agreement dated as of December 20, 2022, entitling such parties to the registration of their shares, including demand registration rights, Form F-3 or Form S-3 registration rights, deferral of registration, and piggyback registration. The Amended and Restated Shareholder's Agreement also provides information and inspection rights, preemptive rights and rights related to appointment of directors to certain shareholders, but such rights automatically terminated upon the closing of Company's initial public offering. This summary description does not purport to be complete, and is qualified in its entirety by the Amended and Restated Shareholder's Agreement, a copy of which is filed as Exhibit 10.3 of the Issuer's F-1 filed with the Securities and Exchange Commission on December 20, 2022, which is incorporated herein by reference.
Frank Hurst Lin ("Lin"), in his capacity as a director of the Company, and along with the other directors of the Company, entered into an indemnification agreement with the Company providing for indemnification to the fullest extent permitted by applicable law and the Company's articles of association, from and against all costs, charges, expenses, liabilities and losses incurred in connection with any litigation, suit or proceeding to which such director is or is threatened to be made a party, witness or other participant, as more fully described in the Prospectus and incorporated herein by reference. This summary description does not purport to be complete, and is qualified in its entirety by the Form of Indemnification Agreement filed with the Securities and Exchange Commission as Exhibit 10.3 to the Company's Registration Statement on Form F-1 and is incorporated herein by reference.
In connection with the Company's initial public offering, Reporting Persons, together with other existing shareholders and executive officers and directors of the Company, entered into Lock-Up Letters and a Lock-Up Side Letter, as more fully described in the Prospectus and incorporated herein by reference. Pursuant to such Lock-Up Letters and Lock-Up Side Letter, the Reporting Persons agreed that they will not sell, transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for our ADSs or ordinary shares for a period of 180 days after the public offering date set forth on the final prospectus of the Company. | ||
| Item 7. | Material to be Filed as Exhibits. | |
EXHIBIT 1 Agreement of Joint Filing
EXHIBIT 2 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.3 of the Issuer's F-1(file No. 333-268907), as amended, initially filed with the SEC on December 20, 2022)).
EXHIBIT 3 Lock-Up Letters entered into by and among the Issuer, the underwriters and certain others (incorporated by reference to Exhibit A of the Issuer's Underwriting Agreement which is Exhibit 1.1 of the Issuer's F-1 (file No. 333-268907), as amended, initially filed with the SEC on January 23, 2023)).
EXHIBIT 4 Amended and Restated Shareholders' Agreement between the Issuer and other parties thereto dated December 20, 2022 (incorporated herein by reference to Exhibit 4.4 to the Issuer's registration statement on Form F-1 (file no. 333-268907), as amended, initially filed with the SEC on December 20, 2022)
EXHIBIT 5 Form of Indemnification Agreement for Officers and Directors (incorporated herein by reference to Exhibit 10.3 to the Issuer's registration statement on Form F-1 (file No. 333-268907), as amended, initially filed with the SEC on December 20, 2022).
EXHIBIT 6 Lock-Up Side Letter entered into by and among the Issuer, the underwriters and certain others. | ||
| 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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Comments accompanying signature:
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies. |