QuantaSing Group Ltd — Major Shareholding Notification 2024

Jan 23, 2024

SC 13G 1 tm243686d1_sc13g.htm SC 13G

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

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

Field: Rule-Page

Field: /Rule-Page

Under the Securities Exchange Act of 1934

(Amendment No. )*

QuantaSing Group Limited

(Name of Issuer)

Field: Rule-Page

Field: /Rule-Page

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

74767N107**

(CUSIP Number)

Field: Rule-Page

Field: /Rule-Page

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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

CUSIP No. 74767N107** 13G Page 1 of 7 Pages

Field: /Page

| 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.

Field: Page; Sequence: 2

CUSIP No. 74767N107** 13G Page 2 of 7 Pages

Field: /Page

| 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.

Field: Page; Sequence: 3

CUSIP No. 74767N107** 13G Page 3 of 7 Pages

Field: /Page

| 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.

Field: Page; Sequence: 4

CUSIP No. 74767N107** 13G Page 4 of 7 Pages

Field: /Page

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. |

Field: Page; Sequence: 5

CUSIP No. 74767N107** 13G Page 5 of 7 Pages

Field: /Page

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 — 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.
Not applicable

Field: Page; Sequence: 6

CUSIP No. 74767N107** 13G Page 6 of 7 Pages

Field: /Page

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

Field: Page; Sequence: 7

CUSIP No. 74767N107** 13G Page 7 of 7 Pages

Field: /Page

EXHIBIT INDEX

Exhibit No.
99.1	Joint Filing Agreement

Field: Page; Sequence: 8; Options: Last

Field: /Page