Sec Form 13G Filing - Tembusu Ltd @ 36Kr Holdings Inc.

Sec Form 13G Filing - Tembusu Ltd filing for 36Kr Holdings Inc. (KRKR) - 2020-02-12

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

36Kr Holdings Inc.

(Name of Issuer)

Class A Ordinary Shares $0.0001 par value per share

(Title of Class of Securities)

88429K 10 3**

(CUSIP Number)

December 31, 2019

(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)

*	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.

CUSIP number 88429K 10 3 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “KRKR.” One ADS represents twenty-five Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares 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. 88429K 10 3		SCHEDULE 13G

(1)	This statement on Schedule 13G is filed by Tembusu Limited (“Tembusu”) and David Su Tuong Sing, the sole member of Tembusu (“Su,” together with Tembusu, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	All of such shares are Class A ordinary shares held by Tembusu. Su, the sole member of Tembusu, may exercise voting and dispositive power over these shares.

(3)	This percentage is calculated based on a total of 937,358,520 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 88429K 10 3		SCHEDULE 13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	All of such shares are Class A ordinary shares held by Tembusu. Su, the sole member of Tembusu, may exercise voting and dispositive power over these shares.

(3)	This percentage is calculated based on a total of 937,358,520 Class A ordinary shares outstanding as of December 31, 2019, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 88429K 10 3		SCHEDULE 13G

Item 1. Issuer

(a) Name of Issuer: 36Kr Holdings Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

5-6F Twr A1 Junhao Ctr Park Pl 10 S Chaoyang Pk Av

Chaoyang Beijing, 100026

People’s Republic of China


Item 2. Filing Person

(a) – (c) Name of Persons Filing; Address; Citizenship:

This statement on Schedule 13G is being filed jointly by the following persons, collectively, the “Reporting Persons”:

(a) Name of Person Filing

Tembusu Limited (“Tembusu”)

David Su Tuong Sing (“Su”)

(b) Address of Principal Business Office or, if none, Residence

Tembusu Limited

Trinity Chambers

PO Box 4301, Road Town

Tortola, British Virgin Islands

David Su Tuong Sing

Flat 2807, 28/F

AIA Central

No. 1 Connaught Road, Central

Hong Kong, China

Tembusu is a limited liability company organized under the laws of the British Virgin Islands.

Su is a citizen of the Republic of Singapore.


CUSIP No. 83356Q108		SCHEDULE 13G

(d) Title of Class of Securities: ordinary shares, par value of $0.0001 per share, of the issuer.

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to twenty-five votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(e) CUSIP No.: 88429K 10 3

CUSIP number 88429K 10 3 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “KRKR.” No CUSIP number has been assigned to ordinary shares of the issuer.

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:

Not applicable.

Item 4.

Ownership

The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2019:

(a) Amount beneficially owned:

See Row 9 and the corresponding footnotes on the cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 and the corresponding footnotes on the cover page for each Reporting Person.

(i) Sole power to vote or to direct the vote:

See Row 5 and the corresponding footnotes on the cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 and the corresponding footnotes on the cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 and the corresponding footnotes on the cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 and the corresponding footnotes on the cover page for each Reporting Person.

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.

Exhibits:


Exhibit I:		Joint Filing Agreement by and among Tembusu Limited and David Su Tuong Sing.


CUSIP No. 83356Q108		SCHEDULE 13G

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: February 12, 2020

TEMBUSU LIMITED


By:		/s/ David Su Tuong Sing
Name:		David Su Tuong Sing
Title:		Sole Member

/s/ David Su Tuong Sing DAVID SU TUONG SING

Names of Reporting Persons

Tembusu Limited

Check the appropriate box if a member of a Group (see instructions)

(a) ☐ (b) ☒(1)

Sec Use Only

Citizenship or Place of Organization

British Virgin Islands