Sec Form 13G Filing - Tembusu Ltd filing for 36KR HLDGS INC SPOSORED ADR NE (KRKR) - 2023-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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, 2022

(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 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).

(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

(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]

(c) Citizenship

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

Su is a citizen of the Republic of Singapore.

(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.

Not applicable.

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, 2022:

(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.*

(c) Number of shares as to which such person has:

(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.*

Not applicable.

Not applicable

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Exhibits:

Not applicable.

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 14, 2023