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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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QuantaSing Group Ltd (Name of Issuer) |
Class A ordinary shares (Title of Class of Securities) |
74767N107 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons
Prospect Avenue Capital Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,808,649.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.75 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comments to item 6&8&9: Represents 602,883 American Depositary Shares (representing 1,808,649 Class A ordinary shares) directly held by Prospect Avenue Capital Limited Partnership. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership. Prospect Avenue Capital Inc. is controlled by Mr. Ming Liao.Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission for the fiscal year ended June 30, 2024 on August 29, 2024 (the "Issuer's 20-F Filing"). Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Prospect Avenue Capital Limited Partnership represent approximately 0.30% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons
Prospect Avenue Capital Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
 (a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,608,539.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.52 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Comments to item 6&8&9: Consists of (i) 602,883 American Depositary Shares (representing 1,808,649 Class A ordinary shares) directly held by Prospect Avenue Capital Limited Partnership, and (ii) 266,630 American Depositary Shares (representing 799,890 Class A ordinary shares) directly held by Prospect Avenue Capital Inc. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership. Prospect Avenue Capital Inc. is controlled by Mr. Ming Liao.Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Prospect Avenue Capital Inc. represent approximately 0.43% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons
Foley Square Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,042,224.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Comments to item 6&8&9: Represents 347,408 American Depositary Shares (representing 1,042,224 Class A ordinary shares) directly held by Foley Square Investment Limited, which is controlled by Mr. Ming Liao.Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Foley Square Investment Limited represent approximately 0.17% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 74767N107 |
| 1 | Names of Reporting Persons
Ming Liao | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,650,763.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.53 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comments to item 6&8&9: Consists of (i) 602,883 American Depositary Shares (representing 1,808,649 Class A ordinary shares) directly held by Prospect Avenue Capital Limited Partnership, (ii) 266,630 American Depositary Shares (representing 799,890 Class A ordinary shares) directly held by Prospect Avenue Capital Inc. and (iii) 347,408 American Depositary Shares (representing 1,042,224 Class A ordinary shares) directly held by Foley Square Investment Limited. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership. Both Prospect Avenue Capital Inc. and Foley Square Investment Limited are controlled by Mr. Ming Liao.Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Mr. Ming Liao represent approximately 0.61% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
QuantaSing Group Ltd | |
| (b) | Address of issuer's principal executive offices:
2/F, BUILDING D, RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT, BEIJING, F4, 100102 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Prospect Avenue Capital Limited Partnership(ii) Prospect Avenue Capital Inc.(iii) Foley Square Investment Limited(iv) Mr. Ming Liao(collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The addresses of the Reporting Persons are:(i) Prospect Avenue Capital Limited PartnershipRoom No. 2524-252525/F, Sun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong(ii) Prospect Avenue Capital Inc.Room No. 2524-252525/F, Sun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong(iii) Foley Square Investment LimitedFlat/RM A1,11/F, Success Commercial BuildingNo. 245-251 Hennessy RoadWanchai, Hong Kong(iv) Mr. Ming LiaoRoom No. 2524-252525/F, Sun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong | |
| (c) | Citizenship:
Prospect Avenue Capital Limited Partnership - Cayman IslandsProspect Avenue Capital Inc. - Cayman IslandsFoley Square Investment Limited - Hong KongMr. Ming Liao - Hong Kong | |
| (d) | Title of class of securities:
Class A ordinary shares | |
| (e) | CUSIP No.:
74767N107 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Prospect Avenue Capital Limited Partnership directly holds 1,808,649 Class A ordinary shares.Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership, and as such, Prospect Avenue Capital Inc. may in the aggregate exercise voting and dispositive power over 2,608,539 Class A ordinary shares, consisting of (i) 1,808,649 Class A ordinary shares directly held by Prospect Avenue Capital Limited Partnership, and (ii) 799,890 Class A ordinary shares directly held by Prospect Avenue Capital Inc.Foley Square Investment Limited directly holds 1,042,224 Class A ordinary shares.Both Prospect Avenue Capital Inc. and Foley Square Investment Limited are controlled by Mr. Ming Liao, and as such, Mr. Ming Liao may in the aggregate exercise voting and dispositive power over 3,650,763 Class A ordinary shares, consisting of (i) 1,808,649 Class A ordinary shares directly held by Prospect Avenue Capital Limited Partnership, (ii) 799,890 Class A ordinary shares directly held by Prospect Avenue Capital Inc. and (iii) 1,042,224 Class A ordinary shares directly held by Foley Square Investment Limited. | |
| (b) | Percent of class:
Prospect Avenue Capital Limited Partnership beneficially owns 1.75% of the outstanding Class A ordinary shares, 1.18% of the total outstanding ordinary shares and 0.30% of the aggregate voting power.Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership, and as such, in the aggregate beneficially owns 2.52% of the outstanding Class A ordinary shares, 1.70% of the total outstanding ordinary shares and 0.43% of the aggregate voting power.Foley Square Investment Limited beneficially owns 1.01% of the outstanding Class A ordinary shares, 0.68% of the total outstanding ordinary shares and 0.17% of the aggregate voting power.Both Prospect Avenue Capital Inc. and Foley Square Investment Limited are controlled by Mr. Ming Liao, and as such, Mr. Ming Liao in the aggregate beneficially own 3.53% of the outstanding Class A ordinary shares, 2.38% of the total outstanding ordinary shares and 0.61% of the aggregate voting powerThe above-mentioned percents of class are calculated based on 103,479,961 outstanding Class A ordinary shares and 49,859,049 outstanding Class B ordinary shares as reported in the Issuer's 20-F Filing. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Prospect Avenue Capital Limited Partnership holds no Class A ordinary shares with sole voting power or the ability to direct the vote.Prospect Avenue Capital Inc. holds no Class A ordinary shares with sole voting power or the ability to direct the vote.Foley Square Investment Limited holds no Class A ordinary shares with sole voting power or the ability to direct the vote.Mr. Ming Liao holds no Class A ordinary shares with sole voting power or the ability to direct the vote. | ||
| (ii) Shared power to vote or to direct the vote:
Prospect Avenue Capital Limited Partnership holds 1,808,649 Class A ordinary shares with shared voting power or the ability to direct the vote.Prospect Avenue Capital Inc. holds 2,608,539 Class A ordinary shares with shared voting power or the ability to direct the vote.Foley Square Investment Limited holds 1,042,224 Class A ordinary shares with shared voting power or the ability to direct the vote.Mr. Ming Liao holds 3,650,763 Class A ordinary shares with shared voting power or the ability to direct the vote. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Prospect Avenue Capital Limited Partnership holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.Prospect Avenue Capital Inc. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.Foley Square Investment Limited holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.Mr. Ming Liao holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Prospect Avenue Capital Limited Partnership holds 1,808,649 Class A ordinary shares with shared power to dispose of or direct the disposition of.Prospect Avenue Capital Inc. holds 2,608,539 Class A ordinary shares with shared power to dispose of or direct the disposition of.Foley Square Investment Limited holds 1,042,224 Class A ordinary shares with shared power to dispose of or direct the disposition of.Mr. Ming Liao holds 3,650,763 Class A ordinary shares with shared power to dispose of or direct the disposition of. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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: Not Applicable.
Ex
hibit Information
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Exhibit 99.1: Joint Filing Agreement by and among Prospect Avenue Capital Limited Partnership, Prospect Avenue Capital Inc., Foley Square Investment Limited and Ming Liao (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed with the U.S. Securities and Exchange Commission by the Reporting Persons on February 9, 2024. |