Huang Amends 51Talk Stake Filing

TL;DR

Jack Jiajia Huang updated his 51Talk ownership filing - watch for potential moves.

AI Summary

Jack Jiajia Huang has filed an amendment (Amendment No. 5) to Schedule 13D for 51Talk Online Education Group, reporting a change in beneficial ownership as of July 11, 2024. The filing indicates a shift in the reporting person's stake in the company's Class A ordinary shares.

Why It Matters

Changes in beneficial ownership filings like this can signal significant shifts in control or investment strategy by major shareholders, potentially impacting stock price and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate a change in a significant shareholder's position or intentions, which can introduce uncertainty and volatility.

Key Players & Entities

• Jack Jiajia Huang (person) — Reporting Person
• 51Talk Online Education Group (company) — Subject Company
• Skadden, Arps, Slate, Meagher & Flom LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — er) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securiti
• $1.6 m — in the open market for approximately US$1.6 million, using its capital from previous
• $0.8 million — in the open market for approximately US$0.8 million from October 20, 2023 through February
• $0.9 m — in the open market for approximately US$0.9 million, using its capital from previous
• $0.7 million — in the open market for approximately US$0.7 million using its own capital. F rom August 31,
• $0.2 m — in the open market for approximately US$0.2 million, using its own capital. F rom Ju
• $0.5 m — in the open market for approximately US$0.5 million, using his own capital. Apart fr

Filing Documents

• tm2418952d1_sc13da.htm (SC 13D/A) — 62KB
• 0001104659-24-079109.txt ( ) — 63KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Statement

Item 3 of the Statement is hereby amended and restated by the following: Dasheng Global entered into Rule 10b5-1 trading plans, dated as of March 31, 2022 and June 30, 2022, respectively, with Tiger Brokers (Singapore) Pte Ltd (the “ Trading Plans ”). Under the Trading Plans, Dasheng Global proposes to purchase a total of 1,100,000 ADSs of the Issuer. Pursuant to the Trading Plans, through the date hereof, Dasheng Global has purchased 1,025,415 ADSs in the open market for approximately US$1.6 million, using its capital from previous disposition of its holding of the Issuer’s ADSs. On December 15, 2022, the Issuer effected a change of the ratio of its ADSs to Class A ordinary shares from one ADS representing fifteen Class A ordinary shares to one ADS representing sixty Class A ordinary shares. Dasheng Global entered into a Rule 10b5-1 trading plan, dated as of June 30, 2023, with Tiger Brokers (Singapore) Pte Ltd (the “2023 Trading Plan”). Under the 2023 Trading Plan, Dasheng Global proposes to purchase a total of 250,000 ADSs of the Issuer. Pursuant to the 2023 Trading Plan, Dasheng Global has purchased 103,223 ADSs in the open market for approximately US$0.8 million from October 20, 2023 through February 20, 2024, using its own capital. In addition, from March 28 through September 19, 2022, Dasheng Global purchased a total of 562,106 ADSs of the Issuer in the open market for approximately US$0.9 million, using its capital from previous disposition of its holding of the Issuer’s ADSs. From September 20, 2022 through June 30, 2023, Dasheng Global purchased a total of 102,984 ADSs of the Issuer in the open market for approximately US$0.7 million using its own capital. F rom August 31, 2023 through September 23, 2023, Dasheng Global purchased a total of 26,315 ADSs of the Issuer in the open market for approximately US$0.2 million, using its own capital. F rom June 14, 2024 through June 29, 2024 Mr. Jack Jiajia Huang purchased a

of the Statement

Item 4 of the Statement is hereby amended and restated as follows: The information set forth in Item 3 is hereby incorporated by reference in its entirety. The open-market purchases were made for investment purposes. Except for potential future purchases under the 2024 Trading Plan and potential future receipt of awards that may be granted to Mr. Huang under the Issuer’s share incentive plans, the Reporting Person has no present plan or proposal to acquire additional securities of the Issuer. The Reporting Person intends to review his shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by him in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. CUSIP No. 16954L 204 13D/A Page 5 of 5 Pages

Interest in Securities

Item 5. Interest in Securities of the Issuer

of the Statement

Item 5 of the Statement is hereby amended and restated as follows: (a) and (b): The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Schedule 13D amendment are hereby incorporated by reference in this Item 5. The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 29, 2024 (taking into account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. (c): Except as set forth on Schedule I attached hereto, the Reporting Person has not effected any transaction in the ordinary shares of the Issuer during the past 60 days. (d): Except as disclosed in this Schedule 13D amendment, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Person. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

of the Statement

Item 6 of the Statement is hereby amended and restated by the following: The information set forth in Item 3 is hereby incorporated by reference in its entirety. A form of the Trading Plans is attached as Exhibit A and the 2023 Trading Plan is attached as Exhibit B, all of which are incorporated herein by reference. To the best knowledge of the Reporting Person, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. Item 7. Material to be Filed as Exhibits.

of the Statement is hereby amended

Item 7 of the Statement is hereby amended and restated as follows: Exhibit No. Description A Form of Rule 10b5-1 Trading Plans (incorporated by reference to Exhibit B to Schedule 13D filed on July 25, 2022 by the reporting person with the Securities and Exchange Commission) B Rule 10b5-1 Trading Plan Agreement (incorporated by reference to Exhibit C to Schedule 13D amendment filed on November 29, 2023 by the reporting person with the Securities and Exchange Commission) 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: July 11, 2024 Jack Jiajia Huang /s/ Jack Jiajia Huang Schedule I 60-Day Trading History Trade Date Amount of ADSs (Each Representing 60 Class A Ordinary Shares) Purchased Weighted Average Price Per ADS (US$) June 14, 2024 2,576 7.42 June 15, 2024 7 7.55 June 17, 2024 5,775 8.29 June 18, 2024 9,050 9.24 June 19, 2024 1,400 9.18 June 20, 2024 3,299 9.59 June 21, 2024 2,003 9.91 June 22, 2024 1,073 9.99 June 24, 2024 4,000 9.64 June 25, 2024 2,952 9.79 June 26, 2024 2,052 10.20 June 27, 2024 17,640 11.83 June 29, 2024 2,000 13.02 The above transactions were effected by Jack Jiajia Huang in the open market.

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View this SC 13D/A filing on SEC EDGAR