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    Amendment: SEC Form SC 13G/A filed by QuantaSing Group Limited

    11/13/24 5:43:22 PM ET
    $QSG
    Other Consumer Services
    Real Estate
    Get the next $QSG alert in real time by email
    SC 13G/A 1 tm2427620d9_sc13ga.htm SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)*

     

    QuantaSing Group Limited

    (Name of Issuer)

     

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

    (Title of Class of Securities)

     

    74767N107**

    (CUSIP Number)

     

    September 30, 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:

     

    ¨

    ¨

    x

    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.

     

    ** This CUSIP number applies to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “QSG.” Each ADS represents three Class A ordinary shares, par value US$0.0001 per share, of the Issuer. No CUSIP number has been assigned to the Class A 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.   74767N107**
    1.

    Names of Reporting Persons

    GGV Discovery I, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1) 

    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

     

    6.

    Shared Voting Power

    8,257,686 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    8,257,686 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    8,257,686 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    5.4% of Ordinary Shares (8.0% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    PN

           

    (1)This Schedule 13G is filed by GGV Discovery I, L.P., GGV Capital VI Entrepreneurs Fund L.P., GGV Discovery I L.L.C., GGV Capital VI Entrepreneurs Fund L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards, and Hans Tung (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)Consists of 8,257,686 Class A ordinary shares represented by 2,752,562 American Depositary Shares (“ADS”) held by GGV Discovery I, L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. As such, GGV Discovery I L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. GGV Discovery I L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards, and Hans Tung are Managing Directors of GGV Discovery I L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    2 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    GGV Discovery I L.L.C.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1) 

    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

     

    6.

    Shared Voting Power

    8,257,686 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    8,257,686 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    8,257,686 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    5.4% of Ordinary Shares (8.0% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    OO

           

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

     

    (2)Consists of 8,257,686 Class A ordinary shares represented by 2,752,562 ADS held by GGV Discovery I, L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. As such, GGV Discovery I L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. GGV Discovery I L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    3 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    GGV Capital VI Entrepreneurs Fund L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1)

    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

     

    6.

    Shared Voting Power

    356,091 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    356,091 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    356,091 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    0.2% of Ordinary Shares (0.3% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    PN

           

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

     

    (2)Consists of 356,091 Class A ordinary shares represented by 118,697 ADS held by GGV Capital VI Entrepreneurs Fund L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. As such, GGV Capital VI Entrepreneurs Fund L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital VI Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital VI Entrepreneurs Fund L.P. GGV Capital VI Entrepreneurs Fund L.L.C. owns no securities of the Issuer directly. Jixun Foo, Jenny Hongwei Lee, Jeffrey Gordon Richards, Glenn Brian Solomon and Hans Tung, are Managing Directors of GGV Capital VI Entrepreneurs Fund L.L.C. As such, Jixun Foo, Jenny Hongwei Lee, Jeffrey Gordon Richards, Glenn Brian Solomon and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital VI Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Jenny Hongwei Lee, Jeffrey Gordon Richards, Glenn Brian Solomon and Hans Tung own no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    4 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    GGV Capital VI Entrepreneurs Fund L.L.C.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1)

    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

     

    6.

    Shared Voting Power

    356,091 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    356,091 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    356,091 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    0.2% of Ordinary Shares (0.3% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    OO

           

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

     

    (2)Consists of 356,091 Class A ordinary shares represented by 118,697 ADS held by GGV Capital VI Entrepreneurs Fund L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. As such, GGV Capital VI Entrepreneurs Fund L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital VI Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital VI Entrepreneurs Fund L.P. GGV Capital VI Entrepreneurs Fund L.L.C. owns no securities of the Issuer directly. Jixun Foo, Jenny Hongwei Lee, Jeffrey Gordon Richards, Glenn Brian Solomon and Hans Tung, are Managing Directors of GGV Capital VI Entrepreneurs Fund L.L.C. As such, Jixun Foo, Jenny Hongwei Lee, Jeffrey Gordon Richards, Glenn Brian Solomon and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital VI Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Jenny Hongwei Lee, Jeffrey Gordon Richards, Glenn Brian Solomon and Hans Tung own no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    5 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    Jixun Foo

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

    Singapore

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    6.

    Shared Voting Power

    8,613,777 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    8,613,777 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    8,613,777 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    5.6% of Ordinary Shares (8.3% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    IN

           

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

     

    (2)Consists of (i) 8,257,686 Class A ordinary shares represented by 2,752,562 ADS held by GGV Discovery I, L.P and (ii) 356,091 Class A ordinary shares represented by 118,697 ADS held by GGV Capital VI Entrepreneurs Fund L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. and GGV Capital VI Entrepreneurs Fund L.L.C. As such, Jixun Foo has shared power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P., and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo owns no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    6 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    Glenn Solomon

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

    United States of America

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    6.

    Shared Voting Power

    8,613,777 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    8,613,777 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    8,613,777 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    5.6% of Ordinary Shares (8.3% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    IN

           

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

     

    (2)Consists of (i) 8,257,686 Class A ordinary shares represented by 2,752,562 ADS held by GGV Discovery I, L.P and (ii) 356,091 Class A ordinary shares represented by 118,697 ADS held by GGV Capital VI Entrepreneurs Fund L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. and GGV Capital VI Entrepreneurs Fund L.L.C. As such, Glenn Solomon has shared power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P., and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. Glenn Solomon owns no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    7 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    Jenny Hong Wei Lee

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

    Singapore

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    6.

    Shared Voting Power

    8,613,777 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    8,613,777 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    8,613,777 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    5.6% of Ordinary Shares (8.3% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    IN

           

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

     

    (2)Consists of (i) 8,257,686 Class A ordinary shares represented by 2,752,562 ADS held by GGV Discovery I, L.P and (ii) 356,091 Class A ordinary shares represented by 118,697 ADS held by GGV Capital VI Entrepreneurs Fund L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. and GGV Capital VI Entrepreneurs Fund L.L.C. As such, Jenny Hong Wei Lee has shared power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P., and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. Jenny Hong Wei Lee owns no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    8 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    Jeffrey Gordon Richards

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

    United States of America

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    6.

    Shared Voting Power

    8,613,777 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    8,613,777 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    8,613,777 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    5.6% of Ordinary Shares (8.3% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    IN

           

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

     

    (2)Consists of (i) 8,257,686 Class A ordinary shares represented by 2,752,562 ADS held by GGV Discovery I, L.P and (ii) 356,091 Class A ordinary shares represented by 118,697 ADS held by GGV Capital VI Entrepreneurs Fund L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. and GGV Capital VI Entrepreneurs Fund L.L.C. As such, Jeffrey Gordon Richards has shared power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P., and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. Jeffrey Gordon Richards owns no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    9 

     

     

    CUSIP No.   74767N107**
    1.

    Names of Reporting Persons

    Hans Tung

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨    (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

    United States of America

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    6.

    Shared Voting Power

    8,613,777 (2)

    7.

    Sole Dispositive Power

     

    8.

    Shared Dispositive Power

    8,613,777 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

    8,613,777 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

    5.6% of Ordinary Shares (8.3% of Class A Ordinary Shares) (3)

    12.

    Type of Reporting Person (See Instructions)

    IN

           

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

     

    (2)Consists of (i) 8,257,686 Class A ordinary shares represented by 2,752,562 ADS held by GGV Discovery I, L.P and (ii) 356,091 Class A ordinary shares represented by 118,697 ADS held by GGV Capital VI Entrepreneurs Fund L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. and GGV Capital VI Entrepreneurs Fund L.L.C. As such, Hans Tung has shared power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P., and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. Hans Tung owns no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    10 

     

     

    Item 1.
      (a)

    Name of Issuer

    QuantaSing Group Limited

      (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

    GGV Discovery I, L.P.

    GGV Capital VI Entrepreneurs Fund L.P.

    GGV Discovery I L.L.C.

    GGV Capital VI Entrepreneurs Fund L.L.C.

    Jixun Foo

    Glenn Solomon

    Jenny Hong Wei Lee

    Jeffrey Gordon Richards

    Hans Tung

      (b)

    Address of Principal Business Office or, if none, Residence

    GGV Capital

    3000 Sand Hill Road, Suite 4-230

    Menlo Park, California 94025

    United States of America

                            (c)       Citizenship

        Name  Citizenship or Place of Organization
        GGV Discovery I, L.P.  Cayman Islands
        GGV Capital VI Entrepreneurs Fund L.P.  Cayman Islands
        GGV Discovery I L.L.C.  Cayman Islands
        GGV Capital VI Entrepreneurs Fund L.L.C.  Cayman Islands
        Jixun Foo  Singapore
        Glenn Solomon  United States of America
        Jenny Hong Wei Lee  Singapore
        Jeffrey Gordon Richards  United States of America
        Hans Tung  United States of America

     

      (d)

    Title of Class of Securities

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

      (e)

    CUSIP Number

    74767N107**

     

    ** This CUSIP number applies to the American Depositary Shares (“ADS”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “QSG.” Each ADS represents three Class A ordinary shares, par value US$0.0001 per share, of the Issuer. No CUSIP number has been assigned to the Class A Ordinary Shares of the Issuer.

     

    11 

     

     

    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 regarding the aggregate number and percentage of the Class A Ordinary Shares of the Issuer identified in Item 1 is provided as of September 30, 2024:

     

    Reporting Persons  Shares Held
    Directly (1)
      

    Shared
    Voting
    Power

       Shared
    Dispositive
    Power
       Beneficial
    Ownership
       Percentage
    of Total
    Ordinary
    Shares (3)
       Percentage
    of Class A
    Ordinary
    Shares (3)
     
    GGV Discovery I L.P.   8,257,686    8,257,686    8,257,686    8,257,686    5.4%   8.0%
    GGV Capital VI Entrepreneurs Fund L.P.   356,091    356,091    356,091    356,091    0.2%   0.3%
    GGV Discovery I L.L.C. (2)   0    8,257,686    8,257,686    8,257,686    5.4%   8.0%
    GGV Capital VI Entrepreneurs Fund L.L.C (2).   0    356,091    356,091    356,091    0.2%   0.3%
    Jixun Foo (2)   0    8,613,777    8,613,777    8,613,777    5.6%   8.3%
    Glenn Solomon (2)   0    8,613,777    8,613,777    8,613,777    5.6%   8.3%
    Jenny Hong Wei Lee (2)   0    8,613,777    8,613,777    8,613,777    5.6%   8.3%
    Jeffrey Gordon Richards (2)   0    8,613,777    8,613,777    8,613,777    5.6%   8.3%
    Hans Tung (2)   0    8,613,777    8,613,777    8,613,777    5.6%   8.3%

     

    (1)Represents the number of Class A ordinary shares, including shares underlying ADSs, currently held by the Reporting Persons.

     

    (2)GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. and GGV Capital VI Entrepreneurs Fund L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung have shared power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P., and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)These percentages are based on a total of 153,635,176 ordinary shares (103,776,127 Class A ordinary shares and 49,859,049 Class B ordinary shares) outstanding as of June 30, 2024, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on August 29, 2024.

     

    Item 5. Ownership of Five Percent or Less of a Class
      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨
       
    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. Certification
      Not applicable.

     

    12 

     

     

    SIGNATURES

     

    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: November 13, 2024

     

    GGV Discovery i L.P. 
    BY: GGV DISCOVERY I L.L.C. 
    ITS: General Partner 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-fact 
      
    GGV DISCOVERY I L.L.C. 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-fact 
      
    GGV CAPITAL VI ENTREPRENEURS FUND L.P. 
    BY: GGV CAPITAL VI ENTREPRENEURS FUND L.L.C. 
    ITS: General Partner 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-Fact 
      
    GGV CAPITAL VI ENTREPRENEURS FUND L.L.C. 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-Fact 
      
    /s/ Jixun Foo 
    Jixun Foo 
      
    /s/ Glenn Solomon 
    Glenn Solomon 
      
    /s/ Jenny Hong Wei Lee 
    Jenny Hong Wei Lee 
      
    /s/ Jeffrey Gordon Richards 
    Jeffrey Gordon Richards 
      
    /s/ Hans Tung 
    Hans Tung 

     

      ATTENTION  
    Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

     

    13 

     

     

    Exhibit(s):

     

    AJoint Filing Agreement

     

    14 

     

     

    EXHIBIT A

     

    JOINT FILING AGREEMENT

     

    We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A ordinary shares of QuantaSing Group Limited is filed on behalf of each of us.

     

    Dated: November 13, 2024

     

    GGV Discovery i L.P. 
    BY: GGV DISCOVERY I L.L.C. 
    ITS: General Partner 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-fact 
      
    GGV DISCOVERY I L.L.C. 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-fact 
      
    GGV CAPITAL VI ENTREPRENEURS FUND L.P. 
    BY: GGV CAPITAL VI ENTREPRENEURS FUND L.L.C. 
    ITS: General Partner 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-Fact 
      
    GGV CAPITAL VI ENTREPRENEURS FUND L.L.C. 
      
    By: /s/ Terence Jen 
      Terence Jen 
      Attorney-in-Fact 
      
    /s/ Jixun Foo 
    Jixun Foo 
      
    /s/ Glenn Solomon 
    Glenn Solomon 
      
    /s/ Jenny Hong Wei Lee 
    Jenny Hong Wei Lee 
      
    /s/ Jeffrey Gordon Richards 
    Jeffrey Gordon Richards 
      
    /s/ Hans Tung 
    Hans Tung 

     

     

     

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