Amendment: SEC Form SCHEDULE 13D/A filed by 51Talk Online Education Group
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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51Talk Online Education Group (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) |
16954L204 (CUSIP Number) |
HongShan Capital Growth Fund I c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House Grand Cayman, E9, KY1-1104 (852) 2501 8989 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/03/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
HSG Venture V Holdco I, Ltd. ("HSG V HOLDCO I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,494,075.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
HongShan Capital Venture Fund V, L.P. ("HSGCVF V") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,494,075.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
HSG Venture V Management, L.P. ("HSGCVF MGMT V") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,494,075.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
HSG Growth I Holdco A, Ltd. ("HSG I Holdco A") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
HongShan Capital Growth Fund I, L.P. ("HSGCGF I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
HongShan Capital Growth Fund Management I, L.P. ("HSGCF MGMT I") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
HSG Holding Ltd ("HSG Holding") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,494,075.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
SNP China Enterprises Limited ("SNP") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,494,075.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 16954L204 |
| 1 |
Name of reporting person
Neil Nanpeng Shen ("NS") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,494,075.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value per share |
| (b) | Name of Issuer:
51Talk Online Education Group |
| (c) | Address of Issuer's Principal Executive Offices:
24 Raffles Place #17-04 Clifford Centre, Singapore,
SINGAPORE
, 068809. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number of Class A ordinary shares and the percentage of total outstanding Class A ordinary shares beneficially owned by the Reporting Persons are set forth below. References to percentage ownerships of Class A ordinary shares in this Statement are based upon the 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025. The Reporting Persons may be deemed to beneficially own an aggregate of 28,494,075 Class A ordinary shares, represented by 474,901 American Depositary Shares, which constitutes approximately 11.5% of the Issuer's outstanding Class A ordinary shares, calculated in accordance with Rule 13d-3 under the Act.
HSG V HOLDCO I (formerly known as SCCV V HOLDCO I) beneficially owns 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
HSGCVF V (formerly known as SCCVF V), as the parent company of HSG V HOLDCO I, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
HSGCVF MGMT V (formerly known as SCCVF MGMT V), as the general partner of HSGCVF V, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
HSG Holding (formerly known as SCC HOLD), as the general partner of HSGCVF MGMT V, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SNP, as the parent company of HSG Holding, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
NS, as the sole owner and the sole director of SNP, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Based on the transactions described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership in the securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. |
| (b) | The number of Class A ordinary shares as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b). |
| (c) | On December 3, 2025, HSGCGF I sold 192,322 American Depositary Shares (representing 11,539,320 Class A ordinary shares) in a block trade at a price of $30.50 per American Depostiary Share, for an aggregate amount of $5,865,821. Such American Depositary Shares had previously been distributed by HSG I Holdco A to HSGCGF I. |
| 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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