SEC Form SC 13D filed by 36Kr Holdings Inc.

United States
Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

36Kr Holdings Inc.
(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)

G8828K 101
(CUSIP Number)

Tel: +86 10 5825-4188

5-6/F, Tower A1, Junhao Central Park Plaza

No. 10 South Chaoyang Park Avenue

Chaoyang District, Beijing, People’s Republic of China, 100026
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2022
(Date of Event which Requires Filing of this Statement)

(1) Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Lording Global Limited and ultimately controlled by The Lording Trust. The Lording Trust is a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Dagang Feng is the settlor of the trust, and Dagang Feng and his family members are the trust’s beneficiaries; (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited; (iii) 25,623,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2021, and (iv) 6,070,880 ADSs representing 151,772,000 Class A ordinary shares held by Qianren LP, a limited partnership registered under the laws of the British Virgin Islands in which Palopo Holding Limited is the sole general partner. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote.

(2) Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; and (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited. 

Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties.

(3) Based on 1,029,053,357 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 907,346,745 Class A ordinary shares outstanding as of December 31, 2021, (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2021, and (iii) 25,623,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2021.

(1) Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands; (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited, and (iii) 6,070,880 ADSs representing 151,772,000 Class A ordinary shares held by Qianren LP, a limited partnership registered under the laws of the British Virgin Islands in which Palopo Holding Limited is the sole general partner. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote.

(2) Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; and (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited.

Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties.

(3) Based on 1,003,429,445 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 907,346,745 Class A ordinary shares outstanding as of December 31, 2021 and (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2021.

(1) Represents 151,772,000 Class A ordinary shares held by Qianren LP, a limited partnership registered under the laws of the British Virgin Islands in which Palopo Holding Limited is the sole general partner. Each Class A ordinary share is entitled to one vote.

(2) Based on 1,003,429,445 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 907,346,745 Class A ordinary shares outstanding as of December 31, 2021 and (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2021.

This statement on Schedule 13D (this “Statement”) relates to the Class A ordinary shares of the Issuer, par value US$0.0001 per share. (the “Class A ordinary shares”) of 36Kr Holdings Inc. (the “Issuer”), whose principal executive offices are located at 5-6/F, Tower A1, Junhao Central Park Plaza, No. 10 South Chaoyang Park Avenue Chaoyang District, Beijing, the People’s Republic of China.

The Class A ordinary shares are also represented by American Depositary Shares (“ADS”) evidenced by American Depositary Receipts. Each ADS represents 25 Class A ordinary shares.

together, the “Reporting Persons”.

No. 19 Shangdi Xinxi Road 

Haidian District, Beijing 

People’s Republic of China

Craigmuir Chambers 

Road Town, Tortola 

VG 1110 

British Virgin Islands

Ritter House, Wickhams Cay II 

Road Town,Tortola 

VG1110 

British Virgin Islands

Lording Global Limited is an investment holding company incorporated under the laws of the British Virgin Islands whose registered address is at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. The sole director of Lording Global Limited is S.B. Vanwall Ltd, a company incorporated under the laws of the British Virgin Islands whose registered address at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands, and whose principal business is provision of corporate services. The sole shareholder of Lording Global Limited is TMF (Cayman) Ltd., a company incorporated under the laws of the Cayman Islands whose registered address is at 2/F, The Grand Pavilion Commercial Centre, 802 West Bay Road, KY1-1003, Grand Cayman, Cayman Island, and whose principal business is provision of corporate services.

The Lording Trust is a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Dagang Feng is the settlor of the trust, and Dagang Feng and his family members are the trust’s beneficiaries.

The information set forth in or incorporated by reference in Item 4 of this Statement is incorporated by reference into this Item 3.

The consideration for the Purchased Securities (as defined below) was funded from the capital contributions from the limited partners of Qianren LP.

On March 10, 2022, Qianren LP (the “Purchaser”) entered into a stock purchase agreement (the “Share Purchase Agreement”) with API (Hong Kong) Investment Limited (the “Seller”), pursuant to which, the Seller agreed to sell and the Purchaser agreed to purchase an aggregate of 6,070,880 ADSs representing 151,772,000 Class A ordinary shares of the Issuer (the “Purchased Securities”). Under the terms of the Share Purchase Agreement, the closing of the purchase and sale of the Purchased Securities contemplated thereunder shall take place within three (3) business days of the date on which the Seller has been advised by the Issuer’s stock transfer agent, to the extent needed for execution of the transactions contemplated herein, that the certificates representing the Purchased Securities are available for delivery to the Purchaser, unless another date is agreed to by the Purchaser and the Seller. The closing of the purchase and sale of the Purchased Securities contemplated thereunder took place on March 10, 2022.

The Reporting Person acquired the Purchased Securities for investment purposes and it will review their investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other current and future developments. The Reporting Persons may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In connection with such considerations or activity, the Reporting Person may use third-party advisers, consultants or agents (each an “Adviser”) to assist it and may engage, directly or indirectly, in discussions or negotiations, or pursue agreements with other parties regarding the securities then held and such other matters as it considers relevant to making its determinations. In addition, the Reporting Person, its designees to the Issuer’s board or directors or its Advisers may engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of securities, assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D.

References to the Share Purchase Agreement in this Statement are qualified in their entirety by reference to the Share Purchase Agreement, a copy of which is attached hereto as Exhibit 2 hereto and incorporated herein by reference in its entirety.

(a) – (b)

The following information with respect to the ownership of the Class A ordinary shares by each of the Reporting Persons is provided as of March 10, 2022:

(1)           Based on 1,029,053,357 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 907,346,745 Class A ordinary shares outstanding as of December 31, 2021, (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2021, and (iii) 25,623,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2021.

(2)           Based on 1,003,429,445 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 907,346,745 Class A ordinary shares outstanding as of December 31, 2021 and (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2021.

(3)           Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited; (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited; (iii) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited; (iv) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited; (v) 6,070,880 ADSs representing 151,772,000 Class A ordinary shares held by Qianren LP and (vi) 25,623,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2021. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to 25 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.

(4)           Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited; (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited; (iii) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited; and (iv) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited, and (v) 6,070,880 ADSs representing 151,772,000 Class A ordinary shares held by Qianren LP. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to 25 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.

(5)           Represents 6,070,880 ADSs representing 151,772,000 Class A ordinary shares held by Qianren LP. Each Class A ordinary share is entitled to one vote. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(c)           Except as described in Item 4, during the past 60 days neither the Reporting Person nor any of the Related Persons has effected any transactions in the Class A ordinary shares.

(d)            To the best knowledge of the Reporting Persons, no person (other than the Reporting Persons and its shareholders or partners) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Purchased Securities.

(e)            Not applicable.

The information set forth in or incorporated by reference in Items 3, 4 and 5 of this Statement is incorporated by reference into this Item 6.

Except as set forth in the Statement, neither the Reporting Person nor the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements puts or calls guarantees of profits division of profits or losses or the giving or withholding of proxies arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

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.