SEC Form SC 13D/A filed by 36Kr Holdings Inc. (Amendment)

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

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

October 3, 2022
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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).  

(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; and (iii) 26,873,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this amendment to the Schedule 13D filed by the undersigned on March 10, 2022 (“Schedule 13D/A”). 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 an aggregate of 1,042,287,119 ordinary shares of the Issuer as a single class, being the sum of (i) 919,330,507 Class A ordinary shares outstanding as of March 31, 2022, (ii) 96,082,700 Class B ordinary shares outstanding as of March 31, 2022, and (iii) 26,873,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this Schedule 13D/A.

(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; and (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited. 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 an aggregate of 1,015,413,207 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 919,330,507 Class A ordinary shares outstanding as of March 31, 2022 and (ii) 96,082,700 Class B ordinary shares outstanding as of March 31, 2022.

This Schedule 13D/A amends and supplements the Schedule 13D filed by the undersigned on March 10, 2022, as specifically set forth herein.

The information set forth in Item 4 of the Schedule 13D is supplemented as follows:

On October 3, 2022, Qianren LP distributed all of the 6,070,880 ADSs representing 151,772,000 Class A ordinary shares of the Issuer to its limited partners. As such, Qianren LP no longer holds any ownership interests in the ordinary shares of the Issuer.

The information set forth in Item 5 of the Schedule 13D is amended as follows:

(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 the date of this Statement:

(1)           Based on an aggregate of 1,042,287,119 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 919,330,507 Class A ordinary shares outstanding as of March 31, 2022, (ii) 96,082,700 Class B ordinary shares outstanding as of March 31, 2022, and (iii) 26,873,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this Schedule 13D/A.

(2)           Based on an aggregate of 1,015,413,207 ordinary shares of the Issuer as a single class, being the sum of (i) 919,330,507 Class A ordinary shares outstanding as of March 31, 2022 and (ii) 96,082,700 Class B ordinary shares outstanding as of March 31, 2022.

(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; and (vi) 26,873,912 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this Schedule 13D/A. 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. 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.

(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.

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.