SEC Form SC 13D/A filed by Tarena International Inc. (Amendment)
Tarena International, Inc.
|
(Name of Issuer)
|
Class A Ordinary Shares, par value $0.001 per share
|
(Title of Class of Securities)
|
G8675B 105
|
(CUSIP Number)
|
Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
Telephone: (212) 750-8300
with a copy to:
Judie Ng Shortell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center, 5 Dongsanhuan Zhonglu
Chaoyang District, Beijing, 100020
People’s Republic of China
Telephone: +86-10-5828-6318
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
December 7, 2023
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Talent Fortune Investment Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Talent Fortune Holdings Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR China Growth Fund L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Associates China Growth L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR China Growth Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Partnership L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Holdings Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Co. Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR & Co. Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Management LLP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,971,523 Shares
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Henry R. Kravis
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
George R. Roberts
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,971,523 Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.8%1
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
Item 2. |
Identity and Background
|
(i) |
Talent Fortune Investment Limited, a Cayman Islands exempted limited liability company (“Talent”);
|
(ii) |
Talent Fortune Holdings Limited, a Cayman Islands exempted limited liability company (“Talent Holdings”);
|
(iii) |
KKR China Growth Fund L.P., a Cayman Islands exempted limited partnership (“KKR CGF”);
|
(iv) |
KKR Associates China Growth L.P., a Cayman Islands exempted limited partnership (“KKR Associates”);
|
(v) |
KKR China Growth Limited, a Cayman Islands exempted limited liability company (“KKR China Growth”);
|
(vi) |
KKR Group Partnership L.P., a Cayman Islands exempted limited partnership (“KKR Group Partnership”);
|
(vii) |
KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);
|
(viii) |
KKR Group Co. Inc., a Delaware corporation (“KKR Group”);
|
(ix) |
KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);
|
(x) |
KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);
|
(xi) |
Henry R. Kravis, a United States citizen; and
|
(xii) |
George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xii) are collectively referred to herein as the “Reporting Persons”).
|
(b) |
The address of the business office of each of the Reporting Persons and the other individuals named in this Item 2, unless as otherwise noted below, is:
|
(c) |
Talent is principally engaged in the business of investing in the Issuer. KKR CGF is principally engaged in making investments. Each of Talent Holdings, KKR Group Partnership, KKR Group, KKR & Co., and KKR
Management is principally engaged as a
|
(d) |
During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
|
(e) |
During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 4. |
Purpose of the Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Reporting Person
|
Trade Date
|
Number of
ADSs Sold
|
Weighted
Average Price
per ADS
|
Talent
|
November 24, 2023
|
2,888
|
US$1.3503
|
Talent
|
November 27, 2023
|
17,221
|
US$1.3085
|
Talent
|
November 28, 2023
|
28,720
|
US$1.3076
|
Talent
|
November 29, 2023
|
5,767
|
US$1.2482
|
Talent
|
November 30, 2023
|
3,427
|
US$1.2183
|
Talent
|
December 1, 2023
|
2,468
|
US$1.2100
|
Talent
|
December 4, 2023
|
1,746
|
US$1.2482
|
Talent
|
December 5, 2023
|
1,201
|
US$1.1600
|
Talent
|
December 6, 2023
|
18,257
|
US$1.1088
|
Talent
|
December 7, 2023
|
26,644
|
US$1.0044
|
Talent
|
December 8, 2023
|
35,190
|
US$1.0171
|
Talent
|
December 11, 2023
|
16,639
|
US$1.0100
|
Talent
|
December 12, 2023
|
3,280
|
US$0.9871
|
Talent
|
December 14, 2023
|
7,500
|
US$0.9000
|
Item 7. |
Material to Be Filed as Exhibits
|
Exhibit A
|
Joint Filing Agreement dated December 19, 2023, by and among the Reporting Persons.
|
Exhibit B
|
Powers of Attorney for Henry R. Kravis, George R. Roberts and Robert H. Lewin, previously filed. Power of Attorney for Jason Carss, filed herewith.
|
Exhibit C
|
Share Purchase Agreement dated June 13, 2015, by and among Talent, the GS Sellers, and Connion, previously filed.
|
Exhibit D
|
Share Purchase Agreement dated June 13, 2015, by and among Talent, the IDG Sellers, and Connion, previously filed.
|
Exhibit E
|
Convertible Bond Purchase Agreement dated July 14, 2015, by and among Talent, Talent Wise, Moocon and Mr. Han, previously filed.
|
Exhibit F
|
Registration Rights Agreement dated July 17, 2015, by and between the Issuer and Talent, previously filed.
|
Exhibit G
|
Rollover and Support Agreement dated April 30, 2021 by and between Kidedu Holdings Limited and Talent Fortune Investment Limited, previously filed.
|
Exhibit H
|
Agreement and Plan of Merger, among Kidedu Holdings Limited, Kidarena Merger Sub and the Issuer, dated as of April 30, 2021, incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K filed by the
Issuer with the SEC on May 3, 2021.
|
Exhibit J
|
Termination and Settlement Agreement among Kidedu Holdings Limited, Kidarena Merger Sub, Mr. Shaoyun Han, Kidtech Limited, Ascendent Capital Partners III, L.P. and the Issuer dated as of November 15, 2021,
incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K filed by the Issuer with the SEC on November 15, 2021.
|
Dated: December 19, 2023
|
|||
Talent Fortune Investment Limited
|
|||
By:
|
/s/ Steven Codispoti
|
Name:
|
Steven Codispoti
|
|
Title:
|
Director
|
Talent Fortune Holdings Limited
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Director
|
KKR China Growth Fund L.P.
|
|||
By:
|
KKR Associates China Growth L.P., its General Partner
|
||
By:
|
KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jason Carss, Director
|
KKR Associates China Growth L.P.
|
|||
By:
|
KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jason Carss, Director
|
KKR China Growth Limited
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jason Carss, Director
|
KKR Group Partnership L.P.
|
|||
By:
|
KKR Group Holdings Corp., its General Partner
|
||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR Group Holdings Corp.
|
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR Group Co. Inc.
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR & Co. Inc.
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR Management LLP
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
Henry R. Kravis
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact
|
George R. Roberts
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact
|
Name
|
Principal Occupation
|
Henry R. Kravis
|
Co-Executive Chairman of KKR & Co. Inc.
|
George R. Roberts
|
Co-Executive Chairman of KKR & Co. Inc.
|
Joseph Y. Bae
|
Co-Chief Executive Officer of KKR & Co. Inc.
|
Scott C. Nuttall
|
Co-Chief Executive Officer of KKR & Co. Inc.
|
Adriane M. Brown
|
Managing Partner of Flying Fish Partners
|
Matthew R. Cohler
|
Former General Partner of Benchmark
|
Mary N. Dillon
|
President and Chief Executive Officer of Foot Locker, Inc.
|
Arturo Gutiérrez Hernández
|
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
|
Dane E. Holmes
|
Chief Executive Officer, Co-Founder, and Chairman of Eskalera Inc.
|
Xavier B. Niel
|
Founder and Chairman of the Board of Iliad SA
|
Kimberly A. Ross
|
Former Senior Vice President and Chief Financial Officer of Baker Hughes Company
|
Patricia F. Russo
|
Former Chief Executive Officer of Alcatel-Lucent
|
Robert W. Scully
|
Former Member of the Office of the Chairman of Morgan Stanley
|
Evan T. Spiegel
|
Co-Founder and Chief Executive Officer of Snap Inc.
|
Talent Fortune Investment Limited
|
|||
By:
|
/s/ Steven Codispoti
|
Name:
|
Steven Codispoti
|
|
Title:
|
Director
|
Talent Fortune Holdings Limited
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Director
|
KKR China Growth Fund L.P.
|
|||
By:
|
KKR Associates China Growth L.P., its General Partner
|
||
By:
|
KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jason Carss, Director
|
KKR Associates China Growth L.P.
|
By:
|
KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jason Carss, Director
|
KKR China Growth Limited
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact for Jason Carss, Director
|
KKR Group Partnership L.P.
|
|||
By:
|
KKR Group Holdings Corp., its General Partner
|
||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR Group Holdings Corp.
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR Group Co. Inc.
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR & Co. Inc.
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Secretary
|
KKR Management LLP
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Assistant Secretary
|
Henry R. Kravis
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact
|
George R. Roberts
|
|||
By:
|
/s/ Christopher Lee
|
Name:
|
Christopher Lee
|
|
Title:
|
Attorney-in-fact
|
/s/ Jason Carss
|
|
Name: Jason Carss
|