SEC Form SC 13D/A filed by Tarena International Inc. (Amendment)
$TEDU
Other Consumer Services
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 7)
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Tarena International, Inc.
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(Name of Issuer)
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Class A Ordinary Shares, par value $0.001 per share
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(Title of Class of Securities)
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G8675B 105
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(CUSIP Number)
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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)
|
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January 2, 2024
|
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(Date of Event which Requires Filing of this Statement)
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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(b) for other parties to whom copies are to be sent.
Page 1
SCHEDULE 13D
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CUSIP No.
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G8675B 105
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1
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NAMES OF REPORTING PERSONS
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Talent Fortune Investment Limited
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
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(b)
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☐
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
|
|
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|
5,263,858 Shares
|
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|
|||
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||||
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8
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SHARED VOTING POWER
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None
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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||
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5,263,858 Shares
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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None
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|||
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|
||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
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5,263,858 Shares
|
|
|
|||
|
|
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
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11.3%1
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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|||
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||||
1 Based on 46,602,057 Class A Ordinary Shares outstanding as of February 28, 2023, as reported in the Issuer’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission on April 28, 2023 (the “Form 20-F”). If
the percentage ownership of the Reporting Person was to be calculated in relation to the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 9.8%, based on 53,808,116 Ordinary Shares outstanding as of February 28, 2023, as
reported in the Form 20-F. The voting power of the Issuer’s outstanding Ordinary Shares beneficially owned by the Reporting Person represents 4.4% of the voting power of all Class A and Class B Ordinary Shares, based on 46,602,057 Class A Ordinary
Shares and 7,206,059 Class B Ordinary Shares outstanding as of February 28, 2023, as reported in the Form 20-F.
Page 2
SCHEDULE 13D
|
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)
|
☐
|
||||
|
|
|
||||
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3
|
SEC USE ONLY
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||
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|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
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AF
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|||
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|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
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||
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|
||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
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||
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None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
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|
||||
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|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
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CO
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|||
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||||
Page 3
SCHEDULE 13D
|
CUSIP No.
|
G8675B 105
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
KKR China Growth Fund L.P.
|
|
|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
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3
|
SEC USE ONLY
|
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||
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|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
|
AF
|
|
|
|||
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|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
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|
|||
|
|
|
||||
Page 4
SCHEDULE 13D
|
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
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
Page 5
SCHEDULE 13D
|
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
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
Page 6
SCHEDULE 13D
|
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
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
Page 7
SCHEDULE 13D
|
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
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
Page 8
SCHEDULE 13D
|
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
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
Page 9
SCHEDULE 13D
|
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
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
Page 10
SCHEDULE 13D
|
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
|
|
|
|
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
Page 11
SCHEDULE 13D
|
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
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
Page 12
SCHEDULE 13D
|
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
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
None
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
5,263,858 Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,263,858 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)
|
|
|
||
|
11.3%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
Page 13
The following amendment constitutes Amendment No. 7 (the “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 22, 2015, as amended by (i)
Amendment No. 1, which was filed with the SEC on July 23, 2015, (ii) Amendment No. 2, which was filed with the SEC on September 8, 2017, (iii) Amendment No. 3, which was filed with the SEC on October 12, 2017, (iv) Amendment No. 4, which was filed
with the SEC on May 3, 2021, (v) Amendment No. 5, which was filed with the SEC on December 1, 2021, and (vi) Amendment No. 6, which was filed with the SEC on December 19, 2023 (collectively, the “Schedule 13D”).
Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment have the meanings provided in the
Schedule 13D.
| Item 2. |
Identity and Background
|
Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:
Mr. Dane Holmes currently serves as an executive officer of KKR & Co. Inc. Mr. Holmes is a United States citizen and his business address is c/o Kohlberg Kravis Roberts & Co. L.P., 555
California Street, 50th Floor, San Francisco, CA 94104.
The directors of KKR & Co. Inc. are listed on the amended and restated Annex A attached hereto, which is incorporated herein by reference.
| Item 5. |
Interest in Securities of the Issuer
|
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b)
The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
Talent directly beneficially owns 5,263,858 Class A Ordinary Shares. The shares that Talent directly beneficially owns represent 11.3% of the Class A Ordinary Shares outstanding. Talent has sole
voting and dispositive power over the Class A Ordinary Shares it directly owns.
Each of Talent Holdings (as sole shareholder of Talent), KKR CGF (as controlling shareholder of Talent Holdings), KKR Associates (as the general partner of KKR CGF), KKR China Growth (as the
general partner of KKR Associates), KKR Group Partnership (as the sole shareholder of KKR China Growth), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR Group (as the sole shareholder of KKR Group Holdings), KKR & Co.
(as the sole shareholder of KKR Group), KKR Management (as the Series I preferred stockholder of KKR & Co.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management) may be deemed to beneficially own the securities that are
beneficially owned by Talent.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than Talent for its directly held shares) that it is the
Page 14
beneficial owner of any Class A Ordinary Shares for any purpose, and such beneficial ownership is expressly disclaimed.
To the best knowledge of the Reporting Persons, none of the other persons named in Item 2 beneficially owns any Class A Ordinary Shares except as described herein.
(c) Except as set forth on in the table below, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in the Class A
Ordinary Shares in the past 60 days. The table below sets forth the transactions effected by the Reporting Persons with respect to the Class A Ordinary Shares during the past sixty days. All such
transactions were sales of Class A Ordinary Shares in the form of ADSs in the open market. One ADS represents five Class A Ordinary Shares. The weighted average price per ADS excludes commissions.
|
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
|
||||
|
Talent
|
December 22, 2023
|
17,447
|
US$1.2347
|
||||
|
Talent
|
December 26, 2023
|
43,700
|
US$1.2176
|
Page 15
|
Talent
|
December 27, 2023
|
3,400
|
US$1.1756
|
||||
|
Talent
|
December 28, 2023
|
11,195
|
US$1.1664
|
||||
|
Talent
|
December 29, 2023
|
3,751
|
US$1.0757
|
||||
|
Talent
|
January 2, 2024
|
35,310
|
US$1.0222
|
||||
|
Talent
|
January 3, 2024
|
13,079
|
US$1.0120
|
||||
|
Talent
|
January 4, 2024
|
13,651
|
US$1.0001
|
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.
(e) Not applicable.
| Item 7. |
Material to Be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended and restated as follows:
|
Exhibit A
|
Joint Filing Agreement dated December 19, 2023, by and among the Reporting Persons, previously filed.
|
|
Exhibit B
|
Powers of Attorney for Henry R. Kravis and George R. Roberts, previously filed.
|
|
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.
|
Page 16
|
|
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.
|
Page 17
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.
|
Dated: January 5, 2024
|
|||
|
Talent Fortune Investment Limited
|
|||
|
By:
|
/s/ Christopher Lee
|
||
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
Talent Fortune Holdings Limited
|
|||
|
By:
|
/s/ Christopher Lee
|
||
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
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:
|
Assistant Secretary
|
|
|
KKR Associates China Growth L.P.
|
|||
|
By: KKR China Growth Limited, its General Partner
|
|||
|
By:
|
/s/ Christopher Lee
|
||
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR China Growth Limited
|
|||
|
By:
|
/s/ Christopher Lee
|
||
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Assistant Secretary
|
|
|
KKR Group Partnership L.P.
|
|||
|
By: KKR Group Holdings Corp., its General Partner
|
|||
|
By:
|
/s/ Christopher Lee
|
||
|
Name:
|
Christopher Lee
|
|
|
Title:
|
Secretary
|
Page 18
|
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
|
Page 19
ANNEX A
DIRECTORS OF KKR & CO. INC.
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards,
New York, New York, 10001. Each of such persons is a citizen of the United States other than Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, Evan T. Spiegel, who is a citizen of the United States
and France, and Matthew R. Cohler, who is a citizen of the United States and Malta.
|
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.
|
||
|
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.
|
||