SEC Form SC 13G/A filed by 17 Education & Technology Group Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No.1)*
17 Education & Technology Group Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
81807M 106**
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** | CUSIP number 81807M 106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Select Market under the symbol “YQ.” Every ADS represents ten Class A ordinary shares of the issuer. |
The information required in 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).
| CUSIP No. 81807M 106 | Page 2 of 7 pages |
| 1 |
Name of Reporting Person
Andy Chang Liu | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship
People’s Republic of China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
58,453,168. See Item 4. | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
58,453,168. See Item 4. | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
58,453,168. See Item 4. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
11.5%. See Item 4. | |||||
| 12 | Type of Reporting Person
IN | |||||
2
| CUSIP No. 81807M 106 | Page 3 of 7 pages |
| 1 |
Name of Reporting Person
Fluency Holding Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
58,453,168. See Item 4. | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
58,453,168. See Item 4. | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
58,453,168. See Item 4. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
11.5%. See Item 4. | |||||
| 12 | Type of Reporting Person
CO | |||||
3
| CUSIP No. 81807M 106 | Page 4 of 7 pages |
| Item 1(a). | Name of Issuer: |
17 Education & Technology Group Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
16/F, Block B, Wangjing Greenland Center
Chaoyang District, Beijing 100102
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Andy Chang Liu
Fluency Holding Ltd.
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Andy Chang Liu
16/F, Block B, Wangjing Greenland Center
Chaoyang District, Beijing 100102
People’s Republic of China
Fluency Holding Ltd.
Quastisky Building, PO Box 4389
Road Town, Tortola
British Virgin Islands
| Item 2(c). | Citizenship: |
Andy Chang Liu — People’s Republic of China
Fluency Holding Ltd. — British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value of $0.0001 per share, of the Issuer (“Class A Ordinary Shares”).
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, par value of $0.0001 per share (“Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Shares. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance. Each Class B Ordinary Share is entitled to thirty votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
| Item 2(e). | CUSIP No.: |
81807M 106
This CUSIP number applies to the American Depositary Shares of the Issuer (“ADSs”), every ADS representing ten Class A Ordinary Shares.
4
| CUSIP No. 81807M 106 | Page 5 of 7 pages |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a: |
Not applicable
| Item 4. | Ownership: |
The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2021:
| Amount beneficially owned |
Percent of class |
Percent of aggregate voting power: |
Sole power to vote or direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||||||
| Andy Chang Liu |
58,453,168 | (1) | 11.5 | %(2) | 79.6 | %(3) | 58,453,168 | (1) | 0 | 58,453,168 | (1) | 0 | ||||||||||||||||
| Fluency Holding Ltd. |
58,453,168 | (4) | 11.5 | %(2) | 79.6 | %(3) | 58,453,168 | (4) | 0 | 58,453,168 | (4) | 0 | ||||||||||||||||
| (1) | Represents 58,453,168 Class B Ordinary Shares held by Fluency Holding Ltd., a British Virgin Islands limited liability company, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Fluency Holding Ltd. is wholly owned by Simple Prosperity Limited, which is wholly owned by Vistra Trust (Singapore) Pte. Limited, the trustee of Sunny Trust. Mr. Andy Chang Liu is the settler of Sunny Trust, and Mr. Andy Chang Liu and his family members are the beneficiaries of Sunny Trust. 6,611,302 Class B Ordinary Shares held by Fluency Holding Ltd. have been pledged as collateral for a secured loan. |
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 508,023,352 outstanding ordinary shares, being the sum of 449,570,184 Class A Ordinary Shares and 58,453,168 Class B Ordinary Shares outstanding as of December 31, 2021 as a single class, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. In computing the percentage ownership of the reporting persons, we have included shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2021, if any. |
| (3) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s Class A Ordinary Shares and Class B Ordinary Shares as of December 31, 2021 as a single class. Each Class B Ordinary Share is entitled to thirty votes per share, whereas each Class A Ordinary Share is entitled to one vote per share. |
| (4) | Represents 58,453,168 Class B Ordinary Shares held by Fluency Holding Ltd., a British Virgin Islands limited liability company, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. 6,611,302 Class B Ordinary Shares held by Fluency Holding Ltd. have been pledged as collateral for a secured loan. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable
5
| CUSIP No. 81807M 106 | Page 6 of 7 pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable
| Item 9. | Notice of Dissolution of Group: |
Not applicable
| Item 10. | Certifications: |
Not applicable
6
| CUSIP No. 81807M 106 | Page 7 of 7 pages |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 8, 2021 by the reporting persons with the Securities and Exchange Commission) | |
7
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: February 9, 2022
| Andy Chang Liu |
| /s/ Andy Chang Liu |
| Fluency Holding Ltd. | ||
| By: | /s/ Andy Chang Liu | |
| Name: | Andy Chang Liu | |
| Title: | Director | |