SEC Form SC 13G/A filed by 36Kr Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
36Kr Holdings Inc.
(Name of Issuer)
Class A Ordinary Shares $0.0001 par value per share
(Title of Class of Securities)
88429K 10 3**
(CUSIP Number)
December 31, 2022
(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 88429K 10 3 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “KRKR.” One ADS represents twenty-five 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. 88429K 10 3 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
Tembusu Limited | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | Sec Use Only
| |||||
| 4. | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
80,528,125 (2) | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
80,528,125 (2) | |||||
| 8. | Shared Dispositive Power
| |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
80,528,125 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
9.17% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Tembusu Limited (“Tembusu”) and David Su Tuong Sing, the sole member of Tembusu (“Su,” together with Tembusu, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Such shares consist of 3,221,125 ADSs held by Tembusu. Su, the sole member of Tembusu, may exercise voting, investment and dispositive power over these shares. |
| (3) | This percentage is calculated based on 878,385,770 Class A ordinary shares outstanding as of December 31, 2022, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 88429K 10 3 | SCHEDULE 13G |
| 1. |
Names of Reporting Persons
David Su Tuong Sing | |||||
| 2. | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | Sec Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
80,528,125 (2) | ||||
| 6. | Shared Voting Power
| |||||
| 7. | Sole Dispositive Power
80,528,125 (2) | |||||
| 8. | Shared Dispositive Power
| |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
80,528,125 (2) | |||||
| 10. | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11. | Percent of class represented by amount in row (9)
9.17% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Such shares consist of 3,221,125 ADSs held by Tembusu. Su, the sole member of Tembusu, may exercise voting, investment and dispositive power over these shares. |
| (3) | This percentage is calculated based on 878,385,770 Class A ordinary shares outstanding as of December 31, 2022, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 88429K 10 3 | SCHEDULE 13G |
| Item 1. | Issuer |
(a) Name of Issuer: 36Kr Holdings Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
5-6F Twr A1 Junhao Ctr Park Pl 10 S Chaoyang Pk Av
Chaoyang Beijing, 100026
People’s Republic of China
| Item 2. | Filing Person |
(a) – (c) Name of Persons Filing; Address; Citizenship:
This statement on Schedule 13G is being filed jointly by the following persons, collectively, the “Reporting Persons”:
(a) Name of Person Filing
Tembusu Limited (“Tembusu”)
David Su Tuong Sing (“Su”)
(b) Address of Principal Business Office or, if none, Residence
Tembusu Limited
Trinity Chambers
PO Box 4301, Road Town
Tortola, British Virgin Islands
David Su Tuong Sing
[Flat 2807, 28/F
AIA Central
No. 1 Connaught Road, Central
Hong Kong, China]
(c) Citizenship
Tembusu is a limited liability company organized under the laws of the British Virgin Islands.
Su is a citizen of the Republic of Singapore.
| CUSIP No. 83356Q108 | SCHEDULE 13G |
(d) Title of Class of Securities: ordinary shares, par value of $0.0001 per share, of the issuer.
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to twenty-five 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.
(e) CUSIP No.: 88429K 10 3
CUSIP number 88429K 10 3 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “KRKR.” No CUSIP number has been assigned to ordinary shares of the issuer.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2022:
(a) Amount beneficially owned:
See Row 9 and the corresponding footnotes on the cover page for each Reporting Person.*
(b) Percent of Class:
See Row 11 and the corresponding footnotes on the cover page for each Reporting Person.*
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 and the corresponding footnotes on the cover page for each Reporting Person.*
(ii) Shared power to vote or to direct the vote:
See Row 6 and the corresponding footnotes on the cover page for each Reporting Person.*
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 and the corresponding footnotes on the cover page for each Reporting Person.*
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 and the corresponding footnotes on the cover page for each Reporting Person.*
| * | Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares, except for the shares, if any, such Reporting Person holds of record. |
| 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
| 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.
Exhibits:
Not applicable.
| CUSIP No. 83356Q108 | SCHEDULE 13G |
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 14, 2023
| TEMBUSU LIMITED |
| By: | /s/ David Su Tuong Sing | |
| Name: | David Su Tuong Sing | |
| Title: | Sole Member | |
| /s/ David Su Tuong Sing DAVID SU TUONG SING | ||