SC 13G 1 dp206339_sc13g-1.htm FORM SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

QuantaSing Group Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

74767N107**

(CUSIP Number)

December 31, 2023

(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 disclosures provided in a prior cover page.

**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 74767N107 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on Nasdaq Global Market, under the symbol “QSG.” Each ADS represents three Class A Ordinary Shares.

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).

CUSIP No. 74767N107

1.	NAMES OF REPORTING PERSON Qiming Corporate GP VI, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 11,426,591 ⁽¹⁾
		6.	SHARED VOTING POWER None
		7.	SOLE DISPOSITIVE POWER 11,426,591 ⁽¹⁾
		8.	SHARED DISPOSITIVE POWER None
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,426,591 ⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.6% ⁽²⁾
12.	TYPE OF REPORTING PERSON (see instructions) CO

(1) Qiming Corporate GP VI, Ltd. is the general partner of Qiming Managing Directors Fund VI, L.P. and Qiming GP VI, L.P. Qiming GP VI, L.P. is the general partner of Qiming Venture Partners VI, L.P. Qiming Managing Directors Fund VI, L.P. and Qiming Venture Partners VI, L.P. are the owners of 299,412 Class A Ordinary Shares (in the form of 3,468 ADSs and 289,008 Class A Ordinary Shares) and 11,127,179 Class A Ordinary Shares (in the form of 128,885 ADSs and 10,740,524 Class A Ordinary Shares), respectively.

(2) The percentage is calculated based upon an aggregate of 119,595,055 Class A Ordinary Shares outstanding as of September 30, 2023, as reported on the 6-K that the Issuer furnished to the Securities and Exchange Commission on December 13, 2023.

CUSIP No. 74767N107

1.	NAMES OF REPORTING PERSON Qiming Managing Directors Fund VI, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 299,412
		6.	SHARED VOTING POWER None
		7.	SOLE DISPOSITIVE POWER 299,412
		8.	SHARED DISPOSITIVE POWER None
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,412
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% ⁽³⁾
12.	TYPE OF REPORTING PERSON (see instructions) PN

(3) The percentage is calculated based upon an aggregate of 119,595,055 Class A Ordinary Shares outstanding as of September 30, 2023, as reported on the 6-K that the Issuer furnished to the Securities and Exchange Commission on December 13, 2023.

CUSIP No. 74767N107

1.	NAMES OF REPORTING PERSON Qiming GP VI, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 11,127,179 ⁽⁴⁾
		6.	SHARED VOTING POWER None
		7.	SOLE DISPOSITIVE POWER 11,127,179 ⁽⁴⁾
		8.	SHARED DISPOSITIVE POWER None
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,127,179 ⁽⁴⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%⁽⁵⁾
12.	TYPE OF REPORTING PERSON (see instructions) PN

(4) Qiming GP VI, L.P. is the general partner of Qiming Venture Partners VI, L.P. Qiming Venture Partners VI, L.P. is the owner of 11,127,179 Class A Ordinary Shares (in the form of 128,885 ADSs and 10,740,524 Class A Ordinary Shares).

(5) The percentage is calculated based upon an aggregate of 119,595,055 Class A Ordinary Shares outstanding as of September 30, 2023, as reported on the 6-K that the Issuer furnished to the Securities and Exchange Commission on December 13, 2023.

CUSIP No. 74767N107

1.	NAMES OF REPORTING PERSON Qiming Venture Partners VI, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 11,127,179
		6.	SHARED VOTING POWER None
		7.	SOLE DISPOSITIVE POWER 11,127,179
		8.	SHARED DISPOSITIVE POWER None
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,127,179
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%⁽⁶⁾
12.	TYPE OF REPORTING PERSON (see instructions) PN

(6) The percentage is calculated based upon an aggregate of 119,595,055 Class A Ordinary Shares outstanding as of September 30, 2023, as reported on the 6-K that the Issuer furnished to the Securities and Exchange Commission on December 13, 2023.

Item 1.

(a)

Name of Issuer

QuantaSing Group Limited (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

The Issuer’s principal executive office is located at 2/F, Building D, Ronsin Technology Center, Chaoyang District, Beijing 100102, People’s Republic of China.

Item 2.

(a)

Name of Person Filing

Qiming Corporate GP VI, Ltd.

Qiming Managing Directors Fund VI, L.P.

Qiming GP VI, L.P.

Qiming Venture Partners VI, L.P.

(b)

Address of the Principal Office or, if None, Residence

The registered address of each of the Reporting Persons is M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

(c)

Citizenship

Cayman Islands for all Reporting Persons.

(d)

Title of Class of Securities

Class A Ordinary Shares, par value of $0.0001 per share (the “Class A Ordinary Shares”).

(e)

CUSIP Number

There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 74767N107 has been assigned to the ADSs of the Issuer, which are quoted on Nasdaq Global Market, under the symbol “QSG.” Each ADS represents three Class A Ordinary Shares.

Item 3. Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

Not applicable.

Item 4. Ownership.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Person and is incorporated herein by reference.

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.

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. Certification.

Not applicable.

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 8, 2024

	Qiming Corporate GP VI, Ltd.

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory

	Qiming Managing Directors Fund VI, L.P. By: Qiming Corporate GP VI, Ltd., it’s General Partner

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory

	Qiming GP VI, L.P. By: Qiming Corporate GP VI, Ltd., it’s General Partner

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory

	Qiming Venture Partners VI, L.P. By: Qiming GP VI, L.P., it’s General Partner By: Qiming Corporate GP VI, Ltd., General Partner of Qiming GP VI, L.P.

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement on Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: February 8, 2024

	Qiming Corporate GP VI, Ltd.

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory

	Qiming Managing Directors Fund VI, L.P. By: Qiming Corporate GP VI, Ltd., it’s General Partner

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory

	Qiming GP VI, L.P. By: Qiming Corporate GP VI, Ltd., it’s General Partner

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory

	Qiming Venture Partners VI, L.P. By: Qiming GP VI, L.P., it’s General Partner By: Qiming Corporate GP VI, Ltd., General Partner of Qiming GP VI, L.P.

	By:	/s/ Grace Lee
		Name: Grace Lee
		Title: Authorized Signatory