SCHEDULE 13G/A 0001104659-24-012509 0002011227 XXXXXXXX LIVE 1 Class A ordinary shares 12/31/2024 0001932770 QuantaSing Group Ltd 74767N107 2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT, BEIJING F4 100102 Rule 13d-1(d) Prospect Avenue Capital Limited Partnership b E9 0.00 1808649.00 0.00 1808649.00 1808649.00 N 1.75 PN Comments to item 6&8&9: Represents 602,883 American Depositary Shares (representing 1,808,649 Class A ordinary shares) directly held by Prospect Avenue Capital Limited Partnership. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership. Prospect Avenue Capital Inc. is controlled by Mr. Ming Liao. Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission for the fiscal year ended June 30, 2024 on August 29, 2024 (the "Issuer's 20-F Filing"). Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Prospect Avenue Capital Limited Partnership represent approximately 0.30% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. Prospect Avenue Capital Inc. b E9 0.00 2608539.00 0.00 2608539.00 2608539.00 N 2.52 CO Comments to item 6&8&9: Consists of (i) 602,883 American Depositary Shares (representing 1,808,649 Class A ordinary shares) directly held by Prospect Avenue Capital Limited Partnership, and (ii) 266,630 American Depositary Shares (representing 799,890 Class A ordinary shares) directly held by Prospect Avenue Capital Inc. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership. Prospect Avenue Capital Inc. is controlled by Mr. Ming Liao. Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Prospect Avenue Capital Inc. represent approximately 0.43% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. Foley Square Investment Limited b K3 0.00 1042224.00 0.00 1042224.00 1042224.00 N 1.01 CO Comments to item 6&8&9: Represents 347,408 American Depositary Shares (representing 1,042,224 Class A ordinary shares) directly held by Foley Square Investment Limited, which is controlled by Mr. Ming Liao. Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Foley Square Investment Limited represent approximately 0.17% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. Ming Liao b K3 0.00 3650763.00 0.00 3650763.00 3650763.00 N 3.53 IN Comments to item 6&8&9: Consists of (i) 602,883 American Depositary Shares (representing 1,808,649 Class A ordinary shares) directly held by Prospect Avenue Capital Limited Partnership, (ii) 266,630 American Depositary Shares (representing 799,890 Class A ordinary shares) directly held by Prospect Avenue Capital Inc. and (iii) 347,408 American Depositary Shares (representing 1,042,224 Class A ordinary shares) directly held by Foley Square Investment Limited. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership. Both Prospect Avenue Capital Inc. and Foley Square Investment Limited are controlled by Mr. Ming Liao. Comments to item 11: The beneficial ownership percentage is calculated based on 153,339,010 ordinary shares of the Issuer as a single class, being the sum of (i) 103,479,961 Class A ordinary shares, and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of August 23, 2024, as reported in the Issuer's 20-F Filing. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten 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. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Mr. Ming Liao represent approximately 0.61% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. QuantaSing Group Ltd 2/F, BUILDING D, RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT, BEIJING, F4, 100102 (i) Prospect Avenue Capital Limited Partnership (ii) Prospect Avenue Capital Inc. (iii) Foley Square Investment Limited (iv) Mr. Ming Liao (collectively, the "Reporting Persons") The addresses of the Reporting Persons are: (i) Prospect Avenue Capital Limited Partnership Room No. 2524-2525 25/F, Sun Hung Kai Centre 30 Harbour Road Wanchai, Hong Kong (ii) Prospect Avenue Capital Inc. Room No. 2524-2525 25/F, Sun Hung Kai Centre 30 Harbour Road Wanchai, Hong Kong (iii) Foley Square Investment Limited Flat/RM A1, 11/F, Success Commercial Building No. 245-251 Hennessy Road Wanchai, Hong Kong (iv) Mr. Ming Liao Room No. 2524-2525 25/F, Sun Hung Kai Centre 30 Harbour Road Wanchai, Hong Kong Prospect Avenue Capital Limited Partnership - Cayman Islands Prospect Avenue Capital Inc. - Cayman Islands Foley Square Investment Limited - Hong Kong Mr. Ming Liao - Hong Kong Y Prospect Avenue Capital Limited Partnership directly holds 1,808,649 Class A ordinary shares. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership, and as such, Prospect Avenue Capital Inc. may in the aggregate exercise voting and dispositive power over 2,608,539 Class A ordinary shares, consisting of (i) 1,808,649 Class A ordinary shares directly held by Prospect Avenue Capital Limited Partnership, and (ii) 799,890 Class A ordinary shares directly held by Prospect Avenue Capital Inc. Foley Square Investment Limited directly holds 1,042,224 Class A ordinary shares. Both Prospect Avenue Capital Inc. and Foley Square Investment Limited are controlled by Mr. Ming Liao, and as such, Mr. Ming Liao may in the aggregate exercise voting and dispositive power over 3,650,763 Class A ordinary shares, consisting of (i) 1,808,649 Class A ordinary shares directly held by Prospect Avenue Capital Limited Partnership, (ii) 799,890 Class A ordinary shares directly held by Prospect Avenue Capital Inc. and (iii) 1,042,224 Class A ordinary shares directly held by Foley Square Investment Limited. Prospect Avenue Capital Limited Partnership beneficially owns 1.75% of the outstanding Class A ordinary shares, 1.18% of the total outstanding ordinary shares and 0.30% of the aggregate voting power. Prospect Avenue Capital Inc. is a general partner of Prospect Avenue Capital Limited Partnership, and as such, in the aggregate beneficially owns 2.52% of the outstanding Class A ordinary shares, 1.70% of the total outstanding ordinary shares and 0.43% of the aggregate voting power. Foley Square Investment Limited beneficially owns 1.01% of the outstanding Class A ordinary shares, 0.68% of the total outstanding ordinary shares and 0.17% of the aggregate voting power. Both Prospect Avenue Capital Inc. and Foley Square Investment Limited are controlled by Mr. Ming Liao, and as such, Mr. Ming Liao in the aggregate beneficially own 3.53% of the outstanding Class A ordinary shares, 2.38% of the total outstanding ordinary shares and 0.61% of the aggregate voting power The above-mentioned percents of class are calculated based on 103,479,961 outstanding Class A ordinary shares and 49,859,049 outstanding Class B ordinary shares as reported in the Issuer's 20-F Filing. Prospect Avenue Capital Limited Partnership holds no Class A ordinary shares with sole voting power or the ability to direct the vote. Prospect Avenue Capital Inc. holds no Class A ordinary shares with sole voting power or the ability to direct the vote. Foley Square Investment Limited holds no Class A ordinary shares with sole voting power or the ability to direct the vote. Mr. Ming Liao holds no Class A ordinary shares with sole voting power or the ability to direct the vote. Prospect Avenue Capital Limited Partnership holds 1,808,649 Class A ordinary shares with shared voting power or the ability to direct the vote. Prospect Avenue Capital Inc. holds 2,608,539 Class A ordinary shares with shared voting power or the ability to direct the vote. Foley Square Investment Limited holds 1,042,224 Class A ordinary shares with shared voting power or the ability to direct the vote. Mr. Ming Liao holds 3,650,763 Class A ordinary shares with shared voting power or the ability to direct the vote. Prospect Avenue Capital Limited Partnership holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. Prospect Avenue Capital Inc. holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. Foley Square Investment Limited holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. Mr. Ming Liao holds no Class A ordinary shares with sole power to dispose of or direct the disposition of. Prospect Avenue Capital Limited Partnership holds 1,808,649 Class A ordinary shares with shared power to dispose of or direct the disposition of. Prospect Avenue Capital Inc. holds 2,608,539 Class A ordinary shares with shared power to dispose of or direct the disposition of. Foley Square Investment Limited holds 1,042,224 Class A ordinary shares with shared power to dispose of or direct the disposition of. Mr. Ming Liao holds 3,650,763 Class A ordinary shares with shared power to dispose of or direct the disposition of. N Y Y Y Y Y Y Exhibit 99.1: Joint Filing Agreement by and among Prospect Avenue Capital Limited Partnership, Prospect Avenue Capital Inc., Foley Square Investment Limited and Ming Liao (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed with the U.S. Securities and Exchange Commission by the Reporting Persons on February 9, 2024. Prospect Avenue Capital Limited Partnership /S/ Ming Liao 02/11/2025 Prospect Avenue Capital Inc. /S/ Ming Liao 02/11/2025 Foley Square Investment Limited /S/ Ming Liao 02/11/2025 Ming Liao /S/ Ming Liao 02/11/2025 Not Applicable.