SEC FORM 4

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lin Frank Hurst

(Last)

(First)

(Middle)

C/O DCM, 2420 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
51Talk Online Education Group [ COE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Share, par value US$0.0001⁽¹⁾	07/08/2026		M		72,720	A	$0	1,192,215	D
Class A Ordinary Share, par value US$0.0001⁽¹⁾								10,017,832	I	By DCM Ventures China Turbo Fund, L.P.⁽²⁾
Class A Ordinary Share, par value US$0.0001⁽¹⁾								589,278	I	By DCM Ventures China Turbo Affiliates Fund, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units (RSUs)	⁽⁴⁾	07/08/2026		A		72,720		⁽⁵⁾	07/01/2035	Class A Ordinary Share, par value US$0.0001	72,720	$0	72,720	D

Explanation of Responses:

1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.

2. These shares are held directly by DCM Ventures China Turbo Fund, L.P. ("DCM Turbo"). DCM Turbo Fund Investment Management, L.P. ("DGP Turbo") is the general partner of DCM Turbo. DCM Turbo Fund International, Ltd. ("UGP Turbo") is the general partner of DGP Turbo. Frank Hurst Lin ("Lin") is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM Turbo. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. These shares are held directly by DCM Ventures China Turbo Affiliates Fund, L.P. ("Turbo Affiliates"). DGP Turbo is the general partner of Turbo Affiliates. UGP Turbo is the general partner of DGP Turbo. Lin is a director of UGP Turbo and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by Turbo Affiliates. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Represents restricted share units ("RSUs") granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) Class A ordinary share of the issuer upon vesting.

5. The reporting person was granted 145,440 RSUs on July 8, 2026, of which 72,720 RSUs vested in full on the date of grant. The remaining 72,720 RSUs vest in four equal quarterly installments of 18,180 RSUs on October 1, 2026, January 1, 2027, April 1, 2027 and July 1, 2027, respectively.

	/s/ Frank Hurst Lin	07/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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