| Item 1. | |
| (a) | Name of issuer:
QuantaSing Group Limited |
| (b) | Address of issuer's principal executive offices:
2/F, Building D, Ronsin Technology Center, Chaoyang District, Beijing , F4, 100102. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
GGV Discovery I, L.P. ("Discovery I LP")
GGV Capital VI Entrepreneurs Fund L.P. ("Capital VI E LP")
GGV Discovery I L.L.C. ("Discovery I GP")
GGV Capital VI Entrepreneurs Fund L.L.C. ("Capital VI E GP")
Jixun Foo ("Foo")
Glenn Solomon ("Solomon")
Jenny Hong Wei Lee ("Lee")
Jeffrey Gordon Richards ("Richards")
Hans Tung ("Tung")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
c/o GGV Capital
3000 Sand Hill Road, Suite 4-230
Menlo Park, CA 94025 |
| (c) | Citizenship:
Discovery I L.P. Cayman Islands
Capital VI-E LP Cayman Islands
Discovery I GP Cayman Islands
Capital VI-E GP Cayman Islands
Foo Singapore
Solomon United States
Lee Singapore
Richards United States
Tung United States
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| (d) | Title of class of securities:
Class A ordinary shares, US$0.0001 par value per share |
| (e) | CUSIP No.:
74767N107 |
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 74767N107 has been assigned to the American Depositary Shares ("ADS") of the Issuer. Each ADS represents three Class A ordinary shares.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 237,219 Class A ordinary shares held in the form of 79,073 ADSs directly held by Capital VI-E LP and (ii) 5,498,838 Class A ordinary shares held in the form of 1,832,946 ADSs directly held by Discovery I LP.
Capital VI-E GP is the general partner of Capital VI-E LP and shares voting and investment authority over the securities held by Capital VI-E LP. Discovery I GP is the general partner of Discovery I LP and shares voting and investment authority over the securities held by Discovery I GP. Each of Foo, Lee, Richards, Solomon and Tung is a Managing Director of each of Capital VI-E GP and Discovery I GP and shares voting and investment authority over the securities held by each of Capital VI-E LP and Discovery I LP. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 103,776,127 Class A ordinary shares outstanding as of June 30, 2024, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on August 29, 2024. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2024 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)