| Item 1. | |
| (a) | Name of issuer:
QuantaSing Group Ltd |
| (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:
(i) Prospect Avenue Capital Limited Partnership
(ii) Prospect Avenue Capital Inc.
(iii) Foley Square Investment Limited
(iv) Mr. Ming Liao
(collectively, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
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 |
| (c) | Citizenship:
Prospect Avenue Capital Limited Partnership - Cayman Islands
Prospect Avenue Capital Inc. - Cayman Islands
Foley Square Investment Limited - Hong Kong
Mr. Ming Liao - Hong Kong |
| (d) | Title of class of securities:
Class A ordinary shares |
| (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:
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. |
| (b) | Percent of class:
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. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
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.
|
| | (ii) Shared power to vote or 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.
|
| | (iii) Sole power to dispose or to direct the disposition of:
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.
|
| | (iv) Shared power to dispose or to 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.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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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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