51Talk (COE) CEO Jack Huang details direct and trust-held shares

Rhea-AI Filing Summary

51Talk Online Education Group director and CEO Jack Jiajia Huang has filed an initial Form 3 reporting his beneficial ownership of the company’s shares. The filing shows direct ownership of 7,297,560 Class A ordinary shares and additional indirect Class A holdings through entities including Dasheng Global Limited, HH Talent Limited, and his spouse, as well as Class B ordinary shares held through Dasheng Global Limited and Dasheng Online Limited. He also reports multiple restricted share unit grants with a zero exercise price that each represent the right to receive Class A ordinary shares between 2026 and 2028, with expiration dates in 2033 and 2035. Footnotes state that the Class A ordinary shares are held in the form of American depositary shares, with each ADS representing sixty Class A ordinary shares, and describe the trust structures through which the indirect holdings are beneficially owned.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Huang Jack Jiajia

(Last) (First) (Middle)

6 SHENTON WAY, #38-01 OUE DOWNTOWN

(Street)

SINGAPORE U0 068809

(City) (State) (Zip)

SINGAPORE

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

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

3a. Foreign Trading Symbol

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares(1)	7,297,560	D
Class A Ordinary Shares(1)	41,563,800	I	By Dasheng Global Limited(2)
Class A Ordinary Shares(1)	23,391,300	I	By HH Talent Limited(3)
Class A Ordinary Shares(1)	432,900	I	By Spouse(4)
Class B Ordinary Shares	30,390,321	I	By Dasheng Global Limited(2)
Class B Ordinary Shares	15,535,423	I	By Dasheng Online Limited(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units (RSUs)	03/30/2026	06/30/2033	Class A Ordinary Shares	275,000	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	06/30/2026	06/30/2033	Class A Ordinary Shares	275,000	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	05/18/2026	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	08/18/2026	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	11/18/2026	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	02/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	05/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	08/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	11/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)
Restricted Share Units (RSUs)	02/18/2028	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Dasheng Global Limited(2)

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. Each of Dasheng Global Limited and Dasheng Online Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Global Limited, and Ms. Ting Shu, who is the spouse of the reporting person, is the sole director of Dasheng Online Limited. Each of Dasheng Global Limited and Dasheng Online Limited is wholly beneficially owned by Dasheng International Holdings Limited, which is in turn wholly owned by TB Family Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of Dasheng International Holdings Limited. The settlors of TB Family Trust are reporting person and Ms. Ting Shu. The reporting person, Ms. Ting Shu and their family members are beneficiaries under TB Family Trust. As a result, both reporting person and Ms. Ting Shu are deemed to be beneficial owners of the shares directly held by Dasheng Global Limited and Dasheng Online Limited.

3. HH Talent Limited is a British Virgin Islands company. The reporting person is the sole director of HH Talent Limited. HH Talent Limited is wholly beneficially owned by HH Talent Holdings Limited, which is in turn wholly owned by HH Talent Trust, for which the Trustee (as defined above) also acts as the trustee. S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of HH Talent Holdings Limited. The settlor of HH Talent Trust is the reporting person. The reporting person and his family members are beneficiaries under HH Talent Trust. As a result, the reporting person is deemed to be beneficial owners of the shares directly held by HH Talent Limited.

4. The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.

5. Represents 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 issuer upon vesting.

	/s/ Jack Jiajia Huang	03/18/2026
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Jack Jiajia Huang’s Form 3 for 51Talk (COE) report?

The Form 3 reports Jack Jiajia Huang’s initial beneficial ownership in 51Talk. It lists his roles as director, chief executive officer, and more than ten percent owner, and details direct and indirect holdings of Class A and Class B ordinary shares, plus multiple restricted share unit awards.

How many 51Talk (COE) Class A ordinary shares does Jack Huang hold directly and indirectly?

The filing shows 7,297,560 Class A ordinary shares held directly. It also reports Class A ordinary shares held indirectly through Dasheng Global Limited, HH Talent Limited, and by his spouse, with each position’s total shares stated separately as beneficially owned through those related entities.

What restricted share units (RSUs) are disclosed for Jack Huang in the COE Form 3?

The Form 3 lists multiple RSU grants representing rights to receive Class A ordinary shares at an exercise price of 0.0000. Individual entries show underlying share amounts such as 275,000 and 137,500, with vesting dates between 2026 and 2028 and expiration dates extending to 2033 and 2035.

How are 51Talk (COE) American depositary shares related to Class A ordinary shares?

Footnotes state the Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares, so ADS holders have economic interests in the underlying Class A ordinary shares through this fixed sixty-to-one ratio.

What entities hold 51Talk (COE) shares associated with Jack Huang’s beneficial ownership?

The filing explains that Dasheng Global Limited, Dasheng Online Limited, and HH Talent Limited hold shares linked to Jack Huang through trust structures. These British Virgin Islands companies are wholly owned by family trusts, where Huang, his spouse, and family members are beneficiaries under the relevant trust arrangements.

How are shares held by Jack Huang’s spouse treated in the COE Form 3?

The report includes Class A ordinary shares held by his spouse as indirect holdings. A footnote clarifies that Jack Huang disclaims beneficial ownership of his spouse’s shares except to the extent of any pecuniary interest, and it notes this should not be deemed an admission of beneficial ownership for regulatory purposes.