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Large 51Talk (NYSE: COE) stakes reported via DCM funds

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

51Talk Online Education Group director Frank Hurst Lin filed a Form 3 reporting his ownership position in the company. The filing shows direct holdings of 1,119,495 Class A Ordinary Shares and large indirect interests held through several DCM investment funds. One fund, DCM Hybrid RMB Fund, L.P., holds 57,681,212 Class B Ordinary Shares, each convertible into one Class A Ordinary Share with no expiration date. Additional indirect Class A Ordinary Share positions are reported through DCM Ventures China Turbo Fund, L.P. and DCM Ventures China Turbo Affiliates Fund, L.P. The filing explains that these shares are legally held by the funds and notes that Lin may be deemed to have voting and investment power but disclaims group status and beneficial ownership beyond any pecuniary interest.

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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
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 CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Shares1,119,495D
Class A Ordinary Shares10,017,832IBy DCM Ventures China Turbo Fund, L.P.(1)
Class A Ordinary Shares589,278IBy DCM Ventures China Turbo Affiliates Fund, L.P.(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 ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares (3) (3)Class A Ordinary Shares57,681,212(3)IBy DCM Hybrid RMB Fund, L.P.(4)
Explanation of Responses:
1. 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.
2. 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.
3. Each Class B Ordinary Share is convertible at any time, at the holder's election, into one Class A Ordinary Share of the Issuer. The Class B Ordinary Shares have no expiration date.
4. These shares are held directly by DCM Hybrid RMB Fund, L.P. ("DCM Hybrid"). DCM Hybrid RMB Fund Investment Management, L.P. ("DGP Hybrid") is the general partner of DCM Hybrid. DCM Hybrid RMB Fund International, Ltd. ("UGP Hybrid") is the general partner of DGP Hybrid. Lin is a director of UGP Hybrid 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 Hybrid. 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.
/s/ Frank Hurst Lin03/18/2026
** Signature of Reporting PersonDate
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 Frank Hurst Lin’s Form 3 for 51Talk (COE) disclose?

The Form 3 discloses Frank Hurst Lin’s initial ownership in 51Talk, including 1,119,495 Class A Ordinary Shares held directly and significant additional indirect interests held through several DCM-managed investment funds.

How many 51Talk Class B shares are reported in Lin’s Form 3?

The filing reports 57,681,212 Class B Ordinary Shares held indirectly through DCM Hybrid RMB Fund, L.P. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share of 51Talk, with no expiration date on the Class B shares.

How are Lin’s indirect 51Talk (COE) holdings structured in this Form 3?

Indirect holdings are reported through DCM Hybrid RMB Fund, L.P., DCM Ventures China Turbo Fund, L.P., and DCM Ventures China Turbo Affiliates Fund, L.P. General partner and management entities sit above these funds, where Lin serves as a director of certain upper-tier entities.

Does Lin claim full beneficial ownership of the DCM fund shares in 51Talk?

No. The filing states Lin may be deemed to have voting and investment power over the funds’ shares but expressly disclaims the existence of a group and disclaims beneficial ownership, except to the extent of any pecuniary interest he may have in those securities.

What is the conversion right of 51Talk’s Class B Ordinary Shares in Lin’s filing?

Each Class B Ordinary Share reported can be converted at any time, at the holder’s election, into one Class A Ordinary Share of 51Talk. The Class B Ordinary Shares described in the filing have no expiration date on this conversion feature.

Are there buy or sell transactions in this 51Talk (COE) Form 3?

No. The Form 3 is an initial ownership report and lists share positions as of the reporting date. The summarized data show holding entries only, with no recorded purchases, sales, or option exercises in the reported transactions.
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