Jimmy Lai discloses 51Talk (COE) share and RSU holdings in Form 3

Rhea-AI Filing Summary

51Talk Online Education Group director Jimmy Y. Lai filed an initial ownership report showing substantial equity holdings. He directly holds 2,931,900 Class A ordinary shares and 50,336 restricted share units (RSUs), each RSU representing one Class A ordinary share with a zero exercise price and an expiration in 2034. The Class A ordinary shares are held in the form of American depositary shares, with each ADS representing sixty Class A ordinary shares.

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^*

Lai Jimmy Y.

(Last) (First) (Middle)

6 SHENTON WAY, #38-01 OUE DOWNTOWN

(Street)

SINGAPORE 068809

(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)

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

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)	2,931,900	D

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)	06/01/2026	06/01/2034	Class A Ordinary Shares	50,336	(2)	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. 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/ Jimmy Lai	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 the Form 3 filing by Jimmy Y. Lai for 51Talk (COE) show?

The Form 3 shows Jimmy Y. Lai’s initial ownership in 51Talk. He directly holds 2,931,900 Class A ordinary shares and 50,336 restricted share units, each convertible into one Class A ordinary share under the company’s share incentive plans.

How many shares of 51Talk (COE) does Jimmy Y. Lai beneficially own?

Jimmy Y. Lai directly holds 2,931,900 Class A ordinary shares of 51Talk. In addition, he has 50,336 restricted share units that each entitle him to receive one Class A ordinary share upon vesting under the issuer’s share incentive plans.

What restricted share units (RSUs) are reported in the 51Talk (COE) Form 3?

The filing reports 50,336 restricted share units granted to Jimmy Y. Lai under 51Talk’s share incentive plans. Each RSU represents a contingent right to receive one Class A ordinary share, with a zero exercise price and expiration on June 1, 2034.

How are 51Talk (COE) Class A ordinary shares held according to the Form 3?

The Form 3 states that 51Talk’s Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares, providing a depositary structure for trading the equity.

Does the 51Talk (COE) Form 3 indicate any insider buying or selling by Jimmy Y. Lai?

The Form 3 is an initial ownership report and lists Jimmy Y. Lai’s holdings but does not show any buy or sell transactions. It provides the quantities of Class A ordinary shares and restricted share units he beneficially owns directly.

What is the significance of the expiration date on Jimmy Y. Lai’s 51Talk (COE) RSUs?

The RSUs reported for Jimmy Y. Lai expire on June 1, 2034, with a zero exercise price. This date sets the outer limit for settlement of the RSUs into Class A ordinary shares, subject to vesting conditions under the company’s share incentive plans.