Major shareholders disclose 10b5-1 buys, 114.5M COE shares

Rhea-AI Filing Summary

Amendment No. 9 to a Schedule 13D reports that related parties led by Jack Jiajia Huang and entities including Dasheng Global Limited, Dasheng International Holdings Limited, HH Talent Limited and TB Family Trust collectively beneficially own 114,538,324 ordinary shares of 51Talk Online Education Group (the class count basis is 351,568,497 total ordinary shares). That holding equals 32.6% of the Class A share class and represents 41.1% of total voting power when accounting for outstanding Class B shares and other holdings.

The filing details multiple open-market purchases made under Rule 10b5-1 trading plans and with personal capital, including recent ADS purchases by HH Talent Limited through September 30, 2025 (transactions and weighted average prices are listed for the prior 60 days). The reporting persons disclose vested or issuable shares from equity awards and note no other arrangements that would transfer voting or investment power. The amendment largely supplements prior Schedule 13D filings without changing earlier disclosures.

Positive

• Consolidated ownership of 114,538,324 shares signals stable, long-term insider alignment
• Use of Rule 10b5-1 plans provides a structured, pre-planned method for purchases and reduces timing concerns
• Detailed 60-day trading history increases transparency on recent market activity

Negative

• High concentrated voting power (41.1%) could limit minority shareholder influence
• Large block ownership may increase perception of control-related governance risk for some investors

Insights

Corporate Governance Analyst

Significant insider group controls large voting bloc; governance influence is material.

The combined holdings equal a substantial ownership stake and produce 41.1% voting power, which gives the reporting group meaningful influence over corporate decisions and board matters. The mix of Class A ADSs, Class B shares, and shares issuable upon vesting concentrates control within the reporting group.

Key dependencies include the stability of the Class B/ Class A structure and the vesting schedule for restricted share units; near-term items to watch include any changes in the 60-day vesting outcomes or additional open-market purchases reported in subsequent amendments.

Equity Markets Analyst

Open-market buys via 10b5-1 plans show continued accumulation over time.

Dasheng Global, HH Talent and Mr. Huang used Rule 10b5-1 plans and personal capital to accumulate ADSs, with disclosed purchase amounts (e.g., ~$4.4M by HH Talent under the 2024 plan and multiple smaller purchases totaling several million). The filing includes a 60-day trading schedule through September 30, 2025 with daily ADS quantities and weighted average prices.

Market impact depends on future disclosed transactions and whether further 10b5-1 purchases complete; monitor subsequent Schedule 13D/A filings and the trading plan execution schedules in the next few weeks for incremental share changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

51Talk Online Education Group

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

16954L204

(CUSIP Number)

Jack Jiajia Huang
6 Shenton Way, #38-01 OUE Downtown
Singapore, U0, 068809
0065 6991 2347

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

Jack Jiajia Huang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,823,960.00
8	Shared Voting Power 87,714,364.00
9	Sole Dispositive Power 26,823,960.00
10	Shared Dispositive Power 87,714,364.00

11

Aggregate amount beneficially owned by each reporting person

114,538,324.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

32.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to 7 and 9: Represents (i) 7,111,380 Class A ordinary shares in the form of ADSs purchased by Jack Jiajia Huang in the open market, and (ii) 19,712,580 Class A ordinary shares in the form of ADSs purchased by HH Talent Limited in the open market. Note to 8 and 10: Represents (i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 41,013,900 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 137,460 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after the date thereof, (iv) 432,900 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 18,180 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after the date thereof, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited. Note to 11: Represents (i) 7,297,560 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 41,013,900 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 137,460 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after the date thereof, (iv) 19,712,580 Class A ordinary shares in the form of ADSs purchased by HH Talent Limited, (v) 432,900 Class A ordinary shares in the form of ADSs held by Ting Shu, (vi) 18,180 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after the date thereof, (vii) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (viii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited. The voting power of the shares beneficially owned by Jack Jiajia Huang represents 41.1% of the total outstanding voting power.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

Dasheng Global Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 71,541,681.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 71,541,681.00

11

Aggregate amount beneficially owned by each reporting person

71,541,681.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to 8, 10, and 11: Represents (i) 41,013,900 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (ii) 137,460 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after the date thereof, and (iii) 30,390,321 Class B ordinary shares held by Dasheng Global Limited. The voting power of the shares beneficially owned by Dasheng Global Limited represents 26.9% of the total outstanding voting power.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

Dasheng International Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 87,714,364.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 87,714,364.00

11

Aggregate amount beneficially owned by each reporting person

87,714,364.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to 8, 10, 11: Represents (i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 41,013,900 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 137,460 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after the date thereof, (iv) 432,900 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 18,180 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after the date thereof, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited. The voting power of the shares beneficially owned by Dasheng International Holdings Limited represents 39.0% of the total outstanding voting power.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

TB Family Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 87,714,364.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 87,714,364.00

11

Aggregate amount beneficially owned by each reporting person

87,714,364.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to 8, 10, 11: Represents (i) 186,180 Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 41,013,900 Class A ordinary shares in the form of ADSs held by Dasheng Global Limited, (iii) 137,460 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted share units within 60 days after the date thereof, (iv) 432,900 Class A ordinary shares in the form of ADSs held by Ting Shu, (v) 18,180 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after the date thereof, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited. The voting power of the shares beneficially owned by Dasheng International Holdings Limited represents 39.0% of the total outstanding voting power.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share
(b)	Name of Issuer: 51Talk Online Education Group
(c)	Address of Issuer's Principal Executive Offices: 6 Shenton Way, #38-01 OUE Downtown, Singapore, SINGAPORE , 068809.
Item 1 Comment: Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 9 to Statement on Schedule 13D (this "Amendment") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on July 25, 2022, as amended by Amendment No. 1 thereto filed on October 5, 2022, by Amendment No. 2 thereto filed on July 10, 2023, by Amendment No. 3 thereto filed on November 29, 2023, by Amendment No. 4 thereto filed on February 22, 2024, by Amendment No. 5 thereto filed on July 11, 2024, by Amendment No. 6 thereto filed on October 10, 2024, by Amendment No. 7 thereto filed on December 17, 2024, and by Amendment No. 8 thereto filed on March 26, 2025 (as so amended, the "Statement"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Statement.
Item 3.	Source and Amount of Funds or Other Consideration
	Dasheng Global Limited entered into Rule 10b5-1 trading plans, dated as of March 31, 2022 and June 30, 2022, respectively, with Tiger Brokers (Singapore) Pte Ltd (the "2022 Trading Plans"). Under the Trading Plans, Dasheng Global Limited proposes to purchase a total of 1,100,000 ADSs of the Issuer. Pursuant to the Trading Plans, through the date hereof, Dasheng Global Limited has purchased 1,025,415 ADSs in the open market for approximately US$1.6 million, using its capital from previous disposition of its holding of the Issuer's ADSs. On December 15, 2022, the Issuer effected a change of the ratio of its ADSs to Class A ordinary shares from one ADS representing fifteen Class A ordinary shares to one ADS representing sixty Class A ordinary shares. In addition, from March 28, 2022 through September 19, 2022, Dasheng Global Limited purchased a total of 562,106 ADSs of the Issuer in the open market for approximately US$0.9 million, using its capital from previous disposition of its holding of the Issuer's ADSs. From September 20, 2022 through June 30, 2023, Dasheng Global Limited purchased a total of 102,984 ADSs of the Issuer in the open market for approximately US$0.7 million using its own capital. From August 31, 2023 through September 23, 2023, Dasheng Global Limited purchased a total of 26,315 ADSs of the Issuer in the open market for approximately US$0.2 million, using its own capital. Dasheng Global Limited entered into a Rule 10b5-1 trading plan, dated as of June 30, 2023, with Tiger Brokers (Singapore) Pte Ltd (the "2023 Trading Plan"). Under the 2023 Trading Plan, Dasheng Global Limited proposes to purchase a total of 250,000 ADSs of the Issuer. Pursuant to the 2023 Trading Plan, Dasheng Global Limited has purchased 103,223 ADSs in the open market for approximately US$0.8 million from October 20, 2023 through February 20, 2024, using its own capital. From June 14, 2024 through June 29, 2024, Mr. Jack Jiajia Huang purchased a total of 53,827 ADSs of the Issuer in the open market for approximately US$0.5 million, using his own capital. From August 27, 2024 through September 30, 2024, Mr. Jack Jiajia Huang purchased a total of 64,696 ADSs of the Issuer in the open market for approximately US$1.0 million, using his own capital. HH Talent Limited entered into a Rule 10b5-1 trading plan, dated as of June 27, 2024, with Tiger Brokers (Singapore) Pte Ltd (the "2024 Trading Plan"). Under the 2024 Trading Plan, HH Talent Limited proposes to purchase a total of 250,000 ADSs of the Issuer. Pursuant to the 2024 Trading Plan, HH Talent Limited has purchased 250,000 ADSs in the open market for approximately US$4.4 million from October 24, 2024 through June 17, 2025, using its own capital. In addition, HH Talent Limited purchased a total of 78,543 ADSs of the Issuer in the open market for approximately US$3.1 million from March 25, 2025 to September 30, 2025, using its own capital. The purchase were made during the designated trading window pursuant to the Amended and Restated Statement of Policies Governing Material Non-public Information and the Prevention of Insider Trading of the Issuer. Apart from the foregoing open-market purchases, (i) the 137,460 Class A ordinary shares of the Issuer issuable upon the vesting of restricted share units within 60 days after the date hereof, to be held by Dasheng Global Limited, the 3,249,780 Class A ordinary shares of the Issuer in the form of ADSs held by Dasheng Global Limited, and the 186,180 Class A ordinary shares of the Issuer in the form of ADSs held by Mr. Huang are shares issuable or issued to Mr. Huang pursuant to share awards granted under the Issuer's share incentive plans, (ii) the 18,180 Class A ordinary shares of the Issuer issuable to Ms. Shu upon the vesting of restricted share units and the 432,900 Class A ordinary shares of the Issuer in the form of ADSs held by Ms. Shu, are shares issuable or issued to Ms. Shu pursuant to share awards granted under the Issuer's share incentive plans, and (iii) the 30,390,321 Class B ordinary shares of the Issuer and the 15,535,423 Class B ordinary shares of the Issuer have been held by Dasheng Global Limited and Dasheng Online Limited, respectively, since the completion of the initial public offering of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment are hereby incorporated herein by reference. Such information is calculated based on an aggregate of 351,568,497 issued and outstanding ordinary shares (being the sum of 247,961,517 Class A ordinary shares and 103,606,980 Class B ordinary shares) of the Issuer as of February 28, 2025 as a single class.
(b)	The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment are hereby incorporated herein by reference.
(c)	The information in Item 3 and Item 4 is incorporated herein by reference. Except as set forth on Schedule I attached hereto, the Reporting Person has not effected any transaction in the ordinary shares of the Issuer during the past 60 days.
(d)	Except as disclosed in this Amendment, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 3 is hereby incorporated by reference in its entirety. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power or investment power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Schedule I 60-Day Trading History Amount of ADSs (Each Representing 60 Class A Ordinary Shares) Weighted Average Price Per ADS Trade Date Purchased (US$) ________________ _____________________ ___________________ September 5, 2025 5,368 46.85 September 8, 2025 3,769 47.17 September 9, 2025 672 47.38 September 10, 2025 3,695 47.57 September 11, 2025 6,773 47.22 September 12, 2025 3,166 47.73 September 15, 2025 6,557 45.81 September 17, 2025 2,814 44.92 September 18, 2025 992 44.79 September 19, 2025 117 44.86 September 22, 2025 796 44.79 September 23, 2025 4,247 44.71 September 24, 2025 2,569 44.91 September 25, 2025 1,136 44.79 September 26, 2025 457 44.79 September 29, 2025 1,285 44.58 September 30, 2025 2,844 44.36 The above transactions were effected by HH Talent Limited in the open market.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jack Jiajia Huang

Signature:	/s/ Jack Jiajia Huang
Name/Title:	Jack Jiajia Huang
Date:	10/10/2025

Dasheng Global Limited

Signature:	/s/ Jack Jiajia Huang
Name/Title:	Jack Jiajia Huang/Director
Date:	10/10/2025

Dasheng International Holdings Limited

Signature:	/s/ S.B. Vanwall Ltd.
Name/Title:	S.B. Vanwall Ltd./Director
Date:	10/10/2025

TB Family Trust

Signature:	/s/ TMF (Cayman) Ltd.
Name/Title:	TMF (Cayman) Ltd./Trustee
Date:	10/10/2025

FAQ

What percent of 51Talk (COE) do the reporting persons own?

They beneficially own 114,538,324 ordinary shares, representing 32.6% of the class basis and approximately 41.1% of total voting power.

Who are the principal reporting persons on this Schedule 13D/A?

The primary reporting person is Jack Jiajia Huang, together with entities including Dasheng Global Limited, Dasheng International Holdings Limited, HH Talent Limited and TB Family Trust.

Did the group purchase shares under trading plans?

Yes. Dasheng Global, HH Talent and others used Rule 10b5-1 trading plans and personal capital to buy ADSs; disclosed purchases total several million dollars (examples: ~$4.4M by HH Talent under the 2024 plan).

Are there any shares issuable upon vesting included in the total?

Yes. The aggregate includes restricted share units issuable within 60 days (e.g., 137,460 Class A shares to Dasheng Global and 18,180 Class A shares to Ting Shu).

Does the filing report recent trading dates and prices?

Yes. A 60-day trading history through September 30, 2025 is provided with ADS quantities and weighted average prices (e.g., $44.36 on September 30, 2025).