51Talk Online Education Group (NYSE: COE) insider updates major stake

Rhea-AI Filing Summary

51Talk Online Education Group’s major shareholder Jack Jiajia Huang has updated his ownership details. He beneficially owns 118,647,664 ordinary shares, representing 33.8% of the company’s ordinary share class, with voting power equal to 41.4% of total outstanding voting power. This is calculated against 351,568,497 ordinary shares outstanding as of February 28, 2025.

Related entities Dasheng Global Limited, Dasheng International Holdings Limited and TB Family Trust report beneficial ownership of 71,954,121, and 88,144,984 ordinary shares each, representing 20.5% and 25.1% of the class, with voting power of 26.9% and 39.1%, respectively. From December 10 to December 31, 2025, HH Talent Limited, an affiliate mentioned in the filing, purchased 61,312 ADSs in the open market for approximately US$2.2 million under the company’s insider trading policy.

Insights

Equity ownership and governance analyst

Filing shows concentrated control at 51Talk and incremental insider-linked buying.

Jack Jiajia Huang now reports beneficial ownership of 118,647,664 ordinary shares, or 33.8% of the class, with 41.4% of total voting power. The calculation is based on 351,568,497 ordinary shares outstanding as of February 28, 2025. This indicates substantial influence over shareholder decisions.

Affiliated entities further underscore this concentration. Dasheng Global Limited holds 71,954,121 ordinary shares, or 20.5% of the class and 26.9% of voting power. Dasheng International Holdings Limited and TB Family Trust each report 88,144,984 ordinary shares, equal to 25.1% of the class and 39.1% of voting power. These structures reflect layered ownership rather than new corporate events.

The update also details that from December 10–31, 2025, HH Talent Limited purchased 61,312 ADSs in the open market for approximately US$2.2 million under the issuer’s insider trading policy. This is a relatively modest increase in an already large position. Overall, the amendment primarily refines ownership and recent trade disclosures without signaling a clearly defined strategic change.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

12/31/2025

(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 30,502,680.00
8	Shared Voting Power 88,144,984.00
9	Sole Dispositive Power 30,502,680.00
10	Shared Dispositive Power 88,144,984.00

11

Aggregate amount beneficially owned by each reporting person

118,647,664.00

12

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

13

Percent of class represented by amount in Row (11)

33.8 %

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) 23,391,300 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) 41,426,340 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) 36,360 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) 41,426,340 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) 23,391,300 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) 36,360 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 41.4% 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 71,954,121.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 71,954,121.00

11

Aggregate amount beneficially owned by each reporting person

71,954,121.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to 8, 10, and 11: Represents (i) 41,426,340 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 88,144,984.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 88,144,984.00

11

Aggregate amount beneficially owned by each reporting person

88,144,984.00

12

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

13

Percent of class represented by amount in Row (11)

25.1 %

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) 41,426,340 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) 36,360 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 39.1% 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 88,144,984.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 88,144,984.00

11

Aggregate amount beneficially owned by each reporting person

88,144,984.00

12

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

13

Percent of class represented by amount in Row (11)

25.1 %

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) 41,426,340 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) 36,360 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 39.1% 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. 10 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, by Amendment No. 8 thereto filed on March 26, 2025, and by Amendment No. 9 thereto filed on October 10, 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
	The first five paragraphs in Item 3 of the Statement are hereby incorporated herein by reference. The last paragraph in Item 3 of the Statement is hereby amended and restated as follows: From December 10, 2025 to December 31, 2025, HH Talent Limited purchased a total of 61,312 ADSs of the Issuer in the open market for approximately US$2.2 million, 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 3,662,220 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 36,360 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 ADS 60 Class A Ordinary Shares) Weighted Average Price Per Trade Date Purchased (US$) ________________ _____________________ ___________________ December 10, 2025 100 36.50 December 11, 2025 11,060 36.04 December 12, 2025 7,613 35.90 December 15, 2025 11,013 36.05 December 16, 2025 20,214 36.19 December 18, 2025 8 32.29 December 22, 2025 682 32.88 December 24, 2025 485 33.44 December 26, 2025 1,910 32.92 December 29, 2025 3,493 33.27 December 30, 2025 2,450 33.02 December 31, 2025 2,284 32.45 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:	01/12/2026

Dasheng Global Limited

Signature:	/s/ Jack Jiajia Huang
Name/Title:	Jack Jiajia Huang/Director
Date:	01/12/2026

Dasheng International Holdings Limited

Signature:	/s/ S.B. Vanwall Ltd.
Name/Title:	S.B. Vanwall Ltd./Director
Date:	01/12/2026

TB Family Trust

Signature:	/s/ TMF (Cayman) Ltd.
Name/Title:	TMF (Cayman) Ltd./Trustee
Date:	01/12/2026

FAQ

How many 51Talk (COE) shares does Jack Jiajia Huang beneficially own now?

Jack Jiajia Huang beneficially owns 118,647,664 ordinary shares of 51Talk Online Education Group, representing 33.8% of the company’s ordinary share class. His holdings provide 41.4% of the total outstanding voting power, based on 351,568,497 ordinary shares outstanding as of February 28, 2025.

What recent 51Talk (COE) share purchases are disclosed for HH Talent Limited?

From December 10, 2025 to December 31, 2025, HH Talent Limited bought a total of 61,312 ADSs of 51Talk in the open market for approximately US$2.2 million. These trades occurred during a designated trading window under the company’s policy on material non-public information and insider trading.

What percentage of 51Talk (COE) voting power do Huang and his entities control?

The filing states that Jack Jiajia Huang’s beneficial holdings represent 41.4% of total outstanding voting power. It also notes that Dasheng Global Limited holds 26.9% of voting power, while Dasheng International Holdings Limited and TB Family Trust each represent 39.1% of total outstanding voting power for their respective beneficial holdings.

How many 51Talk (COE) shares does Dasheng Global Limited beneficially own?

Dasheng Global Limited beneficially owns 71,954,121 ordinary shares of 51Talk Online Education Group. This equals 20.5% of the company’s ordinary share class and represents 26.9% of the total outstanding voting power, as disclosed in the filing.

What is the total share count used for the ownership percentages in this 51Talk filing?

The ownership percentages in the filing are calculated using an aggregate of 351,568,497 issued and outstanding ordinary shares of 51Talk Online Education Group. This total consists of 247,961,517 Class A ordinary shares and 103,606,980 Class B ordinary shares as of February 28, 2025.

Who are Dasheng International Holdings Limited and TB Family Trust in relation to 51Talk (COE) ownership?

Dasheng International Holdings Limited and TB Family Trust are reporting persons that each disclose beneficial ownership of 88,144,984 ordinary shares of 51Talk. For each, this represents 25.1% of the ordinary share class and 39.1% of total outstanding voting power, based on the share count as of February 28, 2025.