51Talk (NYSE: COE) HongShan group discloses 11.5% stake and $5.9M ADS sale

Rhea-AI Filing Summary

51Talk Online Education Group’s major shareholder group led by HongShan-related entities has amended its Schedule 13D to update its ownership and recent trading activity. The reporting persons may be deemed to beneficially own 28,494,075 Class A ordinary shares, represented by 474,901 American Depositary Shares (ADSs), equal to about 11.5% of the outstanding Class A ordinary shares based on 247,187,397 shares outstanding as of December 31, 2024. Several affiliated Cayman Islands and other entities, including HSG V HOLDCO I and SNP China Enterprises Limited, report shared voting and dispositive power over this stake, while certain growth fund entities now report zero ownership. The filing also discloses that on December 3, 2025, HongShan Capital Growth Fund I sold 192,322 ADSs (representing 11,539,320 Class A shares) in a block trade at $30.50 per ADS, for total proceeds of $5,865,821. Neil Nanpeng Shen signs as authorized signatory for the reporting entities.

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, $0.0001 par value per share

(Title of Class of Securities)

16954L204

(CUSIP Number)

HongShan Capital Growth Fund I
c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House
Grand Cayman, E9, KY1-1104
(852) 2501 8989

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

12/03/2025

(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

HSG Venture V Holdco I, Ltd. ("HSG V HOLDCO I")

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)

OO

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 28,494,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,494,075.00

11

Aggregate amount beneficially owned by each reporting person

28,494,075.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10, 11: Represented by 474,901 American Depositary Shares. Row 11: Based on 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

HongShan Capital Venture Fund V, L.P. ("HSGCVF V")

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)

OO

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 28,494,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,494,075.00

11

Aggregate amount beneficially owned by each reporting person

28,494,075.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10, 11: Represented by 474,901 American Depositary Shares. Row 11: Based on 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

HSG Venture V Management, L.P. ("HSGCVF MGMT V")

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)

OO

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 28,494,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,494,075.00

11

Aggregate amount beneficially owned by each reporting person

28,494,075.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10, 11: Represented by 474,901 American Depositary Shares. Row 11: Based on 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

HSG Growth I Holdco A, Ltd. ("HSG I Holdco A")

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)

OO

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

HongShan Capital Growth Fund I, L.P. ("HSGCGF I")

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)

OO

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

HongShan Capital Growth Fund Management I, L.P. ("HSGCF MGMT I")

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)

OO

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

HSG Holding Ltd ("HSG Holding")

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)

OO

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 28,494,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,494,075.00

11

Aggregate amount beneficially owned by each reporting person

28,494,075.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10, 11: Represented by 474,901 American Depositary Shares. Row 11: Based on 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

SNP China Enterprises Limited ("SNP")

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)

OO

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 28,494,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,494,075.00

11

Aggregate amount beneficially owned by each reporting person

28,494,075.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10, 11: Represented by 474,901 American Depositary Shares. Row 11: Based on 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

CUSIP No. 16954L204

1

Name of reporting person

Neil Nanpeng Shen ("NS")

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)

OO

5

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

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 28,494,075.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,494,075.00

11

Aggregate amount beneficially owned by each reporting person

28,494,075.00

12

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

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 8, 10, 11: Represented by 474,901 American Depositary Shares. Row 11: Based on 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value per share
(b)	Name of Issuer: 51Talk Online Education Group
(c)	Address of Issuer's Principal Executive Offices: 24 Raffles Place #17-04 Clifford Centre, Singapore, SINGAPORE , 068809.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number of Class A ordinary shares and the percentage of total outstanding Class A ordinary shares beneficially owned by the Reporting Persons are set forth below. References to percentage ownerships of Class A ordinary shares in this Statement are based upon the 247,187,397 Class A ordinary shares of the Issuer outstanding as of December 31, 2024, as reported in the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 25, 2025. The Reporting Persons may be deemed to beneficially own an aggregate of 28,494,075 Class A ordinary shares, represented by 474,901 American Depositary Shares, which constitutes approximately 11.5% of the Issuer's outstanding Class A ordinary shares, calculated in accordance with Rule 13d-3 under the Act. HSG V HOLDCO I (formerly known as SCCV V HOLDCO I) beneficially owns 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act. HSGCVF V (formerly known as SCCVF V), as the parent company of HSG V HOLDCO I, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act. HSGCVF MGMT V (formerly known as SCCVF MGMT V), as the general partner of HSGCVF V, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act. HSG Holding (formerly known as SCC HOLD), as the general partner of HSGCVF MGMT V, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act. SNP, as the parent company of HSG Holding, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act. NS, as the sole owner and the sole director of SNP, may be deemed to beneficially own 28,494,075 Class A ordinary shares, which represents approximately 11.5% of the outstanding Class A ordinary shares calculated in accordance with the requirements of Rule 13d-3 under the Act. Based on the transactions described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership in the securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b)	The number of Class A ordinary shares as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).
(c)	On December 3, 2025, HSGCGF I sold 192,322 American Depositary Shares (representing 11,539,320 Class A ordinary shares) in a block trade at a price of $30.50 per American Depostiary Share, for an aggregate amount of $5,865,821. Such American Depositary Shares had previously been distributed by HSG I Holdco A to HSGCGF I.

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.

HSG Venture V Holdco I, Ltd. ("HSG V HOLDCO I")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	By: Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

HongShan Capital Venture Fund V, L.P. ("HSGCVF V")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

HSG Venture V Management, L.P. ("HSGCVF MGMT V")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

HSG Growth I Holdco A, Ltd. ("HSG I Holdco A")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

HongShan Capital Growth Fund I, L.P. ("HSGCGF I")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

HongShan Capital Growth Fund Management I, L.P. ("HSGCF MGMT I")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

HSG Holding Ltd ("HSG Holding")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

SNP China Enterprises Limited ("SNP")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen, Authorized Signatory
Date:	12/05/2025

Neil Nanpeng Shen ("NS")

Signature:	/s/ Neil Nanpeng Shen
Name/Title:	Neil Nanpeng Shen
Date:	12/05/2025

FAQ

How much of 51Talk Online Education Group (COE) do the HongShan reporting persons currently beneficially own?

The reporting persons may be deemed to beneficially own 28,494,075 Class A ordinary shares of 51Talk Online Education Group, represented by 474,901 American Depositary Shares, which is approximately 11.5% of the company’s outstanding Class A ordinary shares.

What share count did 51Talk Online Education Group (COE) use to calculate the 11.5% ownership?

The approximately 11.5% ownership is calculated based on 247,187,397 Class A ordinary shares outstanding as of December 31, 2024, as reported in 51Talk’s Form 20-F filed on April 25, 2025.

Which entities are part of the HongShan reporting group in this 13D/A for 51Talk (COE)?

The reporting persons include HSG V HOLDCO I, HongShan Capital Venture Fund V, L.P., HSG Venture V Management, L.P., HSG Holding Ltd, SNP China Enterprises Limited, and Neil Nanpeng Shen, among others, with several of these entities reporting shared voting and dispositive power over 28,494,075 Class A shares.

Which entities now report zero ownership of 51Talk (COE) in this amendment?

HSG Growth I Holdco A, Ltd., HongShan Capital Growth Fund I, L.P., and HongShan Capital Growth Fund Management I, L.P. each report an aggregate beneficial ownership of 0 Class A ordinary shares, or 0% of the class.

What block trade involving 51Talk (COE) American Depositary Shares is disclosed in this filing?

On December 3, 2025, HongShan Capital Growth Fund I, L.P. sold 192,322 American Depositary Shares, representing 11,539,320 Class A ordinary shares, in a block trade at a price of $30.50 per ADS, for an aggregate amount of $5,865,821.

How do the reporting persons describe their group status in relation to 51Talk (COE)?

The filing states that, based on the transactions described, the reporting persons may be deemed to constitute a “group” under Section 13(d)(3) of the Exchange Act, but also clarifies that the filing shall not be construed as an admission that they are a group or have agreed to act as a group, and each reporting person expressly disclaims beneficial ownership except to the extent of actual voting or dispositive power.