Maase holder cuts stake to 17.77% in 13D/A

Accepted by SEC EDGAR 04/09/2026 - 04:01 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Maase Inc.’s major shareholder Arts Wing Limited, wholly owned by Robert Liu, reports updated ownership in a Schedule 13D/A. The reporting persons beneficially own 78,564,455 Class A Ordinary Shares, representing 17.77% of Maase’s outstanding ordinary shares and 7.13% of its voting power as of April 7, 2026.

The ownership percentage is calculated against 442,175,578 ordinary shares outstanding, including 435,508,910 Class A and 6,666,668 Class B shares. Each Class A share carries one vote, while each Class B share carries one hundred votes.

The change in beneficial ownership reflects disposals of 4,020,000 Class A shares on January 21, 2026 for approximately $6.0 million and 9,537,589 Class A shares on April 7, 2026 for approximately $32.0 million, both through privately negotiated transactions.

Insights

Equity ownership & governance analyst

Large Maase holder trims stake, lowering both equity and voting influence.

Arts Wing Limited, wholly owned by Robert Liu, now reports beneficial ownership of 78,564,455 Class A shares. This equals 17.77% of Maase’s 442,175,578 ordinary shares outstanding as of April 7, 2026, but only 7.13% of total voting power because Class B shares carry 100 votes each.

The amendment highlights two sizeable, privately negotiated disposals: 4,020,000 Class A shares for about $6.0 million on January 21, 2026, and 9,537,589 shares for about $32.0 million on April 7, 2026. These transactions reduce Liu’s economic and governance stake yet still leave him a significant shareholder with sole voting and dispositive power over the remaining shares.

The filing also notes that additional Class A shares were issued by Maase on March 30, 2026 in separate transactions, further diluting existing holders. Overall, this is a material update to the ownership profile rather than a change in Maase’s underlying operations or financial performance.

Key Figures

Beneficial ownership shares: 78,564,455 Class A shares Beneficial ownership percentage: 17.77% Voting power percentage: 7.13% +3 more

6 metrics

Beneficial ownership shares 78,564,455 Class A shares Held by Arts Wing Limited and attributed to Robert Liu

Beneficial ownership percentage 17.77% Share of Maase ordinary shares as of April 7, 2026

Voting power percentage 7.13% Voting power in Maase considering Class A and Class B voting rights

Shares outstanding 442,175,578 ordinary shares Maase shares outstanding, including 435,508,910 Class A and 6,666,668 Class B, as of April 7, 2026

January 21, 2026 disposal 4,020,000 shares for ~$6.0M Privately negotiated sale of Maase Class A shares

April 7, 2026 disposal 9,537,589 shares for ~$32.0M Privately negotiated sale of Maase Class A shares

Key Terms

beneficial ownership, Class B Ordinary Shares, voting power, privately negotiated transaction, +1 more

5 terms

beneficial ownership financial

"The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 78,564,455 Class A Ordinary Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Class B Ordinary Shares financial

"6,666,668 Class B ordinary shares, par value $0.09 per share (the "Class B Ordinary Shares")"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

voting power financial

"The Reporting Persons' aggregate percentage of beneficial ownership is 17.77%, representing 7.13% of the voting power of the Issuer."

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

privately negotiated transaction financial

"disposed of 4,020,000 Class A Ordinary Shares of the Issuer in a privately negotiated transaction for aggregate consideration of approximately $6.0 million."

A privately negotiated transaction is a deal whose terms are worked out directly between a buyer and a seller rather than through a public market or open auction. Think of it like selling a car to a neighbor instead of putting it on eBay: the price, timing and conditions are agreed one-on-one, so investors may see less public information, different pricing compared with market trades, and potential impacts on liquidity and valuation.

treasury shares financial

"based on 442,175,578 ordinary shares (excluding treasury shares), comprising of 435,508,910 Class A Ordinary Shares (excluding treasury shares)"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Maase (MAAS) shares does Arts Wing Limited currently own?

Arts Wing Limited beneficially owns 78,564,455 Maase Class A Ordinary Shares. This stake, attributed to Robert Liu through his 100% ownership of Arts Wing, represents a major holding with sole voting and dispositive power reported in the amended Schedule 13D.

What percentage of Maase (MAAS) does Robert Liu beneficially own after this amendment?

Robert Liu, through Arts Wing Limited, beneficially owns 17.77% of Maase’s ordinary shares. Because Maase’s Class B shares carry more votes, this equity position corresponds to 7.13% of the company’s total voting power as of April 7, 2026.

What recent share disposals by Arts Wing Limited in Maase (MAAS) are disclosed?

The filing reports two disposals of Maase Class A shares. On January 21, 2026, 4,020,000 shares were sold for about $6.0 million. On April 7, 2026, 9,537,589 shares were sold for about $32.0 million, both in privately negotiated transactions.

How many Maase (MAAS) shares were outstanding when this ownership was calculated?

The ownership percentages are based on 442,175,578 Maase ordinary shares outstanding as of April 7, 2026. This total comprises 435,508,910 Class A Ordinary Shares and 6,666,668 Class B Ordinary Shares, excluding treasury shares, according to the company’s records.

How do Maase (MAAS) Class A and Class B shares differ in voting power?

Maase’s Class A Ordinary Shares each carry one vote, while Class B Ordinary Shares each carry one hundred votes. This structure means holders of Class B shares have significantly greater voting influence than holders of an equivalent number of Class A shares.

Did Maase (MAAS) issue additional shares that affected Arts Wing’s ownership percentage?

Yes. The filing notes that Maase issued additional Class A Ordinary Shares on March 30, 2026 in separate transactions. These new shares, combined with Arts Wing’s sales, contributed to the change in its reported beneficial ownership percentage.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Maase Inc.

(Name of Issuer)

Class A Ordinary Share, par value $0.09 per share

(Title of Class of Securities)

G4453R115

(CUSIP Number)

Arts Wing Limited
c/o Robert Liu, 1202, Tower A, 14 Science Museum Road
Tsimshatsui East, Kowloon, K3, 999077
852-63121973

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

04/07/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G4453R115

1

Name of reporting person

Arts Wing 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)

PF

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 78,564,455.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 78,564,455.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

78,564,455.00

12

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

13

Percent of class represented by amount in Row (11)

17.77 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Includes 78,564,455 Class A ordinary shares, par value $0.09 per share, of Maase Inc. (the "Issuer") held by Arts Wing Limited, which is wholly owned by Robert Liu. Note to Row 13: The percentage calculation is based on 442,175,578 ordinary shares (excluding treasury shares), comprising of 435,508,910 Class A ordinary shares (excluding treasury shares) and 6,666,668 Class B ordinary shares, of the Issuer outstanding as of April 7, 2026 according to records of the Issuer.

SCHEDULE 13D

CUSIP Number(s): G4453R115

1

Name of reporting person

Robert Liu

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

GUINEA-BISSAU

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 78,564,455.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 78,564,455.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

78,564,455.00

12

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

13

Percent of class represented by amount in Row (11)

17.77 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 7, 9, 11: Includes 78,564,455 Class A ordinary shares, par value $0.09 per share, of Maase Inc. (the "Issuer") held by Arts Wing Limited, which is wholly owned by Robert Liu. Note to Row 13: The percentage calculation is based on 442,175,578 ordinary shares (excluding treasury shares), comprising of 435,508,910 Class A ordinary shares (excluding treasury shares) and 6,666,668 Class B ordinary shares, of the Issuer outstanding as of April 7, 2026 according to records of the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Share, par value $0.09 per share
(b)	Name of Issuer: Maase Inc.
(c)	Address of Issuer's Principal Executive Offices: Building 48, Zhixin Manufacturing Valley, No. 52 Yangzhou Rd, Economic Dev., Zone, Laixi, Qingdao, Shandong, CHINA , 266000.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the prior statement on Schedule 13D as filed on October 30, 2025 (the "Original 13D"), which was amended by Amendment No. 1 to the Original 13D as filed on January 16, 2026 (such statement on Schedule 13D, as amended and supplemented, this "Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value $0.09 per share (the "Class A Ordinary Shares") of Maase Inc., a Cayman Islands exempted company (the "Issuer") whose principal executive office is located at Building 48, Zhixin Manufacturing Valley Industrial Park, No. 52 Yangzhou Road, Economic Development Zone, Laixi, Qingdao, Shandong, F4, 266000.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of this Schedule 13D is hereby amended and supplemented to add the following: The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 78,564,455 Class A Ordinary Shares directly held by Arts Wing Limited which is 100% owed by Robert Liu. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the ordinary shares of the Issuer held by Arts Wing Limited. The Reporting Persons' aggregate percentage of beneficial ownership is 17.77%, representing 7.13% of the voting power of the Issuer. Percentage of beneficial ownership of Reporting Persons is based on 442,175,578 ordinary shares (excluding treasury shares), comprising of 435,508,910 Class A Ordinary Shares (excluding treasury shares) and 6,666,668 Class B ordinary shares, par value $0.09 per share (the "Class B Ordinary Shares") of the Issuer outstanding as of April 7, 2026 according to records of the Issuer. Each Class A Ordinary Share is entitled to one (1) vote while each Class B Ordinary Share is entitled to one hundred (100) votes on any and all matters submitted for a vote. The change in the Reporting Persons' beneficial ownership reflects (i) the disposals by the Reporting Persons of 4,020,000 Class A Ordinary Shares on January 21, 2026 and 9,537,589 Class A Ordinary Shares on April 7, 2026, in each case, in a privately negotiated transaction, and (ii) the Issuer's issuance of additional Class A Ordinary Shares on March 30, 2026 in connection with separate transactions to which neither of the Reporting Persons was a party.
(b)	Each of the Reporting Persons has sole voting and dispositive power over the Class A Ordinary Shares of reported in this Schedule 13D.
(c)	Item 5 of this Schedule 13D is hereby amended and supplemented to add the following: On January 21, 2026, the Reporting Persons disposed of 4,020,000 Class A Ordinary Shares of the Issuer in a privately negotiated transaction for aggregate consideration of approximately $6.0 million. On April 7, 2026, the Reporting Persons disposed of 9,537,589 Class A Ordinary Shares of the Issuer in privately negotiated transactions for aggregate consideration of approximately $32.0 million.
(d)	To the best knowledge of the Reporting Persons, except for the agreement described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, 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 of the Issuer that they beneficially own.
(e)	Not applicable.

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.

Arts Wing Limited

Signature:	/s/ Robert Liu
Name/Title:	Robert Liu/Director
Date:	04/09/2026

Robert Liu

Signature:	/s/ Robert Liu
Name/Title:	Robert Liu
Date:	04/09/2026