QuantaSing Group Limited Schedule 13G/A discloses that several GGV-sponsored entities and five GGV managing directors jointly report beneficial ownership of Class A ordinary shares as of June 30, 2025. The filing states ownership consists of 95,697 Class A shares (held as 31,899 ADSs) by GGV Capital VI Entrepreneurs Fund and 2,216,256 Class A shares (held as 738,752 ADSs) by GGV Discovery I, totaling reporting persons' shared voting and dispositive power over 2,311,953 Class A shares, equal to 2.2% of the class based on 103,776,127 shares outstanding as of June 30, 2024. Each ADS represents three Class A shares. The reporting persons disclaim status as a group and identify their jurisdictions and signatures certifying the report dated August 14, 2025.
Positive
None.
Negative
None.
Insights
TL;DR: GGV-related entities report a combined 2.2% stake in QuantaSing, disclosed for transparency; ownership is below 5% material threshold.
The filing is a routine beneficial ownership disclosure under Schedule 13G/A showing shared voting and dispositive power rather than sole control. Holdings are held via ADSs, with clear mapping of ADS-to-Class A share ratio (1 ADS = 3 Class A shares). Percentages are computed using 103,776,127 Class A shares outstanding per the issuer's 2024 Form 20-F. No change-of-control indicators, >5% ownership, or other material transactions are reported in this amendment.
TL;DR: Disclosure documents governance relationships and authority among GGV entities and individual managing directors; no group status claimed.
The report clarifies that general partners (Discovery I GP and Capital VI-E GP) and listed individuals share voting and investment authority over the reported securities. The Reporting Persons expressly disclaim being a "group," which affects how their holdings are treated under proxy and solicitation rules. Signatures and a joint filing agreement exhibit are referenced, supporting the filing's procedural completeness.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
QuantaSing Group Limited
(Name of Issuer)
Class A ordinary shares, US$0.0001 par value per share
(Title of Class of Securities)
74767N107
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
GGV Capital VI Entrepreneurs Fund L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
95,697.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
95,697.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
95,697.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
GGV Capital VI Entrepreneurs Fund L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
95,697.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
95,697.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
95,697.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
GGV Discovery I, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,216,256.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,216,256.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,216,256.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
GGV Discovery I L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,216,256.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,216,256.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,216,256.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
Jixun Foo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,311,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,311,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,311,953.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
Jenny Hong Wei Lee
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,311,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,311,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,311,953.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
Jeffrey Gordon Richards
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,311,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,311,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,311,953.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
Glenn Solomon
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,311,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,311,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,311,953.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
74767N107
1
Names of Reporting Persons
Hans Tung
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,311,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,311,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,311,953.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
QuantaSing Group Limited
(b)
Address of issuer's principal executive offices:
2/F, Building D, Ronsin Technology Center, Chaoyang District, Beijing , F4, 100102.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
GGV Discovery I, L.P. ("Discovery I LP")
GGV Capital VI Entrepreneurs Fund L.P. ("Capital VI E LP")
GGV Discovery I L.L.C. ("Discovery I GP")
GGV Capital VI Entrepreneurs Fund L.L.C. ("Capital VI E GP")
Jixun Foo ("Foo")
Glenn Solomon ("Solomon")
Jenny Hong Wei Lee ("Lee")
Jeffrey Gordon Richards ("Richards")
Hans Tung ("Tung")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
c/o GGV Capital
3000 Sand Hill Road, Suite 4-230
Menlo Park, CA 94025
(c)
Citizenship:
Discovery I L.P. Cayman Islands
Capital VI-E LP Cayman Islands
Discovery I GP Cayman Islands
Capital VI-E GP Cayman Islands
Foo Singapore
Solomon United States
Lee Singapore
Richards United States
Tung United States
(d)
Title of class of securities:
Class A ordinary shares, US$0.0001 par value per share
(e)
CUSIP No.:
74767N107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 74767N107 has been assigned to the American Depositary Shares ("ADS") of the Issuer. Each ADS represents three Class A ordinary shares.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 95,697 Class A ordinary shares held in the form of 31,899 ADSs directly held by Capital VI-E LP and (ii) 2,216,256 Class A ordinary shares held in the form of 738,752 ADSs directly held by Discovery I LP.
Capital VI-E GP is the general partner of Capital VI-E LP and shares voting and investment authority over the securities held by Capital VI-E LP. Discovery I GP is the general partner of Discovery I LP and shares voting and investment authority over the securities held by Discovery I GP. Each of Foo, Lee, Richards, Solomon and Tung is a Managing Director of each of Capital VI-E GP and Discovery I GP and shares voting and investment authority over the securities held by each of Capital VI-E LP and Discovery I LP.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 103,776,127 Class A ordinary shares outstanding as of June 30, 2024, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on August 29, 2024.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
GGV Capital VI Entrepreneurs Fund L.P.
Signature:
/s/ Terence Jen
Name/Title:
By GGV Capital VI Entrepreneurs Fund L.L.C., Its General Partner, By Terence Jen, Attorney-in-Fact
Date:
08/14/2025
GGV Capital VI Entrepreneurs Fund L.L.C.
Signature:
/s/ Terence Jen
Name/Title:
By Terence Jen, Attorney-in-Fact
Date:
08/14/2025
GGV Discovery I, L.P.
Signature:
/s/ Terence Jen
Name/Title:
By GGV Discovery I L.L.C., Its General Partner, By Terence Jen, Attorney-in-fact
Date:
08/14/2025
GGV Discovery I L.L.C.
Signature:
/s/ Terence Jen
Name/Title:
By Terence Jen, Attorney-in-fact
Date:
08/14/2025
Jixun Foo
Signature:
/s/ Jixun Foo
Name/Title:
Jixun Foo
Date:
08/14/2025
Jenny Hong Wei Lee
Signature:
/s/ Jenny Hong Wei Lee
Name/Title:
Jenny Hong Wei Lee
Date:
08/14/2025
Jeffrey Gordon Richards
Signature:
/s/ Jeffrey Gordon Richards
Name/Title:
Jeffrey Gordon Richards
Date:
08/14/2025
Glenn Solomon
Signature:
/s/ Glenn Solomon
Name/Title:
Glenn Solomon
Date:
08/14/2025
Hans Tung
Signature:
/s/ Hans Tung
Name/Title:
Hans Tung
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of May 15, 2025 (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2025.
What stake does GGV report in QuantaSing Group Limited (QSG)?
The Reporting Persons collectively disclose beneficial ownership of 2,311,953 Class A ordinary shares, representing 2.2% of the class based on 103,776,127 shares outstanding.
How are the reported shares held and converted for ADSs?
The filing states that certain holdings are held as American Depositary Shares (ADSs) and that 1 ADS represents 3 Class A ordinary shares.
Which entities and individuals are named as reporting persons?
Named reporting persons include GGV Discovery I, L.P.; GGV Capital VI Entrepreneurs Fund L.P.; their GP entities; and individuals Jixun Foo, Jenny Hong Wei Lee, Jeffrey Gordon Richards, Glenn Solomon, and Hans Tung.
Does the filing claim the reporting persons form a group?
No. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
What date and outstanding share base were used to calculate percentages?
Percentages are reported as of June 30, 2025, using 103,776,127 Class A ordinary shares outstanding from the issuer's Form 20-F filed August 29, 2024.
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