[SCHEDULE 13G/A] QuantaSing Group Limited American SEC Filing

Rhea-AI Filing Summary

QuantaSing Group Ltd Schedule 13G/A (Amendment No. 3) confirms that four Qiming-related reporting persons — Qiming Corporate GP VI, Ltd.; Qiming Managing Directors Fund VI, L.P.; Qiming GP VI, L.P.; and Qiming Venture Partners VI, L.P. — no longer beneficially own any Class A Ordinary Shares. The cover-page figures show 0 shares and 0% of the class, and the filing is described as an exit filing for these reporting persons.

The document lists voting and dispositive powers as 0 for each reporting person and states that, as of June 30, 2025, they ceased to beneficially own shares. This filing is a routine disclosure that clarifies institutional ownership status in the issuer’s shareholder register.

Positive

• Reporting persons disclosed they no longer beneficially own any shares (0 shares, 0% of the class), completing an exit filing and clarifying institutional ownership.

Negative

• None.

Insights

Securities Analyst

TL;DR: Qiming-related entities filed an exit Schedule 13G/A showing 0 shares (0%), a routine disclosure with limited market impact.

The filing reports that four related Qiming entities hold no beneficial ownership of QuantaSing Class A shares and lists sole and shared voting and dispositive powers as zero. This is an amendment characterized as an exit filing and serves to update public ownership records. There are no holdings or percentages reported that would trigger material ownership disclosures or control implications.

Corporate Governance Expert

TL;DR: The amendment documents an institutional exit and provides clear, compliant disclosure; governance impact is minimal.

The statement documents cessation of beneficial ownership by the reporting persons and includes an executed joint filing agreement. From a governance perspective, the filing clarifies which institutional investors no longer have a position, aiding transparency. The disclosure does not report any retained voting or dispositive power and therefore does not indicate ongoing influence over the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

QuantaSing Group Ltd

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 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

Qiming Corporate GP VI, Ltd.

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 74767N107

1

Names of Reporting Persons

Qiming Managing Directors Fund VI, 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 74767N107

1

Names of Reporting Persons

Qiming GP VI, 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 74767N107

1

Names of Reporting Persons

Qiming Venture Partners VI, 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: QuantaSing Group Ltd
(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: Qiming Corporate GP VI, Ltd. Qiming Managing Directors Fund VI, L.P. Qiming GP VI, L.P. Qiming Venture Partners VI, L.P.
(b)	Address or principal business office or, if none, residence: M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
(c)	Citizenship: Cayman Islands for all Reporting Persons
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.0001 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: The information set forth in Row (9) of the cover page for each of the Reporting Person is incorporated herein by reference.
(b)	Percent of class: The information set forth in Row (11) of the cover page for each of the Reporting Person is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information set forth in Row (5) of the cover page for each of the Reporting Person is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information set forth in Row (6) of the cover page for each of the Reporting Person is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information set forth in Row (7) of the cover page for each of the Reporting Person is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information set forth in Row (8) of the cover page for each of the Reporting Person is incorporated herein by reference. As of June 30, 2025 and the date hereof, the Reporting Persons ceased to beneficially own any shares of the Issuer. This Amendment No. 3 constitutes an exit filing for the Reporting Persons.
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.

Qiming Corporate GP VI, Ltd.

Signature:	/s/ Holan Lam
Name/Title:	Holan Lam/Authorized Signatory
Date:	08/12/2025

Qiming Managing Directors Fund VI, L.P.

Signature:	/s/ Holan Lam
Name/Title:	Holan Lam/Authorized Signatory
Date:	08/12/2025

Qiming GP VI, L.P.

Signature:	/s/ Holan Lam
Name/Title:	Holan Lam/Authorized Signatory
Date:	08/12/2025

Qiming Venture Partners VI, L.P.

Signature:	/s/ Holan Lam
Name/Title:	Holan Lam/Authorized Signatory
Date:	08/12/2025

Exhibit Information

Exhibit A Joint Filing Agreement https://www.sec.gov/Archives/edgar/data/1733278/000095010325001781/dp223506_ex9901.htm

FAQ

Who filed the Schedule 13G/A for QuantaSing (QSG)?

Qiming Corporate GP VI, Ltd.; Qiming Managing Directors Fund VI, L.P.; Qiming GP VI, L.P.; and Qiming Venture Partners VI, L.P.

How many QuantaSing shares do the reporting persons own according to this filing?

0 shares, representing 0% of the Class A Ordinary Shares.

What type of filing was submitted for QSG?

Amendment No. 3 to a Schedule 13G/A, characterized in the document as an exit filing by the reporting persons.

When did the reporting persons cease to beneficially own shares?

The filing states they ceased to beneficially own any shares as of June 30, 2025.

Does the filing indicate ownership of more than 5% by these entities?

No; the filing indicates ownership of 5% or less and reports 0% ownership for each reporting person.