[SCHEDULE 13D/A] 17 Education & Technology Group Inc. American SEC Filing

Rhea-AI Filing Summary

17 Education & Technology Group Inc. (YQ) reports Amendment No. 1 to a Schedule 13D showing founder and CEO Andy Chang Liu and affiliated entities now beneficially own 218,374,436 ordinary shares, representing 40.5% of the class and 94.9% of voting power due to Class B shares carrying 30 votes each. Mr. Liu subscribed for 18,252,336 Class A shares and 83,093,664 Class B shares at US$0.03974 per share for a total of US$4,027,774.81, funded by an interest-free RMB28.9 million loan from an individual creditor, with pledged shares as collateral. Additional open market ADS purchases were made by an affiliate.

Insights

Corporate Governance Expert

TL;DR: Founder increased economic stake and maintains dominant voting control, with pledged collateral tied to a personal loan.

The amendment documents a meaningful increase in Mr. Liu's economic exposure via a subscription of over 101 million shares across classes and small open market ADS purchases. The structure preserves concentrated voting control through Class B share voting rights, yielding 94.9% of voting power for the reporting persons despite 40.5% of the economic interest. Material governance implications include highly centralized control and pledged shares as loan collateral, which could risk forced sales if the creditor enforces remedies. Disclosures are clear on sources of funds and security interests.

Securities Analyst

TL;DR: Significant insider purchase at ~US$0.0397 per share financed by a third-party loan; share pledges accompany the funding.

The filing quantifies the transaction: aggregate consideration of US$4.03 million for newly issued shares and modest open market ADS purchases totaling US$4,106.12. The loan principal of RMB28.9 million is interest-free with a three-year maturity and is secured by substantial Class A and Class B share pledges. For investors, the issuance increases insider economic exposure while preserving asymmetric voting. The pledged collateral and external funding source are notable for potential liquidity or credit-event considerations but are properly disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

17 Education & Technology Group Inc.

(Name of Issuer)

Class A ordinary shares, par value of $0.0001 per share

(Title of Class of Securities)

81807M304

(CUSIP Number)

Andy Chang Liu
16/F, Block B, Wangjing Greenland Center, Chaoyang District
Beijing, F4, 100102
0086 10 6479 6786

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

08/13/2025

(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. 81807M304

1

Name of reporting person

Andy Chang 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, OO

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 218,374,436.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 218,374,436.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

218,374,436.00

12

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

13

Percent of class represented by amount in Row (11)

40.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to 7, 9, 11: Represents (i) 11,100 Class A ordinary shares held in the form of ADSs, (ii) 58,453,168 Class B ordinary shares held by Fluency Holding Ltd., a British Virgin Islands limited liability company, and (iii) 18,363,336 Class A ordinary shares, among which 111,000 Class A ordinary shares were held in the form of ADS, and 141,546,832 Class B ordinary shares held by Future Glory Technology Holdings Limited, a British Virgin Islands limited liability company. Fluency Holding Ltd. is wholly owned by Simple Prosperity Limited, which is wholly owned by Vista Trust (Singapore) Pte. Limited, the trustee of Sunny Trust. Mr. Andy Chang Liu is the settler of Sunny Trust, and Mr. Andy Chang Liu and his family members are the beneficiaries of Sunny Trust. The business address of Fluency Holding Ltd. is Quastislcy Building, PO Box 4389, Road Town, Tortola, British Virgin Islands. Future Glory Technology Holdings Limited is wholly-owned by Future Adventures Investment Holdings Limited, a company incorporated under the laws of British Virgin Islands and wholly-owned by Mr. Andy Chang Liu. The business address of Future Glory Technology Holdings Limited is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands. An aggregate of 6,611,302 Class B ordinary shares held by Fluency Holding Ltd. and 18,252,336 Class A ordinary shares and 141,546,832 Class B ordinary shares held by Future Glory Technology Holdings Limited have been pledged as collateral for certain secured loans. Note to 13: Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to thirty votes per share on all matters submitted to them for vote. The voting power of the shares beneficially owned by Mr. Andy Chang Liu represents 94.9% of the total outstanding voting power.

SCHEDULE 13D

CUSIP No. 81807M304

1

Name of reporting person

Fluency Holding Ltd.

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 58,453,168.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 58,453,168.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

58,453,168.00

12

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

13

Percent of class represented by amount in Row (11)

10.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to 7, 9, 11: Represents 58,453,168 Class B ordinary shares directly held by Fluency Holding Ltd. Note to 13: Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to thirty votes per share on all matters submitted to them for vote. The voting power of the shares held by Fluency Holding Ltd. represents 27.7% of the total outstanding voting power.

SCHEDULE 13D

CUSIP No. 81807M304

1

Name of reporting person

Future Glory Technology 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)

PF, 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 159,910,168.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 159,910,168.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

159,910,168.00

12

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

13

Percent of class represented by amount in Row (11)

29.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to 7, 9, 11: Represents 18,252,336 Class A ordinary shares and 141,546,832 Class B ordinary shares directly held by Future Glory Technology Holdings Limited. Note to 13: Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to thirty votes per share on all matters submitted to them for vote. The voting power of the shares held by Future Glory Technology Holdings Limited represents 67.3% 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 of $0.0001 per share
(b)	Name of Issuer: 17 Education & Technology Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 16/F, Block B, Wangjing Greenland Center, Chaoyang District, Beijing, CHINA , 100102.
Item 1 Comment: Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 1 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 November 15, 2024 (the "Original Filing," collectively with this Amendment, the "Schedule 13D"). 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 2.	Identity and Background
(a)	This Schedule 13D is being filed by Mr. Andy Chang Liu, Fluency Holding Ltd. and Future Glory Technology Holdings Limited (the "Reporting Persons," and each, a "Reporting Person").
(b)	The principal business address of Mr. Liu is 16/F, Block B, Wangjing Greenland Center, Chaoyang District, Beijing, 100102, People's Republic of China. The registered office address of Fluency Holding Ltd. is Quastislcy Building, PO Box 4389, Road Town, Tortola, British Virgin Islands. The registered office address of Future Glory Technology Holdings Limited is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands.
(c)	Mr. Andy Chang Liu is the chairman of the board of directors and the chief executive officer of the Issuer. Fluency Holding Ltd. is principally an investment holding vehicle and is wholly owned by Simple Prosperity Limited, which is wholly owned by Vista Trust (Singapore) Pte. Limited, the trustee of Sunny Trust. Mr. Andy Chang Liu is the settler of Sunny Trust, and Mr. Andy Chang Liu and his family members are the beneficiaries of Sunny Trust. Mr. Liu is the sole director of Fluency Holding Ltd. Fluency Holding Ltd. does not have any executive officers. Future Glory Technology Holdings Limited is principally an investment holding vehicle and is indirectly wholly-owned by Mr. Liu. Mr. Liu is the sole director of Future Glory Technology Holdings Limited. Future Glory Technology Holdings Limited does not have any executive officers.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Liu is a citizen of the People's Republic of China.
Item 3.	Source and Amount of Funds or Other Consideration
	On March 25, 2025, Mr. Andy Chang Liu, founder, chairman of the board of directors and the chief executive officer of the Issuer, entered into a share purchase agreement with the Issuer, under which Mr. Liu agreed to subscribe for 18,252,336 Class A ordinary shares and 83,093,664 Class B ordinary shares of the Issuer at a subscription price equal to the average closing price per ordinary share for the 30 trading days preceding March 28, 2025 (the "Share Subscription"). The per share purchase price is US$0.03974 per ordinary share, and the aggregate consideration for the Share Subscription amounted to US$4,027,774.81. The Share Subscription was closed, and the subscribed shares were issued to Mr. Liu, on August 13, 2025. The source of funds for the Share Subscription was certain funds obtained by Mr. Liu pursuant to certain loan agreement entered into between Mr. Liu and a third-party individual creditor, Ms. Shulan Xie. The loan, with the principal amount of RMB28.9 million, is interest free and shall mature upon the third year anniversary of the loan drawdown date. In connection with the loan, Future Glory Technology Holdings Limited entered into a deed of share charge with the creditor with respect to the charge of 18,252,336 Class A ordinary shares and 83,093,664 Class B ordinary shares in favor of the creditor. The share purchase agreement between the Issuer and Mr. Liu is attached hereto as Exhibit E. The loan agreement between Mr. Liu and the creditor is attached hereto as Exhibit F. The deed of share charge between Future Glory Technology Holdings Limited and the creditor is attached hereto as Exhibit G. Each of such agreements is incorporated herein by reference in its entirety. On August 5, 2025, Future Glory Technology Holdings Limited purchased a total of 220 ADSs representing 11,000 Class A ordinary shares in the open market. The ADSs were purchased at a price of US$1.84950 per ADS, amounting to an aggregate purchase price of US$406.89. On August 6, 2025, Future Glory Technology Holdings Limited purchased a total of 2,000 ADSs representing 100,000 Class A ordinary shares in the open market. The ADSs were purchased at a price of US$1.84962 per ADS, amounting to an aggregate purchase price of US$3,699.23. The source of the funds for purchases of ADSs by Future Glory Technology Holdings Limited was personal funds of Mr. Liu.
Item 4.	Purpose of Transaction
	The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Share Subscription and the purchases of ADSs on the open market were made for investment purposes. Except as set forth in this Statement or in the transaction documents described herein, none of the Reporting Persons has any present plan or proposal which related to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons hereto intends to review its shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Items 7 through 13 of the cover page of this Schedule 13D are incorporated herein by reference. Such information is based upon on an aggregate of 438,296,989 issued and outstanding ordinary shares (being the sum of 321,390,653 Class A ordinary shares and 116,906,336 Class B ordinary shares) of the Issuer as of June 30, 2025 as provided by the Issuer and taking into consideration of 18,252,336 Class A ordinary shares and 83,093,664 Class B ordinary shares issued pursuant to the transaction disclosed herein as a single class.
(b)	Items 7 through 13 of the cover page of this Schedule 13D are incorporated herein by reference.
(c)	The information in Item 3 and Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days.
(d)	Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, 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 of the Issuer beneficially owned by any of 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 or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions 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 over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description E Share Purchase Agreement between the Issuer and Mr. Andy Chang Liu, dated March 25, 2025 F English Translation of the Loan Agreement between Mr. Andy Chang Liu and Ms. Shulan Xie, dated August 7, 2025 G English Translation of the Deed of Share Charge between Future Glory Technology Holdings limited and Ms. Shulan Xie, dated August 13, 2025

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.

Andy Chang Liu

Signature:	/s/ Andy Chang Liu
Name/Title:	Andy Chang Liu
Date:	08/15/2025

Fluency Holding Ltd.

Signature:	/s/ Andy Chang Liu
Name/Title:	Andy Chang Liu, Director
Date:	08/15/2025

Future Glory Technology Holdings Limited

Signature:	/s/ Andy Chang Liu
Name/Title:	Andy Chang Liu, Director
Date:	08/15/2025