| 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 |
