17 Education & Technology Group Inc. (YQ) received an amended Schedule 13G filing showing that investor Chen Sunwei beneficially owns 35,592,848 Class A Ordinary Shares, representing 10.9% of the class based on 325,679,169 shares outstanding as of February 28, 2025.
This stake includes 42,220 Class A shares held directly, plus shares held through wholly owned entities Walden Investments Group Limited and Success Tycoon Limited. Walden reports 25,550,628 shares (7.8%), while Success Tycoon reports 10,000,000 shares (3.1%), all in the form of ADSs where each ADS equals fifty Class A shares.
The filing is made on a Schedule 13G basis, with a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
17 Education & Technology Group Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
81807M304
(CUSIP Number)
12/31/2025
(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.
81807M304
1
Names of Reporting Persons
Chen Sunwei
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
GRENADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
35,592,848.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
35,592,848.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,592,848.00
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)
10.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Rows 5 through 9 reflect (1) 42,220 Class A Ordinary Shares, held of record by Mr. Chen in the form of 844 ADSs, (2) 25,550,628 Class A Ordinary Shares held in the form of 511,013 ADSs held of record by Walden Investments Group Limited and (3) 10,000,000 Class A Ordinary Shares held in the form of 200,000 ADSs held of record by Success Tycoon Limited. Walden Investments Group Limited and Success Tycoon Limited are wholly-owned by Mr. Chen. Each ADS represents fifty Class A Ordinary Shares of the Issuer.
The percentage in Row 11 is based on 325,679,169 shares of Class A Ordinary Shares outstanding as of February 28, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed on April 25, 2025, and assumes the conversion of the ADSs referred to above.
SCHEDULE 13G
CUSIP No.
81807M304
1
Names of Reporting Persons
Walden Investments Group Limited
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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
25,550,628.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,550,628.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,550,628.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares held by Walden Investments Group Limited represent 25,550,628 Class A Ordinary Shares held in the form of 511,013 ADSs held of record. Walden Investments Group Limited is wholly-owned by Mr. Chen. Each ADS represents fifty Class A Ordinary Shares of the Issuer.
The percentage in Row 11 is based on 325,679,169 shares of Class A Ordinary Shares outstanding as of February 28, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed on April 25, 2025, and assumes conversion of the ADSs referred to above.
SCHEDULE 13G
CUSIP No.
81807M304
1
Names of Reporting Persons
Success Tycoon Limited
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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,000,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,000,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000.00
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)
3.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares held by Success Tycoon Limited represent 10,000,000 Class A Ordinary Shares held in the form of 200,000 ADSs. Success Tycoon Limited is wholly-owned by Mr. Chen. Each ADS represents fifty Class A Ordinary Shares of the Issuer.
The percentage in Row 11 is based on 325,679,169 shares of Class A Ordinary Shares outstanding as of February 28, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed on April 25, 2025, and assumes conversion of the ADSs referred to above.
(1) Sunwei Chen ("Mr. Chen")
(2) Walden Investments Group Limited ("Walden Investments")
(3) Success Tycoon Limited ("Success Tycoon")
Mr. Chen, Walden Investments and Success Tycoon (collectively, the "Filing Persons") have entered into a Joint Filing Agreement, a copy of which is filed with this amendment to Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Filing Persons have agreed to file this amendment to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
(b)
Address or principal business office or, if none, residence:
(1) Mr. Chen: c/o 16/F, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong
(2) Walden Investments: c/o 16/F, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong
(3) Success Tycoon: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
(c)
Citizenship:
(1) Mr. Chen: Grenada
(2) Walden Investments: British Virgin Islands
(3) Success Tycoon: British Virgin Islands
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
81807M304
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 required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)
Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and 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 required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Chen Sunwei
Signature:
/s/ Chen Sunwei
Name/Title:
Chen Sunwei
Date:
02/13/2026
Walden Investments Group Limited
Signature:
/s/ Sunwei Chen
Name/Title:
Sunwei Chen, Director
Date:
02/13/2026
Success Tycoon Limited
Signature:
/s/ Sunwei Chen
Name/Title:
Sunwei Chen, Director
Date:
02/13/2026
Exhibit Information
Exhibit 99.1: Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on January 29, 2021 by the Filing Persons with the Securities and Exchange Commission)
What ownership stake does Chen Sunwei report in 17 Education & Technology Group Inc. (YQ)?
Chen Sunwei reports beneficial ownership of 35,592,848 Class A Ordinary Shares, representing 10.9% of the class. This percentage is calculated using 325,679,169 Class A shares outstanding as of February 28, 2025, as disclosed in the issuer’s Form 20-F.
How are Chen Sunwei’s holdings in YQ structured between ADSs and ordinary shares?
Chen holds 42,220 Class A Ordinary Shares directly and additional shares through ADSs via Walden Investments and Success Tycoon. Each ADS represents fifty Class A Ordinary Shares, and the reported ownership percentages assume conversion of these ADSs into underlying Class A shares.
What stakes do Walden Investments Group Limited and Success Tycoon Limited hold in YQ?
Walden Investments Group Limited reports 25,550,628 Class A Ordinary Shares, or 7.8% of the class. Success Tycoon Limited reports 10,000,000 Class A Ordinary Shares, or 3.1%. Both entities are wholly owned by Chen Sunwei and hold their positions in the form of ADSs.
What does the Schedule 13G/A filing indicate about control intentions regarding YQ?
The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, and are not held in connection with any transaction having that purpose or effect, other than specified nomination-related activities.
Which date does the YQ Schedule 13G/A use for calculating ownership percentages?
Ownership percentages are based on 325,679,169 Class A Ordinary Shares outstanding as of February 28, 2025. This figure comes from the issuer’s Annual Report on Form 20-F filed April 25, 2025, and assumes conversion of the ADSs into Class A shares.
Who are the reporting persons named in the YQ Schedule 13G/A amendment?
The reporting persons are Chen Sunwei, Walden Investments Group Limited, and Success Tycoon Limited. They have entered into a Joint Filing Agreement and are collectively referred to as the Filing Persons for purposes of this Schedule 13G/A ownership report.
