| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share |
| (b) | Name of Issuer:
51Talk Online Education Group |
| (c) | Address of Issuer's Principal Executive Offices:
6 Shenton Way, #38-01 OUE Downtown, Singapore,
SINGAPORE
, 068809. |
Item 1 Comment:
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 10 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 July 25, 2022, as amended by Amendment No. 1 thereto filed on October 5, 2022, by Amendment No. 2 thereto filed on July 10, 2023, by Amendment No. 3 thereto filed on November 29, 2023, by Amendment No. 4 thereto filed on February 22, 2024, by Amendment No. 5 thereto filed on July 11, 2024, by Amendment No. 6 thereto filed on October 10, 2024, by Amendment No. 7 thereto filed on December 17, 2024, by Amendment No. 8 thereto filed on March 26, 2025, and by Amendment No. 9 thereto filed on October 10, 2025 (as so amended, the "Statement"). 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 3. | Source and Amount of Funds or Other Consideration |
| | The first five paragraphs in Item 3 of the Statement are hereby incorporated herein by reference.
The last paragraph in Item 3 of the Statement is hereby amended and restated as follows:
From December 10, 2025 to December 31, 2025, HH Talent Limited purchased a total of 61,312 ADSs of the Issuer in the open market for approximately US$2.2 million, using its own capital. The purchase were made during the designated trading window pursuant to the Amended and Restated Statement of Policies Governing Material Non-public Information and the Prevention of Insider Trading of the Issuer.
Apart from the foregoing open-market purchases, (i) the 137,460 Class A ordinary shares of the Issuer issuable upon the vesting of restricted share units within 60 days after the date hereof, to be held by Dasheng Global Limited, the 3,662,220 Class A ordinary shares of the Issuer in the form of ADSs held by Dasheng Global Limited, and the 186,180 Class A ordinary shares of the Issuer in the form of ADSs held by Mr. Huang are shares issuable or issued to Mr. Huang pursuant to share awards granted under the Issuer's share incentive plans, (ii) the 36,360 Class A ordinary shares of the Issuer issuable to Ms. Shu upon the vesting of restricted share units and the 432,900 Class A ordinary shares of the Issuer in the form of ADSs held by Ms. Shu, are shares issuable or issued to Ms. Shu pursuant to share awards granted under the Issuer's share incentive plans, and (iii) the 30,390,321 Class B ordinary shares of the Issuer and the 15,535,423 Class B ordinary shares of the Issuer have been held by Dasheng Global Limited and Dasheng Online Limited, respectively, since the completion of the initial public offering of the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment are hereby incorporated herein by reference. Such information is calculated based on an aggregate of 351,568,497 issued and outstanding ordinary shares (being the sum of 247,961,517 Class A ordinary shares and 103,606,980 Class B ordinary shares) of the Issuer as of February 28, 2025 as a single class. |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment are hereby incorporated herein by reference. |
| (c) | The information in Item 3 and Item 4 is incorporated herein by reference. Except as set forth on Schedule I attached hereto, the Reporting Person has not effected any transaction in the ordinary shares of the Issuer during the past 60 days. |
| (d) | Except as disclosed in this Amendment, 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 beneficially owned by 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 and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division 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 or investment power over the securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Schedule I
60-Day Trading History
Amount of ADSs (Each Representing
ADS 60 Class A Ordinary Shares) Weighted Average Price Per
Trade Date Purchased (US$)
________________ _____________________ ___________________
December 10, 2025 100 36.50
December 11, 2025 11,060 36.04
December 12, 2025 7,613 35.90
December 15, 2025 11,013 36.05
December 16, 2025 20,214 36.19
December 18, 2025 8 32.29
December 22, 2025 682 32.88
December 24, 2025 485 33.44
December 26, 2025 1,910 32.92
December 29, 2025 3,493 33.27
December 30, 2025 2,450 33.02
December 31, 2025 2,284 32.45
The above transactions were effected by HH Talent Limited in the open market. |
