| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Share, par value $0.09 per share |
| (b) | Name of Issuer:
Maase Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Building 48, Zhixin Manufacturing Valley, No. 52 Yangzhou Rd, Economic Dev., Zone, Laixi, Qingdao, Shandong,
CHINA
, 266000. |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the prior statement on Schedule 13D as filed on September 16, 2025 (the "Original 13D") and Amendment No. 1 to Schedule 13D as filed on October 30, 2025 (the Original 13D as amended and supplemented, this "Schedule 13D"), and relates to the beneficial ownership of Class A ordinary shares, par value $0.09 per share (the "Class A Ordinary Shares") of Maase Inc., a Cayman Islands exempted company (the "Issuer") whose principal executive office is located at Building 48, Zhixin Manufacturing Valley Industrial Park, No. 52 Yangzhou Road, Economic Development Zone, Laixi, Qingdao, Shandong, F4, 266000. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 2 of this Schedule 13D is hereby amended and supplemented to add the following:
On December 19, 2025, WJ Management transferred 10,000,000 Class A Ordinary Shares to an third party buyer for a consideration of US$20,000,000.
Following the aforementioned transfer, WJ Management beneficially owns 83,049,939 Class A ordinary shares of the issuer, representing 25.96% of the total issued and outstanding ordinary shares, and 8.48% of the aggregate voting power, of the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 83,049,939 Class A Ordinary Shares directly held by WJ Management which is 100% owned by Dejun Yu. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Yu will be deemed to beneficially own all of the Ordinary Shares of the Issuer held by WJ Management. The Reporting Persons' aggregate percentage of beneficial ownership is 25.96% and it represents 8.48% of the voting power of the Issuer. Percentage of beneficial ownership of Reporting Persons is based on 319,864,024 ordinary shares (excluding treasury shares), comprising of 313,197,356 Class A Ordinary Shares (excluding treasury shares) and 6,666,668 Class B ordinary shares, par value $0.09 per share (the "Class B Ordinary Shares") of the Issuer, outstanding as of December 26, 2025 according to records of the Issuer. Each Class A Ordinary Share is entitled to one (1) vote while each Class B Ordinary Share is entitled to one hundred (100) votes on any and all matters submitted for a vote. |
| (b) | Each of the Reporting Persons has sole voting and dispositive power over the ordinary shares of reported in this Schedule 13D. |
| (c) | During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the director and officer of the Reporting Persons has effected any transactions in the ordinary shares of the Issuer except as reported herein. |
| (d) | To the best knowledge of the Reporting Persons, except for the agreement described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, 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 that they beneficially own. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Statement is hereby amended and supplemented to add the following:
Exhibit 5: Form of Share Purchase and Sale Agreement |
