Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
January 12 2024 - 7:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment
No. 1)*
17
Education & Technology Group Inc.
(Name of Issuer)
Class
A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
81807M304**
(CUSIP Number)
December
31, 2023
(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 13 d-1 (b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
|
| ** |
CUSIP
number of the Issuer’s American depositary shares (“ADSs”). Each one ADS represents 50 Class A ordinary shares of
the Issuer.
|
The
information required in 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).
|
CUSIP No. 81807M304 |
SCHEDULE 13G |
Page 2 of 5 |
| 1 |
NAME OF REPORTING PERSON
CL Lion Investment III Limited |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
|
| 6 |
SHARED VOTING POWER
0 |
|
| 7 |
SOLE DISPOSITIVE POWER
0 |
|
| 8 |
SHARED DISPOSITIVE POWER
0 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
|
|
CUSIP No. 81807M304 |
SCHEDULE 13G |
Page 3 of 5 |
ITEM
1
17
Education & Technology Group Inc. (the “Issuer”)
| (b) | Address
of Issuer’s Principal Executive Offices |
16/F,
Block B, Wangjing Greenland Center
Chaoyang District, Beijing 100102
People’s Republic of China
ITEM
2
| (a) | Names
of Person Filing |
CL
Lion Investment III Limited (the “Reporting Person”)
| (b) | Address
of Principal Business Office or, if none, Residence |
Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town,
Tortola, British Virgin Islands
British
Virgin Islands
| (d) | Title
of Class of Securities |
Class
A ordinary shares, par value US$0.0001 per share
81807M304. This CUSIP number applies to the American
depositary shares. One American depositary share represents 50 Class A ordinary shares of the Issuer.
|
CUSIP No. 81807M304 |
SCHEDULE 13G |
Page 4 of 5 |
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:
Not
applicable.
ITEM
4 Ownership
Ownership
information as of December 31, 2023 of the Reporting Person is incorporated by reference through items (5) through (9) and (11) of the
cover page.
ITEM
5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ☑
ITEM
6 Ownership of More than Five 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
Not
applicable.
|
CUSIP No. 81807M304 |
SCHEDULE 13G |
Page 5 of 5 |
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.
| |
January 12, 2024 |
| |
|
|
| |
CL Lion Investment III Limited |
| |
|
|
| |
By: |
/s/ Ching Nar Cindy Chan
|
| |
Name: |
Ching Nar Cindy Chan |
| |
Title: |
Director |
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