WASHINGTON, D.C. 20549
American depositary shares, each representing sixty (60) Class A ordinary shares, par value $0.0001 per share
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)
AMENDMENT NO. 5 TO SCHEDULE 13G
This Amendment No. 5 to the Schedule 13G (this “Amendment No. 4”) is being filed to update the information set forth in the initial
Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2019, as amended by Amendment No. 1 filed with the SEC on January 13, 2020, Amendment No. 2 filed with the SEC on February 2, 2021, Amendment No. 3 filed with the
SEC on April 28, 2021 and Amendment No. 4 filed with the SEC on February 11, 2022 (the “Schedule 13G”). This Amendment No. 5 is filed on behalf of Silverhorn Investment Advisors Limited, Silverhorn SPC Ltd., Mr. Reto Merazzi, and Mr. Michael Raza
Imam to report their beneficial ownership of American depository shares (“ADS”), each representing 60 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of 51Talk Online Education Group (the “Issuer”). The Schedule
13G is hereby amended and restated to read as follows:
51Talk Online Education Group, f/k/a China Online Education Group (the “Issuer”)
24 Raffles Place #17-04 Clifford Center
Singapore 048621
Silverhorn Investment Advisors Limited, a company incorporated with limited liability in Hong Kong (“Silverhorn Advisors”), Silverhorn SPC Ltd, a British Virgin
Islands open-ended investment company registered as a segregated portfolio company (“Silverhorn SPC”), Reto Merazzi and Michael Raza Imam (together with Silverhorn Advisors, Silverhorn SPC and Mr. Merazzi, the “Reporting Persons”).
The address of the Reporting Persons is:
18/F, 100QRC
100 Queen’s Road Central, Hong Kong
Silverhorn Advisors is a company incorporated with limited liability in Hong Kong. Silverhorn SPC is a British Virgin Islands open-ended investment company registered as a
segregated portfolio company. Mr. Merazzi is a citizen of Switzerland. Michael Raza Imam is a citizen of Switzerland.
American depositary shares (“ADS”), each representing 60 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).
16954L204
For Silverhorn Advisors, Mr. Merazzi and Mr. Imam.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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 [X].
Inapplicable.
Inapplicable.
Inapplicable.
Inapplicable.
For Silverhorn Advisors and Messrs. Merazzi and Imam:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisors is substantially
comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed in a Schedule
13D.
For Silverhorn SPC:
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.
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.
Date: February 13, 2023
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Silverhorn Investment Advisors Limited |
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By:
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/s/ Michael Raza Imam |
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Michael Raza Imam, Director |
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Silverhorn SPC Ltd |
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By:
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/s/ Michael Raza Imam |
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Michael Raza Imam, Director |
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/s/ Reto Merazzi |
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Reto Merazzi
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/s/ Michael Raza Imam |
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Michael Raza Imam
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