Filing Details

 

 

 

1		NAME OF REPORTING PERSONS   Silverhorn SPC Ltd
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   1,344,547
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   1,344,547
				8		SHARED DISPOSITIVE POWER   0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,344,547

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   10.4%**
12		TYPE OF REPORTING PERSON*   OO

*	See instructions before filling out.
**	See ITEM 4 for further information.  Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A ordinary shares, par value $0.0001 per share as one class of securities.  The percentage is based upon 193,953,398 Class  A ordinary shares of China Online Education Group (the “Issuer”) outstanding as of December 31, 2020, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on April 7, 2021.

 

 

 

This Amendment No. 3 to the Schedule 13G (this “Amendment No. 3”) 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 and Amendment No. 2 filed with the SEC on February 2, 2021 (the “Schedule 13G”).  This Amendment No. 3 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 15 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of China Online Education Group (the “Issuer”).  The Schedule 13G is hereby amended and restated to read as follows:

China Online Education Group (the “Issuer”)

 

6^th Floor Deshi Building North

Shangdi Street, Haidan District

Beijing 100085, People’s Republic of China

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 15 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).

16954L105

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:

 

 

 

 

Inapplicable.

 

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.

 

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: April 29, 2021