Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
36Kr Holdings Inc. (Name of Issuer) |
Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
G8828K101 (CUSIP Number) |
Dagang Feng Building B6, Universal Business Park, No.10 Jiuxianqiao Rd., Chaoyang District Beijing, F4, 100015 86 10 8965 0708 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | G8828K101 |
| 1 |
Name of reporting person
Dagang Feng | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
169,508,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7 and 9: Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Lording Global Limited and ultimately controlled by The Lording Trust. The Lording Trust is a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Dagang Feng is the settlor of the trust, and Dagang Feng and his family members are the trust's beneficiaries; (ii) 54,958,400 Class C ordinary shares held by Palopo Holding Limited; and (iii) 32,247,000 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this amendment to the Schedule 13D ("Schedule 13D/A"). Each Class C ordinary share is entitled to 100 votes and each Class A ordinary share is entitled to one vote. Note to Row 8: Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; and (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote. Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties,
and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties. Note to Row 13: Based on an aggregate of 1,017,633,077 ordinary shares of the Issuer as a single class, being the sum of (i) 889,303,377 Class A ordinary shares outstanding as of March 31, 2025, (ii) 41,124,300 Class B ordinary shares outstanding as of August 18, 2025, (iii) 54,958,400 Class C ordinary shares outstanding as of August 18, 2025, and (iv) 32,247,000 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after the date of this Schedule 13D/A.
SCHEDULE 13D
|
| CUSIP No. | G8828K101 |
| 1 |
Name of reporting person
Palopo Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
137,261,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 7 and 9: Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands; and (ii) 54,958,400 Class C ordinary shares held by Palopo Holding Limited. Each Class C ordinary share is entitled to 100 votes and each Class A ordinary share is entitled to one vote. Note to Row 8: Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; and (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote. Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties. Note to Row 13: Based on an aggregate of 985,386,077 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 889,303,377 Class A ordinary shares outstanding as of March 31, 2025, (ii) 41,124,300 Class B ordinary shares outstanding as of August 18, 2025, and (iii) 54,958,400 Class C ordinary shares outstanding as of August 18, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.0001 per share | |
| (b) | Name of Issuer:
36Kr Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Building B6, Universal Business Park, No.10 Jiuxianqiao Rd., Chaoyang District, Beijing,
CHINA
, 100015. | |
Item 1 Comment:
EXPLANATORY NOTE This Amendment No. 2 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the SEC on March 11, 2022, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 3, 2022 ("Amendment No.1"). Except as amended hereby, the disclosure set forth in the Amendment No.1 shall remain unchanged. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Amendment No.1 is supplemented as follows: On August 18, 2025, the Issuer has repurchased all 54,958,400 Class B ordinary shares held by Palopo Holding Limited and beneficially owned by Mr. Dagang Feng, at US$0.0001 per share (the "Repurchase Price"). Immediately prior to the repurchase of Class B ordinary shares, the Issuer issued 54,958,400 Class C ordinary shares to Palopo Holding Limited for a price equal to the Repurchase Price. The holders of Class C ordinary shares shall be entitled to 100 votes per share on all matters submitted to shareholder vote. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated by reference. | |
| (b) | The information in Item 5(a) is incorporated herein by reference. | |
| (c) | Except as described in Item 4, during the past 60 days neither the Reporting Person nor any of the Related Persons has effected any transactions in the Class A ordinary shares. | |
| (d) | To the best knowledge of the Reporting Persons, no person (other than the Reporting Persons and its shareholders or partners) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Purchased Securities. | |
| (e) | N/A | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Agreement, dated as of August 21, 2025, by and between Dagang Feng and Palopo Holding Limited. | ||
| 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.
|
|
|
|
|