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Schedule 13D/A Amendment No. 2 highlights a material change in the ownership position of DCM Ventures鈥揳ffiliated funds in QuantaSing Group Ltd. (NASDAQ: QSG). The venture capital firm and its related entities 鈥� Main Fund VIII, Side Fund VIII, Affiliates Fund VIII, their general partners (DCM VIII DGP and DCM VIII UGP) and directors Matthew C. Bonner, F. Hurst Lin, and Andre G. Levi 鈥� now beneficially own 24,370,389 Class A ordinary shares represented by 8,123,463 ADSs, equal to 21.4 % of QuantaSing鈥檚 outstanding shares (114,114,919 ordinary shares as at 30 June 2025).

The amendment was required after three consecutive open-market sales on 25鈥�27&苍产蝉辫;闯耻苍别&苍产蝉辫;2025 reduced the group鈥檚 aggregate ownership by more than one percentage point compared with the previous filing (Amendment No. 1 dated 14 Feb 2025). Specifically, Main Fund VIII, Side Fund VIII and Affiliates Fund VIII disposed of 1,354,575 ADSs (equal to 4,063,725 ordinary shares) for 鈮� US$12.24 million in total proceeds at weighted average prices of $9.2065, $8.6348 and $8.0597 per ADS.

Post-transaction holdings are:

• Main Fund VIII: 22,007,410 shares (19.3 %)
• Side Fund VIII: 1,820,446 shares (1.6 %)
• Affiliates Fund VIII: 542,533 shares (0.5 %)

Purpose & future intent: DCM states its investment is for general investment purposes and that it may further buy or sell shares depending on QuantaSing鈥檚 performance, market conditions and other opportunities. One director nominee of the funds, Frank Hurst Lin, currently sits on QuantaSing鈥檚 board.

Investor takeaway: Although DCM remains QuantaSing鈥檚 largest known shareholder, the sizable sale鈥攁bout 14 % of its prior stake鈥攕ignals partial profit-taking and could indicate a more flexible stance toward future liquidity events.

QuantaSing Group Ltd. (NASDAQ: QSG) 鈥� Form 144 filing dated 06/27/2025 discloses that DCM VIII LP, an investment vehicle whose general partner is identified as a director-level affiliate of the issuer, intends to sell up to 98,001 American Depositary Receipts (ADRs). At the 06/26/2025 closing price implied in the filing, the proposed sale carries an aggregate market value of US$789,858.66. The shares will be brokered through Morgan Stanley Smith Barney LLC on the NASDAQ with an approximate execution date of 06/27/2025.

The filing also reports that, during the prior three months, affiliated DCM funds have already sold a combined 188,074 ADRs for gross proceeds of US$1.69 million. Adding the proposed sale would lift total recent dispositions to roughly 286,000 ADRs. For context, QuantaSing has 311,328,381 ADRs outstanding; therefore, the new Form 144 covers about 0.03 % of the float.

The securities being sold were originally acquired on 04/23/2018 in a private transaction with the issuer for cash consideration. The signer, Andre Levi, certifies that no undisclosed material adverse information is known and acknowledges criminal liability for misstatements under 18 U.S.C. 搂1001.

No financial performance metrics, earnings data or operational updates are included in this notice; the filing strictly concerns a planned secondary sale by an insider-affiliated holder.

Form 144 filing overview: QuantaSing Group Ltd. (NASDAQ: QSG) received a Rule 144 notice dated 06/27/2025 from DCM Affiliates Fund VIII, LP, an affiliate of a QSG director. The fund plans to dispose of 29,190 American Depositary Receipts (ADRs) through Morgan Stanley Smith Barney on NASDAQ. The proposed sale is valued at $235,262.64 based on the market price at the time of filing.

Historical selling activity: The same group of related DCM entities disclosed sales on 25-26 June 2025 totaling 188,074 ADRs for aggregate gross proceeds of approximately $1.67 million. All sold securities were ADRs identical to the class now being offered.

Scale relative to outstanding shares: QuantaSing reports 311,328,381 ADRs outstanding. The newly-proposed 29,190-ADR sale equals roughly 0.009 % of shares outstanding, while the recent 3-day sales equal about 0.060 %. Although small in percentage terms, the notice confirms continuing insider-related distributions.

Acquisition background: The securities were originally acquired on 04/23/2018 via a private transaction with the issuer for cash.

Key compliance note: By signing the form, the filer certifies that it is not in possession of undisclosed material adverse information and acknowledges potential liability for misstatements under 18 U.S.C. 1001.

QuantaSing Group Ltd. (QSG) 鈥� Form 144 Insider Sale Notice

On 27 June 2025, director-related entity DCM Ventures China Fund (DCM VIII) LP filed a Form 144 indicating its intent to sell up to 1,184,735 American Depositary Shares (ADRs) of QuantaSing Group Ltd. The shares will be placed through Morgan Stanley Smith Barney LLC on the NASDAQ. Based on the filing price reference, the proposed sale has an aggregate market value of US$9.55 million.

The issuer reports 311,328,381 ADRs outstanding; the planned disposition therefore represents roughly 0.38 % of total shares鈥攎odest in percentage terms, but sizeable in absolute dollar value. The seller originally acquired the shares on 23 April 2018 via a private, cash-funded transaction with the issuer.

Recent insider activity: Within the last three months, DCM-related entities disposed of a combined 188,074 ADRs over 25-26 June 2025, generating gross proceeds of approximately US$1.67 million. The latest Form 144 signals a continuation鈥攁nd scale-up鈥攐f this selling trend.

Key take-aways for investors:

• Although the sale represents less than 1 % of shares outstanding, it adds incremental supply and may weigh on near-term sentiment.
• Because the filing comes from a director-affiliated fund, markets often view the move as a potential indicator of insider outlook or portfolio re-balancing.
• No adverse, non-public information is acknowledged in the certification, and the company鈥檚 operations or guidance are not addressed in this document.

Form 144 filing overview: DCM Ventures China Fund (DCM VIII) LP, identified as a director-level affiliate of QuantaSing Group Ltd. (QSG), has filed a Form 144 to sell up to 98,199 American Depositary Receipts (ADRs) of the company.

Transaction specifics

• Broker: Morgan Stanley Smith Barney LLC (Executive Financial Services, New York, NY).
• Proposed sale date: 26 June 2025.
• Aggregate market value of proposed sale: US $847,928.73.
• Shares outstanding: 311,328,381 ADRs.
• The proposed sale therefore represents roughly 0.03 % of total shares outstanding (calculated from figures provided in the filing).

Recent insider sales (past 3 months):

• DCM VIII LP 鈥� 5,926 ADRs for US $54,557.72 (25 Jun 2025).
• DCM Affiliates Fund VIII LP 鈥� 1,765 ADRs for US $16,249.47 (25 Jun 2025).
• DCM Ventures China Fund (DCM VIII) LP 鈥� 71,641 ADRs for US $659,562.87 (25 Jun 2025).

Combining the prior 79,332 ADRs already sold with the newly-filed 98,199 ADRs brings the potential total insider disposition to 177,531 ADRs, still below 0.1 % of shares outstanding.

The signatory, /s/ Andre Levi, confirms compliance with Rule 144 requirements and states that no undisclosed material adverse information is known. No remarks or special conditions are noted.

Key takeaway for investors: The filing signals additional but quantitatively minor insider selling activity by a director-related fund. Given the very small proportion of shares involved, the event is unlikely to have a material impact on QuantaSing鈥檚 share structure or trading dynamics, but investors may monitor if the pattern of sales accelerates.

Form 144 filing overview: On 26 June 2025, DCM VIII LP, an investment fund affiliated with a QuantaSing Group Ltd. (NASDAQ:QSG) director, filed a Form 144 indicating its intention to sell up to 8,123 American Depositary Receipts (ADRs). At the price disclosed in the filing, the proposed sale is valued at approximately US$70,140.

Scale of planned sale: The 8,123 ADRs represent roughly 0.0026 % of the company鈥檚 311.3 million shares outstanding, implying negligible dilution or ownership impact. Morgan Stanley Smith Barney LLC will execute the trade, with the transaction targeted for 26 June 2025 on Nasdaq.

Recent insider activity: Related DCM entities sold an aggregate 79,332 ADRs over the prior three months, generating gross proceeds of about US$730,370. Even collectively, these disposals equal only ~0.025 % of shares outstanding, suggesting limited market pressure.

Acquisition background: The securities were originally obtained via a private purchase from the issuer on 23 April 2018 for cash. The filer certified that it holds no undisclosed material adverse information about QuantaSing. The notice was signed by Andre Levi.

Key takeaway: The filing is an administrative notice of a relatively small insider sale; it contains no operational or financial data and does not materially alter the investment thesis on QSG.

QuantaSing Group Ltd. (QSG) 鈥� Form 144 filing dated 26 Jun 2025 details a proposed insider sale under Rule 144.

• Seller: DCM Affiliates Fund VIII, LP, identified as a Director-related holder.
• Proposed sale: 2,420 American Depositary Receipts (ADRs) through Morgan Stanley Smith Barney LLC on or about 26 Jun 2025.
• Market value: US $20,896.22 (鈮� $8.63 per ADR).
• Share base: 311,328,381 ADRs outstanding; the proposed sale equals 鈮�0.0008 % of shares outstanding鈥攁n immaterial fraction.
• Recent activity: The same fund complex disposed of 79,332 ADRs over the previous day (25 Jun 2025) for gross proceeds of US $730,370.06.
• Acquisition history: The securities were originally acquired in a private transaction on 23 Apr 2018 for cash.

The filing affirms that the seller possesses no undisclosed material adverse information and has signed under penalty of Rule 144 and 18 U.S.C. 1001. No additional financial metrics, earnings data, or strategic developments are provided.

Investor takeaway: While insider selling can signal negative sentiment, the volume (<1 bps of float) and dollar amount are de minimis; therefore, the filing is unlikely to affect market valuation materially. It mainly reflects routine liquidity management by a venture-capital affiliate.

Bank of Montreal (BMO) is offering US$5.075 million of Senior Medium-Term Notes, Series K, Buffer Enhanced Return Notes (BERNs) linked to the S&P 500 Index, maturing 15 June 2027. The notes provide 200 % leveraged exposure to any positive index performance, but total appreciation is capped at 20.30 %, translating to a maximum redemption of US$1,203 per US$1,000 principal. If the index declines less than 15 % from the 6,033.11 initial level, investors receive par; beyond that, principal is reduced 1 % for every 1 % drop past the 15 % buffer, exposing holders to as much as an 85 % loss.

The notes pay no periodic interest, will not be listed, and are unsecured, unsubordinated obligations of BMO, subject to the bank鈥檚 credit risk and not covered by U.S. or Canadian deposit insurance. Initial value is estimated at US$986, reflecting structuring and hedging costs. BMO Capital Markets Corp. acts as calculation agent and selling agent, earning a 0.15 % underwriting commission; certain dealers may also receive up to a 0.50 % referral fee.

Key dates: pricing 16 June 2025, settlement 20 June 2025, valuation 10 June 2027, maturity 15 June 2027. Minimum denomination is US$1,000 (CUSIP 06376EHY1).

Primary risks highlighted include limited upside versus direct index investment, potential for substantial principal loss, lack of liquidity, no shareholder rights in S&P 500 constituents, and dependence on BMO鈥檚 credit quality. Investors should review additional risk factors in the accompanying prospectus documents before purchase.

QuantaSing Group Limited (QSG) has filed a Form 144 with the SEC, signaling the proposed sale of 1,765 American Depositary Shares (ADRs) on or about 25 June 2025 through Morgan Stanley Smith Barney on Nasdaq. The aggregate market value of the planned sale is US$16,249.47, versus a total of 311,328,381 shares outstanding, implying a dilution of less than 0.001%.

The seller originally acquired the ADRs in April 2018 via a private, cash-settled transaction with the issuer. No other sales have been reported in the past three months. Form 144 requires the filer to affirm that no undisclosed material adverse information exists. Given the modest size of the transaction relative to the company鈥檚 float, the filing appears routine and is unlikely to affect market dynamics.