|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
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) |
| 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: | 7
Sole Voting Power:
110,759,000.00 8
Shared Voting Power:
58,749,000.00 9
Sole Dispositive Power:
110,759,000.00 10
Shared Dispositive Power:
0.00 |
| 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 |
| 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: | 7
Sole Voting Power:
78,512,000.00 8
Shared Voting Power:
58,749,000.00 9
Sole Dispositive Power:
78,512,000.00 10
Shared Dispositive Power:
0.00 |
| 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 |
| 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.
|
Dagang Feng |
| Signature: | /s/ Dagang Feng | |
| Name/Title: | Dagang Feng | |
| Date: | 08/21/2025 |
Palopo Holding Limited |
| Signature: | /s/ Dagang Feng | |
| Name/Title: | Director | |
| Date: | 08/21/2025 |
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share, of 36Kr Holdings Inc., a Cayman Islands company, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of August 21, 2025.
| Dagang Feng | ||
| By: | /s/ Dagang Feng | |
| Name: | Dagang Feng | |
| Palopo Holding Limited | By: | /s/ Dagang Feng |
| Name: | Dagang Feng | |
| Title: | Director | |