SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Shu Ting

(Last)

(First)

(Middle)

20/F, TIMES SQUARE, CAUSEWAY BA

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
51Talk Online Education Group [ COE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares⁽¹⁾	432,900	D
Class A Ordinary Shares⁽¹⁾	41,563,800	I	By Dasheng Global Limited⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾	7,297,560	I	By Spouse⁽⁴⁾
Class A Ordinary Shares⁽¹⁾	23,391,300	I	By Spouse⁽⁴⁾
Class B Ordinary Shares	30,390,321	I	By Dasheng Global Limited⁽²⁾⁽³⁾
Class B Ordinary Shares	15,535,423	I	By Dasheng Online Limited⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Share Units (RSUs)	03/30/2026	06/30/2033	Class A Ordinary Shares	275,000	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	06/30/2026	06/30/2033	Class A Ordinary Shares	275,000	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	05/18/2026	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	08/18/2026	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	11/18/2026	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	02/18/2027	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	05/18/2027	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	08/18/2027	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	11/18/2027	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾
Restricted Share Units (RSUs)	02/18/2028	02/18/2035	Class A Ordinary Shares	137,500	⁽⁵⁾	I	By Spouse⁽⁴⁾

Explanation of Responses:

1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.

2. Each of Dasheng Online Limited and Dasheng Global Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Online Limited, and Mr. Jack Jiajia Huang, who is the spouse of the reporting person, is the sole director of Dasheng Global Limited. Each of Dasheng Online Limited and Dasheng Global Limited is wholly beneficially owned by Dasheng International Holdings Limited, which is in turn wholly owned by TB Family Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of Dasheng International Holdings Limited.

3. The settlors of TB Family Trust are reporting person and Mr. Jack Jiajia Huang. The reporting person, Mr. Jack Jiajia Huang and their family members are beneficiaries under TB Family Trust. As a result, both reporting person and Mr. Jack Jiajia Huang are deemed to be beneficial owners of the shares directly held by Dasheng Online Limited and Dasheng Global Limited.

4. The reporting person disclaims beneficial ownership of the shares held by her spouse except to the extent of her pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of her spouse's shares for purposes of Section 16 or for any other purpose.

5. Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) class A ordinary share of issuer upon vesting.

	/s/ Ting Shu	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Shu Ting