2022年12月20日,来自北京的北京量子之歌科技有限公司的控股公司QuantaSing Group Limited(以下简称“量子之歌”)在美国证监会(SEC)公开披露招股书,其于2022年9月29日在SEC秘密递表,股票代码QSG,拟在美国纳斯达克IPO上市。 

量子之歌招股书链接:

https://www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm#toc



主要业务

量子之歌,作为一家在线学习服务提供商,主要为成人学习者提供易于理解、价格合理且易于访问的在线课程。截至目前,量子之歌旗下有启牛学堂千尺学堂讲真三大平台。


根据弗若斯特沙利文报告,按 2021 年的收入计算,量子之歌是中国成人学习市场最大的个人兴趣课程在线学习服务提供商,也是中国成人学习市场总服务提供商的前五名。 




股东架构
招股书显示,量子之歌在上市前的股东架构中,其主要股东包括:
李鹏 Peng Li,通过Even Par Holding Limited持股32.1\%,拥有82.5\%的投票权;
K2 Entities,持股15.6\%,拥有4.0\%的投票权;
DCM Entities,持股17.6\%,拥有4.5\%的投票权;
纪源资本 GGV Entities,持股7.7\%,拥有2.0\%的投票权;
PAC Entities,持股8.1\%,拥有2.1\%的投票权;
启明创投 Qiming Entities,持股8.1\%,拥有2.1\%的投票权;
VM EDU Fund I, L.P,股5.7\%,拥有1.5\%的投票权;



公司架构

招股书显示,量子之歌的架构如下:



管理层

招股书显示,量子之歌的管理层如下:

Peng Li
Peng Li is our founder and has served as the chairman of our board of directors and our chief executive officer since our inception. Prior to founding our company, Mr. Li had been the founder and served as the chief executive officer of Beijing Renjuren Network Technology Co., Ltd. from October 2013 to September 2015. Mr. Li was the co-founder and served as the vice president of Qianpin Online Network Technology (Beijing) Co., Ltd. from March 2011 to June 2013. Mr. Li served as the head of commercial operation center of Beijing UCWEB Internet Technology Co., Ltd. from March 2010 to February 2011. Prior to that, he was the strategic cooperation manager of Baidu.com, Inc. (Nasdaq: BIDU; HKEX:9888) from September 2005 to February 2010. From September 2004 to August 2005, Mr. Li served as the marketing manager of Beijing Jingyeda Technology Co., Ltd. (SZSE: 003005) in East China. Mr. Li received his bachelor’s degree in computer science and technology from Hebei Agricultural University in June 2004.


Jinshan Li 
Jinshan Li has served as our director since May 2022 and our chief technology officer since April 2018. Prior to joining us, Mr. Li had served as the chief technology officer of Ailv Network Technology Co., Ltd. from March 2016 to November 2016. From March 2014 to March 2016, Mr. Li served as the general manager of carpooling business of Beijing Five Car World Technology Co., Ltd. Prior to that, he worked at Renren Inc. (NYSE: RENN) from May 2011 to March 2014, serving as a senior manager and technology officer. Mr. Li served as the product manager at the advertising department of Youdao Inc. (NYSE: DAO) from July 2007 to May 2011. Mr. Li received his bachelor’s degree in computer science and technology from Beijing Information Technology Institute in July 2004, and his master’s degree in computer application from Institute of Computing Technology, Chinese Academy of Sciences in July 2007.


Frank Lin
Frank Lin has served as our director since May 2022. Mr. Lin is a general partner of DCM, a technology venture capital firm and one of our principal shareholders. Prior to joining DCM in 2006, Mr. Lin had been the chief operating officer of SINA Corporation (Nasdaq: SINA). He co-founded SINA’s predecessor, SinaNet, in 1995 and later helped guiding SINA through its listing on Nasdaq. Prior to founding SinaNet, Mr. Lin had been a consultant at Ernst & Young Management Consulting Group. Mr. Lin currently serves on the board of directors of numerous DCM portfolio companies, including GigaCloud Technology Inc (Nasdaq: GCT), Tuniu Corporation (Nasdaq: TOUR), Vipshop Holdings Limited (NYSE: VIPS), China Online Education Group (NYSE: COE) and Kuaishou Technology (HKEX: 1024). Mr. Lin received his MBA degree from Stanford University in 1993 and his bachelor’s degree in engineering from Dartmouth College in 1988.


Yu Cui

Yu Cui has served as our director since May 2022. Since April 2018, he has served as the executive director of investment at VM EDU Fund, one of our shareholders. Before that, he had served as the investment director at China Peakedness from June 2017. From June 2015 to June 2017, he served as the business director at Beijing Tianxing Capital Co., Ltd. From June 2014 to June 2015, he served as an analyst at Dagong Global Credit Rating. Mr. Cui received a bachelor’s degree in banking and finance from Bangor University in 2012 and a master’s degree in banking and finance from Queen Mary University of London in 2013.



Dong Xie

Dong Xie has served as our chief financial officer since January 2021 and as our director since June 2022. Prior to joining us, Mr. Xie had served as the partner of capital market services at PGadvisory from March 2020 to December 2020. From January 2019 to March 2020, Mr. Xie served as the chief financial officer at Renmai Technology Group. From September 2014 to December 2018, Mr. Xie served as the chief financial officer and company secretary of Finup Financial Technology Group (Holdings) Co., Ltd. From April 2010 to September 2010, Mr. Xie served as a vice president at CCB International (China) Co., Ltd. From November 2007 to March 2010, and from October 2010 to August 2014, Mr. Xie served as the associate director at the merger and acquisition transaction service department of Deloitte China. Mr. Xie is a Chinese Certified Public Accountant, Certified Internal Auditor, Certified Tax Agent and holds the China Legal Professional Qualification. He received his bachelor’s degree in economics and master’s degree in global economics from Nankai University in June 2003 and June 2006, respectively, and he started in September 2021 for the EMBA degree jointly offered by Guanghua School of Management of Peking University and Kellogg School of Management of Northwestern University. He has been acting as an independent director and chairman of the audit committee for China BlueChemical Ltd (HKEX:3983) since May 2021.



Xihao Liu

Xihao Liu has served as our vice president since April 2020 and as our director since September 2022. Prior to joining us, Ms. Liu had served as the vice president of operations of Beijing Qimeng Education Technology Co., Ltd. from November 2018 to December 2019. From June 2018 to September 2018, Ms. Liu served as the head of community operations at Beijing Guoganshidai Co., Ltd. Prior to that, she was a senior operations specialist of Hangzhou Beigou Technology Co., Ltd. from September 2015 to June 2018. From February 2011 to November 2015, Ms. Liu served several positions relating to product operations at Alibaba Group Holding Limited (NYSE: BABA; HKEX: 9988) and its related entities. Ms. Liu received her bachelor’s degree in management from Shaanxi University of Science & Technology in July 2006, and her master’s degree in economics from Xiamen University in July 2009.



公司业绩
招股书显示,在过去的2021财年、2022财年(财年截至日期为每年6月30日)和2023财年的前三个月,量子之歌的收入分别为17.60亿、28.68亿和6.59亿元人民币,相应的净亏损分别为3.16亿、2.33亿和0.97亿元人民币。


中介机构

量子之歌是次IPO的的中介团队主要有:花旗、中金公司、老虎证券为其联合承销商;普华永道为其审计师;澄明则正、威尔逊·桑西尼分别为其公司中国律师、公司美国律师;竞天公诚、瑞生为其承销商美国律师。


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