量子之歌2022年度报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period fromto Commission file number: 001-41590 QuantaSing Group Limited(Exact name of registrant as specified in its charter) N/A(Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of incorporation) 2/F, Building D, Ronsin Technology CenterChaoyang District, Beijing 100102People’s Republic of China(Address of principal executive offices) Dong Xie, Chief Financial OfficerTelephone: +86-10 6493-7857E-mail: tim.xie@quantasing.com2/F, Building D, Ronsin Technology CenterChaoyang District, Beijing 100102People’s Republic of China *Not for trading, but only in connection with the listing on the Nasdaq Global Market of Americandepositary shares Securities registered or to be registered pursuant to Section 12(g) of the Act. None None Indicate the number of issued and outstanding shares of each of the issuer’s classes of capital or commonstock as of the close of the period covered by the annual report: Class A ordinary shares, par value US$0.0001 each 115,759,408 shares outstanding as of June 30, 2023 Class B ordinary shares, par value US$0.0001 each 49,859,049 shares outstanding as of June 30, 2023 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Of 1934.Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐ Accelerated filerEmerging growthcompany Non-accelerated filer☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards † provided pursuant to Section 13(a) of theExchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (10 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: International Financial Reporting Standards as issuedOther☐by the International accounting Standards Board☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question indicate by check mark which financialstatement item the registrant has elected to follow.Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).Yes☐No☒ (APPLICABLE ONLY TO ISSUERS INVOLV