Maase Inc.
2.00%
4,444,445
1750264
G4453R115
Aug 26, 2025
Sep 23, 2025, 04:30 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Sea Synergy Limited | CO | 2.00% | 4,444,445 | 4,444,445 | 0 |
| Summer Day Limited | CO | 2.00% | 4,444,445 | 4,444,445 | 0 |
| Yinan Hu | Individual | 2.00% | 4,444,445 | 4,444,445 | 0 |
Disclosure Items (7)
Class A Ordinary Share, par value $0.09 per share
Maase Inc.
12F, Block B, Longhu Xicheng Tianjie, Sichuan Province, F4, 610036
This Schedule 13D is being filed by Sea Synergy Limited ("Sea Synergy"), Summer Day Limited ("Summer Day") and Yinan Hu (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Sea Synergy and Summer Day are both limited liability companies. Sea Synergy is wholly owned by Summer Day, which in turn is wholly owned by Mr. Yinan Hu.
The business address of the Reporting Persons is 27/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, 510623.
Mr. Hu serves as a Director of both Sea Synergy and Summer Day. Sea Synergy and Summer Day are limited liability companies without any substantive operations.
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Hu is a PRC citizen. Sea Synergy and Summer Day are both exempt company with limited liability incorporated under the laws of British Virgin Island
The information set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3. On June 23, 2025, the Issuer effected a 1-for-90 reverse share split (the "Reverse Split"). Following the Reverse Split, every ninety (90) issued and authorized Class A and Class B ordinary shares of a par value of US$0.001 each were consolidated into one (1) Class A or Class B ordinary share, respectively, with a par value of US$0.09 per share. On July 3, 2025, the Issuer entered into a definitive share purchase agreement (the "Share Purchase Agreement") for a private placement with certain investors. Pursuant to the Agreement, the investors have agreed to subscribe for, and the Issuer has agreed to issue and sell to the investors, (i) an aggregate of 10,000,000 Class A ordinary shares, par value US$0.09 per share, at a purchase price of $2.08 per Class A ordinary share (the "Per Share Purchase Price") and (ii) warrants to purchase up to 20,000,000 additional Class A ordinary shares of the Issuer. The exercise price of the warrants is structured in two tranches: 50% of the warrants are exercisable at 200% of the Per Share Purchase Price, with the remaining 50% exercisable at 250%. The issuance of 10,000,000 Class A ordinary shares has been completed on July 18, 2025. On July 28, 2025, the Issuer entered into a transaction agreement (the "Transaction Agreement") with Carve Group Ltd (the "Target Company"), Golden Brighter Limited, WJ Management Company Limited and Union Chief Limited, the existing shareholders holding 100% equity securities of the Target Company (collectively the "Sellers"). Pursuant to the Transaction Agreement, the issuer agreed to purchase from the Sellers, 100% of the equity interest of the Target Company, for a consideration of a total of 195,894,609 Class A ordinary shares of a par value of US$0.09 each of the issuer (the "Consideration Shares"), at a purchase price of US$1.5 per share of the Consideration Shares. The Consideration Shares of WJ Management Company Limited and Golden Brighter Limited have a lock- up period of five years. The issuance of the Consideration Shares ("Issuance") has been completed on August 27, 2025. Following the Reverse Split and the aforementioned issuance, Sea Synergy beneficially owns 4,444,445 Class A ordinary shares of the issuer, representing 2.00% of the total issued and outstanding ordinary shares, and 0.50% of the aggregate voting power, of the Issuer. The Share Purchase Agreement has been filed by the Issuer with the SEC as Exhibit 10.1 to Form 6-K on July 3, 2025. The Transaction Agreement has been filed by the Issuer with the SEC as Exhibit 10.1 to Form 6-K on July 29, 2025
The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 4,444,445 Class A ordinary shares directly held by Sea Synergy Limited which is 100% held by Summer Day. Summer Day is 100% held by Mr. Yinan Hu. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Summer Day Limited and Mr. Hu may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Sea Synergy. The Reporting Persons' aggregate percentage of beneficial ownership is 2.00%, representing 0.50% of the voting power of the Issuer. Percentage of beneficial ownership of Reporting Persons is based on 221,811,850 ordinary shares, comprising of 215,145,182 Class A ordinary shares and 6,666,668 Class B ordinary shares, of the Issuer outstanding as of August 27, 2025 according to records of the Issuer. Each Class A ordinary share is entitled to one (1) vote while each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote.
Each of the Reporting Persons has sole voting and dispositive power over the ordinary shares of reported in this Schedule 13D.
During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the director and officer of the Reporting Persons has effected any transactions in the Ordinary Shares of the Issuer except as reported herein.
To the best knowledge of the Reporting Persons, except for the agreement described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares of the Issuer that they beneficially own.
Not applicable.
Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Exhibit 1: Joint Filing Agreement dated September 23, 2025 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of Sea Synergy Limited (filed herewith) Exhibit 3: Share Purchase Agreement dated as of July 3, 2025 (incorporation by reference to Exhibit 10.1 to the Form 6-K of the Issuer filed with the Commission on July 3, 2025) Exhibit 4: Transaction Agreement dated as of July 28, 2025, entered by and made among Maase Inc., Golden Brighter Limited, WJ Management Company Limited, Union Chief Limited and Carve Group Ltd (incorporation by reference to Exhibit 10.1 to the Form 6-K of the Issuer filed with the Commission on July 29, 2025)