Maase Inc.
28.80%
92,122,044
1750264
G4453R115
Oct 27, 2025
Nov 10, 2025, 04:30 PM
Reporting Persons (2)
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 |
|---|---|---|---|---|---|
| Arts Wing Limited | CO | 28.80% | 92,122,044 | 92,122,044 | 0 |
| Robert Liu | Individual | 28.80% | 92,122,044 | 92,122,044 | 0 |
Disclosure Items (7)
Class A Ordinary Share, par value $0.09 per share
Maase Inc.
12F, Block B, Longhu Xicheng Tianjie, Chengdu, F4, 610036
This Schedule 13D is being filed jointly by Arts Wing Limited ("Arts Wing") and Robert Liu (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"). Arts Wing is a limited liability company without any substantive operations. It is 100% owned by Robert Liu.
The principal business and office address of Reporting Persons is ROOM 1202, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong, 999077.
Mr. Robert Liu's business address is located at ROOM 1202, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong, 999077. Mr. Robert Liu is the director of Arts Wing.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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 law.
Arts Wing is an exempt company with limited liability incorporated under the laws of Hong Kong. Robert Liu is a citizen of the Republic of Guinea-Bissau.
The information set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3. On July 18, 2025, the Issuer entered into a transaction agreement (the "Transaction Agreement") with Real Prospect Limited ( "Real Prospect"), Ace Long Limited ("ALL") and Arts Wing, the existing shareholders holding 100% equity securities of Real Prospect (collectively the "Sellers"). Pursuant to the Transaction Agreement, the Issuer agreed to purchase from the Sellers, 100% of the equity interest of Real Prospect, for a consideration of a total of 98,002,174 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 Arts Wing have a lock- up period of three years. The issuance of the Consideration Shares ("Issuance") has been completed on October 28, 2025. Following the aforementioned issuance, Arts Wing beneficially owns 92,122,044 Class A ordinary shares of the issuer, representing 28.80% of the total issued and outstanding ordinary shares, and 9.40% of the aggregate voting power, of the Issuer. The Transaction Agreement has been filed by the Issuer with the SEC as Exhibit 10.1 to Form 6-K on July 18, 2025.
The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 92,122,044 Class A ordinary shares directly held by Arts Wing Limited which is 100% owed by Robert Liu. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Arts Wing Limited. The Reporting Persons' aggregate percentage of beneficial ownership is 28.80%, representing 9.40% of the voting power of the Issuer. Percentage of beneficial ownership of Reporting Persons is based on 319,814,024 ordinary shares, comprising of 313,147,356 Class A ordinary shares and 6,666,668 Class B ordinary shares, of the Issuer outstanding as of October 28, 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 November 10, 2025 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of Arts Wing Limited (filed herewith) Exhibit 3: Transaction Agreement dated as of July 18, 2025, entered by and made among Maase Inc., Ace Long Limited, Arts Wing Limited and Real Prospect Limited (incorporation by reference to Exhibit 10.1 to the Form 6-K of the Issuer filed with the Commission on July 18, 2025)