SC 13G/A 1 tm226005d1_sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

LAIX Inc.

(Name of Issuer)

Class A ordinary shares, $0.001 par value per share

American Depositary Shares, each representing one Class A ordinary share, $0.001 par value per share**

(Title of Class of Securities)

50736W105***

(CUSIP Number)

December 31, 2021

Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** The American Depositary Shares, each representing one Class A ordinary share, $0.001 par value per share, were separately registered on a registration statement on Form F-6 (Registration No. 333-227351).

*** This CUSIP number applies to the American Depositary Shares, each representing one Class A ordinary share, $0.001 par value per share. No CUSIP has been assigned to the Class A ordinary shares.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 50736W105

Page 2 of 17 Pages

1	Name of Reporting Person:
	CMC Lullaby Holdings Limited

2	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	Citizenship or Place of Organization

	Cayman Islands

	5	SOLE VOTING POWER
NUMBER OF SHARES		0
BENEFICIALLY OWNED	6	SHARED VOTING POWER
BY EACH REPORTING		2,760,325*
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		2,760,325*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED
	2,760,325*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.2%**
12	TYPE OF REPORTING PERSON
	CO

* Includes 2,760,325 American depository shares (“ADSs”) of the Issuer, each representing one Class A ordinary shares.

** Based on 29,926,647 Class A Ordinary Shares outstanding as of December 31, 2020, as reported in the Issuer’s annual report on Form 20-F (File No. 001-38657) filed with the Securities and Exchange Commission on April 29, 2021.

CUSIP No. 50736W105

Page 3 of 17 Pages

1	Name of Reporting Person:
	CMC Capital Partners II, L.P.

2	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	Citizenship or Place of Organization

	Cayman Islands

	5	SOLE VOTING POWER
NUMBER OF SHARES		0
BENEFICIALLY OWNED	6	SHARED VOTING POWER
BY EACH REPORTING		2,760,325*
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		2,760,325*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED
	2,760,325*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.2%**
12	TYPE OF REPORTING PERSON
	PN

SEC Form SC 13G/A filed by LAIX Inc. (Amendment)