SCHEDULE: Maase Inc. Sees Major Stake Shift to WJ Management & Dejun Yu

Sentiment:

Beneficial Ownership Report (Schedule 13D Amendment)


WJ Management Company Limited and Dejun Yu jointly report beneficial ownership of 29.10% of Maase Inc.'s ordinary shares following recent acquisition-related share issuances.

Capital raiseMaase Inc. issued 195,894,609 Class A ordinary shares as consideration for the acquisition of 100% equity interest in Carve Group Ltd.Maase Inc. issued 98,002,174 Class A ordinary shares as consideration for the acquisition of 100% equity interest in Real Prospect Limited.

Summary

  • WJ Management Company Limited and Dejun Yu have jointly filed a Schedule 13D, reporting beneficial ownership of 93,049,939 Class A ordinary shares of Maase Inc.
  • This ownership represents 29.10% of the total issued and outstanding ordinary shares of Maase Inc. and 9.50% of the aggregate voting power.
  • The percentage calculation is based on 319,814,024 ordinary shares outstanding as of October 28, 2025, comprising 313,147,356 Class A and 6,666,668 Class B ordinary shares.
  • Each Class A ordinary share is entitled to one vote, while each Class B ordinary share is entitled to one hundred votes.
  • The shares were acquired as consideration for two separate transactions where Maase Inc. purchased 100% equity interests in Carve Group Ltd and Real Prospect Limited.
  • For Carve Group Ltd, Maase Inc. issued 195,894,609 Class A ordinary shares at a purchase price of US$1.5 per share, with a five-year lock-up period for shares held by WJ Management Company Limited and Golden Brighter Limited.
  • For Real Prospect Limited, Maase Inc. issued 98,002,174 Class A ordinary shares at a purchase price of US$1.5 per share, with a three-year lock-up period for shares held by Arts Wing Limited.
  • WJ Management Company Limited is wholly owned by Dejun Yu, who is a Singaporean citizen and the sole director of WJ Management.
  • The Reporting Persons state their purpose for acquiring beneficial ownership is for investment purposes and they intend to review their investment on a continuing basis.

Sentiment

Score: 5

Explanation: The filing is a factual report of beneficial ownership and related transactions, providing no explicit positive or negative sentiment regarding Maase Inc.'s performance or outlook from the reporting persons' perspective beyond standard investment intent.

Positives

  • The Reporting Persons acquired a significant stake (29.10%) in Maase Inc., indicating a substantial investment commitment.
  • The acquisitions of Carve Group Ltd and Real Prospect Limited, for which the shares were issued, could represent strategic growth initiatives for Maase Inc.

Risks

  • The Reporting Persons' future actions regarding their investment are subject to various factors, including Maase Inc.'s business, prospects, financial position, strategic direction, and market conditions, which could lead to changes in their investment strategy (e.g., buying or selling shares).

Future Outlook

The Reporting Persons intend to continuously review their investment in Maase Inc. and may adjust their position by purchasing additional shares or disposing of existing holdings. They may also engage in discussions with Maase Inc.'s management, board, or other shareholders to offer suggestions regarding the company's operations, strategy, and financial matters.

Management Comments

  • Reporting Persons acquired beneficial ownership for investment purposes.
  • Reporting Persons intend to review their investment in the Issuer on a continuing basis.
  • Reporting Persons may engage in communications with shareholders, management, or the board, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives.

Industry Context

This filing primarily details a change in beneficial ownership following corporate acquisitions and does not provide sufficient information to analyze broader industry trends or competitive landscape for Maase Inc. or its newly acquired entities.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Joint Filing AgreementWJ Management Company Limited and Dejun Yu entered into a Joint Filing Agreement to jointly file the Schedule 13D, acknowledging shared responsibility for timely filing and accuracy of their respective information.October 30, 2025Formalizes the joint reporting obligations for the beneficial ownership stake, ensuring compliance with SEC regulations for a group acting in concert.

Legal Proceedings

  • None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
  • None of the Reporting Persons have been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws during the last five years.

Related Party Transactions

  • WJ Management Company Limited is 100% owned by Dejun Yu, making them related parties. Both are Reporting Persons in this filing.
  • WJ Management Company Limited received a portion of the consideration shares from Maase Inc.'s acquisition of Carve Group Ltd.

Stakeholder Impact

  • Shareholders: A significant change in ownership structure (29.10% stake) could influence corporate control and strategic direction.
  • Maase Inc. Management and Board: The new significant shareholder may engage in discussions and make suggestions regarding company operations and strategy.
  • Employees: Potential long-term strategic shifts resulting from new ownership influence could indirectly impact employees.

Next Steps

  • Reporting Persons will continue to review their investment in Maase Inc.
  • Reporting Persons may make additional purchases or dispositions of Maase Inc. securities in the open market or privately negotiated transactions.
  • Reporting Persons may engage in communications with Maase Inc.'s management, board, or shareholders regarding strategic matters.

Key Dates

DateDescription
July 18, 2025Maase Inc. entered into a transaction agreement with Real Prospect Limited, Ace Long Limited, and Arts Wing Limited to purchase 100% equity of Real Prospect Limited.
July 28, 2025Maase Inc. entered into a transaction agreement with Carve Group Ltd, WJ Management Company Limited, Golden Brighter Limited, and Union Chief Limited to purchase 100% equity of Carve Group Ltd.
August 27, 2025Issuance of Consideration Shares for the Carve Group Ltd acquisition was completed.
October 28, 2025Date of event which requires filing of this statement; Issuance of Consideration Shares for the Real Prospect Limited acquisition was completed; Basis for outstanding share count for percentage calculation.
October 30, 2025Joint Filing Agreement dated and signed by Reporting Persons.

Keywords

Maase Inc., Schedule 13D, beneficial ownership, WJ Management Company Limited, Dejun Yu, Class A Ordinary Share, equity acquisition, Carve Group Ltd, Real Prospect Limited, investment

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