SCHEDULE: Moonlit Group Discloses 2.51% Stake in Maase Inc.

Moonlit Group Ltd. and Katherine Wang have filed an amended Schedule 13D, disclosing a 2.51% beneficial ownership in Maase Inc., representing 63.00% of the voting power.

Summary

• Moonlit Group Ltd. and Katherine Wang (Reporting Persons) jointly filed an Amendment No. 2 to Schedule 13D for Maase Inc.
• Reporting Persons beneficially own 5,557,779 ordinary shares of Maase Inc., comprising 2,223 Class A ordinary shares and 5,555,556 Class B ordinary shares.
• This ownership represents 2.51% of the total issued and outstanding ordinary shares and 63.00% of the aggregate voting power of Maase Inc.
• The percentage calculation is based on 221,811,850 ordinary shares outstanding as of August 27, 2025, consisting of 215,145,182 Class A and 6,666,668 Class B shares.
• Each Class A ordinary share is entitled to one vote, while each Class B ordinary share is entitled to one hundred votes.
• Moonlit Group Ltd. is a British Virgin Islands limited liability company, wholly owned by Katherine Wang, a citizen of Guinea-Bissau.
• The acquisition of beneficial ownership is for investment purposes.
• Maase Inc. effected a 1-for-90 reverse share split on June 23, 2025, consolidating shares and changing the par value to $0.09 per share.
• Maase Inc. completed a private placement on July 18, 2025, issuing 10,000,000 Class A ordinary shares at $2.08 per share and warrants for 20,000,000 additional Class A shares.
• Maase Inc. completed the acquisition of Carve Group Ltd. on August 27, 2025, issuing 195,894,609 Class A ordinary shares at $1.5 per share as consideration.
• Consideration Shares issued to WJ Management Company Limited and Golden Brighter Limited in the Carve Group acquisition are subject to a five-year lock-up period.

Sentiment

Score: 7

Explanation: The filing indicates a significant, strategic investment by Moonlit Group and Katherine Wang, who now hold 63% of Maase Inc.'s voting power. This suggests a strong level of confidence in the Issuer's future, although the filing itself is a factual disclosure rather than a promotional statement.

Positives

• Reporting Persons acquired shares for investment purposes, indicating a strategic interest in Maase Inc.'s future.
• The significant voting power (63.00%) held by Moonlit Group and Katherine Wang suggests a strong ability to influence corporate decisions and strategic direction.

Risks

• Reporting Persons may change their investment intentions based on various factors, including Maase Inc.'s business, prospects, financial position, strategic direction, securities market conditions, and general economic and industry conditions.
• The value of the investment is subject to market fluctuations and the Issuer's operational and financial performance.

Future Outlook

Reporting Persons intend to review their investment in Maase Inc. on a continuing basis. They may engage in communications with Maase Inc.'s shareholders, management, or board of directors, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction, and transactions. They also expect to review their investment position and may make additional purchases or dispose of all or part of their investments, depending on their evaluation of Maase Inc.'s business, financial condition, strategic direction, other opportunities, and general market conditions.

Management Comments

• "We acquired beneficial ownership of the Ordinary Shares for investment purposes."
• "We intend to review our investment in the Issuer on a continuing basis."
• "We may in the future take such actions with respect to our investment in the Issuer as we deem appropriate, including changing our current intentions."

Industry Context

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Corporate Governance

Stakeholder Impact

• Shareholders: The significant voting power (63.00%) held by Moonlit Group and Katherine Wang means they can exert substantial influence over corporate decisions, potentially impacting other shareholders' interests and the company's strategic direction.
• Management: The Reporting Persons' stated intent to engage with and make suggestions to Maase Inc.'s management and board could lead to shifts in operational and strategic priorities.

Next Steps

• Reporting Persons will continue to review their investment in Maase Inc.
• They may engage in communications with Maase Inc.'s shareholders, management, or board of directors.
• They may make suggestions regarding Maase Inc.'s operations, strategies, and transactions.
• They may make additional purchases or dispose of shares based on their ongoing evaluation of Maase Inc. and market conditions.

Key Dates

Recommendation

This Schedule 13D amendment primarily discloses a significant beneficial ownership and voting power (63.00%) by Moonlit Group Ltd. and Katherine Wang in Maase Inc. While this indicates a strong, strategic investment by the reporting persons, the filing itself does not contain new financial performance data or strategic initiatives from Maase Inc. that would warrant an immediate 'buy' or 'sell' recommendation. Investors should 'hold' and closely monitor how this concentrated voting power influences future corporate actions and performance, especially in light of Maase Inc.'s recent reverse split, private placement, and acquisition activities.

Keywords

Maase Inc., Moonlit Group, Katherine Wang, Schedule 13D, beneficial ownership, voting power, Class A shares, Class B shares, reverse share split, private placement, acquisition, Carve Group Ltd, investment