|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Sound Group Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
05/12/2026 (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)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Trivista Capital SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For Rows 6, 8 and 9: represents 39,500,000 Class A ordinary shares, which are directly held by Trivista China SP I, a segregated portfolio of Trivista Capital SPC.
(2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 611,614,150 Class A ordinary shares , as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on Apr 30, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Trivista China SP I, a segregated portfolio of Trivista Capital SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) For Rows 6, 8 and 9: represents 39,500,000 ClassA ordinary shares, which are directly held by Trivista China SP I, a segregated portfolio of Trivista Capital SPC.
(2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on 611,614,150 Class A ordinary shares , as reported in the Issuer's 20-F filed with the Securities and Exchange Commission on Apr 30, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Sound Group Inc. | |
| (b) | Address of issuer's principal executive offices:
108 ROBINSON ROAD, #09-01, SINGAPORE, SINGAPORE, 068900 | |
| Item 2. | ||
| (a) | Name of person filing:
Trivista Capital SPC
Trivista China SP I | |
| (b) | Address or principal business office or, if none, residence:
ICS Corporate Services (Cayman) Limited, Palm Grove Unit 4, 265 Smith Road, George Town, P.O. Box 52A Edgewater Way, #1653, Grand Cayman KY1-9006, Cayman Islands | |
| (c) | Citizenship:
Trivista Capital SPC: Cayman Islands
Trivista China SP I: Cayman Islands | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses of each Reporting Person to Row (9) of this Schedule 13G are incorporated by reference in this Item. | |
| (b) | Percent of class:
The responses of each Reporting Person to Row (11) of this Schedule 13G are incorporated by reference in this Item. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
The responses of each Reporting Person to Row (6) of this Schedule 13G are incorporated by reference in this Item. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses of each Reporting Person to Row (8) of this Schedule 13G are incorporated by reference in this Item. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|