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6-K

51Talk Online Education Group (COE)

6-K 2025-12-08 For: 2025-12-08
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Added on July 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-37790

51TALK ONLINE EDUCATION GROUP

6 Shenton Way, #38-01 OUE Downtown,

Singapore 068809

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                     Form 40-F ¨

EXHIBIT INDEX

ExhibitNo. Description
99.1 Press Release—51Talk Online Education Group Announces Third Quarter 2025 Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

51TALK ONLINE EDUCATION GROUP
By : /s/ Cindy Chun Tang
Name : Cindy Chun Tang
Title : Chief Financial Officer

Date: December 8, 2025

Exhibit 99.1

51Talk OnlineEducation Group Announces Third Quarter 202****5 Results

SINGAPORE, December 8, 2025 -- 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the third quarter ended September 30, 2025.

Third Quarter 2025 Financial and Operating Highlights

· Gross<br> billings**^1^** for the third quarter of<br> 2025 were US$40.5 million, a 104.6% growth from US$19.8 for the third quarter of 2024.
· Net<br> revenues for the third quarter of 2025 were US$26.3 million, an 87.5% increase from US$14.0<br> million for the third quarter of 2024.
--- ---
· The<br> number of quarterly active students with attended lesson consumption for the third quarter<br> of 2025 was approximately 112,600, representing a 71.4% increase from approximately 65,700<br> for the third quarter of 2024.
--- ---
· Operating cash inflow for the third quarter of 2025 was US$6.6 million.
Key Financial and Operating Data For the three months ended
--- --- --- --- --- --- --- --- --- ---
Sep 30, Sep 30, Period-to-Period
2024 2025 Change
Net<br> Revenues (in US millions) 14.0 26.3 87.5 %
Gross<br> Margin 78.7 % 73.3 % -5.4 ppt
Gross<br> Billings (in US millions) 19.8 40.5 104.6 %
Active<br> students with attended lesson consumption2 (in thousands) 65.7 112.6 71.4 %

All values are in US Dollars.

“I am pleased to report that the third quarter of 2025 represented another period of strong performance for our Company. Gross billings reached US$40.5 million, surpassing our previously issued guidance and demonstrating robust sequential growth of 42.1% quarter-over-quarter and triple-digit year-over-year growth of 104.6%. Crucially, we achieved this rapid expansion while maintaining positive net operating cash flow, which further solidifies our cash position and stands as a testament to our disciplined execution.” stated Jack Jiajia Huang, Founder, Chairman, and Chief Executive Officer of 51Talk.

“Our active student base reached 112,600 during the quarter, marking a significant milestone as we surpassed 100,000 active students for the first time since we embarked on our global expansion strategy more than three years ago. We remain confident in both the substantial opportunity presented by the global market and our team's ability to execute our strategic vision and drive sustainable long-term value.

^1^ Gross billings for a specific period, which is one of the Company’s key operating data, is defined as the total amount of cash received and receivable from third party payment platforms for the sale of course packages and services in such period, net of the total amount of refunds in such period. The gross billings data included herein was from the Company’s business system and converted with quarterly corresponding exchange rate, which may lead to differences with bank records.

^2^ An “active student with attended lesson consumption” for a given period refers to a student who attended at least one paid lesson, excluding those students who only attended paid live broadcasting lessons or trial lessons.

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As we enter the fourth quarter of 2025, we consolidate recent rapid growth and expand business momentum with existing and new clients. We continue to build bridges and enable our students to exchange on a global stage, as demonstrated by our recent participation in COP30 held in Brazil in November 2025. Students from five distinct geographies participated in this event, demonstrating the increasingly diversified nature of our portfolio and our successful reach into new markets. We remain focused on executing our strategic priorities while maintaining disciplined capital allocation to drive long-term shareholder value.” Jack Jiajia Huang concluded.

Third Quarter 2025 FinancialResults

Net Revenues and Gross Margin

Net revenues for the third quarter of 2025 were US$26.3 million, representing an 87.5% increase from US$14.0 million for the same quarter last year. The number of active students with attended lesson consumption was approximately 112,600 in the third quarter of 2025, representing a 71.4% increase from 65,700 for the same quarter last year.

Cost of revenues for the third quarter of 2025 was US$7.0 million, representing a 135.9% increase from US$3.0 million for the same quarter last year. The increase was primarily due to the increase in total service fees paid to teachers, mainly resulting from an increased number of paid lessons.

Gross profit for the third quarter of 2025 was US$19.3 million, representing a 74.4% increase from US$11.1 million for the same quarter last year.

Gross margin for the third quarter of 2025 was 73.3%, compared with 78.7% for the same quarter last year.

Operating Expenses

Total operating expenses for the third quarter of 2025 were US$23.4 million, representing a 97.9% increase from US$11.8 million for the same quarter last year. The increase was mainly due to the increase in sales and marketing expenses.

Sales and marketing expenses for the third quarter of 2025 were US$17.5 million, representing a 114.7% increase from US$8.2 million for the same quarter last year. The increase was primarily attributable to the rise in marketing and branding expenses resulting from intensified marketing and branding activities, as well as higher sales personnel costs related to increases in the number of sales and marketing personnel. Excluding share-based compensation expenses, non-GAAP sales and marketing expenses for the third quarter of 2025 were US$17.4 million, representing a 114.2% increase from US$8.1 million for the same quarter last year.

Product development expenses for the third quarter of 2025 were US$1.6 million, representing an 87.8% increase from US$0.8 million for the same quarter last year. The increase was primarily due to higher product development personnel costs. Excluding share-based compensation expenses, non-GAAP product development expenses for the third quarter of 2025 were US$1.6 million, representing a 93.0% increase from US$0.8 million for the same quarter last year.

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General and administrative expenses for the third quarter of 2025 were US$4.3 million, representing a 52.5% increase from US$2.8 million for the same quarter last year. The increase was primarily due to higher general and administrative personnel costs. Excluding share-based compensation expenses, non-GAAP general and administrative expenses for the third quarter of 2025 were US$4.1 million, representing a 51.5% increase from US$2.7 million for the same quarter last year.

Loss from Operations

Operating loss for the third quarter of 2025 was US$4.2 million, compared with operating loss of US$0.8 million for the same quarter last year.

Non-GAAP operating loss for the third quarter of 2025 was US$3.8 million, compared with non-GAAP operating loss of US$0.6 million for the same quarter last year.

Net loss attributable to the Company’sordinary shareholders

Net loss attributable to the Company’s ordinary shareholders for the third quarter of 2025 was US$4.8 million, compared with net loss of US$0.6 million for the same quarter last year.

Excluding share-based compensation expenses of US$0.4 million, non-GAAP net loss for the third quarter of 2025 was US$4.4 million, compared with non-GAAP net loss of US$0.4 million for the same quarter last year.

Basic and diluted net loss per share attributable to ordinary shareholders for the third quarter of 2025 was US$0.01, compared with basic and diluted net loss per share of US$0.002 for the same quarter last year.

Excluding share-based compensation expenses of US$0.4 million, non-GAAP basic and diluted net loss per share attributable to ordinary shareholders for the third quarter of 2025 was US$0.01, compared with non-GAAP basic and diluted net loss per share attributable to ordinary shareholders of US$0.001 for the same quarter last year.

Basic and diluted net loss per American depositary share (“ADS”) attributable to ordinary shareholders for the third quarter of 2025 was US$0.80, compared with basic and diluted net loss per ADS of US$0.11 for the same quarter last year. Each ADS represents 60 Class A ordinary shares.

Excluding share-based compensation expenses of US$0.4 million, non-GAAP basic and diluted net loss per ADS attributable to ordinary shareholders for the third quarter of 2025 was US$0.74, compared with non-GAAP basic and diluted net loss per ADS attributable to ordinary shareholders of US$0.07 for the same quarter last year.

Balance Sheet

As of September 30, 2025, the Company had total cash, cash equivalents and time deposits of US$36.6 million, compared with US$29.2 million as of December 31, 2024.

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The Company had advances from students**^3^** of US$70.7 million as of September 30, 2025, compared with US$45.1 million as of December 31, 2024.

Outlook

For the fourth quarter of 2025, the Company currently expects net gross billings to be between US$35.0 million and US$38.0 million, which would represent a sequential decrease of 6.1% to 13.5% and an increase of approximately 63.7% to 77.7% from the same quarter in 2024.

The foregoing outlook is based on current market conditions and reflects the Company’s current and preliminary estimates of market and operating conditions and customer demand, which are all subject to change.

Conference Call

The Company’s management will host an earnings conference call at 8:00 AM U.S. Eastern Time on December 8, 2025 (9:00 PM Singapore/Hong Kong time on December 8, 2025).

Dial-in details for the earnings conference call are as follows:

United<br> States (toll free): 1-888-346-8982
International: 1-412-902-4272
Singapore<br> (toll free): 800-120-6157
Mainland<br> China (toll free): 4001-201203
Hong<br> Kong (toll free): 800-905945
Hong<br> Kong (local toll): 852-301-84992

Participants should dial-in at least 5 minutes before the scheduled start time and ask to be connected to the call for “51Talk Online Education Group.”

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.51talk.com.

A replay of the conference call will be accessible until December 15, 2025, by dialing the following telephone numbers:

United<br> States (toll free): 1-855-669-9658
International: 1-412-317-0088
Replay<br> Access Code: 4853089

About 51Talk Online Education Group

51Talk Online Education Group (NYSE American: COE) is a global online education platform with core expertise in English education. The Company's mission is to make quality education accessible and affordable. The Company's online and mobile education platforms enable students to take live interactive English lessons on demand. The Company connects its students with highly qualified teachers using a shared economy approach, and employs student and teacher feedback and data analytics to deliver a personalized learning experience to its students.

^3^ “Advances from students” is defined as the amount of obligation to transfer goods or service to students or business partners for which consideration has been received from students in advance. The deposits from students are also presented in the total amount of “advances from students”.

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Use of Non-GAAP Financial Measures

In evaluating its business, 51Talk considers and uses the following measures defined as non-GAAP financial measures by the SEC as supplemental metrics to review and assess its operating performance: non-GAAP sales and marketing expenses, non-GAAP product development expenses, non-GAAP general and administrative expenses, non-GAAP operating expenses, non-GAAP operating income/(loss), non-GAAP net income/(loss), non-GAAP net income/(loss) attributable to ordinary shareholders, and non-GAAP net income/(loss) attributable to ordinary shareholders per share and per ADS. To present each of these non-GAAP measures, the Company excludes share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of non-GAAP measures to the most comparable GAAP measures” set forth at the end of this press release.

51Talk believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance by excluding share-based compensation expenses that may not be indicative of its operating performance from a cash perspective. 51Talk believes that both management and investors benefit from these non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to 51Talk’s historical performance. 51Talk computes its non-GAAP financial measures using the same consistent method from quarter to quarter and from period to period. 51Talk believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. A limitation of using non-GAAP measures is that these non-GAAP measures exclude share-based compensation expenses that have been and will continue to be for the foreseeable future a significant recurring expense in the 51Talk’s business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying table at the end of this press release provides more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

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Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “aims”, “future”, “intends”, “plans”, “believes”, “estimates”, “likely to” and similar statements. Among other things, 51Talk’s quotations from management in this announcement, as well as 51Talk’s strategic and operational plans, contain forward-looking statements. 51Talk may also make written or oral forward-looking statements in its periodic reports to the Securities and Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about 51Talk’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: 51Talk’s goals and strategies; 51Talk’s expectations regarding demand for and market acceptance of its brand and platform; 51Talk’s ability to retain and increase its student enrollment; 51Talk’s ability to offer new courses; 51Talk’s ability to engage, train and retain new teachers; 51Talk’s future business development, results of operations and financial condition; 51Talk’s ability to maintain and improve infrastructure necessary to operate its education platform; competition in the online education industry in its international markets; the expected growth of, and trends in, the markets for 51Talk’s course offerings in its international markets; relevant government policies and regulations relating to 51Talk’s corporate structure, business and industry; general economic and business condition in the Philippines, its international markets and elsewhere; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in 51Talk’s filings with the SEC. All information provided in this press release is as of the date of this press release, and 51Talk does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

51Talk Online Education Group

Investor Relations

Mr. David Chung

[email protected]

Ms. Jinling Wang

[email protected]

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51TALK ONLINE EDUCATION GROUP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

As of
Dec. 31, Sep. 30,
2024 2025
US US
ASSETS
Current assets
Cash and cash equivalents 27,758 33,532
Time deposits 1,430 3,093
Prepaid expenses and other current assets 10,906 22,622
Total current assets 40,094 59,247
Non-current assets
Property and equipment, net 363 1,408
Intangible assets, net 80 71
Right-of-use assets 2,888 3,603
Deferred tax assets 57 56
Other non-current assets 460 481
Total non-current assets 3,848 5,619
Total assets 43,942 64,866
LIABILITIES AND SHAREHOLDERS’ DEFICITS
Current liabilities
Advances from students 45,064 70,713
Accrued expenses and other current liabilities 6,644 8,587
Amounts due to related parties 2,853 4,356
Lease liabilities 1,242 1,572
Taxes payable 1,100 1,378
Total current liabilities 56,903 86,606
Non-current liabilities
Lease liabilities 1,441 1,735
Other non-current liabilities 310 334
Total non-current liabilities 1,751 2,069
Total liabilities 58,654 88,675
Total shareholders’ deficits (15,000 ) (23,919 )
Noncontrolling interests 288 110
Total deficits (14,712 ) (23,809 )
Total liabilities and shareholders’ deficits 43,942 64,866

All values are in US Dollars.

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51TALKONLINE EDUCATION GROUP

UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Inthousands except for number of shares and per share data)

For the three months ended For the nine months ended
Sep. 30, Jun. 30, Sep. 30, Sep. 30, Sep. 30,
2024 2025 2025 2024 2025
US US US US US
Net revenues 14,047 20,398 26,334 34,456 64,979
Cost of revenues (2,985 ) (5,181 ) (7,042 ) (7,513 ) (16,428 )
Gross profit 11,062 15,217 19,292 26,943 48,551
Operating expenses
Sales and marketing expenses (8,171 ) (12,821 ) (17,544 ) (23,267 ) (41,442 )
Product development expenses (839 ) (1,238 ) (1,576 ) (2,638 ) (3,855 )
General and administrative expenses (2,838 ) (3,880 ) (4,329 ) (8,226 ) (11,426 )
Total operating expenses (11,848 ) (17,939 ) (23,449 ) (34,131 ) (56,723 )
Loss from operations (786 ) (2,722 ) (4,157 ) (7,188 ) (8,172 )
Interest income 57 58 138 202 216
Other income/(expenses), net 145 (227 ) (482 ) 1,192 (768 )
Loss before income tax expenses (584 ) (2,891 ) (4,501 ) (5,794 ) (8,724 )
Income tax expenses (51 ) (169 ) (264 ) (114 ) (590 )
Net loss (635 ) (3,060 ) (4,765 ) (5,908 ) (9,314 )
Net loss attributable to noncontrolling interests (17 ) (13 ) (10 ) (51 ) (42 )
Net loss attributable to the Company’s ordinary shareholders (618 ) (3,047 ) (4,755 ) (5,857 ) (9,272 )
Weighted average number of ordinary shares used in computing basic and diluted loss per share 347,705,165 353,922,077 356,502,442 346,515,235 355,882,790

All values are in US Dollars.

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51TALKONLINE EDUCATION GROUP

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands except for number of shares and per share data)

For the three months ended For the nine months ended
Sep. 30, Jun. 30, Sep. 30, Sep. 30, Sep. 30,
2024 2025 2025 2024 2025
US US US US US
Net loss per share attributable to ordinary shareholders
Basic and diluted (0.00 ) (0.01 ) (0.01 ) (0.02 ) (0.03 )
Net loss per ADS attributable to ordinary shareholders
Basic and diluted (0.11 ) (0.52 ) (0.80 ) (1.01 ) (1.56 )
Share-based compensation expenses are included in the operating expenses as follows:
Sales and marketing expenses (27 ) (94 ) (98 ) (87 ) (240 )
Product development expenses (29 ) (14 ) (13 ) (86 ) (40 )
General and administrative expenses (149 ) (237 ) (255 ) (554 ) (710 )

All values are in US Dollars.

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51TALKONLINE EDUCATION GROUP

Reconciliationof Non-GAAP Measures to the Most Comparable GAAP Measures

(In thousands except for number of shares and per share data)

For the three months ended For the nine months ended
Sep. 30, Jun. 30, Sep. 30, Sep. 30, Sep. 30,
2024 2025 2025 2024 2025
US US US US US
Sales and marketing expenses (8,171 ) (12,821 ) (17,544 ) (23,267 ) (41,442 )
Less: Share-based compensation expenses (27 ) (94 ) (98 ) (87 ) (240 )
Non-GAAP sales and marketing expenses (8,144 ) (12,727 ) (17,446 ) (23,180 ) (41,202 )
Product development expenses (839 ) (1,238 ) (1,576 ) (2,638 ) (3,855 )
Less: Share-based compensation expenses (29 ) (14 ) (13 ) (86 ) (40 )
Non-GAAP product development expenses (810 ) (1,224 ) (1,563 ) (2,552 ) (3,815 )
General and administrative expenses (2,838 ) (3,880 ) (4,329 ) (8,226 ) (11,426 )
Less: Share-based compensation expenses (149 ) (237 ) (255 ) (554 ) (710 )
Non-GAAP general and administrative expenses (2,689 ) (3,643 ) (4,074 ) (7,672 ) (10,716 )
Operating expenses (11,848 ) (17,939 ) (23,449 ) (34,131 ) (56,723 )
Less: Share-based compensation expenses (205 ) (345 ) (366 ) (727 ) (990 )
Non-GAAP operating expenses (11,643 ) (17,594 ) (23,083 ) (33,404 ) (55,733 )
Loss from operations (786 ) (2,722 ) (4,157 ) (7,188 ) (8,172 )
Less: Share-based compensation expenses (205 ) (345 ) (366 ) (727 ) (990 )
Non-GAAP loss from operations (581 ) (2,377 ) (3,791 ) (6,461 ) (7,182 )

All values are in US Dollars.

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51TALKONLINE EDUCATION GROUP

Reconciliationof Non-GAAP Measures to the Most Comparable GAAP Measures

(Inthousands except for number of shares and per share data)

For the three months ended For the nine months ended
Sep. 30, Jun. 30, Sep. 30, Sep. 30, Sep. 30,
2024 2025 2025 2024 2025
US US US US US
Income tax expenses (51 ) (169 ) (264 ) (114 ) (590 )
Less: Tax impact of Share-based compensation expenses - - - - -
Non-GAAP income tax expenses (51 ) (169 ) (264 ) (114 ) (590 )
Net loss attributable to the Company’s ordinary shareholders (618 ) (3,047 ) (4,755 ) (5,857 ) (9,272 )
Less: Share-based compensation expenses (205 ) (345 ) (366 ) (727 ) (990 )
Non-GAAP net loss attributable to the Company’s ordinary shareholders (413 ) (2,702 ) (4,389 ) (5,130 ) (8,282 )
Weighted<br> average number of ordinary shares used in computing basic and diluted loss per share 347,705,165 353,922,077 356,502,442 346,515,235 355,882,790
Non-GAAP net loss per share attributable to ordinary shareholders
Basic and diluted (0.00 ) (0.01 ) (0.01 ) (0.02 ) (0.02 )
Non-GAAP net loss per ADS attributable to ordinary shareholders
Basic and diluted (0.07 ) (0.46 ) (0.74 ) (0.89 ) (1.40 )

All values are in US Dollars.

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