Washington, D.C. 20549


FORM 12b-25




(Checkone) : ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN
  ¨ Form N-CSR


For Period Ended: December 31, 2023

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended:__________________


Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




Sound Group Inc.

Full Name of Registrant



Former Name if Applicable


60 Anson Road, Mapletree Anson, #09-01/02

Address of Principal Executive Office (Street and Number)


Singapore 079914

City, State and Zip Code


PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)



(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.









State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Sound Group Inc. (the “Company”) is unable to file its annual report on Form 20-F for the fiscal year ended December 31, 2023 (“2023 Form 20-F”) within the prescribed time period without unreasonable effort or expense, because the Company needs additional time to assemble the financial information and finalize the 2023 Form 20-F. In accordance with Rule 12b-25(b)(2)(ii) under the Securities Exchange Act of 1934, as amended, the Company endeavors to file its 2023 Form 20-F as soon as practicable or no later than the financial statements for inclusion therein become available.




(1) Name and telephone number of person to contact in regard to this notification


Jinnan (Marco) Lai   +65   6202 1360
(Name)   (Area Code)   (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨


(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No ¨


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


The Company’s net revenue for the fiscal year 2023 is expected to decrease by approximately 5% from the prior year, primarily due to the decline in the average paying users on the Company’s audio entertainment products. The Company expects to record net loss for the fiscal year 2023, compared with net income for the fiscal year 2022.


These expected changes in results of operations are based on unaudited results and may subject to further adjustments before filing of the Company’s 2023 Form 20-F.


Forward-Looking Statements


This notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word “expects,” “anticipates” and similar terms and phrases are used in this notification to identify forward-looking statements. Risks, uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, any changes to our anticipated financial results as a result of our independent registered public accounting firm completing its audit of the Company’s financial statements, the ability of the Company and its auditors to confirm information or data identified in the review, the Company’s ability to complete and file future periodic filings with the SEC on a timely basis and other risks and uncertainties discussed more fully in the Company’s filings with the SEC. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.





Sound Group Inc.
(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 30, 2024 By: /s/ Jinnan (Marco) Lai
  Name: Jinnan (Marco) Lai
  Title: Chief Executive Officer, Director