UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )^*

Q&K International Group Limited

(Name of Issuer)

Class A ordinary shares, par value $0.00001 per share

(Title of Class of Securities)

G7308L100**

(CUSIP Number)

Danai Rojanavanichkul

One Nexus Way

Camana Bay, Grand Cayman KY1-9005

Cayman Islands

Telephone: +66-81-348 3579

With a copy to:

Shuang Zhao, Esq.

Cleary Gottlieb Steen & Hamilton LLP

c/o 37th Floor, Hysan Place

500 Hennessy Road

Causeway Bay, Hong Kong

Telephone: +852 2521 4122

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 25, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No: G7308L100

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CUSIP No: G7308L100

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ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the Class A ordinary shares, par value US$0.00001 per share (“Class A Ordinary Shares”) of Q&K International Group Limited (the “Issuer”). The principal executive offices of the Issuer are located at Suite 1607, Building A, No.596 Middle Longhua Road, Xuhui District, Shanghai, 200032, People’s Republic of China.

ITEM 2. IDENTITY AND BACKGROUND

(a) This Statement on Schedule 13D is filed jointly by the following persons (collectively, the “Reporting Persons”): (i) Danai Rojanavanichkul and (ii) Veneto Holdings Ltd. The name, business address, present principal occupation or employment or principal business and citizenship or place of organization of the director of Veneto Holdings Ltd. are set forth in Schedule A hereto and are incorporated herein by reference. None of the Reporting Persons has any executive officers.

(b) Residence or Business Address:

(c) Veneto Holdings Ltd. is an investment holding company. Danai Rojanavanichkul is the sole shareholder and director of Veneto Holdings Ltd.

(d) Neither any of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither any of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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(f) Citizenship or the place of organization:

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Issuer and Veneto Holdings Ltd., a holder of the Issuer’s convertible note dated July 29, 2020 (the “2020 CB”) entered into certain amendments dated May 25, 2022 (the “Amendments”) to the 2020 CB and related transaction documents. Pursuant to the Amendments, the conversion price of the 2020 CB was adjusted to be the price calculated as 75% of the 15-Trading Day average closing price of the Company’s American Depositary Shares (the “ADS”), each representing 150 Class A Ordinary Shares of the Company, as of May 13, 2022 (the “Conversion Price”). Also pursuant to the Amendments, all of the issued and outstanding warrants previously issued to the CB Holders in connection with the 2020 CB are deemed to have expired and the Issuer will have no further obligation to issue additional warrants to Veneto Holdings Ltd. in connection with the 2020 CB.

On May 25, 2022, Veneto Holdings Ltd. converted all of its US$9,202,720 outstanding principal amount of the 2020 CB and all the accrued but unpaid interest as of such date at the Conversion Price, resulting in the issuance to it of 2,191,489,050 Class A Ordinary Shares. On the same day, Veneto Holdings Ltd. transferred 937,103,660 Class A Ordinary Shares to non-US persons in offshore transactions under Regulation S.

ITEM 4. PURPOSE OF TRANSACTION

The information set forth in Items 3 and 6 is hereby incorporated by reference in this Item 4.

Although none of the Reporting Persons has any present intention to acquire additional securities of the Issuer, they intend to review their respective investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to their respective course of action (as well as to the specific elements thereof), each Reporting Person currently expects that he or she or it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to such Reporting Person; changes in law and government regulations; general economic conditions; and liquidity and stock market conditions, including the market price of the securities of the Issuer.

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Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Exchange Act.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) Each of the Reporting Persons’ current ownership in the securities of the Issuer is set forth on the cover pages to this Statement on Schedule 13D and is incorporated by reference herein. The Reporting Persons disclaim membership in any “group” with any person other than the Reporting Persons.

(b) The following table sets forth the beneficial ownership of the class of securities reported on for each of the Reporting Persons.

(c) Other than as described in Items 3 and 4 above, there have been no transactions in the class of securities reported on that were effected during the past sixty days by any of the Reporting Persons.

(d) Not applicable.

(e) On May 25, 2022, all the Reporting Persons ceased to be the beneficial owners of more than five percent of the class of securities reported.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except as described in Items 1 through 7 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except for standard default and similar provisions contained in loan agreements.

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

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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.

Dated: June 6, 2022

Schedule A

Directors of Certain Reporting Persons

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.00001 per share, of Q&K International Group Limited, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page to follow]

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of June 6, 2022.

[Signature Page to Joint Filing Agreement]

Exhibit 99.2

Execution Version

AMENDMENT NO. 1 TO THE SERIES 1 CONVERTIBLE NOTE DUE 2024

DATED JULY 29, 2020

Amendment No. 1 dated May 25, 2022 (“Amendment No. 1”) to the Series 1 Convertible Note due 2024 dated July 29, 2020 (the “Note”) issued by Q&K International Group Limited, a Cayman Islands company (the “Issuer”) to Veneto Holdings Ltd. (such party and any permitted transferee, in whole or in part, a “Holder”), pursuant to, and in accordance with, the Convertible Notes and Warrant Purchase Agreement, dated July 22, 2020 by and among the Company and the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note.

RECITALS

WHEREAS, Section 14 of the Note provides that the amendment of any term of the Note will be subject to the written consent of the Issuer and the Holder; and

WHEREAS, the Issuer and the Holder have agreed, consistent with the provisions of Section 14 of the Note, to amend the Note as set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Issuer and the Holder (each a “party” and collectively the “parties”) hereby agree as follows:

1. Amendment to Section 3. Section 3 of the Note is hereby deleted in its entirety and replaced to read as follows:

“3. Conversion.

(a) Optional Conversion. Subject to the terms of this Note, the Holder at any time on or after the 41^st day after the issue date of this Note and prior to the Maturity Date, at its option, may convert in whole but not in part the entire outstanding principal amount and the Applicable Share Interest (as defined below) of this Note into the Issuer’s American Depositary Shares (the “ADSs”, each ADS, as of the date hereof, represents 150 Class A Ordinary Shares of the Issuer) (the “Conversion”) upon the delivery of a conversion notice to the Issuer (the “Conversion Notice”, and such date of delivery, the “Conversion Date”). The number of the ADSs to be issued upon such Conversion shall be equal to the quotient obtained by dividing (i) the entire principal amount and the Applicable Share Interest of this Note as of the Conversion Date by (ii) the conversion price (the “Conversion Price”), which subject to adjustment pursuant to Section 8 of this Note, shall be US$0.6299, being seventy five percent (75)% of the 15-Trading Day average closing price as of May 13, 2022.

“Last Reported Sale Price” of the ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the NASDAQ (or the principal U.S. national or regional securities exchange on which the ADSs are traded). If the ADSs are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” will be the last quoted bid price for the ADSs in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the ADSs are not so quoted, the “Last Reported Sale Price” will be the average of the midpoint of the last bid and ask prices for the ADSs on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Issuer for this purpose.

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Execution Version

“Ordinary Shares” means class A ordinary shares of the Issuer, par value US$0.00001 per ordinary share, as of the date of this Note,

“Trading Day” means a day on which (a) trading in the ADSs (or other Issuer security for which a closing sale price must be determined) generally occurs on the NASDAQ or, if the ADSs (or such other security) are not then listed on the NASDAQ, on the principal other U.S. national or regional securities exchange on which the ADSs (or such other security) are then listed or, if the ADSs (or such other security) are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the ADSs (or such other security) are then traded and (b) a Last Reported Sale Price for the ADSs (or closing sale price for such other security) is available on such securities exchange or market; provided that if the ADSs (or such other security) are not so listed or traded.

(b) Mandatory Conversion. The Issuer may at its option, upon the delivery of a mandatory conversion notice to the Holder (the “Mandatory Conversion Notice”, require the Holder to convert all the outstanding principal amount and all the accrued but unpaid Applicable Share Interest as of the delivery date of a Mandatory Conversion Notice (the “Mandatory Conversion Date”) into the ADSs at the applicable Mandatory Conversion Price, which subject to adjustment pursuant to Section 8 of this Note, shall be US$[insert the price calculated as seventy percent (70)% of the 15-Trading Day average closing price as of the Mandatory Conversion Date].

(c) Mechanics and Effect of Conversion. No fractional ADSs of the Issuer will be issued upon Conversion of this Note. In lieu of any fractional ADS to which the Holder would otherwise be entitled, the Issuer will pay to the Holder in cash the amount of the unconverted principal or on this Note that would otherwise be converted into such fractional ADSs. Upon Conversion of this Note pursuant to this Section 3, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Issuer or any transfer agent of the Issuer. At its expense, the Issuer will, as soon as practicable thereafter, issue and deliver to the Holder a certificate or certificates for the number of ADSs to which the Holder is entitled upon such Conversion, together with any check payable to the Holder for any cash amounts payable as described herein. Upon Conversion or repayment of this Note, the Issuer will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to the principal amount and accrued interest being converted or repaid including without limitation the obligation to pay the principal amount and accrued interest. The Holder hereby agrees to execute and deliver documents or information that may be required by applicable law, regulation or depositary procedures relating to the purchase, sale or delivery of the ADSs.

(d) Notwithstanding the foregoing, if a Conversion Date or transfer in respect of this Note would otherwise fall during a period in which the register of ADSs of the depositary is closed generally or for the purpose of establishing entitlement to any distribution or other rights attaching to the ADSs (a “Book Closure Period”), such Conversion Date or transfer date will be postponed to the first Trading Day following the expiry of such Book Closure Period.

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Execution Version

(e) For the avoidance of doubt, the Holder hereby acknowledges and agrees that it has not been conferred with any of the rights of a shareholder of the Issuer, including the right to vote as such, by any of the provisions hereof or any right (a) to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, (b) to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of par value, or change of shares to no par value, consolidation, merger, scheme of arrangement, conveyance, or otherwise), (c) to receive notice of meetings or to receive in-kind dividends or subscription rights or otherwise, and that it will have no such rights until this Note will have been converted in whole and all ADSs issuable upon the whole conversion hereof will have been issued, as provided for in this Note.”

2. Effectiveness and Counterparts. This Amendment No. 1 shall become effective as of the date hereof upon execution by the parties hereto and shall be attached to the Note Certificate issued on July 29, 2020. This Amendment No. 1 may be executed in any number of counterparts, each of which shall constitute an original but both of which when taken together shall constitute but one agreement.

3. Governing Law. This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws, provisions thereof that would otherwise require the application of the law of any other jurisdiction.

4. Amendments. Except as specifically amended hereby, the Note shall continue in full force and effect in accordance with the provisions thereof. All references in any other agreement or document to the Note shall, on and after the date hereof, be deemed to refer to the Note as amended hereby. Any certificate evidencing the Note to be issued subsequent to the date hereof shall include Section 3 of the Note as amended hereby.

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Execution Version

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment No. 1 as of the date first above written.

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Exhibit 99.3

Execution Version

AMENDMENT NO. 1 TO Q&K WARRANT TO PURCHASE ADSs

DATED JULY 29, 2020

Amendment No. 1 dated May 25, 2022 (“Amendment No. 1”) to the Q&K Warrant to Purchase ADSs dated July 29, 2020 (the “Warrant”) issued by Q&K International Group Limited, a Cayman Islands company (the “Issuer”) to Veneto Holdings Ltd. (such party and any permitted transferee, in whole or in part, a “Holder”), pursuant to, and in accordance with, the Convertible Notes and Warrant Purchase Agreement, dated July 22, 2020 by and among the Company and the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Warrant.

RECITALS

WHEREAS, Section 16 of the Warrant provides that the amendment of any term of the Warrant will be subject to the written consent of the Issuer and the Holder; and

WHEREAS, the Issuer and the Holder have agreed, consistent with the provisions of Section 16 of the Warrant, to amend the Warrant as set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Issuer and the Holder (each a “party” and collectively the “parties”) hereby agree as follows:

1. Amendment to Section 2. Section 2 of the Warrant is hereby deleted in its entirety and replaced to read as follows:

“SECTION 2 Expiration

This Warrant shall expire and have no further effect on the earlier of (x) July 29, 2025, and (y) on or before the closing of the mandatory or optional conversion of the Note (the “Expiration Date”). Subject to the terms of this Warrant, the Holder may exercise in full or in part this Warrant at its sole discretion at any time on or before the Expiration Date.”

2. Effectiveness and Counterparts. This Amendment No. 1 shall become effective as of the date hereof upon execution by the parties hereto and shall be attached to the Warrant issued on July 29, 2020. This Amendment No. 1 may be executed in any number of counterparts, each of which shall constitute an original but both of which when taken together shall constitute but one agreement.

3. Governing Law. This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws, provisions thereof that would otherwise require the application of the law of any other jurisdiction.

4. Amendments. Except as specifically amended hereby, the Warrant shall continue in full force and effect in accordance with the provisions thereof. All references in any other agreement or document to the Warrant shall, on and after the date hereof, be deemed to refer to the Warrant as amended hereby.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment No. 1 as of the date first above written.

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Exhibit 99.4

Execution Version

AMENDMENT NO. 1 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE

AGREEMENT DATED JULY 22, 2020

Amendment No. 1 dated May 25, 2022 (“Amendment No. 1”) to the Convertible Notes and Warrant Purchase Agreement dated July 22, 2020 (the “Purchase Agreement”) by and among Veneto Holdings Ltd., a company organized and existing under the laws of Cayman Islands (“Purchaser”) and Q&K International Group Limited, a Cayman Islands company (the “Issuer”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

RECITALS

WHEREAS, Section 12(g) of the Purchase Agreement provides that the amendment of any term of the Purchase Agreement will be subject to the written consent of the Issuer and the Purchaser; and

WHEREAS, the Issuer and the Purchaser have agreed, consistent with the provisions of Section 12(g) of the Purchase Agreement, to amend the Purchase Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Issuer and the Purchaser (each a “party” and collectively the “parties”) hereby agree as follows:

1. Amendment to Section 2. Section 2 of the Purchase Agreement is hereby deleted in its entirety and replaced to read as follows:

“2. Issue of Warrants.

(a) Key Terms of Warrants. Subject to the terms and conditions of this Agreement and in consideration of the Purchaser’s purchase of the Initial Note and payment of the Initial Note Purchase Price, the Issuer agrees to issue the warrants to subscribe and purchase ADSs (the “Warrant”), substantially in the form attached to this Agreement as Exhibit B, with the following key terms and in accordance with the schedule of issuance below:

(i) The exercise price per ADS under each Warrant, subject to adjustment as described in the Warrant shall be one hundred and ten percent (110)% of the 60-Trading Day VWAP (as defined in the Warrant) of the ADSs as of the issuance date of such Warrant (the “Exercise Price”).

(ii) The exercise period of each Warrant shall be the shorter of (x) five (5) years after the issuance date of such Warrant, and (y) on or before the closing of the mandatory or optional conversion of the Note.

(b) Schedule of Issuance. The Warrants shall be issued according to the following schedule:

(i) On the Initial Closing Date, the Issuer shall issue to the Purchaser Warrant to purchase at the Exercise Price such number of ADSs equal to 4% of the Initial Note Purchase Price divided by the Exercise Price; and

(ii) On the first anniversary of the Initial Closing Date, the Issuer shall issue to the Holder of the Note as of such first anniversary date Warrant to purchase at the Exercise Price such number of ADSs equal to 4% of the total outstanding principal amount of the Notes owned by such Holder as of such first anniversary date divided by the Exercise Price.

Under this Agreement, Holder refers to the holder of the Note as registered in the records the Issuer.”

2. Amendment to Exhibit B to the Purchase Agreement. Section 2 of the Purchase Agreement is hereby deleted in its entirety and replaced to read as follows:

“SECTION 2 Expiration

This Warrant shall expire and have no further effect on the earlier of (x) July 29, 2025, and (y) on or before the closing of the mandatory or optional conversion of the Note (the “Expiration Date”). Subject to the terms of this Warrant, the Holder may exercise in full or in part this Warrant at its sole discretion at any time on or before the Expiration Date.”

3. Effectiveness and Counterparts. This Amendment No. 1 shall become effective as of the date hereof upon execution by the parties hereto. This Amendment No. 1 may be executed in any number of counterparts, each of which shall constitute an original but both of which when taken together shall constitute but one agreement.

4. Governing Law. This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws, provisions thereof that would otherwise require the application of the law of any other jurisdiction.

5. Amendments. Except as specifically amended hereby, the Purchase Agreement shall continue in full force and effect in accordance with the provisions thereof. All references in any other agreement or document to the Purchase Agreement shall, on and after the date hereof, be deemed to refer to the Purchase Agreement as amended hereby.

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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment No. 1 as of the date first above written.

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Exhibit 99.5

CONVERSION NOTICE

May 25, 2022

To: Q&K International Group Limited (the “Company”)

RE: CONVERTIBLE NOTE DATED JULY 29. 2020, AS AMENDED PURSUANT TO AMENDMENT NO. 1 DATED MAY 25, 2022 (the “Note”)

The undersigned Holder of the Note hereby irrevocably elects to convert US$9,202,720 representing the entire principal amount and the Applicable Share Interest of the Note into 2,191,489,050 Class A Ordinary Shares of the Company pursuant to the conditions set forth in such Note.

Date of Conversion: May 25, 2022

We desire all of such Class A Ordinary Shares to be registered in our name.

We represent that the undersigned Holder of the Note and any person for which the Holder is holding on behalf of (i) is not a U.S. person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act and (ii) has held the Note for more than 40 days.

We further represent that the undersigned Holder of the Note and any person for which the Holder is holding on behalf of is: [check relevant boxes]

☐  Yes        ☐  No

☐  Yes        ☐  No

☐  Yes        ☐  No

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