Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Hesai Group (Name of Issuer) |
Class B ordinary shares, par value of $0.0001 per share (Title of Class of Securities) |
G4417G106 (CUSIP Number) |
Kai Sun 10th Floor, Building A, No. 658 Zhaohua Road, Changning District Shanghai, F4, 200050 8621-3158-8240 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/24/2025 (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.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | G4417G106 |
| 1 |
Name of reporting person
Kai Sun | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,163,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row (8) and (11) - On April 24, 2025, Dr. Yifan Li, Dr. Kai Sun and Mr. Shaoqing Xiang entered into a Deed of Concert Party Arrangement (the "Deed"). Pursuant to the Deed, the parties agree to consult with each other and to exercise all voting rights and other powers of control available unanimously in relation to resolutions of the Issuer proposed to be passed. Based on the above, Dr. Kai Sun is deemed to have shared voting power over (i) 9,228,622 Class A ordinary shares held by Fermat Star Limited, and (ii) 17,770,239 Class A ordinary shares and 165,031 Class B ordinary shares in which Dr. Kai Sun is entitled to voting power pursuant to the Deed, including (a) 8,879,636 Class A ordinary shares held by ALBJ Limited, a company limited by shares incorporated in British Virgin Islands wholly owned by Asian LBJ Limited, which is wholly owned by Dr. Yifan Li, (b) 8,890,603 Class A ordinary shares held by Galbadia Limited, a company limited by shares incorporated in British Virgin Islands and wholly owned by Balamb Limited, which is wholly owned by Mr. Shaoqing Xiang, and (c) 165,031 Class B ordinary shares in the form of ADSs beneficially owned by Mr. Shaoqing Xiang. Note to Row (9) - Represents 9,228,622 Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands. Fermat Star Limited is and wholly owned by Rock Ocean Limited, which is wholly owned by Dr. Kai Sun. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dr. Kai Sun may be deemed to beneficially own all of the shares of the Issuer owned by Fermat Star Limited. The registered address of Fermat Star Limited is Ritter House, Wic
khams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Note to Row (13) - Calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer's issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of March 31, 2025. Each Class B ordinary share is entitled to one vote per share and each Class A ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote.
SCHEDULE 13D
|
| CUSIP No. | G4417G106 |
| 1 |
Name of reporting person
Fermat Star Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,228,622.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row (8), (9) and (11) - Represents 9,228,622 Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands. Note to Row (13) - Calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer's issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of March 31, 2025. Each Class B ordinary share is entitled to one vote per share and each Class A ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class B ordinary shares, par value of $0.0001 per share |
| (b) | Name of Issuer:
Hesai Group |
| (c) | Address of Issuer's Principal Executive Offices:
10th Floor, Building A, No. 658 Zhaohua Road, Changning District, Shanghai,
CHINA
, 200050. |
| Item 2. | Identity and Background |
| (a) | Kai Sun Fermat Star Limited |
| (b) | Kai Sun 10th Floor, Building A No. 658 Zhaohua Road, Changning District Shanghai 200050 People's Republic of China Fermat Star Limited Ritter House, Wickhams Cay II PO Box 3170, Road Town Tortola VG1110, British Virgin Islands |
| (c) | Kai Sun is the Co-Founder, Director and Chief Scientist of the Issuer, whose address is 10th Floor, Building A, No. 658 Zhaohua Road, Changning District, Shanghai 200050, People's Republic of China. |
| (d) | No. |
| (e) | No. |
| (f) | Kai Sun -- People's Republic of China Fermat Star Limited -- British Virgin Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
The securities were acquired other than by purchase. On April 24, 2025, Dr. Yifan Li, Dr. Kai Sun and Mr. Shaoqing Xiang entered into a Deed of Concert Party Arrangement (the "Deed"). Pursuant to the Deed, the parties agree to consult with each other and to exercise all voting rights and other powers of control available unanimously in relation to resolutions of the Issuer proposed to be passed. Based on the above, Dr. Kai Sun is deemed to have shared voting power over (i) 9,228,622 Class A ordinary shares held by Fermat Star Limited, and (ii) 17,770,239 Class A ordinary shares and 165,031 Class B ordinary shares in which Dr. Kai Sun is entitled to voting power pursuant to the Deed, including (a) 8,879,636 Class A ordinary shares held by ALBJ Limited, a company limited by shares incorporated in British Virgin Islands wholly owned by Asian LBJ Limited, which is wholly owned by Dr. Yifan Li, (b) 8,890,603 Class A ordinary shares held by Galbadia Limited, a company limited by shares incorporated in British Virgin Islands and wholly owned by Balamb Limited, which is wholly owned by Mr. Shaoqing Xiang, and (c) 165,031 Class B ordinary shares in the form of ADSs beneficially owned by Mr. Shaoqing Xiang. The Deed is filed as Exhibit 2 hereto. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 is hereby incorporated by reference in its entirety. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions of this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. |
| (c) | Dr. Kai Sun, through Fermat Star Limited, sold certain Class B ordinary shares of the Issuer in the form of ADSs (each representing one Class B ordinary share) in the past 60 days: (i) on March 13, 2025, 430,000 ADSs were sold at a weighted average price per ADS of US$20.9; (ii) on March 14, 2025, 277,331 ADSs were sold at a weighted average price per ADS of US$20.7; (iii) on March 17, 2025, 180,994 ADSs were sold at a weighted average price per ADS of US$21.6; (iv) on March 18, 2025, 30,000 ADSs were sold at a weighted average price per ADS of US$22.5; (v) on March 19, 2025, 95,000 ADSs were sold at a weighted average price per ADS of US$20.9; and (vi) on March 20, 2025, 15,000 ADSs were sold at a weighted average price per ADS of US$20.1. These transactions were effected in the open market. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3 is hereby incorporated by reference in its entirety. Other than as described in this Item 6, the Reporting Person does not have any other contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
1 - Joint Filing Agreement dated April 30, 2025 by and among the Reporting Persons 2 - Deed of Concert Party Arrangement dated April 24, 2025 among Yifan Li, Kai Sun and Shaoqing Xiang |
| 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.
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