UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hesai Group
(Name of Issuer)
Class B
ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
428050 108**
(CUSIP Number)
December 31,
2023
(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)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
**
CUSIP number 428050 108 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The
Nasdaq Global Select Market under the symbol “HSAI.” Each ADS represents
one Class B ordinary share of the Issuer. The CUSIP number of the Class B ordinary shares is G4417G 106.
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).
| 1 |
Name of Reporting Person
Kai Sun
|
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole Voting Power
10,256,947 (1)
|
| 6 |
Shared Voting Power
0
|
| 7 |
Sole Dispositive Power
10,256,947 (1)
|
| 8 |
Shared Dispositive Power
0
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,256,947 (1)
|
| 10 |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 |
Percent of Class Represented by Amount in Row (9)
7.9%. (2) Represents 25.6% of the total outstanding voting power. (3)
|
| 12 |
Type of Reporting Person
IN
|
(1) Represents (i) 10,234,631
Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands, and (ii) 22,316
Class B ordinary shares in the form of ADSs beneficially owned by Dr. Kai Sun. 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. Each Class A ordinary share is convertible into one Class B ordinary share. Class B ordinary
shares are not convertible into Class A ordinary shares under any circumstances. The registered address of Fermat Star Limited is
Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.
(2) The
percentage of the class of securities is 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 December 31,
2023.
(3) The
percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power beneficially
owned by all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31,
2023. 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.
| 1 |
Name of Reporting Person
Fermat Star Limited
|
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Place of Organization
British Virgin Islands
|
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power
10,234,631 (1)
|
| 6 |
Shared Voting Power
0
|
| 7 |
Sole Dispositive Power
10,234,631(1)
|
| 8 |
Shared Dispositive Power
0
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,234,631 (1)
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 |
Percent of Class Represented by Amount in Row (9)
7.9%. (2) Represents 25.6% of the total outstanding voting power. (3)
|
| 12 |
Type of Reporting Person
CO
|
(1) Represents 10,234,631
Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands. The registered
address of Fermat Star Limited is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.
(2) The
percentage of the class of securities is 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 December 31,
2023.
(3) The
percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power beneficially
owned by all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31,
2023. 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.
| Item 1(a). | Name of Issuer: |
Hesai Group (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
9th
Floor, Building L2-B
1588 Zhuguang Road, Qingpu District
Shanghai
201702
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Kai Sun
Fermat Star Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Kai
Sun
9th Floor, Building L2-B
1588 Zhuguang Road, Qingpu District
Shanghai
201702
People’s Republic of China
Fermat Star Limited
Ritter House, Wickhams Cay II
PO Box 3170, Road Town
Tortola VG1110, British Virgin Islands
Kai Sun — People’s Republic of China
Fermat Star Limited — British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value of $0.0001 per share,
and Class B ordinary shares, par value of $0.0001 per share, of the Issuer.
The
Issuer’s ordinary shares consist of Class A ordinary shares, par value of $0.0001 per share, and Class B ordinary shares,
par value of $0.0001 per share. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for
voting and conversion rights. Each Class A ordinary share is convertible at the option of the holder at any time into one Class B
ordinary share. Class B ordinary share are
not convertible into Class A ordinary share under any circumstance. Each Class A
ordinary share is entitled to ten votes per share, whereas each Class B ordinary share is entitled to one vote per share.
428050 108
This
CUSIP number applies to the ADSs, with every ADS representing one Class B ordinary share. The CUSIP number of the Class B
ordinary shares is G4417G 106.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing
is a: |
Not applicable
The following information with respect to the ownership
of the shares of the Issuer by each of the reporting persons is provided as of December 31, 2023:
| | |
Amount
beneficially
owned | | |
Percent
of
class | | |
Percent
of
aggregate
voting power: | | |
Sole
power to
vote or direct
the vote | | |
Shared power
to vote or to
direct the vote | | |
Sole
power to
dispose or to
direct the
disposition of | | |
Shared
power
to dispose or
to direct the
disposition of | |
| Kai
Sun | |
| 10,256,947 | (1) | |
| 7.9% | (2) | |
| 25.6% | (3) | |
| 10,256,947 | (1) | |
| 0 | | |
| 10,256,947 | (1) | |
| 0 | |
| Fermat
Star Limited | |
| 10,234,631 | (4) | |
| 7.9% | (2) | |
| 25.6% | (3) | |
| 10,234,631 | (4) | |
| 0 | | |
| 10,234,631 | (4) | |
| 0 | |
| (1) | Represents (i) 10,234,631 Class A ordinary shares held by Fermat Star
Limited, a company limited by shares incorporated in British Virgin Islands, and (ii) 22,316 Class B ordinary shares in the
form of ADSs beneficially owned by Dr. Kai Sun. 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. |
| (2) | The percentage of class of securities beneficially owned by the reporting persons is based on a total of 129,659,711 outstanding ordinary
shares, being the sum of 30,033,379 Class A ordinary shares and 99,626,332 Class B ordinary shares outstanding as of December 31,
2023 as a single class. The computation of the percentage ownership of the reporting persons included shares that the reporting persons
have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any
other security, after December 31, 2023. |
| (3) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting persons by the voting
power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as of December 31, 2023 as a single
class. Each Class A ordinary share is entitled to ten votes per share, whereas each Class B ordinary share is entitled to one
vote per share. |
| (4) | Represents 10,234,631 Class A ordinary shares held by Fermat Star Limited, a British Virgin
Islands company. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable
| Item 6. | Ownership of More than Five 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
Not applicable
LIST OF EXHIBITS
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:
February 7, 2024
| |
Kai
Sun |
| |
|
| |
/s/
Kai Sun |
| |
|
| |
Fermat Star Limited |
| |
|
| |
By: |
/s/
Kai Sun |
| |
Name: |
Kai
Sun |
| |
Title: |
Director |
Exhibit 99.1
EXHIBIT A
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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the Class B ordinary shares, par value of $0.0001 per share, of Hesai Group, a Cayman Islands company, 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.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of February 7, 2024.
| |
Kai Sun |
| |
|
| |
/s/ Kai Sun |
| |
|
| |
Fermat Star Limited |
| |
|
| |
By: |
/s/ Kai Sun |
| |
Name: |
Kai Sun |
| |
Title: |
Director |
Grafico Azioni Hesai (NASDAQ:HSAI)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Hesai (NASDAQ:HSAI)
Storico
Da Gen 2024 a Gen 2025
