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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
HELLO GROUP INC. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
423403104 (CUSIP Number) |
Cathy Hui Peng 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street Beijing, F4, 100102 86-10-5731-0567 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/22/2025 (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
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
Yan Tang | ||||||||
| 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)
PF, 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
91,242,115.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 7 and 11: Represents (i) 32,182,233 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, (iii) 40,182,233 Class B ordinary shares held by Prospera Investment Holding Limited, and (iv) 10,877,649 Class A ordinary shares that Mr. Tang is entitled to acquire within 60 days from September 22, 2025 upon exercise of share options held by him under the Issuer's share incentive plans. Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust. New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust. Prospera Investment Holding Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Ms. Zhang through a family trust. Ms. Zhang is the spouse of Mr. Tang. Pursuant to the power of attorney and proxy granted by Prospera Investment Holding Limited, Mr. Tang holds sole voting power over the ordinary shares and any other shares or securities issued or distributed to Prospera Investment Holding Limited. The restructuring of the shareholdings as set forth in the Statement was effected for estate planning purposes.
Note to 9: Represents (i) 32,182,233 Class B ordinary shares held by Gallant Future Holdings Limited, (ii) 8,000,000 Class B ordinary shares held by New Heritage Global Limited, and (iii) 10,877,649 Class A ordinary shares that Mr. Tang is entitled to acquire within 60 days from September 22, 2025 upon exercise of share options held by him under the Issuer's share incentive plans.
Note to 13: The percentage calculation is based on a total of 318,881,690 ordinary shares outstanding as of June 30, 2025, including 80,364,466 Class B ordinary shares and 238,517,224 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
Sichuan Zhang | ||||||||
| 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)
AF, 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
40,598,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 7: Represents 416,366 Class A ordinary shares that Ms. Zhang is entitled to acquire within 60 days from September 22, 2025 upon exercise of share options held by her under the Issuer's share incentive plans.
Note to 9 and 11: Represents (i) 40,182,233 Class B ordinary shares held by Prospera Investment Holding Limited, and (ii) 416,366 Class A ordinary shares that Ms. Zhang is entitled to acquire within 60 days from September 22, 2025 upon exercise of share options held by her under the Issuer's share incentive plans. Ms. Zhang is the spouse of Mr. Tang. Pursuant to the power of attorney and proxy granted by Prospera Investment Holding Limited, Mr. Tang holds sole voting power over the ordinary shares and any other shares or securities issued or distributed to Prospera Investment Holding Limited. The restructuring of the shareholdings as set forth in the Statement was effected for estate planning purposes.
Note to 13: The percentage calculation is based on a total of 318,881,690 ordinary shares outstanding as of June 30, 2025, including 80,364,466 Class B ordinary shares and 238,517,224 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
Gallant Future Holdings 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)
WC, 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
32,182,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7, 9 and 11: Represents 32,182,233 Class B ordinary shares held by Gallant Future Holdings Limited. Gallant Future Holdings Limited is incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust.
Note to 13: The percentage calculation is based on a total of 318,881,690 ordinary shares outstanding as of June 30, 2025, including 80,364,466 Class B ordinary shares and 238,517,224 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
New Heritage Global 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)
WC, 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
8,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7, 9 and 11: Represents 8,000,000 Class B ordinary shares held by New Heritage Global Limited. New Heritage Global Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Mr. Tang through a family trust.
Note to 13: The percentage calculation is based on a total of 318,881,690 ordinary shares outstanding as of June 30, 2025, including 80,364,466 Class B ordinary shares and 238,517,224 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| CUSIP No. | 423403104 |
| 1 |
Name of reporting person
Prospera Investment Holding 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)
WC, 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
40,182,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 9 and 11: Represents 40,182,233 Class B ordinary shares held by Prospera Investment Holding Limited. Prospera Investment Holding Limited is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Ms. Zhang through a family trust. Pursuant to the power of attorney and proxy granted by Prospera Investment Holding Limited, Mr. Tang holds sole voting power over the ordinary shares and any other shares or securities issued or distributed to Prospera Investment Holding Limited.
Note to 13: The percentage calculation is based on a total of 318,881,690 ordinary shares outstanding as of June 30, 2025, including 80,364,466 Class B ordinary shares and 238,517,224 Class A ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (b) | Name of Issuer:
HELLO GROUP INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Beijing,
CHINA
, 100102. | |
Item 1 Comment:
This statement on Schedule 13D constitutes Amendment No.7 solely for, and only to the extent it relates to, Yan Tang ("Mr. Tang"), Sichuan Zhang ("Ms. Zhang"), Gallant Future Holdings Limited ("Gallant Future"), New Heritage Global Limited ("New Heritage") and Prospera Investment Holding Limited ("Prospera Investment", together with Mr. Tang, Ms. Zhang, Gallant Future and New Heritage, the "Reporting Persons") to the Schedule 13D initially filed with the U.S. Securities and Exchange Commission on behalf of each of Mr. Tang, Ms. Zhang, Gallant Future, Matrix Partners China II Hong Kong Limited ("Matrix HK"), Matrix Partners China II, L.P. ("Matrix China II"), Matrix Partners China II-A, L.P. ("Matrix China II-A"), Matrix China Management II, L.P. ("Matrix Management"), Matrix China II GP GP, Ltd. ("Matrix GP", together with Matrix HK, Matrix China II, Matrix China II-A and Matrix Management, the "Matrix Funds") and Yibo Shao ("Mr. Shao") on July 6, 2015, as amended by Amendment No. 1 filed on April 6, 2016 and Amendment No. 2 filed on August 23, 2016 on behalf of Mr. Tang, Ms. Zhang, Gallant Future, the Matrix Funds, Mr. Shao, Rich Moon Limited, Yunfeng Fund II, L.P., Yunfeng Moon Co-invest, L.P., Yunfeng Investment II, L.P., Yunfeng Moon Co-Invest GP, Ltd., Yunfeng Investment GP II, Ltd. and Feng Yu, and as amended by Amendment No.3 filed on April 26, 2017 and Amendment No.4 filed on May 19, 2017 on behalf of Mr. Tang, Ms. Zhang and Gallant Future, and as amended by Amendment No.5 filed on May 18, 2018 on behalf of Mr. Tang, Ms. Zhang, Gallant Future and New Heritage, and as further amended by Amendment No.6 filed on April 15, 2025 on behalf of Mr. Tang, Ms. Zhang, Gallant Future and New Heritage (the initial filing, together with Amendment No.1, Amendment No.2, Amendment No.3, Amendment No.4, Amendment No.5 and Amendment No.6, the "Statement"), in each case with respect to the Class A ordinary shares, par value $0.0001 per share of Hello Group Inc., a Cayman Islands company (the "Issuer"). This statement does not modify any of the information previously reported on the Statement or any of the information reported by any Reporting Persons (as defined in the applicable Statement) other than the Reporting Persons. Except as provided herein, this statement does not modify any of the information previously reported on the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Yan Tang, Sichuan Zhang, Gallant Future Holdings Limited, New Heritage Global Limited, Prospera Investment Holding Limited | |
| (b) | Yan Tang: 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 1 00102, People's Republic of China
Sichuan Zhang: 71 Robinson Road, 05-04, Singapore 068895
Gallant Future Holdings Limited: 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of China
New Heritage Global Limited: 20th Floor, Block B, Tower 2, Wangjing SOHO, No. 1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of China
Prospera Investment Holding Limited: Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands | |
| (c) | Mr. Tang is the co-founder, chairman of board of directors and chief executive officer of the Issuer. Ms. Zhang is the director and chief operating officer of the Issuer and the spouse of Mr. Tang. Each of Mr. Tang and Ms. Zhang is a PRC citizen. Gallant Future, New Heritage and Prospera Investment are principally investment holding vehicles. Both Gallant Future and New Heritage are companies organized and existing under the laws of the British Virgin Islands, and are wholly beneficially owned by Mr. Tang through a family trust. Prospera Investment is a limited company incorporated in the British Virgin Islands and is wholly beneficially owned by Ms. Zhang through a family trust. The principal business address of each of Mr. Tang, Gallant Future and New Heritage is 20th Floor, Block B, Tower 2, Wangjing SOHO, No.1 Futongdong Street, Chaoyang District, Beijing 100102, People's Republic of China. The principal business address of Ms. Zhang is 71 Robinson Road, 05-04, Singapore 068895. The principal business address of Prospera Investment is Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. | |
| (d) | No | |
| (e) | No | |
| (f) | Yan Tang - The People's Republic of China, Sichuan Zhang - The People's Republic of China, Gallant Future Holdings Limited - British Virgin Islands, New Heritage Global Limited - British Virgin Islands, Prospera Investment Holding Limited - British Virgin Islands | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Statement. | |
| (b) | See Item 5(a) above | |
| (c) | Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ordinary shares during the past 60 days. | |
| (d) | Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by the following:
On September 22, 2025, Gallant Future and Prospera Investment entered into an Instrument of Transfer, pursuant to which Gallant Future agreed to transfer 40,182,233 Class B ordinary shares to Prospera Investment in consideration of nil.
On September 22, 2025, Prospera Investment grants Mr. Tang full authority, among others, to represent Prospera Investment and vote in the name of Prospera Investment in respect of the shares of the Issuers beneficially owned by Prospera Investment, and any other shares or securities issued or distributed in respect thereto at any time and from time to time as may be adjusted.
The description of the above Instruments of Transfer and power of attorney and proxy is qualified in its entirety by reference to the full text of each of such agreements, a copy of which is filed by the Reporting Person as exhibits to this Statement.
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
99.1 Joint Filing Agreement, dated September 22, 2025, by and among the Reporting Persons
99.2 Instrument of Transfer, dated September 22, 2025, by and between Gallant Future Holdings Limited and Prospera Investment Holding Limited
99.3 Power of Attorney and Proxy, dated September 22, 2025, granted by Prospera Investment Holding Limited | ||
| 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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