Amendment: SEC Form SCHEDULE 13G/A filed by Hesai Group
$HSAI
Industrial Machinery/Components
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Hesai Group (Name of Issuer) |
Class B ordinary shares, US$0.0001 par value per share (Title of Class of Securities) |
428050108 (CUSIP Number) |
09/30/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Lightspeed China Partners III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,234,448.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9: Represents (i) 1,600,000 Class B ordinary shares directly held by Lightspeed China Partners III, L.P., and (ii) 1,634,448 ADSs, each representing one Class B ordinary share, owned by Lightspeed China Partners III, L.P.
Row 11: Based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Lightspeed China Partners Select I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,751,282.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9: Represents (i) 880,000 Class B ordinary shares directly held by Lightspeed China Partners Select I L.P., and (ii) 871,282 ADSs, each representing one Class B ordinary share, owned by Lightspeed China Partners Select I L.P.
Row 11: Based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Guangyi HS Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
171,795.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 6, 8 and 9: Represents 171,795 Class B ordinary shares directly held by Guangyi HS Holding Limited.
Row 11: Based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025.
SCHEDULE 13G
|
| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Lightspeed China Partners III GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,234,448.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 6, 8 and 9: Represents 3,234,448 Class B ordinary shares indirectly owned by Lightspeed China Partners III GP, LLC. Lightspeed China Partners III GP, LLC is the general partner of Lightspeed China Partners III, L.P., which owned 3,234,448 Class B ordinary shares as of September 30, 2025.
Row 11: Based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025.
SCHEDULE 13G
|
| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Lightspeed China Partners Select I GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,751,282.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 6, 8 and 9: Represents 1,751,282 Class B ordinary shares indirectly owned by Lightspeed China Partners Select I GP, LLC. Lightspeed China Partners Select I GP, LLC is the general partner of Lightspeed China Partners Select I, L.P., which owned 1,751,282 Class B ordinary shares as of September 30, 2025.
Row 11: Based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
James Qun Mi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,492,865.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 6, 8 and 9: Represents (i) 1,617,224 Class B ordinary shares indirectly owned by James Qun Mi through Lightspeed China Partners III, L.P., and (ii) 875,641 Class B ordinary shares indirectly owned by James Qun Mi through Lightspeed China Partners Select I, L.P. Lightspeed China Partners III, L.P. and Lightspeed China Partners Select I, L.P. owned 3,234,448 and 1,751,282 Class B ordinary shares as of September 30, 2025. Lightspeed China Partners III GP, LLC is the general partner of Lightspeed China Partners III, L.P., and Lightspeed China Partners Select I GP, LLC is the general partner of Lightspeed China Partners Select I, L.P. James Qun Mi has 50% voting power of each of Lightspeed China Partners III GP, LLC and Lightspeed China Partners Select I GP, LLC.
Row 11: Based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | 428050108 |
| 1 | Names of Reporting Persons
Aibao Chai | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
85,897.50 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 6, 8 and 9: Represents 85,897.5 Class B ordinary shares indirectly owned by Aibao Chai through Guangyi HS Holding Limited. Guangyi HS Holding Limited owned 171,795 Class B ordinary shares as of September 30, 2025. Aibao Chai holds 50% controlling power of Guangyi HS Holding Limited.
Row 11: Based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Hesai Group | |
| (b) | Address of issuer's principal executive offices:
10th Floor, Building A No. 658 Zhaohua Road, Changning District Shanghai, F4, 200050 | |
| Item 2. | ||
| (a) | Name of person filing:
Lightspeed China Partners III, L.P.
Lightspeed China Partners Select I, L.P.
Guangyi HS Holding Limited
Lightspeed China Partners III GP, LLC
Lightspeed China Partners Select I GP, LLC
James Qun Mi
Aibao Chai
(Collectively, the "Reporting Persons")
The general partner of Lightspeed China Partners III, L.P. is Lightspeed China Partners III GP, LLC. The general partner of Lightspeed China Partners Select I, L.P. is Lightspeed China Partners Select I GP, LLC. James Qun Mi has 50% of the voting power of each of Lightspeed China Partners III GP, LLC and Lightspeed China Partners Select I GP, LLC. Aibao Chai holds 50% of the controlling power of Guangyi HS Holding Limited.
This Amendment No. 1 (this "Amendment") amends, in its entirety, the statement on Schedule 13G originally filed on February 14, 2024 by the Reporting Persons. This Amendment is being filed to disclose that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of the Issuer. This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for each Reporting Person. | |
| (b) | Address or principal business office or, if none, residence:
P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | |
| (c) | Citizenship:
Lightspeed China Partners III, L.P., Lightspeed China Partners Select I, L.P., Lightspeed China Partners III GP, LLC, Lightspeed China Partners Select I GP, LLC: Cayman Islands
Guangyi HS Holding Limited: British Virgin Islands
James Qun Mi: The United States
Aibao Chai: The People's Republic of China | |
| (d) | Title of class of securities:
Class B ordinary shares, US$0.0001 par value per share | |
| (e) | CUSIP No.:
428050108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(1) Lightspeed China Partners III, L.P.: 3,234,448
(2) Lightspeed China Partners Select I, L.P.: 1,751,282
(3) Guangyi HS Holding Limited: 171,795
(4) Lightspeed China Partners III GP, LLC: 3,234,448
(5) Lightspeed China Partners Select I GP, LLC: 1,751,282
(6) James Qun Mi: 2,492,865
(7) Aibao Chai: 85,897.5
Notes:
(1) Represents 1,600,000 Class B ordinary shares directly held by Lightspeed China Partners III, L.P. and 1,634,448 ADSs, each representing one Class B ordinary share, owned by Lightspeed China Partners III, L.P.
(2) Represents 880,000 Class B ordinary shares directly held by Lightspeed China Partners Select I, L.P. and 871,282 ADSs, each representing one Class B ordinary share, owned by Lightspeed China Partners Select I, L.P.
(3) Represents 171,795 Class B ordinary shares directly held by Guangyi HS Holding Limited.
(4) Represents 3,234,448 Class B ordinary shares indirectly owned by Lightspeed China Partners III GP, LLC. Lightspeed China Partners III GP, LLC is the general partner of Lightspeed China Partners III, L.P., which owned 3,234,448 Class B ordinary shares as of September 30, 2025.
(5) Represents 1,751,282 Class B ordinary shares indirectly owned by Lightspeed China Partners Select I GP, LLC. Lightspeed China Partners Select I GP, LLC is the general partner of Lightspeed China Partners Select I, L.P., which owned 1,751,282 Class B ordinary shares as of September 30, 2025.
(6) Represents (i) 1,617,224 Class B ordinary shares indirectly owned by James Qun Mi through Lightspeed China Partners III, L.P., and (ii) 875,641 Class B ordinary shares indirectly owned by James Qun Mi through Lightspeed China Partners Select I, L.P. Lightspeed China Partners III, L.P. and Lightspeed China Partners Select I, L.P. owned 3,234,448 and 1,751,282 Class B ordinary shares as of September 30, 2025. Lightspeed China Partners III GP, LLC is the general partner of Lightspeed China Partners III, L.P., and Lightspeed China Partners Select I GP, LLC is the general partner of Lightspeed China Partners Select I, L.P. James Qun Mi has 50% voting power of each of Lightspeed China Partners III GP, LLC and Lightspeed China Partners Select I GP, LLC.
(7) Represents 85,897.5 Class B ordinary shares indirectly owned by Aibao Chai through Guangyi HS Holding Limited. Guangyi HS Holding Limited owned 171,795 Class B ordinary shares as of September 30, 2025. Aibao Chai holds 50% controlling power of Guangyi HS Holding Limited. | |
| (b) | Percent of class:
(1) Lightspeed China Partners III, L.P.: 2.1%
(2) Lightspeed China Partners Select I, L.P.: 1.1%
(3) Guangyi HS Holding Limited: 0.1%
(4) Lightspeed China Partners III GP, LLC: 2.1%
(5) Lightspeed China Partners Select I GP, LLC: 1.1%
(6) James Qun Mi: 1.6%
(7) Aibao Chai: 0.1%
Note:
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 156,142,211 ordinary shares (consisting of 26,998,861 Class A ordinary shares and 129,143,350 Class B ordinary shares) issued and outstanding as of September 30, 2025. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
(1) Lightspeed China Partners III, L.P.: 3,234,448
(2) Lightspeed China Partners Select I, L.P.: 1,751,282
(3) Guangyi HS Holding Limited: 171,795
(4) Lightspeed China Partners III GP, LLC: 3,234,448
(5) Lightspeed China Partners Select I GP, LLC: 1,751,282
(6) James Qun Mi: 2,492,865
(7) Aibao Chai: 85,897.5 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(1) Lightspeed China Partners III, L.P.: 3,234,448
(2) Lightspeed China Partners Select I, L.P.: 1,751,282
(3) Guangyi HS Holding Limited: 171,795
(4) Lightspeed China Partners III GP, LLC: 3,234,448
(5) Lightspeed China Partners Select I GP, LLC: 1,751,282
(6) James Qun Mi: 2,492,865
(7) Aibao Chai: 85,897.5 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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Exhibit A: Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on February 14, 2024, by the reporting persons with the Securities and Exchange Commission) |