New insider Dong Jun claimed ownership of 8,500,000 units of Class A Ordinary Shares (SEC Form 3)
$JF
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/16/2026 |
3. Issuer Name and Ticker or Trading Symbol
J & Friends Holdings Ltd [ JF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Ordinary Shares | 8,500,000 | I | See footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Share Option (right to buy) | (2) | 07/01/2028 | Class A Ordinary Shares | 1,560,000 | $0.0001(3) | D | |
| Class B Ordinary Shares | (4) | (4) | Class A Ordinary Shares | 9,948,795 | (4) | I | See footnote(1) |
| Class B Ordinary Shares | (4) | (4) | Class A Ordinary Shares | 32,490,725 | (4) | I | See footnote(5) |
| Explanation of Responses: |
| 1. Shares are held of record by Flamel Enterprises Ltd ("Flamel"). The Reporting Person is the sole director, officer, and shareholder of Flamel and holds sole voting and dispositive power over the shares. |
| 2. All shares subject to the option have become vested and exercisable. |
| 3. The Exercise Price is $0.000125. |
| 4. Each share of Class B Ordinary Shares is convertible at the option of the Reporting Person into one share of Class A Ordinary Shares and has no expiration date. |
| 5. Shares are held of record by Genius Hub Limited ("Genius Hub"), an entity wholly owned and controlled by Coastal Hero Limited, a company incorporated under the laws of the British Virgin Islands ("CHL"). CHL is controlled by Genesis Trust ("Trust"), a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Dong is the settlor of the Trust, and Mr. Dong and his family members are the Trust's beneficiaries. Under the terms of the Trust, Mr. Dong may be deemed to have the voting and dispositive power over the Issuer's shares held by the Genius Hub. The Reporting Person disclaims beneficial ownership of the securities held by he Genius Hub except to the extent of his pecuniary interest therein. |
| /s/ Jun Dong | 03/16/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||