| 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)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Yuanbao Inc. [ YB ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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 | 7,102,172 | I | By Global Running Lion Limited(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 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 | ||||
| Option (Right to Buy) | (2) | 08/01/2030 | Class A ordinary share | 1,197,875 | $0.06 | D | |
| Option (Right to Buy) | (3) | 01/01/2031 | Class A ordinary share | 200,000 | $0.1 | D | |
| Option (Right to Buy) | (4) | 08/01/2031 | Class A ordinary share | 250,000 | $0.15 | D | |
| Option (Right to Buy) | (5) | 04/01/2033 | Class A ordinary share | 100,000 | $0.28 | D | |
| Option (Right to Buy) | (6) | 01/10/2034 | Class A ordinary share | 200,000 | $0.3 | D | |
| Option (Right to Buy) | (7) | 11/15/2034 | Class A ordinary share | 300,000 | $0.35 | D | |
| Option (Right to Buy) | (8) | 04/01/2035 | Class A ordinary share | 120,000 | $0.4 | D | |
| Restricted Share Units | (9) | (9) | Class A ordinary share | 240,000 | (9) | D | |
| Explanation of Responses: |
| 1. Represents 7,102,172 Class A ordinary shares held by Global Running Lion Limited and beneficially owned by the Reporting Person. |
| 2. The options have become fully vested and exercisable on August 1, 2024. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising. |
| 3. The options have become fully vested and exercisable on January 1, 2025. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising. |
| 4. The options have become fully vested and exercisable on August 1, 2025. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising. |
| 5. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of April 1, 2024, April 1, 2025, April 1, 2026 and April 1, 2027, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising. |
| 6. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of November 1, 2024, November 1, 2025, November 1, 2026 and November 1, 2027, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising. |
| 7. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of October 1, 2025, October 1, 2026, October 1, 2027 and October 1, 2028, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising. |
| 8. The options vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of April 1, 2026, April 1, 2027, April 1, 2028 and April 1, 2029, respectively. Each Option entitles the holder to purchase one share of the Issuer's Class A ordinary share upon exercising. |
| 9. The RSUs vest in four installments of 15%, 25%, 30% and 30% of the total grant on each of November 20, 2026, November 20, 2027, November 20, 2028 and November 20, 2029, respectively. Each RSU represents a contingent right to receive one share of the Issuer's Class A ordinary share upon vesting. |
| /s/ Li Ying | 03/18/2026 | |
| ** 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. | ||
| * Form 3: SEC 1473 (03-26) | ||