|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Yuanbao Inc. (Name of Issuer) |
Class A ordinary shares (Title of Class of Securities) |
987910106 (CUSIP Number) |
04/30/2025 (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)
|
SCHEDULE 13G
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| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Northern Light Venture Fund V, 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
26,995,478.00 | ||||||||
| 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)
13.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 26,995,478 shares, except that Northern Light Partners V, L.P. ("DGP"), the general partner of Northern Light Venture Fund V, L.P. (NLVF V), and Northern Light Venture Capital V, Ltd. ("UGP"), the general partner of the DGP, may be deemed to have sole power to vote these shares, and Feng Deng ("Deng"), Yan Ke ("Ke") and Jeffrey D. Lee ("Lee"), the directors of the UGP, may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 26,995,478 shares, except that the DGP, the general partner of NLVF V, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Northern Light Strategic Fund V, 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
2,111,460.00 | ||||||||
| 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: Note to Row 5: 2,111,460 shares, except that the DGP, the general partner of Northern Light Strategic Fund V, L.P. ("NLSF V"), and the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 2,111,460 shares, except that the DGP, the general partner of NLSF V, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Northern Light Partners Fund V, 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
341,603.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 341,603 shares, except that the DGP, the general partner of Northern Light Partners Fund V, L.P. ("NLPF V"), and the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 341,603 shares, except that the DGP, the general partner of NLPF V, and the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Northern Light Partners V, 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
29,448,541.00 | ||||||||
| 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)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 5: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. The DGP, the general partner of NLVF V, NLSF V and NLPF V, may be deemed to have sole power to vote these shares, except that the UGP, the general partner of the DGP, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. The DGP, the general partner of each of NLVF V, NLSF V and NLPF V, may be deemed to have sole power to dispose of these shares, except that the UGP, the general partner of the DGP, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Northern Light Venture Capital V, Ltd. | ||||||||
| 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
29,448,541.00 | ||||||||
| 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)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Row 5: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. The UGP is the general partner of the DGP, the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have sole power to vote these shares, except the DGP, the general partner of each of NLVF V, NLSF V and NLPF V, may be deemed to have sole power to vote these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. The UGP is the general partner of the DGP, the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have sole power to dispose of such shares, except the DGP, the general partner of each of NLVF V, NLSF V and NLPF V, may be deemed to have sole power to dispose of these shares, and Deng, Ke and Lee, the directors of the UGP, may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Feng Deng | ||||||||
| 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
29,448,541.00 | ||||||||
| 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)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 5: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. Deng is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. Deng is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Yan Ke | ||||||||
| 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
29,448,541.00 | ||||||||
| 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)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 5: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. Ke is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. Ke is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Jeffrey D. Lee | ||||||||
| 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
29,448,541.00 | ||||||||
| 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)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 5: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. Lee is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have shared power to vote these shares.
Note to Row 6: See response to row 5.
Note to Row 7: 29,448,541 shares, of which 26,995,478 shares are beneficially owned by NLVF V, 2,111,460 shares are beneficially owned by NLSF V, and 341,603 shares are beneficially owned by NLPF V. Lee is a director of the UGP, the general partner of the DGP, which is the general partner of each of NLVF V, NLSF V and NLPF V, and may be deemed to have shared power to dispose of these shares.
Note to Row 8: See response to row 7.
Note to Row 11: This percentage is calculated based upon 194,348,706 shares of Class A ordinary outstanding of Yuanbao Inc. (the "Issuer") as of October 20, 2025, as provided by the Issuer.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Yuanbao Inc. | |
| (b) | Address of issuer's principal executive offices:
Building 2, No.8 Beichen West Road, Chaoyang District, Beijing, China, 100101 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by (i) Northern Light Venture Fund V, L.P., a Cayman Islands exempted limited partnership ("NLVF V"); (ii) Northern Light Strategic Fund V, L.P., a Cayman Islands exempted limited partnership ("NLSF V"); (iii) Northern Light Partners Fund V, L.P., a Cayman Islands exempted limited partnership ("NLPF V"); (iv) Northern Light Partners V, L.P., a Cayman Islands exempted limited partnership (the "DGP"); (v) Northern Light Venture Capital V, Ltd., a Cayman Islands exempted company (the "UGP"); (vi) Feng Deng ("Deng"), a citizen of the United States, (vii) Yan Ke ("Ke"), a citizen of the United States, and (viii) Jeffrey D. Lee ("Lee"), a citizen of the United States. The foregoing entities and individuals are collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
c/o Northern Light Venture Capital
2744 Sand Hill Road, Suite 100
Menlo Park, CA 94025 | |
| (c) | Citizenship:
NLVF V, NLSF V, NLPF V and the DGP are Cayman Islands exempted limited partnerships. The UGP is a Cayman Islands exempted company. Lee, Deng and Ke are United States citizens. | |
| (d) | Title of class of securities:
Class A ordinary shares | |
| (e) | CUSIP No.:
987910106 | |
| 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);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (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);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (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);
| |
| (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:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of each of NLVF V, NLSF V, NLPF V and the DGP, and the memorandum and articles of association of the UGP, the general partner and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner or director. | ||
| 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
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Ordinary shares of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: November 10, 2025
Northern Light Venture Capital V, Ltd.
By: /s/ Jeffrey D. Lee
Jeffrey D. Lee, Director
Northern Light Partners V, L.P.
By: Northern Light Venture Capital V, Ltd.,
Its General Partner
By: /s/ Jeffrey D. Lee
Jeffrey D. Lee, Director
Northern Light Venture Fund V, L.P.
By: Northern Light Partners V, L.P.,
Its General Partner
By: Northern Light Venture Capital V, Ltd.,
Its General Partner
By: /s/ Jeffrey D. Lee
Jeffrey D. Lee, Director
Northern Light Strategic Fund V, L.P.
By: Northern Light Partners V, L.P.,
Its General Partner
By: Northern Light Venture Capital V, Ltd.,
Its General Partner
By: /s/ Jeffrey D. Lee
Jeffrey D. Lee, Director
Northern Light Partners Fund V, L.P.
By: Northern Light Partners V, L.P.,
Its General Partner
By: Northern Light Venture Capital V, Ltd.,
Its General Partner
By: /s/ Jeffrey D. Lee
Jeffrey D. Lee, Director
/s/ Feng Deng
Feng Deng
/s/ Yan Ke
Yan Ke
/s/ Jeffrey D. Lee
Jeffrey D. Lee |