Founder proxy gives Yan Tang voting control after 40.2M Class B transfer

Rhea-AI Filing Summary

Hello Group Inc. reporting persons amended their Schedule 13D to disclose a restructuring of founder-related holdings and voting arrangements. The filing shows Yan Tang beneficially owns 91,242,115 ordinary shares (representing 28.6% of the class calculation) through a combination of direct holdings, family-trust-owned entities and options exercisable within 60 days. Sichuan Zhang beneficially owns 40,598,599 shares (12.7%). The filing states that 40,182,233 Class B shares were transferred to Prospera Investment Holding Limited and Prospera granted a power of attorney and proxy giving Mr. Tang sole voting authority over Prospera’s shares. The statement clarifies class structure: 80,364,466 Class B shares (10 votes each) and 238,517,224 Class A shares (1 vote each) underpin the percentage calculations.

The amendments are described as estate-planning related and do not disclose other transactions in the past 60 days. Copies of the transfer instrument and power of attorney are filed as exhibits.

Positive

• Clarifies voting control by documenting the proxy that centralizes voting with the founder, reducing ambiguity about who will vote Prospera’s shares
• Provides documentary exhibits (transfer instrument and power of attorney) enabling investors to review the full legal agreements
• Discloses option exercise amounts (10,877,649 Class A options attributable to Yan Tang; 416,366 to Sichuan Zhang) that affect near-term beneficial ownership

Negative

• Concentration of voting power as the proxy gives Yan Tang sole voting authority over a 40,182,233 Class B share block
• Economic consideration unclear beyond the statement that the transfer consideration was nil, which may raise questions about the transfer rationale and tax or governance implications
• Limited transaction transparency in the narrative—the full terms are only available in the exhibits rather than summarized in the filing

Insights

Corporate Governance Expert

TL;DR: Founders restructured shareholdings and centralized voting via proxy, formalizing control while labeling the move as estate planning.

This amendment documents a transfer of a large block of Class B shares to a spouse-controlled vehicle and a contemporaneous proxy granting Yan Tang sole voting power over those shares. That preserves and formalizes founder voting control under the dual-class structure (Class B: 10 votes each), without disclosing economic consideration for the transfer. From a governance perspective, the action consolidates voting authority and clarifies who will exercise votes at shareholder meetings. The filing states the purpose is estate planning and references exhibits for the full instruments, which are the appropriate places to review transfer mechanics and any limitations on the proxy.

Shareholder Rights / Securities Analyst

TL;DR: The amendment records a material intra-family transfer and a power-of-attorney that effectively keeps voting control with the CEO, altering beneficial ownership records but not daily operations.

The disclosed numbers show the reporting persons control a meaningful portion of outstanding equity under the share-count basis provided (over 28% beneficial for Yan Tang including options). The transfer of 40,182,233 Class B shares to Prospera and the proxy to Mr. Tang are material to investors because they impact voting outcomes despite being described as estate planning. The filing contains no purchases or sales in the last 60 days apart from the reported transfer and provides exhibits for further contract detail; economic terms of the transfer are shown as nil consideration in the description.

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:

7	Sole Voting Power 91,242,115.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 51,059,882.00
10	Shared Dispositive Power 0.00

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:

7	Sole Voting Power 416,366.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 40,598,599.00
10	Shared Dispositive Power 0.00

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:

7	Sole Voting Power 32,182,233.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 32,182,233.00
10	Shared Dispositive Power 0.00

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:

7	Sole Voting Power 8,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,000,000.00
10	Shared Dispositive Power 0.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 40,182,233.00
10	Shared Dispositive Power 0.00

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.

Yan Tang

Signature:	/s/ Yan Tang
Name/Title:	Yan Tang
Date:	09/23/2025

Sichuan Zhang

Signature:	/s/ Sichuan Zhang
Name/Title:	Sichuan Zhang
Date:	09/23/2025

Gallant Future Holdings Limited

Signature:	/s/ Yan Tang
Name/Title:	Director
Date:	09/23/2025

New Heritage Global Limited

Signature:	/s/ Yan Tang
Name/Title:	Director
Date:	09/23/2025

Prospera Investment Holding Limited

Signature:	/s/ Prudence Directors Limited
Name/Title:	Director
Date:	09/23/2025

FAQ

What percentage of Hello Group (MOMO) is Yan Tang reported to beneficially own?

The filing reports Yan Tang beneficially owns 91,242,115 ordinary shares, representing 28.6% of the class calculation used in the statement.

How many Class B shares were transferred and to whom?

The filing discloses an intra-group transfer of 40,182,233 Class B ordinary shares from Gallant Future to Prospera Investment Holding Limited.

Who holds the voting power for the shares owned by Prospera Investment?

Prospera granted a power of attorney and proxy that gives Yan Tang sole voting authority over Prospera’s shares and any securities issued or distributed in respect of them.

How does Hello Group’s dual-class structure affect these percentages?

The calculation is based on 318,881,690 ordinary shares outstanding (including 80,364,466 Class B shares with ten votes each and 238,517,224 Class A shares with one vote each), which affects voting influence versus simple share counts.

Are there recent share transactions by the reporting persons in the past 60 days?

Except as disclosed in this Schedule 13D amendment, the reporting persons state they have not effected any other transactions in the ordinary shares during the past 60 days.