| Item 1. | |
| (a) | Name of issuer:
Hello Group Inc. |
| (b) | Address of issuer's principal executive offices:
20/F, BLOCK B, TOWER 2, WANGJING SOHO, 20/F, BLOCK B, TOWER 2, WANGJING SOHO, BEIJING, CHINA, 100102. |
| Item 2. | |
| (a) | Name of person filing:
Athos Capital Limited (the "Manager")
Matthew Love Moskey
Friedrich Schulte-Hillen
|
| (b) | Address or principal business office or, if none, residence:
For Athos Capital Limited, Matthew Love Moskey, Friedrich Schulte-Hillen:
8 Queen?s Road Central,
8th Floor,
Hong Kong
|
| (c) | Citizenship:
Athos Capital Limited is a company incorporated under the laws of Hong Kong
Matthew Love Moskey is a citizen of the United Kingdom
Friedrich Schulte-Hillen is a citizen of Germany
|
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share) represented by ADS of the Issuer (each ADS represents 2 Class A Ordinary Shares) |
| (e) | CUSIP No.:
|
| 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);
|
| (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:
14,962,918
|
| (b) | Percent of class:
6.96% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Athos Capital Limited ? 0
Matthew Love Moskey ? 0
Friedrich Schulte-Hillen ? 0
|
| | (ii) Shared power to vote or to direct the vote:
Athos Capital Limited ? 14,962,918 Shares represented by 7,481,459 American Depositary Shares of the Issuer (each American Depositary Share represents 2 Class A Shares)
Matthew Love Moskey - 14,962,918 Shares represented by 7,481,459 American Depositary Shares of the Issuer (each American Depositary Share represents 2 Class A Shares)
Friedrich Schulte-Hillen - 14,962,918 Shares represented by 7,481,459 American Depositary Shares of the Issuer (each American Depositary Share represents 2 Class A Shares)
|
| | (iii) Sole power to dispose or to direct the disposition of:
Athos Capital Limited ? 0
Matthew Love Moskey ? 0
Friedrich Schulte-Hillen ? 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Athos Capital Limited ? 14,962,918 Shares represented by 7,481,459 American Depositary Shares of the Issuer (each American Depositary Share represents 2 Class A Shares)
Matthew Love Moskey - 14,962,918 Shares represented by 7,481,459 American Depositary Shares of the Issuer (each American Depositary Share represents 2 Class A Shares)
Friedrich Schulte-Hillen - 14,962,918 Shares represented by 7,481,459 American Depositary Shares of the Issuer (each American Depositary Share represents 2 Class A Shares)
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| 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.
The Shares are owned directly by Athos Asia Event Driven Master Fund (the "Private Fund"), a separately managed account (the "Separately Managed Account") and a special purpose corporation (the "Special Purpose Corporation" and together with the Private Fund and the Separately Managed Account, the "Accounts") that are managed and advised by the Manager. The Accounts have the right to receive dividends from, as well as the proceeds from the sale of, the Shares.
The Manager may be deemed to be a beneficial owner under Rule 13d-3 of the United States Securities Exchange Act of 1934, as amended (the "1934 Act"), of the Shares held by the Accounts, as, in its capacity as manager of the Accounts, it has the power to vote and dispose of, or direct the voting and disposition of, the Shares.
The Manager is owned by Matthew Love Moskey and Friedrich Schulte-Hillen, each of whom may be deemed to beneficially own the Shares under Rule 13d-3 of the 1934 Act.
|
| 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
|
Rule 13d-1(d)