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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D 0001998340 XXXXXXXX LIVE Class B ordinary shares, par value of $0.0001 per share 04/24/2025 false 0001861737 G4417G106 Hesai Group 10th Floor, Building A No. 658 Zhaohua Road, Changning District Shanghai F4 200050 Kai Sun 8621-3158-8240 10th Floor, Building A No. 658 Zhaohua Road, Changning District Shanghai F4 200050 0001998340 N Kai Sun OO N F4 0.00 27163892.00 9228622.00 0.00 27163892.00 N 20.5 IN Note to Row (8) and (11) - On April 24, 2025, Dr. Yifan Li, Dr. Kai Sun and Mr. Shaoqing Xiang entered into a Deed of Concert Party Arrangement (the "Deed"). Pursuant to the Deed, the parties agree to consult with each other and to exercise all voting rights and other powers of control available unanimously in relation to resolutions of the Issuer proposed to be passed. Based on the above, Dr. Kai Sun is deemed to have shared voting power over (i) 9,228,622 Class A ordinary shares held by Fermat Star Limited, and (ii) 17,770,239 Class A ordinary shares and 165,031 Class B ordinary shares in which Dr. Kai Sun is entitled to voting power pursuant to the Deed, including (a) 8,879,636 Class A ordinary shares held by ALBJ Limited, a company limited by shares incorporated in British Virgin Islands wholly owned by Asian LBJ Limited, which is wholly owned by Dr. Yifan Li, (b) 8,890,603 Class A ordinary shares held by Galbadia Limited, a company limited by shares incorporated in British Virgin Islands and wholly owned by Balamb Limited, which is wholly owned by Mr. Shaoqing Xiang, and (c) 165,031 Class B ordinary shares in the form of ADSs beneficially owned by Mr. Shaoqing Xiang. Note to Row (9) - Represents 9,228,622 Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands. Fermat Star Limited is and wholly owned by Rock Ocean Limited, which is wholly owned by Dr. Kai Sun. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dr. Kai Sun may be deemed to beneficially own all of the shares of the Issuer owned by Fermat Star Limited. The registered address of Fermat Star Limited is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Note to Row (13) - Calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer's issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of March 31, 2025. Each Class B ordinary share is entitled to one vote per share and each Class A ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote. Y Fermat Star Limited OO N D8 0.00 9228622.00 9228622.00 0.00 9228622.00 N 7.0 CO Note to Row (8), (9) and (11) - Represents 9,228,622 Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands. Note to Row (13) - Calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer's issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of March 31, 2025. Each Class B ordinary share is entitled to one vote per share and each Class A ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote. Class B ordinary shares, par value of $0.0001 per share Hesai Group 10th Floor, Building A No. 658 Zhaohua Road, Changning District Shanghai F4 200050 Kai Sun Fermat Star Limited Kai Sun 10th Floor, Building A No. 658 Zhaohua Road, Changning District Shanghai 200050 People's Republic of China Fermat Star Limited Ritter House, Wickhams Cay II PO Box 3170, Road Town Tortola VG1110, British Virgin Islands Kai Sun is the Co-Founder, Director and Chief Scientist of the Issuer, whose address is 10th Floor, Building A, No. 658 Zhaohua Road, Changning District, Shanghai 200050, People's Republic of China. No. No. Kai Sun -- People's Republic of China Fermat Star Limited -- British Virgin Islands The securities were acquired other than by purchase. On April 24, 2025, Dr. Yifan Li, Dr. Kai Sun and Mr. Shaoqing Xiang entered into a Deed of Concert Party Arrangement (the "Deed"). Pursuant to the Deed, the parties agree to consult with each other and to exercise all voting rights and other powers of control available unanimously in relation to resolutions of the Issuer proposed to be passed. Based on the above, Dr. Kai Sun is deemed to have shared voting power over (i) 9,228,622 Class A ordinary shares held by Fermat Star Limited, and (ii) 17,770,239 Class A ordinary shares and 165,031 Class B ordinary shares in which Dr. Kai Sun is entitled to voting power pursuant to the Deed, including (a) 8,879,636 Class A ordinary shares held by ALBJ Limited, a company limited by shares incorporated in British Virgin Islands wholly owned by Asian LBJ Limited, which is wholly owned by Dr. Yifan Li, (b) 8,890,603 Class A ordinary shares held by Galbadia Limited, a company limited by shares incorporated in British Virgin Islands and wholly owned by Balamb Limited, which is wholly owned by Mr. Shaoqing Xiang, and (c) 165,031 Class B ordinary shares in the form of ADSs beneficially owned by Mr. Shaoqing Xiang. The Deed is filed as Exhibit 2 hereto. The information set forth in Item 3 is hereby incorporated by reference in its entirety. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions of this Item 4. The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. Dr. Kai Sun, through Fermat Star Limited, sold certain Class B ordinary shares of the Issuer in the form of ADSs (each representing one Class B ordinary share) in the past 60 days: (i) on March 13, 2025, 430,000 ADSs were sold at a weighted average price per ADS of US$20.9; (ii) on March 14, 2025, 277,331 ADSs were sold at a weighted average price per ADS of US$20.7; (iii) on March 17, 2025, 180,994 ADSs were sold at a weighted average price per ADS of US$21.6; (iv) on March 18, 2025, 30,000 ADSs were sold at a weighted average price per ADS of US$22.5; (v) on March 19, 2025, 95,000 ADSs were sold at a weighted average price per ADS of US$20.9; and (vi) on March 20, 2025, 15,000 ADSs were sold at a weighted average price per ADS of US$20.1. These transactions were effected in the open market. Not applicable. Not applicable. The information set forth in Item 3 is hereby incorporated by reference in its entirety. Other than as described in this Item 6, the Reporting Person does not have any other contracts, arrangements, understandings, or relationships with respect to the securities of the Issuer. 1 - Joint Filing Agreement dated April 30, 2025 by and among the Reporting Persons 2 - Deed of Concert Party Arrangement dated April 24, 2025 among Yifan Li, Kai Sun and Shaoqing Xiang Kai Sun /s/ Kai Sun Kai Sun 04/30/2025 Fermat Star Limited /s/ Kai Sun Kai Sun/ Director 04/30/2025