13D Filings
Smart Share Global Limited
EM
Amendment
Ownership

0.00%

Total Shares

0

Issuer CIK

1834253

Event Date

May 12, 2026

Accepted

May 13, 2026, 07:00 AM

Reporting Persons (2)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
HHLR Advisors, Ltd.
Investment Adviser
0.00%000
Hillhouse Investment Management, Ltd.
Investment Adviser
0.00%000
Disclosure Items (4)

Security Title

Class A ordinary shares, par value $0.0001 per share

Issuer Name

Smart Share Global Limited

Issuer Address

6th Floor, 799 Tianshan W Road, Shanghai, F4, 200335

Item 4 of the Schedule 13D is hereby supplemented by adding the following: On November 28, 2025, the Issuer filed Amendment No. 1 to its Rule 13e-3 transaction statement on Schedule 13E-3 with the SEC, which included a copy of the definitive proxy statement (the "Definitive Proxy Statement") regarding the holding of an extraordinary general meeting of the Issuer's shareholders on December 31, 2025 to consider and vote upon, among other things, a proposal to authorize and approve the Merger Agreement and the transactions contemplated thereby. The Definitive Proxy Statement also set out the procedures for the Issuer's shareholders to validly exercise their dissenters' rights. In response, certain funds managed by the Reporting Persons (the "Funds") validly exercised their rights to dissent from the merger contemplated by the Merger Agreement (the "Merger") and to seek appraisal and payment of the fair value of their Class A Ordinary Shares pursuant to the Definitive Proxy Statement and Section 238 of the Cayman Islands Companies Act (As Revised). On December 31, 2025, the Issuer issued a press release announcing its shareholders' approval of the Merger Agreement. On April 29, 2026, the Issuer filed Amendment No. 2 to its Rule 13e-3 transaction statement on Schedule 13E-3 with the SEC, disclosing that the Merger was completed on April 29, 2026 (the "Effective Date") and that all Class A Ordinary Shares held by dissenting shareholders, which included the Funds, were deemed cancelled as of the Effective Date. On April 30, 2026, the Nasdaq Capital Market filed a Form 25 with the SEC notifying the SEC of the delisting of the ADSs from the Nasdaq Capital Market and the deregistration of the Issuer's registered securities. On May 11, 2026, the Funds entered into a settlement agreement (the "Settlement Agreement") with Mobile Charging Group Holdings Limited ("Parent"), the indirect 100% owner of the Issuer following consummation of the Merger, pursuant to which, among other things, Parent agreed to pay or cause to pay agreed settlement amounts to the Funds as full and final settlement among the parties and their respective affiliates and related entities of all or any claims they had or may have had arising out of or in connection with, among other things, the Merger, the Merger Agreement, the Merger consideration, the ownership of shares of the Issuer, and the Funds' dissenters' rights and related demands. The Settlement Agreement also contains customary mutual release, non-disparagement, and confidentiality provisions. On May 12, 2026, the Funds received payment of the agreed settlement amounts contemplated by the Settlement Agreement in full.

Percentage of Class

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: As a result of the completion of the Merger and payment in full of the settlement amounts contemplated by the Settlement Agreement as described in Item 4 of this Amendment No. 2, each of the Reporting Persons ceased to beneficially own any Class A Ordinary Shares. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Number of Shares

See (a).

Transactions

Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in Class A Ordinary Shares and ADSs in the 60 days preceding the date hereof.

Shareholders

None.

Date of 5% Ownership

April 29, 2026.

Item 6 of the Schedule 13D is hereby supplemented by adding the following: Item 4 of this Amendment No. 2 is incorporated herein by reference.

Smart Share Global Limited — Schedule 13D | 13D Filings