Sec Form 3 Filing - Dong Jun @ J & Friends Holdings Ltd - 2026-03-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dong Jun 2. Issuer Name and Ticker or Trading Symbol J & Friends Holdings Ltd [ JF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Chairman of the Board (Last) (First) (Middle) C/O J AND FRIENDS HOLDINGS LTD, TOWER A, 56 EAST 4TH RING ROAD MIDDLE, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2026 (Street) BEIJING, F4100025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares 8,500,000 I See footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Share Option (right to buy) $ 0.0001 ( 3 ) ( 2 ) 07/01/2028 Class A Ordinary Shares 1,560,000 D Class B Ordinary Shares ( 4 ) ( 4 ) ( 4 ) Class A Ordinary Shares 9,948,795 I See footnote ( 1 ) Class B Ordinary Shares ( 4 ) ( 4 ) ( 4 ) Class A Ordinary Shares 32,490,725 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dong Jun C/O J AND FRIENDS HOLDINGS LTD, TOWER A 56 EAST 4TH RING ROAD MIDDLE, 7TH FLOOR BEIJING, F4100025 X Chairman of the Board Signatures /s/ Jun Dong 03/16/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held of record by Flamel Enterprises Ltd ("Flamel"). The Reporting Person is the sole director, officer, and shareholder of Flamel and holds sole voting and dispositive power over the shares. ( 2 )All shares subject to the option have become vested and exercisable. ( 3 )The Exercise Price is $0.000125. ( 4 )Each share of Class B Ordinary Shares is convertible at the option of the Reporting Person into one share of Class A Ordinary Shares and has no expiration date. ( 5 )Shares are held of record by Genius Hub Limited ("Genius Hub"), an entity wholly owned and controlled by Coastal Hero Limited, a company incorporated under the laws of the British Virgin Islands ("CHL"). CHL is controlled by Genesis Trust ("Trust"), a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Dong is the settlor of the Trust, and Mr. Dong and his family members are the Trust's beneficiaries. Under the terms of the Trust, Mr. Dong may be deemed to have the voting and dispositive power over the Issuer's shares held by the Genius Hub. The Reporting Person disclaims beneficial ownership of the securities held by he Genius Hub except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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