Form SCHEDULE 13D/A Uxin Ltd Filed by: ABUNDANT GRACE INVESTMENT Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Uxin Limited (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Ming Kong Jones Day, 31st Floor, Edinburgh Tower, The Landmark, 15 Queen's Road Central Hong Kong, K3, 000000 852-2526-6895 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2026 (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
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| CUSIP No. |
| 1 |
Name of reporting person
Abundant Grace Investment 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
18,212,814,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 7: Represents 18,212,814,010 Class A Ordinary Shares of the Issuer held by Abundant Grace Investment Limited ("Grace"). Note to Row 13: Percentage ownership is calculated based on a total of 65,994,078,379 Class A Ordinary Shares outstanding (excluding Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as of April 25, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
NBNW Investment 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,992,558,760.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 8: NBNW Investment Limited ("NBNW") holds 71.3% of Grace's voting rights. Accordingly, NBNW is deemed to be the beneficial owner of 71.3% of the 18,212,814,010 Class A Ordinary Shares, or 12,992,558,760 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 65,994,078,379 Class A Ordinary Shares outstanding (excluding Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as of April 25, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Bin Li | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,992,558,760.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 8: Bin Li indirectly controls NBNW, which holds 71.3% of Grace's voting rights. Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 71.3% of the 18,212,814,010 Class A Ordinary Shares, or 12,992,558,760 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 65,994,078,379 Class A Ordinary Shares outstanding (excluding Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as of April 25, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Uxin Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
21/F, Donghuang Building, No. 16 Guangshun South Avenue, Beijing,
CHINA
, 100102. | |
Item 1 Comment:
This Amendment No.3 to the statement on Schedule 13D (this "Amendment") relates to the Class A ordinary shares, par value US$0.0001 per share (the "Class A Ordinary Shares"), of Uxin Limited, a company organized under the laws of the Cayman Islands (the "Issuer"), whose principal executive offices are located at 21/F, Donghuang Building, No. 16 Guangshun South Avenue, Beijing 100102, People's Republic of China. This Amendment supplements and amends the statement on Schedule 13D filed on April 2, 2025, as amended on August 26, 2025 and October 10, 2025 (as so amended, the "Original Statement"). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Original Statement. Other than as amended by this Amendment, the disclosures in the Original Statement are unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 (a) of the Original Statement is hereby amended by (i) restating the second paragraph of Item 2(a) of the Original Statement with the first paragraph below, and (ii) adding the second paragraph below to the end:
Grace directly holds 18,212,814,010 Class A Ordinary Shares of the Issuer. NBNW holds 71.3% of Grace's voting rights. NBNW is a holding company indirectly and wholly owned by a family trust set up by Bin Li. Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 71.3% of the 18,212,814,010 Class A Ordinary Shares, or 12,992,558,760 Class A Ordinary Shares, of the Issuer directly held by Grace.
On May 14, 2026, Grace distributed 558,725,100 Class A Ordinary Shares, 349,203,000 Class A Ordinary Shares and 69,840,600 Class A Ordinary Shares to three of its shareholders, pro rata to their respective shareholdings in Grace, and concurrently repurchased and cancelled all of their shares in Grace. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 (a-b) of the Original Statement is hereby amended by (i) restating the first paragraph of Item 5 (a-b) of the Original Statement with the first paragraph below, and (ii) adding the second paragraph below to the end:
The information in the cover pages of this Schedule 13D is incorporated by reference. The calculation of the beneficial ownership percentage of the outstanding Class A Ordinary Shares is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act and assumes that there is a total of 65,994,078,379 Class A Ordinary Shares outstanding (excluding Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as of April 25, 2026.
On May 14, 2026, Grace distributed 558,725,100 Class A Ordinary Shares, 349,203,000 Class A Ordinary Shares and 69,840,600 Class A Ordinary Shares to three of its shareholders, pro rata to their respective shareholdings in Grace, and concurrently repurchased and cancelled all of their shares in Grace. | |
| (c) | Item 5 (c) of the Original Statement is hereby amended and restated with the following: None of the Reporting Persons has engaged in any transaction in the Issuer's securities during the past sixty days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Statement is hereby amended and supplemented by adding the following to the end: The last paragraph of Item 5(a-b) is incorporated by reference herein. | ||
| 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.
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