Form SCHEDULE 13D/A Uxin Ltd Filed by: NIO Capital II LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Uxin Ltd (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 Glory Investment L.P. | ||||||||
| 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
617,538,082.00 | ||||||||
| 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)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 7: Represents 617,538,082 Class A Ordinary Shares of the Issuer held by Abundant Glory Investment L.P. ("Glory"). 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
Fame Dragon Global 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
4,914,884,125.00 | ||||||||
| 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)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 7: Represents 4,914,884,125 Class A Ordinary Shares of the Issuer held by Fame Dragon Global Limited ("Fame"). 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
Eve One Fund II L.P. | ||||||||
| 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
CAYMAN ISLANDS
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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
9,515,225,999.00 | ||||||||
| 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)
14.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 8: Eve One Fund II L.P. ("Eve One II") holds 25.3% voting rights of Abundant Grace Investment Limited("Grace"), which directly holds 18,212,814,010 Class A Ordinary Shares of the Issuer. Accordingly, Eve One II is deemed to be the beneficial owner of 23.3% of the 18,212,814,010 Class A Ordinary Shares, or 4,600,341,874 Class A Ordinary Shares, of the Issuer directly held by Grace. In addition, Fame is majority-owned by Eve One II, and therefore Eve One II is deemed to be the beneficial owner of 4,914,884,125 Class A Ordinary Shares of the Issuer directly held by Fame. 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
Nio Capital II LLC | ||||||||
| 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
CAYMAN ISLANDS
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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
10,700,474,904.00 | ||||||||
| 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)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 8: NIO Capital II LLC ("NIO Capital") is the general partner of Eve One II, EVE ONE FUND II (PARALLEL) L.P. and Glory. Accordingly, NIO Capital is deemed to be the beneficial owner of 9,515,225,999 Class A Ordinary Shares of the Issuer ascribed to Eve One II, 567,710,822 Class A Ordinary Shares of the Issuer ascribed to EVE ONE FUND II (PARALLEL) L.P. and 617,538,082 Class A Ordinary Shares of the Issuer ascribed to Glory. 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 Ltd | |
| (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 supplements and amends the statement on Schedule 13D filed on April 2, 2025 as amended by Amendment No.1 filed with the SEC on August 26, 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:
Glory directly holds 617,538,082 Class A Ordinary Shares of the Issuer. Fame directly holds 4,914,884,125 Class A Ordinary Shares of the Issuer. Eve One II holds 25.3% voting rights of Abundant Grace Investment Limited ("Grace"), which directly holds 18,212,814,010 Class A Ordinary Shares of the Issuer Fame is majority-owned by Eve One II. Nio Capital is the general partner of Eve One II and Glory. Nio Capital is also the general partner of EVE ONE FUND II (PARALLEL) L.P. which beneficially owns 567,710,822 Class A Ordinary Shares.
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 other than as disclosed herein. | |
| 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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