Form SCHEDULE 13D/A Uxin Ltd Filed by: ASTRAL SUCCESS Ltd
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
|
Uxin Ltd (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Ning Zhang 19th Floor, Edinburgh Tower, The Landmark, 15 Queen's Road Central Hong Kong, K3, 000000 852-3551-8690 (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
|
| CUSIP No. |
| 1 |
Name of reporting person
Astral Success 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)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,496,912,310.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital Opportunity, 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,496,912,310.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital Opportunity GP, 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,496,912,310.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,496,912,310.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital II GP, 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,496,912,310.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital III, 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,760,399,210.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 1,263,486,900 Class A Ordinary Shares of the Issuer held of record by Joy III.
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital III GP, 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,760,399,210.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 18,760,399,210 Class A Ordinary Shares of the Issuer held of record by Astral and Joy III, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,263,486,900 Class A Ordinary Shares held by Joy III.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital GP, Ltd. | ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,579,308,546.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 20,579,308,546 Class A Ordinary Shares of the Issuer held of record by Astral, Joy III and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, (ii) 1,263,486,900 Class A Ordinary Shares held by Joy III, and (iii) 1,818,909,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital IV, 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,315,821,646.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 19,315,821,646 Class A Ordinary Shares of the Issuer held of record by Astral and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,818,909,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joy Capital IV GP, 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,315,821,646.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 19,315,821,646 Class A Ordinary Shares of the Issuer held of record by Astral and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,818,909,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
BRIGHTEST SKY 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)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,818,909,336.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 1,818,909,336 Class A Ordinary Shares of the Issuer held of record by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
|
| 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, Chaoyang, Beijing,
CHINA
, 100102. | |
Item 1 Comment:
This Amendment No. 12 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").
This Amendment supplements and amends the statement on Schedule 13D, Schedule 13D Amendment No. 1, Schedule 13D Amendment No. 2, Schedule 13D Amendment No. 3, Schedule 13D Amendment No. 4, Schedule 13D Amendment No. 5, Schedule 13D Amendment No. 6, Schedule 13D Amendment No. 7, Schedule 13D Amendment No. 8, Schedule 13D Amendment No. 9, Schedule 13D Amendment No. 10 and Schedule 13D Amendment No. 11 filed on July 22, 2021, November 16, 2021, January 26, 2022, March 29, 2022, July 5, 2022, August 2, 2022, January 19, 2023, June 7, 2023, August 23, 2023, March 26, 2024, January 15, 2025 and August 26, 2025, respectively (as amended, the "Initial Statements"). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statements. Other than as amended by this Amendment, the disclosures in the Initial Statements are unchanged. Responses to each item of this Amendment are incorporated by reference into the responses to each other item, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Initial Statements is hereby amended and supplemented by adding the following two paragraphs to the end:
On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A Ordinary Shares held by it to one of its shareholders Joy III for nil consideration. The funds used by Joy III to acquire the equity interest of Abundant Grace Investment Limited (as a result of which, Joy III acquired indirect equity interest of the Issuer) were from the investment capital contributed to Joy III by its investors.
On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A Ordinary Shares held by it to one of its shareholders Brightest for nil consideration. The funds used by Brightest to acquire the equity interest of Abundant Grace Investment Limited (as a result of which, Brightest acquired indirect equity interest of the Issuer) were from the investment capital contributed to Brightest by Joy IV. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 (a-b) of the Initial Statements is hereby amended by (i) restating the first paragraph of Item 5 (a-b) with the first paragraph below, and (ii) adding the second and third paragraphs 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 currently a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. The Reporting Persons' beneficial ownership of the Class A Ordinary Shares reported as beneficially owned herein includes (i) 17,496,912,310 Class A Ordinary Shares held by Astral, (ii) 1,263,486,900 Class A Ordinary Shares held by Joy III, and (ii) 1,818,909,336 Class A Ordinary Shares held by Brightest.
On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A Ordinary Shares held by it to one of its shareholders Joy III for nil consideration.
On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A Ordinary Shares held by it to one of its shareholders Brightest for nil consideration. | |
| 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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