BGIN BLOCKCHAIN Ltd received a Schedule 13G showing that Qiuhua Li beneficially owns 37,977,656 Class A ordinary shares, or 41.93% of the class, based on 90,581,566 shares outstanding as of December 31, 2025.
Li directly holds 60,000 shares and indirectly controls 37,917,656 shares through a layered structure involving Moon Aquarius Limited, Gentle OD Limited and the Gentle OD Trust. Li can direct the trustee on voting these shares, while dispositions require trustee action with Li’s prior written consent.
Positive
None.
Negative
None.
Insights
Filing discloses a concentrated 41.9% ownership position and control structure.
The Schedule 13G shows Qiuhua Li as a major holder of BGIN BLOCKCHAIN Ltd, with 37,977,656 Class A shares, or 41.93% of the class as of December 31, 2025. This includes a small direct stake and a large indirect stake via offshore entities and a trust.
Control is structured through Moon Aquarius Limited, Gentle OD Limited and the Gentle OD Trust, where Li is settlor. Li has power to direct voting of the company shares, while dispositive decisions are made by the trustee with Li’s prior written consent, concentrating effective influence.
The filing classifies ownership well above 5%, with percentages of 41.93% for Li and 41.86% for the related entities. Future company disclosures may further describe how this ownership interacts with board composition and other shareholders.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BGIN BLOCKCHAIN Ltd
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
G17429104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G17429104
1
Names of Reporting Persons
Qiuhua Li
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
60,000.00
6
Shared Voting Power
37,917,656.00
7
Sole Dispositive Power
60,000.00
8
Shared Dispositive Power
37,917,656.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
37,977,656.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
41.93 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The amount in rows 5 and 7 represents 60,000 Class A ordinary shares directly held by Mr. Qiuhua Li.
The amount in rows 6 and 8 represents 37,917,656 Class A ordinary shares beneficially owned by Mr. Qiuhua Li through Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent.
The amount in row 9 represents 60,000 Class A ordinary shares directly held by Mr. Qiuhua Li and 37,917,656 Class A ordinary shares beneficially owned by Mr. Qiuhua Li.
Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
SCHEDULE 13G
CUSIP No.
G17429104
1
Names of Reporting Persons
Moon Aquarius Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
37,917,656.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
37,917,656.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
37,917,656.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
41.86 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 37,917,656 Class A ordinary shares held by Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent.
Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
SCHEDULE 13G
CUSIP No.
G17429104
1
Names of Reporting Persons
Gentle OD Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
37,917,656.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
37,917,656.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
37,917,656.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
41.86 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 37,917,656 Class A ordinary shares held by Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent.
Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
SCHEDULE 13G
CUSIP No.
G17429104
1
Names of Reporting Persons
Gentle OD Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
37,917,656.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
37,917,656.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
37,917,656.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
41.86 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 37,917,656 Class A ordinary shares beneficially owned by Mr. Qiuhua Li through Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent.
Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
Qiuhua Li
Moon Aquarius Limited
Gentle OD Limited
Gentle OD Trust
(b)
Address or principal business office or, if none, residence:
Qiuhua Li: #09 12 Paya Lebar Square, 60 Paya Lebar Road, Singapore 409051
Moon Aquarius Limited: Tricor Services (BVI) Limited, 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands
Gentle OD Limited: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands
Gentle OD Trust: c/o Maples: Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman Islands
(c)
Citizenship:
Qiuhua Li: People's Republic of China
Moon Aquarius Limited: British Virgin Islands
Gentle OD Limited: British Virgin Islands
Gentle OD Trust: Cayman Islands
(d)
Title of class of securities:
Class A ordinary shares
(e)
CUSIP No.:
G17429104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Qiuhua Li: 37,977,656
Moon Aquarius Limited: 37,917,656
Gentle OD Limited: 37,917,656
Gentle OD Trust: 37,917,656
(b)
Percent of class:
Qiuhua Li: 41.93%
Moon Aquarius Limited: 41.86%
Gentle OD Limited: 41.86%
Gentle OD Trust: 41.86%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Qiuhua Li
Signature:
/s/ Qiuhua Li
Name/Title:
Qiuhua Li
Date:
02/17/2026
Moon Aquarius Limited
Signature:
/s/ Qiuhua Li
Name/Title:
Qiuhua Li/Director
Date:
02/17/2026
Gentle OD Limited
Signature:
/s/ Peter Huber
Name/Title:
Peter Huber/Authorized Signatory of Titan Directors Limited, as Director
Date:
02/17/2026
Gentle OD Trust
Signature:
/s/ Peter Huber
Name/Title:
Peter Huber/Authorized Signatory of Maples Trustee Services (Cayman) Limited, as Trustee
How many BGIN Class A shares does Qiuhua Li beneficially own?
Qiuhua Li beneficially owns 37,977,656 Class A ordinary shares of BGIN BLOCKCHAIN Ltd. This represents 41.93% of the class, calculated using 90,581,566 Class A shares outstanding as of December 31, 2025, combining direct and indirect holdings through related entities.
What percentage of BGIN (BGIN) does Moon Aquarius Limited hold?
Moon Aquarius Limited holds 37,917,656 BGIN Class A ordinary shares, representing 41.86% of the class. These shares are part of a structure where Moon Aquarius is wholly owned by Gentle OD Limited, which in turn is owned by the Gentle OD Trust established by Qiuhua Li.
How is Qiuhua Li’s ownership in BGIN structured through Moon Aquarius and Gentle OD?
Qiuhua Li’s indirect BGIN ownership flows through Moon Aquarius Limited, which holds 37,917,656 shares and is wholly owned by Gentle OD Limited. Gentle OD Limited is fully owned by the Gentle OD Trust, with Maples Trustee Services (Cayman) Limited as sole trustee and Li as settlor directing voting power.
What voting and dispositive powers exist over BGIN shares in this Schedule 13G?
The filing shows Qiuhua Li with sole voting and dispositive power over 60,000 shares and shared voting and dispositive power over 37,917,656 shares. Under the trust terms, Li can direct voting, while the trustee exercises dispositive powers with Li’s prior written consent regarding the company shares.
What is the total BGIN share count used to calculate these ownership percentages?
Ownership percentages are calculated using 90,581,566 BGIN Class A ordinary shares outstanding as of December 31, 2025. This figure is explicitly cited in the filing and provides the basis for the 41.93% stake for Qiuhua Li and the 41.86% stakes for the related entities.
Why did BGIN BLOCKCHAIN Ltd require this Schedule 13G filing?
The Schedule 13G was required because Qiuhua Li and related entities own more than 5% of BGIN’s Class A ordinary shares. The filing formally discloses their beneficial ownership levels, voting power, and control structure as of December 31, 2025, meeting U.S. beneficial ownership reporting rules.
