DSC Holdings Ltd. SEC Filings

DSC Holdings Ltd. received a Schedule 13G from an investor group led by Ming Jin regarding holdings of its Class A ordinary shares (CUSIP 233369107). The filing reports that Cygnus Equity GP, Ltd. has sole voting and dispositive power over 57,079,724 shares, representing 8.5% of the Class A ordinary shares outstanding. Several affiliated Cayman Islands funds together hold these shares. Additional entities, including Cygnus Equity Holdings Limited and Jin Capital Limited, respectively hold 2,749,080 shares (0.4%) and 844,199 shares (0.1%), with Ming Jin able to make investment decisions for them. Ming Jin may be deemed to beneficially own 60,673,003 shares, or 9.1% of the class, on an as-converted basis, and expressly disclaims beneficial ownership beyond any pecuniary interest. Percentages are calculated based on 670,157,244 Class A ordinary shares outstanding immediately after the issuer’s offering, assuming underwriters do not exercise their option to purchase additional ADSs.

DSC Holdings Ltd. approved the adoption of a new 2026 Share Incentive Plan, which will replace the 2023 Share Option Plan for future equity awards. Existing awards under the 2023 Plan remain outstanding on their current terms. The 2026 Plan allows grants of share options, share appreciation rights, restricted shares and restricted share units to employees, directors and consultants, and will be administered by the board’s compensation committee.

The aggregate number of ordinary shares initially reserved is 0 shares, to be supplemented by shares still available under the 2023 Plan, shares from expired or forfeited 2023 options, future annual increases of up to 1.5% of issued and outstanding shares, and any additional shareholder contributions. The board also approved a conditional exercise price adjustment for options over approximately 62,181,021 ordinary shares (about 3,109,051 ADSs), effective July 1, 2027, lowering certain strike prices (for example from US$0.47958 to US$0.06300). These adjustments apply to around 616 grantees and are intended to restore incentive value, subject to continuous service through July 1, 2027.

DSC Holdings Ltd. reports that a Morningside-affiliated group has filed as significant holders of its Class A ordinary shares. TMT General Partner Ltd., which ultimately controls several Cayman Islands limited partnerships, is reported as beneficial owner of 94,171,764 Class A shares, or 14.1% of the class, with sole voting and dispositive power.

Within this group, Morningside China TMT GP II, L.P. is shown as beneficial owner of 68,270,107 shares (10.2%), primarily through Morningside China TMT Fund II, L.P. (63,860,687 shares, 9.5%) and Morningside China TMT Top Up Fund, L.P. (4,409,420 shares, 0.7%). MSVC SPF I, L.P. and its general partner each report beneficial ownership of 25,901,657 shares (3.9% each). Percentages are based on 670,157,244 Class A shares outstanding on an as-converted basis following DSC’s offering, as referenced from a Form 424B4 prospectus.

DSC Holdings Ltd. Senior Vice President Zhang Gongwei reported an internal share reclassification involving 1,051,669 shares held indirectly through Sky Harmony Ventures Limited. Immediately before the company’s initial public offering, 1,051,669 ordinary shares were redesignated into 1,051,669 Class A ordinary shares on a one-for-one basis at no stated price, leaving the same number of shares held after the transaction but in the new Class A class.

DSC Holdings Ltd. disclosed large equity restructurings tied to its initial public offering. Entities associated with Chief Executive Officer Yao Junhong converted preferred and ordinary shares into Class A and Class B ordinary shares at a stated price of $0.00 per share, so these are non-cash events.

The filing shows conversions of derivative securities into 310,691,633 shares and other restructuring transactions covering 219,660,700 shares. Crystal Gem Holdings Limited, Cheche Group Limited and Binary Sky Limited now hold these stakes indirectly for the reporting person. No open-market buys or sells were reported, and no derivative positions remain in this filing.

DSC Holdings Ltd. reported an internal share restructuring involving 10,000,000 shares held indirectly through Dream Car Limited. On 2026-06-26, 5,000,000 ordinary shares held by Dream Car Limited were redesignated into 5,000,000 Class A ordinary shares on a one-for-one basis immediately prior to completion of the company’s initial public offering. The Form 4 attributes these holdings to director and Senior Vice President Zhang Liyu as indirect ownership, with no cash consideration and no open-market buying or selling disclosed. Following the transaction, Dream Car Limited holds 5,000,000 Class A ordinary shares and no ordinary shares.

DSC Holdings Ltd. is offering 3,000,000 ADSs, each ADS representing 20 Class A ordinary shares, at an initial public offering price of US$17.0 per ADS, representing 60,000,000 Class A ordinary shares. The ADSs are approved for listing on Nasdaq under the symbol DSC.

The offering will leave the founder, Mr. Junhong Yao, holding the Company’s Class B shares and controlling approximately 85.4% of the voting power post-offering. The prospectus describes the Company’s VIE structure for its China operations, summarizes revenues and losses for 2023–2025, discloses material China-related regulatory and enforcement risks (including VIE enforceability and HFCAA inspection risks), and states estimated net proceeds of approximately US$39.1 million (US$46.8 million if the underwriter option is exercised).