| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.00025 per share |
| (b) | Name of Issuer:
NIO Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Building 19, No. 1355, Caobao Road, Minhang District, Shanghai,
CHINA
, 200233. |
Item 1 Comment:
The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by CYVN Investments RSC Ltd ("CYVN Investments") on July 24, 2023, as amended by Amendment No. 1 filed on December 20, 2023, Amendment No. 2 filed on December 27, 2023, and Amendment No. 3 filed on February 28, 2024. This Amendment No. 4 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by CYVN Investments RSC Ltd, a restricted scope company incorporated in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates ("CYVN Investments"), and L'imad Holding Company - P.J.S.C, a public joint stock company incorporated in Abu Dhabi, United Arab Emirates ("L'imad Holding", and together with CYVN Investments, the "Reporting Persons"). CYVN Investments is managed by its directors (the "Directors"). Exhibit 99.2 hereto sets forth the names and other required information regarding the Directors. L'imad Holding wholly owns CYVN Investments and is wholly owned by the Government of Abu Dhabi represented by the Abu Dhabi Department of Finance. |
| (b) | The principal business address of the Reporting Persons is Part of Floor 18, Floor 18, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. |
| (c) | CYVN Investments was established as a special purpose vehicle for the purpose of holding ownership of equity and non-equity assets, including shares, debentures, bonds, and other forms of securities as well as holding ownership of real property, intellectual property, and other tangible and intangible assets. L'imad Holding is a holding company and wholly owns CYVN Investments. |
| (d) | During the last five years, neither the Reporting Persons nor any Directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither the Reporting Persons nor any Directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | CYVN Investments is a restricted scope company incorporated in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates. L'imad Holding is a public joint stock company incorporated in Abu Dhabi, United Arab Emirates. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. The 418,833,157 Class A Ordinary Shares held by CYVN Investments and beneficially owned by each of the Reporting Persons represents approximately 17.9% of the Class A Ordinary Shares outstanding, based upon 2,334,669,995 Class A Ordinary Shares outstanding as of December 31, 2025, based on information provided by the Issuer. Such Class A Ordinary Shares held by CYVN Investments and beneficially owned by each of the Reporting Persons represents approximately 16.9% of the total Ordinary Shares outstanding, based upon an aggregate of 2,483,169,995 Ordinary Shares issued and outstanding as of December 31, 2025, which is the sum of (i) 2,334,669,995 Class A Ordinary Shares plus (ii) 148,500,000 Class C Ordinary Shares outstanding as of December 31, 2025, based on information provided by the Issuer. The Class A Ordinary Shares reported herein are directly held and beneficially owned by CYVN Investments. L'imad Holding, which wholly owns CYVN Investments, may be deemed the beneficial owner of the Class A Ordinary Shares directly held by CYVN Investments. Eddy Georges Skaf, a Director, directly holds and beneficially owns 60,000 Class A Ordinary Shares. Such shares represent less than 0.1% of the Class A Ordinary Shares outstanding, based upon 2,334,669,995 Class A Ordinary Shares outstanding as of December 31, 2025, based on information provided by the Issuer. |
| (b) | The information in Items 7 through 10 on the cover pages of this Schedule 13D is incorporated herein by reference. |
| (c) | There have been no transactions by the Reporting Persons or the Directors in the securities of the Issuer during the past sixty days. |
| (d) | Except as set forth in this Schedule 13D, as amended, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 Joint Filing Agreement
99.2 Information Regarding Directors |
