Uxin investors update stakes in Schedule 13D/A

Rhea-AI Filing Summary

Uxin Ltd’s large shareholders updated their ownership details in this amended Schedule 13D. Abundant Glory Investment L.P. reports beneficial ownership of 617,538,082 Class A ordinary shares, representing 0.9% of the class, while Fame Dragon Global Limited holds 4,914,884,125 shares, or 7.4%.

Eve One Fund II L.P. is deemed to beneficially own 9,515,225,999 shares, and Nio Capital II LLC is deemed to beneficially own 10,700,474,904 shares, representing 16.2% of the Class A ordinary shares. The percentages are based on 65,994,078,379 Class A ordinary shares outstanding as of April 25, 2026.

The amendment also notes that on May 14, 2026, Abundant Grace Investment Limited distributed blocks of 558,725,100, 349,203,000 and 69,840,600 shares to three shareholders and simultaneously repurchased and cancelled their Grace shares. The reporting persons state no other transactions in Uxin securities in the past sixty days.

Key Figures

Abundant Glory holdings: 617,538,082 shares Fame Dragon holdings: 4,914,884,125 shares Eve One Fund II holdings: 9,515,225,999 shares +5 more

8 metrics

Abundant Glory holdings 617,538,082 shares Class A ordinary shares; 0.9% of class

Fame Dragon holdings 4,914,884,125 shares Class A ordinary shares; 7.4% of class

Eve One Fund II holdings 9,515,225,999 shares Deemed beneficial ownership in Class A shares

Nio Capital II LLC holdings 10,700,474,904 shares Deemed beneficial ownership; 16.2% of class

Shares outstanding 65,994,078,379 shares Class A ordinary shares outstanding as of April 25, 2026

Grace distribution block 1 558,725,100 shares Distributed by Abundant Grace Investment Limited on May 14, 2026

Grace distribution block 2 349,203,000 shares Distributed by Abundant Grace Investment Limited on May 14, 2026

Grace distribution block 3 69,840,600 shares Distributed by Abundant Grace Investment Limited on May 14, 2026

Key Terms

beneficial owner, Class A ordinary shares, Schedule 13D, Rule 13d-3(d)(1)(i), +2 more

6 terms

beneficial owner financial

"Accordingly, Eve One II is deemed to be the beneficial owner of 23.3% of the 18,212,814,010 Class A Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Class A ordinary shares financial

"Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Rule 13d-3(d)(1)(i) regulatory

"The calculation of the beneficial ownership percentage ... is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act"

voting rights financial

"Eve One II holds 25.3% voting rights of Abundant Grace Investment Limited ("Grace")"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

general partner financial

"NIO Capital is the general partner of Eve One II, EVE ONE FUND II (PARALLEL) L.P. and Glory"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake does Nio Capital II LLC report in Uxin (UXIN)?

Nio Capital II LLC is deemed to beneficially own 10,700,474,904 Uxin Class A ordinary shares, representing 16.2% of the class, based on 65,994,078,379 shares outstanding as of April 25, 2026.

How many Uxin (UXIN) shares does Eve One Fund II L.P. beneficially own?

Eve One Fund II L.P. is deemed to beneficially own 9,515,225,999 Class A ordinary shares of Uxin. This includes interests through Abundant Grace Investment Limited and majority ownership of Fame Dragon Global Limited, as described in the Schedule 13D/A amendment.

What stakes do Abundant Glory and Fame Dragon hold in Uxin (UXIN)?

Abundant Glory Investment L.P. directly holds 617,538,082 Uxin Class A ordinary shares, or 0.9% of the class. Fame Dragon Global Limited directly holds 4,914,884,125 shares, representing 7.4% of the total Class A ordinary shares outstanding.

What share distribution did Abundant Grace Investment Limited make in Uxin (UXIN)?

On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100, 349,203,000 and 69,840,600 Uxin Class A ordinary shares to three shareholders, pro rata to their Grace holdings, and concurrently repurchased and cancelled all of those shareholders’ equity in Grace.

How is the Uxin (UXIN) ownership percentage calculated in this Schedule 13D/A?

Beneficial ownership percentages are calculated using 65,994,078,379 Uxin Class A ordinary shares outstanding as of April 25, 2026, excluding shares issued to the depositary bank for future ADS and share incentive plan issuances, consistent with Rule 13d-3(d)(1)(i).

Have the reporting persons traded Uxin (UXIN) shares recently?

The reporting persons state that none of them engaged in transactions in Uxin securities during the past sixty days other than the May 14, 2026 share distribution by Abundant Grace Investment Limited described in the amended Schedule 13D/A.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 08:39 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Uxin Ltd

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

91818X108

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 91818X108

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)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 617,538,082.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 617,538,082.00
10	Shared Dispositive Power 0.00

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)

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

CUSIP Number(s): 91818X108

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)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,914,884,125.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,914,884,125.00
10	Shared Dispositive Power 0.00

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)

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

CUSIP Number(s): 91818X108

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)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,515,225,999.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,515,225,999.00

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)

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

CUSIP Number(s): 91818X108

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)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,700,474,904.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,700,474,904.00

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)

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

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.

Abundant Glory Investment L.P.

Signature:	/s/ Yan Zhu
Name/Title:	Yan Zhu, Authorized Signatory of Nio Capital II LLC, as general partner
Date:	05/15/2026

Fame Dragon Global Limited

Signature:	/s/ Iris Bai
Name/Title:	Iris Bai, Authorized Signatory
Date:	05/15/2026

Eve One Fund II L.P.

Signature:	/s/ Yan Zhu
Name/Title:	Yan Zhu, Authorized Signatory of Nio Capital II LLC, as general partner
Date:	05/15/2026

Nio Capital II LLC

Signature:	/s/ Yan Zhu
Name/Title:	Yan Zhu, Authorized Signatory
Date:	05/15/2026