[SCHEDULE 13D/A] Uxin Ltd SEC Filing

Rhea-AI Filing Summary

Abundant Grace Investment Limited (Grace) amended its Schedule 13D to report ownership and recent share transfers in Uxin Limited. Grace directly held 18,830,582,710 Class A ordinary shares, representing 29.5% of the class based on August 31, 2025 outstanding share counts. The amendment explains that NBNW Investment Limited (NBNW) controls 68.6% of Grace’s voting rights and, together with Bin Li (who indirectly controls NBNW), is deemed beneficial owner of 12,922,464,866 Class A shares, or 20.3%.

The filing discloses recent transactions: on October 8, 2025 Grace sold 924,000,000 Class A shares to a third-party for $7,700,000 (price $0.0083 per share). It also details prior August transfers totaling multiple blocks sold at $0.0075 per share and a distribution of 882,310,965 shares as a zero-consideration distribution. The amendment incorporates a form of the share purchase agreement as an exhibit and otherwise restates earlier disclosures.

Positive

• Disclosure clarity: Amendment restates ownership and connects controlling parties, improving transparency for investors
• Documented sale agreements: Transactions reference a share purchase agreement (Exhibit 99.1), providing a contractual record of transfers

Negative

• Large share disposals: Sales of 924,000,000 and multiple August blocks reduced a major holder’s stake, increasing free float
• Low per‑share sale prices: Block sales at $0.0075 and $0.0083 may pressure market perception of value

Insights

Corporate Governance Analyst

Large shareholder reallocation reduces a major holder's stake while clarifying control links.

The amendment records that Grace reduced its direct holdings by 924,000,000 shares on October 8, 2025, and earlier sold multiple blocks in August at low per‑share prices. It also restates that NBNW and Bin Li are deemed beneficial owners of 12,922,464,866 shares via control of Grace.

Key dependencies include the unchanged outstanding share base used for percentage calculations (August 31, 2025) and the delivered share purchase agreement form. Watch for any further Schedule 13D amendments or Form 4 filings in the near term for additional transfers or voting changes.

Market Impact Analyst

Significant block sales at sub‑cent prices could affect market liquidity and perception.

The disclosed August and October transfers include large blocks sold at $0.0075 and $0.0083 per share, and a distribution of 882,310,965 shares for zero consideration. These amounts materially change free float and investor concentration: Grace’s direct holding and the effective stakes attributed to NBNW/Bin Li are quantified as 29.5% and 20.3% respectively.

Near-term market sensitivity depends on whether additional blocks are placed into the market or transferred off‑market; subsequent disclosure filings within weeks would be the primary signal to monitor.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Uxin Limited

(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)

10/08/2025

(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. 91818X108

1

Name of reporting person

Abundant Grace Investment 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 18,830,582,710.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,830,582,710.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,830,582,710.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7: Represents 18,830,582,710 Class A Ordinary Shares of the Issuer held by Abundant Grace Investment Limited ("Grace"). Note to Row 13: Percentage ownership is calculated based on a total of 63,726,805,736 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 August 31, 2025.

SCHEDULE 13D

CUSIP No. 91818X108

1

Name of reporting person

NBNW Investment 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 0.00
8	Shared Voting Power 12,922,464,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,922,464,866.00

11

Aggregate amount beneficially owned by each reporting person

12,922,464,866.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8: NBNW Investment Limited ("NBNW") holds 68.6% of Grace's voting rights. Accordingly, NBNW is deemed to be the beneficial owner of 68.6% of the 18,830,582,710 Class A Ordinary Shares, or 12,922,464,866 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 63,726,805,736 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 August 31, 2025.

SCHEDULE 13D

CUSIP No. 91818X108

1

Name of reporting person

Bin Li

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,922,464,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,922,464,866.00

11

Aggregate amount beneficially owned by each reporting person

12,922,464,866.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 8: Bin Li indirectly controls NBNW, which holds 68.6% of Grace's voting rights. Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 68.6% of the 18,830,582,710 Class A Ordinary Shares, or 12,922,464,866 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 63,726,805,736 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 August 31, 2025.

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 Limited
(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 No.2 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"), whose principal executive offices are located at 21/F, Donghuang Building, No. 16 Guangshun South Avenue, Beijing 100102, People's Republic of China. 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. Responses to each item of this Amendment are incorporated by reference into the responses to each other item, as applicable.
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: Grace directly holds 18,830,582,710 Class A Ordinary Shares of the Issuer. NBNW holds 68.6% of Grace's voting rights. NBNW is a holding company indirectly and wholly owned by a family trust set up by Bin Li. Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 68.6% of the 18,830,582,710 Class A Ordinary Shares, or 12,922,464,866 Class A Ordinary Shares, of the Issuer directly held by Grace. On October 8, 2025, Grace transferred to a third-party buyer 924,000,000 Class A Ordinary Shares for a consideration of US$7,700,000.
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 63,726,805,736 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 August 31, 2025. On October 8, 2025, Grace transferred to a third-party buyer 924,000,000 Class A Ordinary Shares for a consideration of US$7,700,000, at the price of US$0.0083 per Class A Ordinary Share and pursuant to a share purchase agreement substantially in the form of Exhibit 99.1 attached hereto.
(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 the following: 1. On August 22, Grace transferred to third-party buyers 704,761,800 Class A Ordinary Shares, 440,476,200 Class A Ordinary Shares, 88,095,300 Class A Ordinary Shares, 750,000,000 Class A Ordinary Shares and 150,000,000 Class A Ordinary Shares for a consideration of US$5,285,714, US$3,303,572, US$660,715, US$5,625,000 and US$1,125,000, respectively, each at the price of US$0.0075 per Class A Ordinary Share and pursuant to a share purchase agreement substantially in the form of Exhibit 99.1 attached hereto. 2. On August 25, 2025. Grace made a distribution of 882,310,965 Class A Ordinary Shares to a shareholder of Grace for zero consideration.
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.
Item 7.	Material to be Filed as Exhibits.
	99.1 Form of Share Purchase Agreement (incorporated herein by reference to Exhibit 99.1 to Amendment No. 13 to the Old Schedule 13D, filed on February 26, 2025) https://www.sec.gov/Archives/edgar/data/1729173/000149315225008293/ex99-1.htm

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 Grace Investment Limited

Signature:	/s/ Viva Mao
Name/Title:	Viva Mao, Director
Date:	10/10/2025

NBNW Investment Limited

Signature:	/s/ Bin Li
Name/Title:	Bin Li, Director
Date:	10/10/2025

Bin Li

Signature:	/s/ Bin Li
Name/Title:	Bin Li
Date:	10/10/2025

FAQ

What stake does Abundant Grace Investment Limited hold in UXIN after the transfers?

The filing reports Grace directly held 18,830,582,710 Class A shares representing 29.5% based on the August 31, 2025 outstanding share count.

How many UXIN shares are attributed to NBNW and Bin Li?

NBNW and Bin Li are each deemed beneficial owners of 12,922,464,866 Class A shares, representing 20.3% of the class.

What recent share sales did the filing disclose for UXIN?

On October 8, 2025 Grace sold 924,000,000 Class A shares for $7,700,000 ($0.0083 per share). In August, Grace sold multiple blocks at $0.0075 per share and distributed 882,310,965 shares for zero consideration.

Did the filing include supporting agreements for the transfers?

Yes. The amendment references a form of the share purchase agreement as Exhibit 99.1 (linked to a prior filing).

What outstanding share count did the filing use to calculate percentages for UXIN?

Percentages are calculated using 63,726,805,736 Class A shares outstanding as of August 31, 2025, excluding certain shares reserved for ADS issuances under the share incentive plan.