[SCHEDULE 13D/A] Wah Fu Education Group Ltd SEC Filing

Rhea-AI Filing Summary

Wah Fu Education Group Ltd. reporting persons disclose ownership and recent sales of ordinary shares. The filing shows Xinghui Yang beneficially owns 1,159,996 shares, equal to 39.69% of the 2,922,559 shares outstanding, held through River Business Limited (1,084,028 shares) and Silver Thousand International (75,968 shares). The filing states certain shares were sold pursuant to Rule 144 to meet personal financial obligations, but the reporting persons say they have no plans to change the companys business or corporate structure. No agreements affecting voting or disposition of shares were disclosed.

Positive

• Transparent disclosure of beneficial ownership across entities and of recent Rule 144 share sales
• Founder retains significant stake (39.69%), preserving continuity of control
• No contracts or arrangements stated that could indicate undisclosed governance changes or coordinated transfers

Negative

• Insider share sales were made to meet personal financial obligations, reducing the founders free float and potentially signaling liquidity needs
• Concentrated ownership (near 40%) means corporate control remains highly dependent on a single individual
• Shared dispositive power over 75,968 shares through Silver Thousand International introduces a partial layering of control that may complicate voting predictability

Insights

Financial Analyst

TL;DR: Founder still holds a large, near-40% stake but disclosed recent Rule 144 sales to meet personal obligations, reducing insider liquidity cushion.

The disclosure indicates the founder retains significant control through a combination of entities, with 1,084,028 shares held directly via River Business Limited and additional economic exposure via Silver Thousand International. The sale under Rule 144 signals insider liquidity needs rather than corporate change, and the absence of agreements or arrangements suggests no coordinated transaction or takeover attempt. Investors should note concentrated ownership can both stabilize control and increase single-holder influence on corporate decisions.

Corporate Governance Expert

TL;DR: Beneficial ownership remains concentrated; documentation is transparent and shows limited governance arrangements.

The filing is straightforward: the reporting persons affirm no contracts, arrangements, or plans for material changes, and they disclosed the mechanics of shareholdings across entities. Shared dispositive power over 75,968 shares through Silver Thousand International introduces a minor shared control element, but the majority voting/dispositive power rests with the founder via River Business Limited. The filing improves transparency about insider dispositions and ownership structure without revealing new governance commitments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Wah Fu Education Group Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G94184101

(CUSIP Number)

Xinghui Yang
L207b, Hesheng Fortune Plaza,, No.13 Deshengmenwai Street, Xicheng Dist
Beijing, F4, 100088
86 10 5994 2599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/16/2025

(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. G94184101

1

Name of reporting person

River Business 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)

WC

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 1,084,028.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,084,028.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,084,028.00

12

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

13

Percent of class represented by amount in Row (11)

37.10 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1. Represents 1,084,028.00 ordinary shares of the Issuer, held by River Business Limited, a British Virgin Islands Company. As the holder of all of the equity interest in River Business Limited, Xinghui Yang has voting and dispositive power with respect to all of the ordinary shares of the Company held by River Business Limited. 2. This percentage is calculated based on a total of 2,922,559 Ordinary Shares outstanding as of July 31, 2025, as derived from data reported in the Form 20-F filed on that date.

SCHEDULE 13D

CUSIP No. G94184101

1

Name of reporting person

Silver Thousand International

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)

WC

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 320,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 320,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

320,000.00

12

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

13

Percent of class represented by amount in Row (11)

10.95 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

3. Represents 320,000 ordinary shares of the Issuer, held by Silver Thousand International, a British Virgin Islands Company. Silver Thousand International is 76.26% owned by HFGFR INC. and 23.74% (75,968 shares) owned by Xinghui Yang.

SCHEDULE 13D

CUSIP No. G94184101

1

Name of reporting person

Xinghui Yang

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)

PF

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 1,084,028.00
8	Shared Voting Power 75,968.00
9	Sole Dispositive Power 1,084,028.00
10	Shared Dispositive Power 75,968.00

11

Aggregate amount beneficially owned by each reporting person

1,159,996.00

12

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

13

Percent of class represented by amount in Row (11)

39.69 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

4. Xinghui Yang holds 1,084,028 ordinary shares through River Business Limited and 75,968 ordinary shares held through Silver Thousand International.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: Wah Fu Education Group Ltd.
(c)	Address of Issuer's Principal Executive Offices: L207b, Hesheng Fortune Plaza, No.13 Deshengmenwai Street, Xicheng Dist, Beijing, CHINA , 100088.
Item 2.	Identity and Background
(a)	(i) River Business Limited (ii) Silver Thousand International (iii) Xinghui Yang
(b)	(i) River Business Limited: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (ii) Silver Thousand International: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (iii) Xinghui Yang
(c)	The principal business of River Business Limited and Silver Thousand International is holding business. The principal occupation of Mr. Xinghui Yang is serving as director of above companies.
(d)	During the last five years, The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, The Reporting Person was not a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment
(f)	(i) River Business Limited: British Virgin Islands (ii) Silver Thousand International: British Virgin Islands (iii) Xinghui Yang: People's Republic of China
Item 3.	Source and Amount of Funds or Other Consideration
	The securities reported herein were originally acquired by the Reporting Person as founder of Wah Fu Education Group Ltd. prior to its initial public offering. The changes reported in this Amendment reflect the sale of such securities by the Reporting Person.
Item 4.	Purpose of Transaction
	The Reporting Person Xinghui Yang sold the securities to meet certain personal financial obligations. Except as described herein, the Reporting Person does not currently have any plans or proposals that would result in any material change to the Issuer's business, corporate structure, or policies.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person Xinghui Yang beneficially owns 1,159,996 shares of Ordinary Shares, which represents 39.69% of the outstanding ordinary shares of the Issuer. Xinghui Yang holds 1,084,028 ordinary shares through River Business Limited and 75,968 ordinary shares held through Silver Thousand International. Silver Thousand International is 76.26% owned by HFGFR INC. and 23.74% (75,968 shares) owned by Xinghui Yang. The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on 2,922,559 Ordinary Shares outstanding as of July 31, 2025, as derived from data reported in the Form 20-F filed on that date.
(b)	The Reporting Person, Xinghui Yang, holds 1,084,028 ordinary shares through River Business, with sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of such shares. Additionally, Xinghui Yang holds 75,968 ordinary shares through Silver Thousand International, sharing the power to dispose or to direct the disposition with HFGFR INC.
(c)	The Reporting Person sold certain shares of the Issuer's securities pursuant to Rule 144 in the past 60 days. The Reporting Person has sole power to receive dividends and direct the disposition of the securities.
(d)	To the best knowledge of the Reporting Persons, 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, any of the Common Shares beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees, or division of profits or losses.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement

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.

River Business Limited

Signature:	/s/ Xinghui Yang
Name/Title:	Xinghui Yang/Director
Date:	09/22/2025

Silver Thousand International

Signature:	/s/ Xinghui Yang
Name/Title:	Xinghui Yang/Director
Date:	09/22/2025

Xinghui Yang

Signature:	/s/ Xinghui Yang
Name/Title:	Xinghui Yang
Date:	09/22/2025

FAQ

How many Wah Fu Education Group Ltd. (WAFU) shares does Xinghui Yang beneficially own?

The filing states Xinghui Yang beneficially owns 1,159,996 shares, representing 39.69% of the 2,922,559 shares outstanding.

Which entities hold WAFU shares on behalf of Xinghui Yang?

Shares are held through River Business Limited (1,084,028 shares) and Silver Thousand International (75,968 shares).

Did the reporting persons sell any WAFU shares recently?

Yes. The filing discloses that certain shares were sold pursuant to Rule 144 to meet personal financial obligations.

Are there any agreements or arrangements affecting WAFU share voting or disposition?

No. The filing states there are no contracts, arrangements, understandings, or relationships with respect to the issuers securities.

What percentage of WAFU does Silver Thousand International represent?

Silver Thousand International beneficially owns 320,000 shares, equal to 10.95% of the outstanding ordinary shares; 75,968 of those shares are owned by Xinghui Yang.