X Financial: preliminary non-binding $6.03/ADS bid

If completed, the transaction would make X Financial’s ADSs eligible for registration termination and lead to their delisting from the New York Stock Exchange.

Available on EDGAR 11/06/2026 - 04:36 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:35 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

X Financial received a preliminary, non-binding proposal from Mangrove Coast Investment Limited on November 6, 2026, to acquire all ordinary shares not beneficially owned by Mangrove for US$6.03 in cash per ADS, or US$1.005 in cash per ordinary share.

The proposal is subject, among other things, to negotiation and execution of definitive and related agreements mutually acceptable to both parties; neither is obligated to complete it, and a binding commitment would arise only upon execution of definitive documents. If completed, X Financial’s ADSs would be eligible for termination of registration and would be delisted from the New York Stock Exchange. Yue (Justin) Tang, X Financial’s chairman and chief executive officer, reported beneficial ownership of 110,866,701 ordinary shares, including 98,765,278 held by Mangrove.

Filing Explained

This Schedule 13D says the reporting persons may be deemed a group in connection with Mangrove’s preliminary, non-binding proposal, and discloses that Mangrove’s 97,600,000 Class B shares carry 20 votes each, versus one vote per Class A share, giving its holding greater voting weight per share.

Key Figures

Proposed cash consideration per ADS: US$6.03 per ADS Proposed cash consideration per ordinary share: US$1.005 per ordinary share Yue (Justin) Tang beneficial ownership: 110,866,701 ordinary shares +4 more

7 metrics

Proposed cash consideration per ADS US$6.03 per ADS Preliminary, non-binding acquisition proposal

Proposed cash consideration per ordinary share US$1.005 per ordinary share Preliminary, non-binding acquisition proposal

Yue (Justin) Tang beneficial ownership 110,866,701 ordinary shares Includes shares held by Mangrove Coast Investment Limited

Mangrove Coast Investment Limited beneficial ownership 98,765,278 ordinary shares Reported beneficial ownership

Yue (Justin) Tang reported beneficial ownership percentage 47.97% Calculated using ordinary shares outstanding as of March 31, 2026, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis

Mangrove Coast Investment Limited reported beneficial ownership percentage 42.74% Calculated using ordinary shares outstanding as of March 31, 2026, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis

Ordinary shares issued and outstanding 231,097,037 ordinary shares As of March 31, 2026; assumes conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis

Key Terms

non-binding, beneficially owned, rollover equity, definitive agreements, +1 more

5 terms

non-binding financial

"preliminary, non-binding letter"

"Non-binding" describes an agreement or statement that does not legally require the parties involved to follow through with its terms. It’s like a handshake or a written promise that shows intent but isn’t enforceable by law. For investors, understanding whether an agreement is binding or non-binding helps gauge how seriously the parties are committed and how much weight to give to the promises made.

beneficially owned financial

"all of the ordinary Shares not beneficially owned by Mangrove"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

rollover equity financial

"cash and/or rollover equity in the Company"

Rollover equity is the process of transferring ownership stakes from one investment or ownership structure to another, often when a business undergoes changes like a sale or restructuring. It allows existing investors or owners to maintain their interest and potentially benefit from future growth without cashing out completely. For investors, rollover equity can be a way to stay involved and share in the success of the company’s next phase.

definitive agreements financial

"negotiation and execution of definitive agreements"

Definitive agreements are the final, legally binding contracts that set the exact terms of a corporate deal—such as a merger, acquisition, asset sale, or major financing. They matter to investors because signing them turns rough plans into concrete obligations that determine price, timing, required approvals and what happens if the deal falls through; think of them as the signed purchase contract in a house sale that makes the deal official and enforceable.

termination of registration regulatory

"eligible for termination of registration"

FAQ

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

What price did Mangrove propose for XYF?

Mangrove Coast Investment Limited proposed US$6.03 in cash per ADS, or US$1.005 in cash per ordinary share, to acquire all ordinary shares not beneficially owned by Mangrove.

What conditions apply to Mangrove’s proposed acquisition of XYF?

The proposal is preliminary and non-binding, and is subject, among other things, to negotiation and execution of definitive and related agreements mutually acceptable to X Financial and Mangrove. Neither party is obligated to complete the transaction; a binding commitment would arise only upon execution of definitive documents.

How would Mangrove finance its proposed acquisition of XYF?

Mangrove anticipated funding the proposed transaction with a combination of debt and equity capital. Mangrove and its affiliates would provide equity financing in cash and/or rollover equity in X Financial, while third-party financial institutions would provide debt financing through loans.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

X Financial

(Name of Issuer)

American depositary shares, each ADS represents 6 Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001

(Title of Class of Securities)

98372W103

(CUSIP Number)

Yue (Justin) Tang
7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ, NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST
SHENZHEN, F4, 518067
86-0755-86282977

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

11/06/2026

(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): 98372W103

1

Name of reporting person

Mangrove Coast 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 98,765,278.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 98,765,278.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

98,765,278.00

12

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

13

Percent of class represented by amount in Row (11)

42.74 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 1,165,278 Class A ordinary shares in form of 194,213 ADSs and 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue (Justin) Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percent of class is calculated based on 231,097,037 ordinary shares issued and outstanding as of March 31, 2026, being the sum of (i) 133,497,037 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

SCHEDULE 13D

CUSIP Number(s): 98372W103

1

Name of reporting person

Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust

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

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 98,765,278.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 98,765,278.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

98,765,278.00

12

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

13

Percent of class represented by amount in Row (11)

42.74 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Represents 1,165,278 Class A ordinary shares in form of 194,213 ADSs and 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue (Justin) Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percent of class is calculated based on 231,097,037 ordinary shares issued and outstanding as of March 31, 2026, being the sum of (i) 133,497,037 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

SCHEDULE 13D

CUSIP Number(s): 98372W103

1

Name of reporting person

Yue (Justin) Tang

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

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 110,866,701.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 110,866,701.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

110,866,701.00

12

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

13

Percent of class represented by amount in Row (11)

47.97 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents (i) 6,197,778 Class A ordinary shares in form of 1,032,963 ADS and 5,903,645 Class A ordinary shares held by Yue (Justin) Tang and (ii) 1,165,278 Class A ordinary shares in form of 194,213 ADSs and 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue (Justin) Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Percent of class is calculated based on 231,097,037 ordinary shares issued and outstanding as of March 31, 2026, being the sum of (i) 133,497,037 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: American depositary shares, each ADS represents 6 Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001
(b)	Name of Issuer: X Financial
(c)	Address of Issuer's Principal Executive Offices: 7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ, NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST, SHENZHEN, CHINA , 518067.
Item 2.	Identity and Background
(a)	Mr. Yue (Justin) Tang Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust (the "Trust") Mangrove Coast Investment Limited
(b)	Mr. Yue (Justin) Tang's business address is located at 7-8F, Block A, Aerospace Science and Technology Plaza, No. 168, Haide Third Avenue, Nanshan District, Shenzhen, 518067, the People's Republic of China. The Trust's registered address is at Building No.2, Western Business Center, Mount Pleasant Village, Western Road, PO Box SP-63131, Nassau, Bahamas. Rhone Trustees (Bahamas) Ltd acts as the trustee for the Trust. Mr. Yue (Justin) Tang is the settlor for the Trust. The beneficiaries of the Trust are Mr. Yue (Justin) Tang and his family. Mangrove Coast Investment Limited's registered address is at Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands.
(c)	Mr. Yue (Justin) Tang is the chairman of the board and chief executive officer of X Financial. The Trust's principal business is investment holding. Mangrove Coast Investment Limited is wholly owned by the Trust and its principal business is investment holding. Mr. Yue (Justin) Tang serves as the sole director of Mangrove Coast Investment Limited.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or 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)	Mr. Yue (Justin) Tang is a citizen of Malta. The Trust is a trust organized under the laws of Bahamas. Mangrove Coast Investment Limited is a company incorporated under the laws of the British Virgin Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	This Statement is being filed because, under the facts and circumstances described in Items 2, 4 and 5, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. It is anticipated that funding for the Proposed Transaction (as defined in Item 4) will be provided by a combination of debt and equity capital. Equity financing will be provided by Mangrove and its affiliates in the form of cash and/or rollover equity in the Company. Debt financing will be provided by loans from third party financial institutions. The descriptions of the principal terms of the Proposal (as defined in Item 4) under Item 4 are incorporated herein by reference in its entirety.
Item 4.	Purpose of Transaction
	On November 6, 2026, Mangrove Coast Investment Limited ("Mangrove") submitted a preliminary, non-binding letter (the "Proposal", incorporated herewith as Exhibit 99.2) to the board of directors of the Issuer (the "Board") related to the proposed acquisition of all of the ordinary Shares not beneficially owned by Mangrove for US$6.03 in cash per ADS, or US$1.005 in cash per ordinary Share (the "Proposed Transaction"). The Proposal is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements and other related agreements mutually acceptable in form and substance to the Issuer and Mangrove. Neither the Issuer nor Mangrove is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation. If the Proposed Transaction is completed, the Issuer's ADSs would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from the New York Stock Exchange. References to the Proposal in this Statement is qualified in their entirety by reference to the Proposal, which is attached hereto as exhibits and incorporated herein by reference as if set forth in its entirety herein. Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(b)	The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(c)	The Reporting Persons have not effected any transaction in the Class A ordinary shares of the Issuer during the past 60 days, except as otherwise disclosed in this Schedule 13D.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement by and among the Reporting Persons, dated November 6, 2026 (filed herewith). Exhibit 99.2 - Proposal to the board of directors of the Issuer from Mangrove Coast Investment Limited, dated November 6, 2026 (filed herewith).

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.

Mangrove Coast Investment Limited

Signature:	/s/ Yue (Justin) Tang
Name/Title:	Yue (Justin) Tang/ Director
Date:	11/06/2026

Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust

Signature:	/s/ Keisha Cleare
Name/Title:	Keisha Cleare/ Authorised Signatory
Date:	11/06/2026

Signature:	/s/ Kimberly Strachan
Name/Title:	Kimberly Strachan/ Authorised Signatory
Date:	11/06/2026

Yue (Justin) Tang

Signature:	/s/ Yue (Justin) Tang
Name/Title:	Yue (Justin) Tang
Date:	11/06/2026