[SCHEDULE 13G/A] X Financial Amended Passive Investment Disclosure
Nexus reports 5.5% stake in X Financial
Nexus Special Situations Fund SPC and Fung Yu Wai David report beneficial ownership of 7,550,004 Class A ordinary shares of X Financial, equal to 5.5% of the class as of December 31, 2025.
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Nexus Special Situations Fund SPC and Fung Yu Wai David report beneficial ownership of 7,550,004 Class A ordinary shares of X Financial, equal to 5.5% of the class as of December 31, 2025. This is based on 136,823,629 Class A shares outstanding as of September 30, 2025.
The shares are held through 1,258,334 American Depositary Shares, with each ADS representing six ordinary shares. Both reporting persons have shared voting and disposition power over all 7,550,004 shares and no sole voting or dispositive power.
FAQ
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What ownership in X Financial (XYF) does Nexus Special Situations Fund SPC report?
Nexus Special Situations Fund SPC reports beneficial ownership of 7,550,004 Class A ordinary shares of X Financial. This stake represents 5.5% of the outstanding Class A shares, based on 136,823,629 shares reported outstanding as of September 30, 2025.
How is Nexus Special Situations Fund SPC’s X Financial (XYF) position held?
The position is held through 1,258,334 American Depositary Shares (ADSs). Each ADS represents six Class A ordinary shares of X Financial, resulting in beneficial ownership of 7,550,004 underlying ordinary shares reported in the filing.
What percentage of X Financial (XYF) shares does 7,550,004 represent?
The 7,550,004 Class A ordinary shares represent 5.5% of the class. This percentage is calculated using 136,823,629 Class A ordinary shares outstanding as of September 30, 2025, as provided by X Financial.
Who are the reporting persons in this Schedule 13G/A for X Financial (XYF)?
The reporting persons are Nexus Special Situations Fund SPC and Fung Yu Wai David. Nexus is organized in the Cayman Islands, while Fung Yu Wai David, a Hong Kong citizen, is identified as having ultimate control of the fund and sharing beneficial ownership.
What voting and dispositive powers are reported over X Financial (XYF) shares?
The reporting persons have shared voting and shared dispositive power over 7,550,004 shares. They report no sole power to vote or dispose of X Financial Class A ordinary shares; all such powers are reported on a shared basis.
As of what date is Nexus’s X Financial (XYF) ownership information reported?
The beneficial ownership information is reported as of December 31, 2025. The 5.5% ownership calculation uses X Financial’s 136,823,629 Class A ordinary shares outstanding as of September 30, 2025, as stated in the disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
X Financial
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
98372W202
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
98372W202
1
Names of Reporting Persons
Nexus Special Situations Fund SPC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,550,004.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,550,004.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,550,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.5 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
98372W202
1
Names of Reporting Persons
Fung Yu Wai David
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,550,004.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,550,004.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,550,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
X Financial
(b)
Address of issuer's principal executive offices:
7-8F, Block A, Aerospace Science&Tech Plz, No. 168, Haide Third Ave, Nanshan Dist, Shenzhen, F4, 518067
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Nexus Special Situations Fund SPC
Fung Yu Wai David
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 10/F, No. 8 Queen's Road Central, Hong Kong.
(c)
Citizenship:
Nexus Special Situations Fund SPC is organized under the laws of the Cayman Islands. Fung Yu Wai David is a citizen of Hong Kong.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
98372W202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 136,823,629 Class A Ordinary Shares outstanding as of September 30, 2025, as provided by the Issuer.
Nexus Special Situations Fund SPC is the record holder of 7,550,004 Ordinary Shares represented by 1,258,334 American Depository Shares ("ADSs"). Each ADS represents six Ordinary Shares of the Issuer. Fung Yu Wai David has ultimate control of Nexus Special Situations Fund SPC, and as a result, may be deemed to share beneficial ownership of the securities held.
(b)
Percent of class:
5.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
7,550,004
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
7,550,004
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
