X Financial (XYF) amendment: Nexus and Fung report zero holdings

Rhea-AI Filing Summary

X Financial amendment to a Schedule 13G/A reports that the filing is being made on behalf of Nexus Special Situations Fund SPC and Fung Yu Wai David and that neither Reporting Person beneficially owns any Class A Ordinary Shares. The statement lists 0 shares and 0% ownership and includes CUSIP 98372W202.

Key Figures

Amount beneficially owned: 0 shares Percent of class: 0% CUSIP: 98372W202 +3 more

6 metrics

Amount beneficially owned 0 shares Schedule 13G/A amendment

Percent of class 0% Ownership reported in Item 4

CUSIP 98372W202 Class A Ordinary Shares identifier

Par value $0.0001 per share Class A Ordinary Shares stated par value

Signature date 05/01/2026 Date signed by reporting person

Document date reference 03/31/2026 Date shown near header

Key Terms

Schedule 13G/A, Reporting Person, Beneficially owns

3 terms

Schedule 13G/A regulatory

"This amendment to is being filed to report that neither of the Reporting Persons"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Reporting Person regulatory

"This statement is filed on behalf of: Nexus Special Situations Fund SPC Fung Yu Wai David"

Beneficially owns regulatory

"neither of the Reporting Persons beneficially owns any Ordinary Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

X Financial

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

98372W202

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

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, China 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: This amendment to Schedule 13G is being filed to report that neither of the Reporting Persons beneficially owns any Ordinary Shares.
(b)	Percent of class: 0%
(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: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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.

Nexus Special Situations Fund SPC

Signature:	/s/ Fung Yu Wai David
Name/Title:	Fung Yu Wai David, Director
Date:	05/01/2026

Fung Yu Wai David

Signature:	/s/ Fung Yu Wai David
Name/Title:	Fung Yu Wai David
Date:	05/01/2026

FAQ

What does X Financial's (XYF) Schedule 13G/A amendment state?

The amendment states that Nexus Special Situations Fund SPC and Fung Yu Wai David beneficially own 0 shares of Class A Ordinary Shares and report 0% ownership, referencing CUSIP 98372W202. The filing lists the reporting parties and their business address.

Who are the reporting persons named in the XYF filing?

The filing is reported on behalf of Nexus Special Situations Fund SPC (Cayman Islands) and Fung Yu Wai David (Hong Kong). The principal business address given is 10/F, No. 8 Queen's Road Central, Hong Kong.

Does the XYF amendment disclose any beneficial ownership amount?

No; the amendment explicitly reports that neither Reporting Person beneficially owns any Class A Ordinary Shares, listing the amount beneficially owned as 0 shares and percent of class as 0%.

What class and CUSIP are referenced in the XYF Schedule 13G/A?

The filing references Class A Ordinary Shares, par value $0.0001 per share with CUSIP 98372W202. That class and CUSIP are used to identify the securities covered by the ownership statement.

When was the Schedule 13G/A amendment signed for XYF?

The amendment shows signature dates of 05/01/2026 by Fung Yu Wai David, indicating the filing was executed on that date as the attesting signature for the reporting persons.