Nexus Special Situations files 13G/A on XYF: 1,933,333 ADSs

Rhea-AI Filing Summary

Nexus Special Situations Fund SPC and Fung Yu Wai David filed an amended Schedule 13G reporting beneficial ownership in X Financial (XYF). They report 11,599,998 Class A Ordinary Shares, representing 7.9% of the class. The holdings are recorded in the name of Nexus and are represented by 1,933,333 American Depositary Shares, with each ADS equal to six ordinary shares. The filing relates to the event date September 30, 2025.

The ownership percentages are based on 147,700,795 Class A Ordinary Shares outstanding as of June 30, 2025, as provided by the company. Voting and disposition rights are reported as shared for 11,599,998 shares and sole power for 0 shares for each reporting person.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

X Financial

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

98372W202

(CUSIP Number)

09/30/2025

(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 11,599,998.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,599,998.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,599,998.00

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)

7.9 %

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 11,599,998.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,599,998.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,599,998.00

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)

7.9 %

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 September 30, 2025, based upon 147,700,795 Class A Ordinary Shares outstanding as of June 30, 2025, as provided by the Issuer. Nexus Special Situations Fund SPC is the record holder of 11,599,998 Ordinary Shares represented by 1,933,333 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: 7.9%
(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: 11,599,998
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 11,599,998
Item 5.	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:	11/07/2025

Fung Yu Wai David

Signature:	/s/ Fung Yu Wai David
Name/Title:	Fung Yu Wai David
Date:	11/07/2025

FAQ

What did XYF disclose in this Schedule 13G/A?

Nexus Special Situations Fund SPC and Fung Yu Wai David reported beneficial ownership of 11,599,998 Class A shares, or 7.9% of X Financial.

How many ADSs correspond to the reported XYF ownership?

The position is represented by 1,933,333 ADSs, with each ADS equal to six ordinary shares.

What is the ownership percentage of Nexus and Fung Yu Wai David in XYF?

They report beneficial ownership of 7.9% of XYF’s Class A Ordinary Shares.

What is the basis for the ownership percentage calculation?

It is based on 147,700,795 Class A shares outstanding as of June 30, 2025, as provided by the issuer.

What voting and dispositive powers are reported?

Each reporting person lists shared power over 11,599,998 shares and sole power over 0 shares for voting and disposition.

What is the event date for this ownership report?

The filing relates to an event on September 30, 2025.

Who are the reporting persons in this XYF 13G/A?

The reporting persons are Nexus Special Situations Fund SPC and Fung Yu Wai David.