|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
UP Fintech Holding Ltd (Name of Issuer) |
American Depositary Shares, each representing 15 Class A ordinary shares (Title of Class of Securities) |
(CUSIP Number) |
06/08/2025 (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. |
| 1 | Names of Reporting Persons
Avenir Tech Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00 | ||||||||
| 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)
10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent the 16,562,016 American Deposit Shares of the Issuer ("ADSs") directly held by Avenir Tech Limited ("Avenir Tech"), and the 2,925,687 ADSs held by LL (BVI) Investment Limited, over which Avenir Tech exercises sole voting power and sole dispositive power.
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Avenir View Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00 | ||||||||
| 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)
10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent the 19,487,703 ADSs beneficially owned by Avenir Tech. Avenir Tech is wholly owned by Avenir View Limited ("Avenir View").
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Avenir Investment Holdings Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00 | ||||||||
| 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)
10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent the 19,487,703 ADSs beneficially owned by Avenir Tech. Avenir Tech is wholly owned by Avenir View, which is in turn wholly owned by Avenir Investment Holdings Limited ("Avenir Investment").
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
LI Lin | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00 | ||||||||
| 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)
10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares reported above represent the 19,487,703 ADSs beneficially owned by Avenir Tech. Avenir Tech is wholly owned by Avenir View, which is in turn wholly owned by Avenir Investment. Mr. LI Lin owns 100% of the equity interest in Avenir Investment.
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
UP Fintech Holding Ltd | |
| (b) | Address of issuer's principal executive offices:
18F,NO.16 TAIYANGGONG RD,CHAOYANG DIST., 18F,NO.16 TAIYANGGONG RD,CHAOYANG DIST., BEIJING, CHINA, 100020. | |
| Item 2. | ||
| (a) | Name of person filing:
Avenir Tech Limited
Avenir View Limited
Avenir Investment Holdings Limited
LI Lin
(each a "Reporting Person", collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
For the purpose of this filing, the address for all Reporting Persons is 22/F, AIA Central, 1 Connaught Road Central, Central Hong Kong | |
| (c) | Citizenship:
Avenir Tech Limited: British Virgin Islands
Avenir View Limited: British Virgin Islands
Avenir Investment Holdings Limited: British Virgin Islands
LI Lin: Hong Kong | |
| (d) | Title of class of securities:
American Depositary Shares, each representing 15 Class A ordinary shares | |
| (e) | CUSIP No.:
| |
| 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:
19,487,703.00 | |
| (b) | Percent of class:
10.9 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
19,487,703.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
19,487,703.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
| 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.
|
|
|
|
|
|
|
|
|
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the American Depositary Shares of UP Fintech Holding Limited (the "Issuer"), each representing 15 Class A ordinary shares of the Issuer, and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts. Dated: June 16, 2026 Avenir Tech Limited By: /s/ LI Lin Name: LI Lin Title: Director Avenir View Limited By: /s/ LI Lin Name: LI Lin Title: Director Avenir Investment Holdings Limited By: /s/ LI Lin Name: LI Lin Title: Director LI Lin By: /s/ LI Lin Name: LI Lin Title: Individual