Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
December 21 2023 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 1
)*
Uxin Limited
(Name of Issuer)
Class A
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
91818X108**
(CUSIP Number)
Ning Zhang
Morgan, Lewis & Bockius, LLP
Beijing Kerry Centre South Tower, Suite 823
No. 1 Guang Hua Road, Chaoyang District,
Beijing 100020,
China
+8610 5876-3586
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 2023
(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 remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** This CUSIP number pertains to the Issuer’s
American Depositary Shares, each representing thirty Class A Ordinary Shares.
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).
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CUSIP
No. 91818X108 |
13D |
Page 2 of 5 |
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1 |
NameS of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Alpha Wealth Global Limited |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* |
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2 |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS* (See Instructions) |
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OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
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6 |
citizenship or place of organization |
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BVI |
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole voting power |
0 |
8 |
shared voting power |
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9 |
sole dispositive power |
0 |
10 |
shared dispositive power |
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11 |
aggregate amount beneficially owned by each reporting person |
0 |
12 |
check
if the aggregate amount in row (11) excludes certain shares (See INstructions)*
¨ |
|
13 |
percent of class represented by amount in row (11) |
0% |
14 |
type of reporting person* |
CO |
*SEE INSTRUCTION BEFORE FILLING
OUT
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CUSIP
No. 91818X108 |
13D |
Page 3 of 5 |
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1 |
NameS of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Tao Huang |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* |
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2 |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS* (See Instructions) |
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OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
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6 |
citizenship or place of organization |
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Hong Kong |
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole voting power |
|
8 |
shared voting power |
0 |
9 |
sole dispositive power |
|
10 |
shared dispositive power |
0 |
11 |
aggregate amount beneficially owned by each reporting person |
0 |
12 |
check
if the aggregate amount in row (11) excludes certain shares (See INstructions)* ¨ |
|
13 |
percent of class represented by amount in row (11) |
0% |
14 |
type of reporting person* |
IN |
*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP
No. 91818X108 |
13D |
Page 4 of 5 |
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| Item 1. | Security and Issuer |
This Amendment No. 1 to the statement on Schedule
13D (this “Amendment”) relates to the Class A ordinary shares, par value US$0.0001 per share (the “Class A
Ordinary Shares”), of Uxin Limited, a company organized under the laws of the Cayman Islands (the “Issuer”),
whose principal executive offices are located at 21/F, Donghuang Building, No. 16 Guangshun South Avenue, Chaoyang District, Beijing 100102,
People's Republic of China.
This Amendment supplements and amends the statement
on Schedule 13D filed on July 10, 2023 (the “Initial Statement”). Capitalized terms used in this Amendment, but not
otherwise defined, have the meanings given to them in the Initial Statement.
Other than as amended by this Amendment, the disclosures
in the Initial Statement are unchanged. Responses to each item of this Amendment are incorporated by reference into the responses to each
other item, as applicable.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Initial Statement is hereby amended
and restated with the following:
Not applicable.
| Item 4. | Purpose of Transaction |
The second to the last paragraph of Item 4 of the Initial Statement
is hereby deleted and replaced with the following:
To date, the closing with respect to Alpha under
the Warrant Agreement has not occurred. On December 20, 2023, the Issuer and Alpha mutually agreed to terminate the Warrant Agreement
as between the Issuer and the Alpha Warrant has been extinguished.
| Item 5. | Interest in Securities of the Issuer |
Item 5 (a-b) of the Initial Statement is hereby
amended and restated with the following:
(a-b) The Reporting Persons’ beneficial
ownership of the Class A Ordinary Shares reported as beneficially owned herein is nil.
Item 5 (c) of the Initial Statement is hereby
amended and restated with the following:
(c) None
of the Reporting Persons has engaged in any transactions in the Issuer’s securities in the last 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Initial Statement is hereby amended
and supplemented by adding the paragraph below to the end:
On December 20, 2023, the Issuer and Alpha mutually
agreed to terminate the Warrant Agreement as between the Issuer and Alpha and the Alpha Warrant has been extinguished.
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.
Dated: December 21, 2023
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ALPHA WEALTH GLOBAL LIMITED |
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By: |
/s/
Tao Huang |
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Tao Huang, Director |
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Tao Huang |
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By: |
/s/ Tao
Huang |
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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