SEC Form SC 13D/A filed by Uxin Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

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.

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* 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 three hundred 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).

*SEE INSTRUCTION BEFORE FILLING OUT

¹ Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral, which is the sum of (i) 15,438,452,038 Class A Ordinary Shares converted from 218,467,812 Senior Convertible Preferred Shares issued to Astral pursuant to the Subscription Agreement (as described in Item 2 in the Initial Statements) reflecting the Anti-dilution Adjustment (as described in Item 5, same as below), and (ii) 2,058,460,272 Class A Ordinary Shares converted from 218,818,380 Senior Convertible Preferred Shares issued to Astral pursuant to the Warrant (and the Warrant Agreement) held by Astral (as described in Item 2 in the Initial Statements) reflecting the Anti-dilution Adjustment.

² The calculation assumes that there is a total of 56,340,762,528 Class A Ordinary Shares outstanding, which is the sum of (i) 1,379,873,273 Class A Ordinary Shares (excluding 21,654,502 Class A Ordinary Shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plan) outstanding immediately before the Conversion (as described in Item 5, same as below), and (ii) 54,960,889,255 Class A Ordinary Shares converted from 2,810,961,908 Senior Convertible Preferred Shares as a result of the Conversion occurred on March 27, 2024 after reflecting the Anti-dilution Adjustment.

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This Amendment No. 9 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, Schedule 13D Amendment No. 1, Schedule 13D Amendment No. 2, Schedule 13D Amendment No. 3, Schedule 13D Amendment No. 4, Schedule 13D Amendment No. 5, Schedule 13D Amendment No. 6, Schedule 13D Amendment No. 7 and Schedule 13D Amendment No. 8 filed on July 22, 2021, November 16, 2021, January 26, 2022, March 29, 2022, July 5, 2022, August 2, 2022, January 19, 2023, June 7, 2023 and August 23, 2023 respectively (as amended, the “Initial Statements”). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statements.

Other than as amended by this Amendment, the disclosures in the Initial Statements are unchanged. Responses to each item of this Amendment are incorporated by reference into the responses to each other item, as applicable.

(a) Name of Person Filing

Item 2(a) of the Initial Statements is hereby amended and supplemented by adding the following paragraph to the end:

The second and third paragraphs of Item 5 (a-b) are incorporated by reference into this Item 2.

Item 5 (a-b) of the Initial Statements is hereby amended and restated with the following:

(a-b)          The information in the cover pages of this Schedule 13D is incorporated by reference. The calculation of the beneficial ownership percentage of the outstanding Class A Ordinary Shares is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act and assumes that there is currently a total of 56,340,762,528 Class A Ordinary Shares outstanding, which is the sum of (i) 1,379,873,273 Class A Ordinary Shares (excluding 21,654,502 Class A Ordinary Shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plan) outstanding immediately before the Conversion (as defined below), and (ii) 54,960,889,255 Class A Ordinary Shares converted from 2,810,961,908 Senior Convertible Preferred Shares as a result of the Conversion occurred on March 27, 2024 after reflecting the Anti-dilution Adjustment (as defined below).

The Reporting Persons’ beneficial ownership of the Class A Ordinary Shares reported as beneficially owned herein includes (i) 15,438,452,038 Class A Ordinary Shares converted from 218,467,812 Senior Convertible Preferred Shares held by Astral and acquired pursuant to the Subscription Agreement at a conversion price of US$0.004858 per share reflecting the Anti-dilution Adjustment, and (ii) 2,058,460,272 Class A Ordinary Shares converted from 218,818,380 Senior Convertible Preferred Shares held by Astral and acquired pursuant to the Warrant (and the Warrant Agreement) at a conversion price of US$0.004858 per share reflecting the Anti-dilution Adjustment. On March 26, 2024, the Issuer issued 1,440,922,190 Senior Convertible Preferred Shares to Xin Gao Group Limited (“Xin Gao”) at US$0.004858 (equivalent to US$1.4574 per ADS) pursuant to a Share Subscription Agreement by and between the Issuer and Xin Gao dated March 26, 2024 (the “Xin Gao Transaction”). The Xin Gao Transaction constitutes a Dilutive Issuance under the Third Amended and Restated Certificate of Designation of Senior Convertible Preferred Shares of the Issuer dated March 26, 2024 (as amended and restated from time to time, the “Certificate of Designation”) because the issuance price of the Senior Convertible Preferred Shares under the Xin Gao Transaction is lower than the conversion price of the Senior Convertible Preferred Shares held by Astral prior to the closing of the Xin Gao Transaction. Therefore, the conversion price of each Senior Convertible Preferred Share outstanding immediately prior to the closing of the Xin Gao Transaction held by Astral and any other investors (including all the Senior Convertible Preferred Shares issued to Astral and any other investors pursuant to the Subscription Agreement and the Warrant Agreement) was further reduced and adjusted to US$0.004858 with effect from March 26, 2024 by operation of and in accordance with the Certificate of Designation (the “Anti-dilution Adjustment”). Upon the Anti-dilution Adjustment occurred on March 26, 2024, the beneficial ownership percentage of the outstanding Class A Ordinary Shares of each of the Reporting Persons was 92.7%. This calculation is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act, which requires the assumption that, upon the Anti-dilution Adjustment (but before the Conversion), Astral, but only Astral, had converted its Senior Convertible Preferred Shares and assumes that there was a total of 1,379,873,273 Class A Ordinary Shares outstanding (excluding 21,654,502 Class A Ordinary Shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plan) upon the Anti-dilution Adjustment (but before the Conversion).

On March 27, 2024, the holders of all of the then issued and outstanding Senior Convertible Preferred Shares (including Astral) converted all of their Senior Convertible Preferred Shares into Class A Ordinary Shares at a conversion price of US$0.004858 pursuant to the Certificate of Designation (the “Conversion”). After the completion of the Conversion, the beneficial ownership percentage of the outstanding Class A Ordinary Shares of each of the Reporting Persons as calculated pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act was reduced to 31.1%.

Item 6 of the Initial Statements is hereby amended and supplemented by adding the following paragraphs to the end:

Second Amended and Restated Investors’ Rights Agreement

On March 26, 2024, the Issuer, Astral and certain other parties thereto entered into a Second Amended and Restated Investors’ Rights Agreement which replaced and superseded the Amended and Restated Investors’ Rights Agreement dated July 27, 2022. Pursuant to the Second Amended and Restated Investors’ Rights Agreement, the Issuer granted Astral certain information rights, the right of first offer over future issuances of securities, and a right of first refusal and co-sale right (subject to certain exceptions) with respect to transfer of shares by Mr. Kun Dai and/or Xin Gao.

In addition, subject to certain exceptions, neither Mr. Kun Dai nor Xin Gao may, during the applicable lock-up period, transfer, or publicly announce an intention to transfer, any equity securities in the Issuer held by Mr. Kun Dai, Xin Gao or their respective permitted transferees as of the date thereof, without the prior written consent of Astral and NIO Capital.

Second Amended and Restated Voting Agreement

On March 26, 2024, the Issuer, Astral and certain other parties thereto entered into a Second Amended and Restated Voting Agreement (the “Second A&R Voting Agreement”) which replaced and superseded the Amended and Restated Voting Agreement dated August 17, 2023. Pursuant to the Second A&R Voting Agreement, the board of directors of the Issuer (the “Board”) shall consist of six directors or such other number of directors as approved by the Board (including the affirmative consent of the directors nominated by Astral and NIO Capital), among which, subject to certain limitations set forth in the Second A&R Voting Agreement, Astral shall be entitled to nominate one director, NIO Capital shall be entitled to nominate one director, NIO Capital and Astral shall be collectively entitled to nominate two independent directors and Mr. Kun Dai or the Board shall be entitled to appoint the third independent director. Each party to the Second A&R Voting Agreement (other than the Issuer) has agreed that they shall vote the equity securities of the Issuer held by them at any general meeting of shareholders and take all other necessary actions, and cause their nominated directors to vote at any meeting of the Board and take all other necessary actions, in each case, in order to ensure the Board composition set forth above.

Because of the arrangements in the Second A&R Voting Agreement, the parties to that agreement (excluding the Issuer) may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons disclaim beneficial ownership of any shares of the Issuer beneficially owned by any other person, and the Schedule 13D and its amendments shall not be construed as acknowledging that the Reporting Persons for any or all purposes, beneficially own any shares of the Issuer beneficially owned by any other person. The aggregate beneficial ownership of the Reporting persons and NIO Capital is 52,490,736,929 Class A Ordinary Shares. NIO Capital has separately reported its beneficial ownership on a Schedule 13D (including the amendments thereto) filed on March 28, 2024.

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: March 28, 2024

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)