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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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UP Fintech Holding Ltd (Name of Issuer) |
Class A Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) |
G9405E104 (CUSIP Number) |
06/30/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G9405E104 |
| 1 | Names of Reporting Persons
JANE STREET GROUP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
132,129,960.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: The shares reported above represent holdings on an as-converted basis in Class A Ordinary Shares,
par value US$0.00001 per share, that are held in the form of American Depositary Shares ("ADS Shares"). Each ADS share represents 15 Class A Ordinary Shares.
The percentage indicated in Row 11 is based on 2,552,302,315 Class A Ordinary Shares outstanding as-of March 31, 2025 as indicated in the 6K filed on May 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G9405E104 |
| 1 | Names of Reporting Persons
Jane Street Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,940,815.00 | ||||||||
| 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)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BD |
Comment for Type of Reporting Person: The shares reported above represent holdings on an as-converted basis in Class A Ordinary Shares,
par value US$0.00001 per share, that are held in the form of American Depositary Shares ("ADS Shares"). Each ADS share represents 15 Class A Ordinary Shares.
The percentage indicated in Row 11 is based on 2,552,302,315 Class A Ordinary Shares outstanding as-of March 31, 2025 as indicated in the 6K filed on May 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G9405E104 |
| 1 | Names of Reporting Persons
Jane Street Options, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
98,189,145.00 | ||||||||
| 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)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BD |
Comment for Type of Reporting Person: The shares reported above represent holdings on an as-converted basis in Class A Ordinary Shares,
par value US$0.00001 per share, that are held in the form of American Depositary Shares ("ADS Shares"). Each ADS share represents 15 Class A Ordinary Shares.
The percentage indicated in Row 11 is based on 2,552,302,315 Class A Ordinary Shares outstanding as-of March 31, 2025 as indicated in the 6K filed on May 30, 2025.
SCHEDULE 13G
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| 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., BEIJING, CHINA, 100020 | |
| Item 2. | ||
| (a) | Name of person filing:
Jane Street Group, LLC; Jane Street Capital, LLC;
Jane Street Options, LLC | |
| (b) | Address or principal business office or, if none, residence:
Jane Street Group, LLC
250 Vesey Street
6th Floor
New York, NY 10281
Jane Street Capital, LLC
250 Vesey Street
6th Floor
New York, NY 10281
Jane Street Options, LLC
250 Vesey Street
6th Floor
New York, NY 10281 | |
| (c) | Citizenship:
See Item 4 of Cover Page | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.00001 per share | |
| (e) | CUSIP No.:
G9405E104 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
132129960 | |
| (b) | Percent of class:
5.2 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
132129960 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
132129960 | ||
| 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
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Subsidiary
Jane Street Capital, LLC - (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
Jane Street Options, LLC - (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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| 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.
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