Filing Details
- Accession Number:
- 0000950170-25-068373
- Form Type:
- 13G Filing
- Publication Date:
- 2025-05-08 20:00:00
- Filed By:
- Tianhua Wu
- Company:
- Up Fintech Holding Ltd (NASDAQ:TIGR)
- Filing Date:
- 2025-05-09
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Tianhua Wu | 0 | 554,962,267 | 19.8% |
| Sky Fintech Holding Limited | 0 | 318,252,722 | 11.4% |
| Sky Tiger Investment Holding Limited | 0 | 318,252,722 | 11.4% |
| Lightspeed Rise Holdings Limited | 0 | 318,252,722 | 11.4% |
| Tiger Family Trust | 0 | 318,252,722 | 11.4% |
| Tiger ESOP Trust | 0 | 43,602,945 | 1.6% |
| Tiger ESOP Trust II | 0 | 50 | 0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)
|
UP Fintech Holding Limited (Name of Issuer) |
Class A ordinary shares, par value $0.00001 per share; American Depositary Shares (Title of Class of Securities) |
91531W106 (CUSIP Number) |
03/31/2025 (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. | 91531W106 |
| 1 | Names of Reporting Persons
Tianhua Wu | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
554,962,267.00 | ||||||||
| 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)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares reported in row 5 represent (i) 97,611,722 Class B Ordinary Shares and 235,641,000 Class A Ordinary Shares in the form of ADSs which are directly and indirectly held by Mr. Tianhua Wu; (ii) 194,545,110 Class A Ordinary Shares in the form of ADSs issued under the UP Fintech Holding Limited 2018 Share Incentive Plan, the 2019 Performance Incentive Plan and the Amended and Restated 2019 Performance Incentive Plan (each a "Plan" and, collectively, the "Plans") with the voting rights irrevocably and unconditionally entrusted to Mr. Tianhua Wu; (iii) 27,164,435 Class A Ordinary Shares held by Kastle Limited for the benefit of certain participants of the Plans, with the voting rights irrevocably and unconditionally entrusted to Mr. Tianhua Wu.
The shares reported in row 7 represent (i) 97,611,722 Class B Ordinary Shares and 235,641,000 Class A Ordinary Shares in the form of ADSs which are directly and indirectly held by Mr. Tianhua Wu.
Row 11 is calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission ("SEC") on April 23, 2025.
SCHEDULE 13G
|
| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Sky Fintech Holding 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
318,252,722.00 | ||||||||
| 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)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 220,641,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited.
Row 11 is calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission ("SEC") on April 23, 2025.
SCHEDULE 13G
|
| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Sky Tiger Investment Holding 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, U.S.
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
318,252,722.00 | ||||||||
| 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)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 220,641,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is wholly-owned by Sky Tiger Investment Holding Limited.
Row 11 is calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission ("SEC") on April 23, 2025.
SCHEDULE 13G
|
| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Lightspeed Rise 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
318,252,722.00 | ||||||||
| 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)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 220,641,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited through its wholly-owned subsidiary, Sky Tiger Investment Holding Limited.
Row 11 is calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission ("SEC") on April 23, 2025.
SCHEDULE 13G
|
| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Tiger Family Trust | ||||||||
| 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
318,252,722.00 | ||||||||
| 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)
11.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 220,641,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited, which is in turn controlled by Tiger Family Trust, a trust established under the laws of Hong Kong and managed by Kastle Limited as the trustee.Mr. Tianhua Wu is the settlor of Tiger Family Trust, and Mr. Tianhua Wu and his family are the trust's beneficiaries.
Row 11 is calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 23, 2025.
SCHEDULE 13G
|
| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Tiger ESOP Trust | ||||||||
| 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
43,602,945.00 | ||||||||
| 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)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares reported above represent 27,164,385 Class A Ordinary Shares and 16,438,560 Class A Ordinary Shares in the form of ADSs held by Kastle Limited, under Tiger ESOP Trust that is managed by Kastle Limited as trustee, for benefit of certain participants of the Plans.
Row 11 is calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 23, 2025.
SCHEDULE 13G
|
| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Tiger ESOP Trust II | ||||||||
| 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
50.00 | ||||||||
| 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)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares reported above represent 50 Class A Ordinary Shares held by Kastle Limited, under Tiger ESOP Trust II that is managed by Kastle Limited as trustee, for benefit of certain participants of the Plans.
Row 11 is calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 23, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
UP Fintech Holding Limited | |
| (b) | Address of issuer's principal executive offices:
1 Raffles Place, #35-61 One Raffles Place, Singapore (048616) | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Tianhua Wu
(ii) Sky Fintech Holding Limited
(iii) Sky Tiger Investment Holding Limited
(iv) Lightspeed Rise Holdings Limited
(v) Tiger Family Trust
(vi) Tiger ESOP Trust
(vii) Tiger ESOP Trust II (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
Each of Tianhua Wu, Sky Fintech Holding Limited and Sky Tiger Investment Holding Limited: 18/F, Grandyvic Building, No.1 Building, No.16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC
Each of Lightspeed Rise Holdings Limited, Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II: 1/F,FWD Financial Centre,308 Des Voeux Road Central, Sheung Wan, Hong Kong | |
| (c) | Citizenship:
Tianhua Wu: People's Republic of China
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited and Lightspeed Rise Holdings Limited: British Virgin Islands
Each of Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II: Hong Kong | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.00001 per share; American Depositary Shares | |
| (e) | CUSIP No.:
91531W106 | |
| 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:
Tianhua Wu: 554,962,267
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 318,252,722
Tiger ESOP Trust: 43,602,945
Tiger ESOP Trust II: 50 | |
| (b) | Percent of class:
Tianhua Wu: 19.8%
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 11.4
Tiger ESOP Trust: 1.6%
Tiger ESOP Trust II: 0.0% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Tianhua Wu: 554,962,267
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 318,252,722
Tiger ESOP Trust: 43,602,945
Tiger ESOP Trust II: 50 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Tianhua Wu: 333,252,722
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 318,252,722
Tiger ESOP Trust: 43,602,945
Tiger ESOP Trust II: 50 | ||
| (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: |
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.
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Comments accompanying signature: N/A
Exhibit Information
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Exhibit 1 - Joint Filing Agreement |