Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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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(Amendment No. 1)*
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UP Fintech Holding Ltd (Name of Issuer) |
Class A ordinary shares, US$0.00001 par value per share (Title of Class of Securities) |
91531W106 (CUSIP Number) |
09/30/2025 (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. | 91531W106 |
| 1 | Names of Reporting Persons
People Better Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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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
94,054,395.00 | ||||||||
| 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)
3.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent 94,054,395 Class A ordinary shares in the form of ADSs held by People Better Limited. Each ADS represents 15 Class A ordinary shares of the Issuer. Row 11 is calculated based on 2,665,529,727 total outstanding Class A ordinary shares on an as-converted basis as of June 30, 2025, as reported by the Issuer's current report on Form 6-K filed on August 27, 2025.
SCHEDULE 13G
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| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Fast Pace 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
110,977,732.00 | ||||||||
| 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)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent (i) 94,054,395 Class A ordinary shares in the form of ADSs directly held by People Better Limited, and (ii) a promissory note convertible into 16,923,337 Class A ordinary shares within 60 days of the date of this Amendment held by Green Better Limited. People Better Limited and Green Better Limited are each wholly owned by Fast Pace Limited. Each ADS represents 15 Class A ordinary shares of the Issuer. Row 11 is calculated based on 2,665,529,727 total outstanding Class A ordinary shares on an as-converted basis as of June 30, 2025, as reported by the Issuer's current report on Form 6-K filed on August 27, 2025.
SCHEDULE 13G
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| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Xiaomi Corporation | ||||||||
| 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
110,977,732.00 | ||||||||
| 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)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported above represent (i) 94,054,395 Class A ordinary shares in the form of ADSs directly held by People Better Limited, and (ii) a promissory note convertible into 16,923,337 Class A ordinary shares within 60 days of the date of this Amendment held by Green Better Limited. People Better Limited and Green Better Limited are each wholly owned by Fast Pace Limited. Fast Pace Limited is a wholly owned by Xiaomi Corporation. Each ADS represents 15 Class A ordinary shares of the Issuer. Row 11 is calculated based on 2,665,529,727 total outstanding Class A ordinary shares on an as-converted basis as of June 30, 2025, as reported by the Issuer's current report on Form 6-K filed on August 27, 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:
1 Raffles Place, #35-61 One Raffles Place, Singapore (048616) | |
| Item 2. | ||
| (a) | Name of person filing:
(i) People Better Limited; (ii) Fast Pace Limited; and (iii) Xiaomi Corporation (collectively, the "Reporting Persons") Explanatory Note This Amendment No. 1 (this "Amendment") amends, in its entirety, the statement on Schedule 13G originally filed on February 13, 2020 by the Reporting Persons. This Amendment is being filed to disclose that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of the Issuer. This Amendment is the final amendment to the Schedule 13G and constitutes an exit filing for each Reporting Person. | |
| (b) | Address or principal business office or, if none, residence:
For People Better Limited c/o Vistra Corporate Services Centre Wickhams Cay II, Road Town Tortola, VG1110, British Virgin Islands For Fast Pace Limited c/o Start Chambers, Wickham's Cay II, P. O. Box 2221, Road Town Tortola, British Virgin Island For Xiaomi Corporation c/o Maples Corporate Services Limited, PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands | |
| (c) | Citizenship:
People Better Limited - British Virgin Islands Fast Pace Limited - British Virgin Islands Xiaomi Corporation - Cayman Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, US$0.00001 par value per share | |
| (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);
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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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
People Better Limited: 94,054,395 Fast Pace Limited: 110,977,732 Xiaomi Corporation: 110,977,732 | |
| (b) | Percent of class:
People Better Limited: 3.5% Fast Pace Limited: 4.1% Xiaomi Corporation: 4.1% %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
People Better Limited: 94,054,395 Fast Pace Limited: 110,977,732 Xiaomi Corporation: 110,977,732 | ||
| (ii) Shared power to vote or to direct the vote:
People Better Limited: 0 Fast Pace Limited: 0 Xiaomi Corporation: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
People Better Limited: 94,054,395 Fast Pace Limited: 110,977,732 Xiaomi Corporation: 110,977,732 | ||
| (iv) Shared power to dispose or to direct the disposition of:
People Better Limited: 0 Fast Pace Limited: 0 Xiaomi Corporation: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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. | |
Not Applicable
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| 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: |
Not Applicable
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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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Exhibit Information
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Exhibit No. Description 99.1 Joint Filing Agreement |