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.
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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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BGIN BLOCKCHAIN LIMITED (Name of Issuer) |
Class A ordinary shares (Title of Class of Securities) |
G17429104 (CUSIP Number) |
12/31/2025 (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)
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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. | G17429104 |
| 1 | Names of Reporting Persons
Qingfeng 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
22,803,875.00 | ||||||||
| 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)
20.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The amount in rows 5 and 7 represents 249,500 Class A ordinary shares directly held by Mr. Qingfeng Wu. The amount in rows 6 and 8 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. The amount in row 9 represents 249,500 Class A ordinary shares directly held by Mr. Qingfeng Wu and 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.
SCHEDULE 13G
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| CUSIP No. | G17429104 |
| 1 | Names of Reporting Persons
Decho Investment 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
22,554,375.00 | ||||||||
| 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)
19.94 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.
SCHEDULE 13G
|
| CUSIP No. | G17429104 |
| 1 | Names of Reporting Persons
Mister NK 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
22,554,375.00 | ||||||||
| 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)
19.94 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.
SCHEDULE 13G
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| CUSIP No. | G17429104 |
| 1 | Names of Reporting Persons
The Xiantaipai 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,554,375.00 | ||||||||
| 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)
19.94 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
BGIN BLOCKCHAIN LIMITED | |
| (b) | Address of issuer's principal executive offices:
#09 12 Paya Lebar Square, 60 Paya Lebar Road, Singapore 409051 | |
| Item 2. | ||
| (a) | Name of person filing:
Qingfeng Wu Decho Investment Limited Mister NK Limited The Xiantaipai Trust | |
| (b) | Address or principal business office or, if none, residence:
Qingfeng Wu: #09 12 Paya Lebar Square, 60 Paya Lebar Road, Singapore 409051 Decho Investment Limited: Tricor Services (BVI) Limited, 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands Mister NK Limited: 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands The Xiantaipai Trust: c/o Dedao: Room 1002, 10/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Shaa Tsui, Kowloon, Hong Kong | |
| (c) | Citizenship:
Qingfeng Wu: People's Republic of China Decho Investment Limited: British Virgin Islands Mister NK Limited: British Virgin Islands The Xiantaipai Trust: Cayman Islands | |
| (d) | Title of class of securities:
Class A ordinary shares | |
| (e) | CUSIP No.:
G17429104 | |
| 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);
| |
| (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:
Qingfeng Wu: 22,803,875 Decho Investment Limited: 22,554,375 Mister NK Limited: 22,554,375 The Xiantaipai Trust: 22,554,375 | |
| (b) | Percent of class:
Qingfeng Wu: 20.16% Decho Investment Limited: 19.94% Mister NK Limited: 19.94% The Xiantaipai Trust: 19.94% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person. | ||
| 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
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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 99.1 - Joint Filing Agreement |