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 Ltd (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
Qiuhua Li | ||||||||
| 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
37,977,656.00 | ||||||||
| 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)
41.93 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The amount in rows 5 and 7 represents 60,000 Class A ordinary shares directly held by Mr. Qiuhua Li. The amount in rows 6 and 8 represents 37,917,656 Class A ordinary shares beneficially owned by Mr. Qiuhua Li through Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent. The amount in row 9 represents 60,000 Class A ordinary shares directly held by Mr. Qiuhua Li and 37,917,656 Class A ordinary shares beneficially owned by Mr. Qiuhua Li. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
SCHEDULE 13G
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| CUSIP No. | G17429104 |
| 1 | Names of Reporting Persons
Moon Aquarius 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
37,917,656.00 | ||||||||
| 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)
41.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 37,917,656 Class A ordinary shares held by Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | G17429104 |
| 1 | Names of Reporting Persons
Gentle OD 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
37,917,656.00 | ||||||||
| 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)
41.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 37,917,656 Class A ordinary shares held by Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | G17429104 |
| 1 | Names of Reporting Persons
Gentle OD 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
37,917,656.00 | ||||||||
| 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)
41.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 37,917,656 Class A ordinary shares beneficially owned by Mr. Qiuhua Li through Moon Aquarius Limited, a British Virgin Islands company, an entity wholly owned by Gentle OD Limited, a British Virgin Islands company. Gentle OD Limited is wholly owned by the Gentle OD Trust, of which Maples Trustee Services (Cayman) Limited is the sole trustee. Mr. Qiuhua Li is the settlor of the Gentle OD Trust. Under the terms of this trust, Mr. Qiuhua Li has the power to direct the trustee to exercise the voting power, including voting the shares held by Gentle OD Limited in the Company, while the dispositive powers in respect of the Company shares are exercised by the trustee with Mr. Qiuhua Li's prior written consent. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BGIN BLOCKCHAIN Ltd | |
| (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:
Qiuhua Li Moon Aquarius Limited Gentle OD Limited Gentle OD Trust | |
| (b) | Address or principal business office or, if none, residence:
Qiuhua Li: #09 12 Paya Lebar Square, 60 Paya Lebar Road, Singapore 409051 Moon Aquarius Limited: Tricor Services (BVI) Limited, 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands Gentle OD Limited: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands Gentle OD Trust: c/o Maples: Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman Islands | |
| (c) | Citizenship:
Qiuhua Li: People's Republic of China Moon Aquarius Limited: British Virgin Islands Gentle OD Limited: British Virgin Islands Gentle OD 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);
| |
| (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:
Qiuhua Li: 37,977,656 Moon Aquarius Limited: 37,917,656 Gentle OD Limited: 37,917,656 Gentle OD Trust: 37,917,656 | |
| (b) | Percent of class:
Qiuhua Li: 41.93% Moon Aquarius Limited: 41.86% Gentle OD Limited: 41.86% Gentle OD Trust: 41.86% %
| |
| (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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| 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 |