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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 Limited (Name of Issuer) |
American Depositary Shares, each representing 15 Class A ordinary shares (Title of Class of Securities) |
91531W106 (CUSIP Number) |
12/31/2019 (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
Tigerex Holding 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
5,443,252.00 | ||||||||
| 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)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 91531W106 |
| 1 | Names of Reporting Persons
Binsen Tang | ||||||||
| 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
CHINA
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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
5,443,252.00 | ||||||||
| 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)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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) Tigerex Holding Limited
(ii) Binsen Tang | |
| (b) | Address or principal business office or, if none, residence:
908, 9th Floor, Hyundai Motor Building, No. 38 Xiaoyun Road, Beijing, China | |
| (c) | Citizenship:
Tigerex Holding Limited, a British Virgin Islands company.
Binsen Tang, a People's Republic of China citizen. | |
| (d) | Title of class of securities:
American Depositary Shares, each representing 15 Class A ordinary 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);
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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:
5,443,252
Representing 5,443,252 American Depositary Shares, each representing 15 Class A ordinary shares, directly held by Tigerex Holding Limited. Binsen Tang is a director of, and has the ultimate control in, Tigerex Holding Limited. | |
| (b) | Percent of class:
Based on 2,705,826,751 Class A ordinary shares of the Issuer as reported to be outstanding in the Issuer's Rule 424(b)(5) prospectus filed on October 23,2024 and current report filed on October 29, 2024.
3 %
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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:
5,443,252 | ||
| (ii) Shared power to vote or to direct the vote:
0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
5,443,252 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0.00 | ||
| 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 A |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the American Depositary Shares of UP Fintech Holding Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of December 17, 2024.
| Tigerex Holding Limited | ||
| By: | /s/ Binsen Tang | |
| Name: | Binsen Tang | |
| Title: | Director | |
| Binsen Tang | ||
| /s/ Binsen Tang | ||