Avenir Tech Limited and related reporting persons amended their Schedule 13G to report beneficial ownership of 19,487,703 American Depositary Shares (ADSs), representing 10.9% of the class. The ADSs are each 15 Class A ordinary shares. The percentage is calculated using March 31, 2026 outstanding share data of 2,680,509,912 ordinary shares reported in the issuer's Form 6-K.
The filing names Avenir View Limited and Avenir Investment Holdings Limited as upstream owners and states that LI Lin ultimately owns 100% of Avenir Investment. The filing lists sole voting and dispositive power over the 19,487,703 ADSs and is signed by LI Lin as a reporting person.
Positive
None.
Negative
None.
Insights
Amendment clarifies ownership chain and voting/control of 19,487,703 ADSs.
The amendment documents that Avenir Tech beneficially owns 19,487,703 ADSs and that voting and dispositive power are held solely by the reporting persons. It ties the percentage to the issuer's stated outstanding share count as of March 31, 2026.
Ownership is routed through Avenir View and Avenir Investment, with LI Lin holding 100% of Avenir Investment. Subsequent disclosures or transactions would appear in later filings if the position changes.
Key Figures
ADS beneficially owned:19,487,703 ADSsPercent of class:10.9%Outstanding ordinary shares:2,680,509,912 shares+1 more
4 metrics
ADS beneficially owned19,487,703 ADSsreported in Schedule 13G/A
Percent of class10.9%based on outstanding ordinary shares as of <date>March 31, 2026</date>
Outstanding ordinary shares2,680,509,912 sharesissuer's Form 6-K for Q1 2026 (as of <date>March 31, 2026</date>)
ADS ratio1 ADS = 15 Class A ordinary sharesclass description in the filing
Key Terms
American Depositary Shares (ADSs), Beneficial ownership, Schedule 13G/A, Sole dispositive power
4 terms
American Depositary Shares (ADSs)financial
"American Depositary Shares, each representing 15 Class A ordinary shares"
A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.
Beneficial ownershipregulatory
"Amount beneficially owned: 19,487,703.00"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13G/Aregulatory
"Amendment No. 1 ) UP Fintech Holding Ltd"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Sole dispositive powerregulatory
"Sole Dispositive Power 19,487,703.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
UP Fintech Holding Ltd
(Name of Issuer)
American Depositary Shares, each representing 15 Class A ordinary shares
(Title of Class of Securities)
91531W106
(CUSIP Number)
06/08/2025
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
91531W106
1
Names of Reporting Persons
Avenir Tech 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:
5
Sole Voting Power
19,487,703.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
19,487,703.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00
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)
10.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares reported above represent the 16,562,016 American Deposit Shares of the Issuer ("ADSs") directly held by Avenir Tech Limited ("Avenir Tech"), and the 2,925,687 ADSs held by LL (BVI) Investment Limited, over which Avenir Tech exercises sole voting power and sole dispositive power.
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
91531W106
1
Names of Reporting Persons
Avenir View 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:
5
Sole Voting Power
19,487,703.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
19,487,703.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00
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)
10.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares reported above represent the 19,487,703 ADSs beneficially owned by Avenir Tech. Avenir Tech is wholly owned by Avenir View Limited ("Avenir View").
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
91531W106
1
Names of Reporting Persons
Avenir Investment 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:
5
Sole Voting Power
19,487,703.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
19,487,703.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00
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)
10.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares reported above represent the 19,487,703 ADSs beneficially owned by Avenir Tech. Avenir Tech is wholly owned by Avenir View, which is in turn wholly owned by Avenir Investment Holdings Limited ("Avenir Investment").
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
SCHEDULE 13G
CUSIP Number(s):
91531W106
1
Names of Reporting Persons
LI Lin
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:
5
Sole Voting Power
19,487,703.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
19,487,703.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,487,703.00
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)
10.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The shares reported above represent the 19,487,703 ADSs beneficially owned by Avenir Tech. Avenir Tech is wholly owned by Avenir View, which is in turn wholly owned by Avenir Investment. Mr. LI Lin owns 100% of the equity interest in Avenir Investment.
Row 11 is calculated based on a total of 2,680,509,912 outstanding Class A and B ordinary shares of the Issuer as of March 31, 2026, as reported in the Issuer's quarterly report on Form 6-K for the first quarter of 2026 filed with the U.S. Securities and Exchange Commission ("SEC") on June 2, 2026.
Avenir Tech Limited
Avenir View Limited
Avenir Investment Holdings Limited
LI Lin
(each a "Reporting Person", collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
For the purpose of this filing, the address for all Reporting Persons is 22/F, AIA Central, 1 Connaught Road Central, Central Hong Kong
(c)
Citizenship:
Avenir Tech Limited: British Virgin Islands
Avenir View Limited: British Virgin Islands
Avenir Investment Holdings Limited: British Virgin Islands
LI Lin: Hong Kong
(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);
(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:
19,487,703.00
(b)
Percent of class:
10.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
19,487,703.00
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
19,487,703.00
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What stake does Avenir Tech report in UP Fintech (TIGR)?
Avenir Tech reports beneficial ownership of 19,487,703 ADSs, equal to 10.9% of the class. The percentage uses the issuer's outstanding share count of 2,680,509,912 as of March 31, 2026.
How many underlying ordinary shares does each ADS represent for TIGR?
Each American Depositary Share represents 15 Class A ordinary shares. The filing specifies this ADS-to-ordinary share ratio in the description of the class of securities.
Who controls the reported ADSs for TIGR?
The filing states sole voting and sole dispositive power over the 19,487,703 ADSs by Avenir Tech and related entities. It further discloses that LI Lin ultimately owns 100% of the upstream holding company.
What date is used to calculate the 10.9% figure for TIGR?
The 10.9% is calculated using the issuer's outstanding Class A and B ordinary shares of 2,680,509,912 as of March 31, 2026, cited from the issuer's Form 6-K filed on June 2, 2026.
Does this Schedule 13G/A report any recent purchases or sales of TIGR shares?
No. The amendment reports current beneficial ownership and control (voting/dispositive power) of 19,487,703 ADSs but does not state any purchase or sale transactions or transaction dates in the provided excerpt.
