SCHEDULE 13G/A: Key Shareholder Tianhua Wu and Affiliates Maintain Significant Stake in UP Fintech Holding Limited

An amended Schedule 13G filing reveals that Tianhua Wu and associated entities collectively hold a substantial beneficial ownership stake in UP Fintech Holding Limited, with Mr. Wu maintaining 19.8% of the class.

Summary

• Tianhua Wu, the primary reporting person, beneficially owns 554,962,267 shares, representing 19.8% of UP Fintech Holding Limited's Class A ordinary shares.
• His beneficial ownership includes 97,611,722 Class B Ordinary Shares, 235,641,000 Class A Ordinary Shares in the form of ADSs directly and indirectly held, and 194,545,110 Class A Ordinary Shares from incentive plans with voting rights irrevocably entrusted to him.
• Additionally, 27,164,435 Class A Ordinary Shares held by Kastle Limited for plan participants also have voting rights irrevocably and unconditionally entrusted to Mr. Wu.
• Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited, and Tiger Family Trust each beneficially own 318,252,722 shares, equating to 11.4% of the class. These entities are interconnected, with Tiger Family Trust controlling Lightspeed Rise Holdings Limited, which indirectly wholly-owns Sky Tiger Investment Holding Limited, which wholly-owns Sky Fintech Holding Limited.
• Tiger ESOP Trust beneficially owns 43,602,945 shares (1.6% of the class), and Tiger ESOP Trust II beneficially owns 50 shares (0.0% of the class), both managed by Kastle Limited for the benefit of certain plan participants.
• The percentages are calculated based on a total of 2,705,826,751 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on April 23, 2025.

Sentiment

Score: 5

Explanation: This is a routine regulatory filing (Schedule 13G Amendment) disclosing beneficial ownership. It does not contain performance metrics, forward-looking statements, or operational updates that would typically influence sentiment. The information provided is factual and relates to the ownership structure.

Positives

• The filing clarifies the significant and stable beneficial ownership structure of key individuals and associated entities, providing transparency to investors.
• It indicates continued commitment from the company's founder and related trusts through substantial equity holdings.

Future Outlook

NA

Industry Context

UP Fintech Holding Limited operates in the financial technology (fintech) sector, providing online brokerage services. This filing provides transparency regarding the ownership structure of a key player in this industry.

Related Party Transactions

• The filing details that Tiger Family Trust, which controls several reporting entities (Lightspeed Rise Holdings Limited, Sky Tiger Investment Holding Limited, Sky Fintech Holding Limited), was established by Mr. Tianhua Wu as the settlor, with Mr. Wu and his family as beneficiaries. This indicates a related party relationship between the founder and the controlling trust entities.
• Kastle Limited acts as the trustee for Tiger Family Trust, Tiger ESOP Trust, and Tiger ESOP Trust II, managing shares for the benefit of Mr. Wu's family and certain plan participants.

Stakeholder Impact

• Shareholders: Provides clarity on the significant ownership stakes held by the founder and affiliated entities, which can influence perceptions of control and stability.
• Employees: The existence of ESOP Trusts (Tiger ESOP Trust and Tiger ESOP Trust II) indicates share incentive plans for certain participants, which can impact employee motivation and retention.

Key Dates

Keywords

UP Fintech Holding Limited, Schedule 13G, beneficial ownership, Class A ordinary shares, American Depositary Shares, Tianhua Wu, Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited, Tiger Family Trust, Tiger ESOP Trust, SEC filing, ownership disclosure, financial technology, fintech