| Item 1. | |
| (a) | Name of issuer:
X Financial |
| (b) | Address of issuer's principal executive offices:
7-8F,Block A,Aerospace Science&Tech Plz, No. 168, Haide Third Ave, Nanshan Dist, Shenzhen, China, 518067 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Nexus Special Situations Fund SPC (formerly Nexus Asia Growth Fund SPC)
Fung Yu Wai David
Pine Cove Global Limited |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 10/F, No. 8 Queen's Road Central, Hong Kong. |
| (c) | Citizenship:
Nexus Special Situations Fund SPC is organized under the laws of the Cayman Islands. Fung Yu Wai David is a citizen of Hong Kong. Pine Cove Global Limited is organized under the laws of the British Virgin Islands. |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (e) | CUSIP No.:
98372W202 |
| 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:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of June 30, 2025, based upon 155,656,363 Class A Ordinary Shares outstanding as of March 31, 2025, as disclosed in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.
Nexus Special Situations Fund SPC is the record holder of 13,722,450 Ordinary Shares represented by 2,287,075 American Depository Shares ("ADSs"). Each ADS represents six Ordinary Shares of the Issuer. Fung Yu Wai David has ultimate control of Nexus Special Situations Fund SPC, and as a result, may be deemed to share beneficial ownership of the securities held.
Pine Cove Global Limited is no longer deemed to beneficially own Ordinary Shares of the Issuer. |
| (b) | Percent of class:
8.8% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
13,722,450
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
13,722,450
|
| 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
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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. |
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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. |
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Not Applicable
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Rule 13d-1(d)