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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
|
DSC Holdings Ltd. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cygnus Equity GP, Ltd. | ||||||||
| 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
57,079,724.00 | ||||||||
| 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)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Cygnus Equity GP, Ltd. may be deemed to have beneficial ownership over (i) 7,522,530 Class A ordinary shares held by Doyen Cygnus Education Fund, L.P., (ii) 19,842,390 Class A ordinary shares held by Cygnus Equity Sport I, L.P., (iii) 13,228,260 Class A ordinary shares held by Cygnus Equity Sport II, L.P., (iv) 9,709,376 Class A ordinary shares held by Cygnus Equity Fund III, L.P., and (v) 6,777,168 Class A ordinary shares held by Cygnus Equity Fund IV, L.P. Cygnus Equity GP, Ltd. is managed by its board consisting of two individuals, including Mr. Jin who can independently make investment decisions on behalf of Cygnus Equity GP, Ltd.
Note to Row 11: See Item 4.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Doyen Cygnus Education Fund, L.P. | ||||||||
| 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
7,522,530.00 | ||||||||
| 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)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: See Item 4.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cygnus Equity Sport I, L.P. | ||||||||
| 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
19,842,390.00 | ||||||||
| 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)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: See Item 4.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cygnus Equity Sport II, L.P. | ||||||||
| 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
13,228,260.00 | ||||||||
| 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)
2.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: See Item 4.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Cygnus Equity Fund III, L.P. | ||||||||
| 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
9,709,376.00 | ||||||||
| 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)
1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: See Item 4.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cygnus Equity Fund IV, L.P. | ||||||||
| 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
6,777,168.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row 11: See Item 4.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cygnus Equity 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,080.00 | ||||||||
| 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)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Cygnus Equity Holdings Limited holds 2,749,080 Class A ordinary shares. Mr. Jin can independently make investment decisions on behalf of Cygnus Equity Holdings Limited.
Note to Row 11: See Item 4.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Jin Capital 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
844,199.00 | ||||||||
| 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)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Jin Capital Limited holds 844,199 Class A ordinary shares. Mr. Jin can independently make investment decisions on behalf of Jin Capital Limited.
Note to Row 11: See Item 4.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Ming Jin | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,673,003.00 | ||||||||
| 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)
9.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes to Rows 5, 7, and 9: Mr. Jin may be deemed to have beneficial ownership over (i) 7,522,530 Class A ordinary shares held by Doyen Cygnus Education Fund, L.P., (ii) 19,842,390 Class A ordinary shares held by Cygnus Equity Sport I, L.P., (iii) 13,228,260 Class A ordinary shares held by Cygnus Equity Sport II, L.P., (iv) 9,709,376 Class A ordinary shares held by Cygnus Equity Fund III, L.P., (v) 6,777,168 Class A ordinary shares held by Cygnus Equity Fund IV, L.P., (vi) 2,749,080 Class A ordinary shares held by Cygnus Equity Holdings Limited, and (viii) 844,199 Class A ordinary shares held by Jin Capital Limited. Mr. Jin expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Note to Row 11: See Item 4.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
DSC Holdings Ltd. | |
| (b) | Address of issuer's principal executive offices:
22/F, No. 168 HUBIN ROAD, HUANGPU DISTRICT, Shanghai, China 200021 | |
| Item 2. | ||
| (a) | Name of person filing:
Cygnus Equity GP, Ltd.
Doyen Cygnus Education Fund, L.P.
Cygnus Equity Sport I, L.P.
Cygnus Equity Sport II, L.P.
Cygnus Equity Fund III, L.P.
Cygnus Equity Fund IV, L.P.
Cygnus Equity Holdings Limited
Jin Capital Limited
Ming Jin | |
| (b) | Address or principal business office or, if none, residence:
The business address of Cygnus Equity GP, Ltd., Doyen Cygnus Education Fund, L.P., Cygnus Equity Sport I, L.P., Cygnus Equity Sport II, L.P., Cygnus Equity Fund III, L.P., and Cygnus Equity Fund IV, L.P. is 2nd Floor, Strathvale House, 90 North Church Street, P.O. Box 1103, George Town, Grand Cayman KY1-1102, Cayman Islands. The business address of Cygnus Equity Holdings Limited and Jin Capital Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The business address of Mr. Jin is Room 1801, Eighteenth Floor, TAKSHING HOUSE, No. 20 Des Voeux Road Central, Central, Hong Kong SAR. | |
| (c) | Citizenship:
Cygnus Equity GP, Ltd., Doyen Cygnus Education Fund, L.P., Cygnus Equity Sport I, L.P., Cygnus Equity Sport II, L.P., Cygnus Equity Fund III, L.P., Cygnus Equity Fund IV, L.P.: Cayman Islands.
Cygnus Equity Holdings Limited, Jin Capital Limited: British Virgin Islands.
Mr. Jin: Hong Kong SAR. | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (e) | CUSIP No.:
| |
| 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);
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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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
The percentage of the total outstanding Class A ordinary shares is calculated based on a total of 670,157,244 Class A ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, assuming that the underwriters do not exercise their option to purchase additional ADSs as the case may be, as reported in the registrant's prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| 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
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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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Joint Filing Agreement as Exhibit 99.1. Will be separately attached. |
Exhibit 99.1
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Dated: August 13, 2026
|
Cygnus Equity GP, Ltd. | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Doyen Cygnus Education Fund, L.P. | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Cygnus Equity Sport I, L.P. | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Cygnus Equity Sport II, L.P. | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Cygnus Equity Fund III, L.P. | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Cygnus Equity Fund IV, L.P. | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Cygnus Equity Holdings Limited | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Jin Capital Limited | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||
| Title: | Authorized Signatory | ||
| Ming Jin | |||
| By: | /s/ Ming Jin | ||
| Name: | Ming Jin | ||