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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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NIO Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.00025 per share (Title of Class of Securities) |
62914V106 (CUSIP Number) |
Samer Salah Abdelhaq CYVN Investments RSC Ltd, Floor 18, Al Maryah Tower, ADGM Square Al Maryah Island, Abu Dhabi, C0, 000000 971 56 418 1611 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 62914V106 |
| 1 |
Name of reporting person
CYVN Investments RSC Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
418,833,157.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 62914V106 |
| 1 |
Name of reporting person
L'imad Holding Company - P.J.S.C | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
418,833,157.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.00025 per share | |
| (b) | Name of Issuer:
NIO Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Building 19, No. 1355, Caobao Road, Minhang District, Shanghai,
CHINA
, 200233. | |
Item 1 Comment:
The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by CYVN Investments RSC Ltd ("CYVN Investments") on July 24, 2023, as amended by Amendment No. 1 filed on December 20, 2023, Amendment No. 2 filed on December 27, 2023, and Amendment No. 3 filed on February 28, 2024. This Amendment No. 4 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by CYVN Investments RSC Ltd, a restricted scope company incorporated in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates ("CYVN Investments"), and L'imad Holding Company - P.J.S.C, a public joint stock company incorporated in Abu Dhabi, United Arab Emirates ("L'imad Holding", and together with CYVN Investments, the "Reporting Persons"). CYVN Investments is managed by its directors (the "Directors"). Exhibit 99.2 hereto sets forth the names and other required information regarding the Directors. L'imad Holding wholly owns CYVN Investments and is wholly owned by the Government of Abu Dhabi represented by the Abu Dhabi Department of Finance. | |
| (b) | The principal business address of the Reporting Persons is Part of Floor 18, Floor 18, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. | |
| (c) | CYVN Investments was established as a special purpose vehicle for the purpose of holding ownership of equity and non-equity assets, including shares, debentures, bonds, and other forms of securities as well as holding ownership of real property, intellectual property, and other tangible and intangible assets. L'imad Holding is a holding company and wholly owns CYVN Investments. | |
| (d) | During the last five years, neither the Reporting Persons nor any Directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither the Reporting Persons nor any Directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | CYVN Investments is a restricted scope company incorporated in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates. L'imad Holding is a public joint stock company incorporated in Abu Dhabi, United Arab Emirates. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. The 418,833,157 Class A Ordinary Shares held by CYVN Investments and beneficially owned by each of the Reporting Persons represents approximately 17.9% of the Class A Ordinary Shares outstanding, based upon 2,334,669,995 Class A Ordinary Shares outstanding as of December 31, 2025, based on information provided by the Issuer. Such Class A Ordinary Shares held by CYVN Investments and beneficially owned by each of the Reporting Persons represents approximately 16.9% of the total Ordinary Shares outstanding, based upon an aggregate of 2,483,169,995 Ordinary Shares issued and outstanding as of December 31, 2025, which is the sum of (i) 2,334,669,995 Class A Ordinary Shares plus (ii) 148,500,000 Class C Ordinary Shares outstanding as of December 31, 2025, based on information provided by the Issuer. The Class A Ordinary Shares reported herein are directly held and beneficially owned by CYVN Investments. L'imad Holding, which wholly owns CYVN Investments, may be deemed the beneficial owner of the Class A Ordinary Shares directly held by CYVN Investments. Eddy Georges Skaf, a Director, directly holds and beneficially owns 60,000 Class A Ordinary Shares. Such shares represent less than 0.1% of the Class A Ordinary Shares outstanding, based upon 2,334,669,995 Class A Ordinary Shares outstanding as of December 31, 2025, based on information provided by the Issuer. | |
| (b) | The information in Items 7 through 10 on the cover pages of this Schedule 13D is incorporated herein by reference. | |
| (c) | There have been no transactions by the Reporting Persons or the Directors in the securities of the Issuer during the past sixty days. | |
| (d) | Except as set forth in this Schedule 13D, as amended, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement
99.2 Information Regarding Directors | ||
| 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 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A Ordinary Shares, par value $0.00025 per share, of NIO Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned
acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 8th day of January, 2026.
CYVN INVESTMENTS RSC LTD
By: /s/ Samer Salah Abdelhaq
Name: Samer Salah Abdelhaq
Title: Director
Name: Samer Salah Abdelhaq
Title: Director
By: /s/ Eddy Skaf
Name: Eddy Skaf
Title: Director
Name: Eddy Skaf
Title: Director
L’IMAD HOLDING COMPANY - P.J.S.C
By: /s/ H.E. Jassem Mohamed Obaid Bu Ataba Alzaabi
Name: H.E. Jassem Mohamed Obaid Bu Ataba Alzaabi
Title: Authorized Signatory
Name: H.E. Jassem Mohamed Obaid Bu Ataba Alzaabi
Title: Authorized Signatory
EXHIBIT 99.2
SCHEDULE A
Schedule A sets forth the directors of CYVN Investments RSC Ltd.
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Name
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Business Address
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Present Principal Occupation
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Citizenship
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Samer Salah Mohammad Abdelhaq
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Part of Floor 18, Floor 18, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
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General Counsel, Abu Dhabi Department of Finance
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United Arab Emirates
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Kamal Ishaq Abdulla Ismail Almaazmi
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Part of Floor 18, Floor 18, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
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Director General - Strategic Financial Affairs, Abu Dhabi Department of Finance
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United Arab Emirates
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Eddy Georges Skaf
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Part of Floor 18, Floor 18, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
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Chief Investment Officer, CYVN Holdings L.L.C.
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Lebanon
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