Sec Form 13D Filing - Chau On filing for Playtika Holding Corp. (PLTK) - 2023-07-26

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Playtika Holding Corp.

(Name of Issuer)

 

Shares of Common Stock, par value of $0.01 per share

(Title of Class of Securities)

 

72815L 107

(CUSIP Number)

 

Leo Wong

Shearman & Sterling

21st Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Central, Hong Kong

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

July 26, 2023
(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. o

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 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).

 

   

 

 

     
   CUSIP No. 72815L 107      
  1

Names of Reporting Persons.

On Chau

 
  2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

 
  3

SEC Use Only

 

 
  4

Source of Funds (See Instructions)

PF

 
  5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o  
  6

Citizenship or Place of Organization

Hong Kong Special Administrative Region, People’s Republic of China

 
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power

80,810,506

 
  8

Shared Voting Power

0

 
  9

Sole Dispositive Power

80,810,506

 
  10

Shared Dispositive Power

0

 
  11

Aggregate Amount Beneficially Owned by Each Reporting Person

80,810,506

 
  12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o  
  13

Percent of Class Represented by Amount in Row (11)

22.1%*

 
  14

Type of Reporting Person (See Instructions)

IN

 
                 
                   

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,733,480 outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023.

 

 

   

 

 

CUSIP No. 72815L 107    
1

Names of Reporting Persons.

8th Wonder Corporation

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

AF

5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6

Citizenship or Place of Organization

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power

40,905,253

8

Shared Voting Power

0

9

Sole Dispositive Power

40,905,253

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

40,905,253

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13

Percent of Class Represented by Amount in Row (11)

11.2%*

14

Type of Reporting Person (See Instructions)

CO

             

 

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,733,480 outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023. 

 

   

 

 

CUSIP No. 72815L 107    
1

Names of Reporting Persons.

Hotlink Investment Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

AF

5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6

Citizenship or Place of Organization

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power

39,905,253

8

Shared Voting Power

0

9

Sole Dispositive Power

39,905,253

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

39,905,253

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13

Percent of Class Represented by Amount in Row (11)

10.9%*

14

Type of Reporting Person (See Instructions)

CO

             

 

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,733,480 outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023. 

 

 

   

 

 

 

CUSIP No. 72815L 107    
1

Names of Reporting Persons.

Infinite Bandwidth Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

AF

5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6

Citizenship or Place of Organization

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power

39,905,253

8

Shared Voting Power

0

9

Sole Dispositive Power

39,905,253

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

39,905,253

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13

Percent of Class Represented by Amount in Row (11)

10.9%*

14

Type of Reporting Person (See Instructions)

CO

             

 

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,733,480 outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023. 

 

 

 

 

 

   

 

 

 

CUSIP No. 72815L 107    
1

Names of Reporting Persons.

Trustworthy Group Ltd.

2

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) o

 

 

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

AF

5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6

Citizenship or Place of Organization

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

Sole Voting Power

40,905,253

8

Shared Voting Power

0

9

Sole Dispositive Power

40,905,253

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

40,905,253

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13

Percent of Class Represented by Amount in Row (11)

11.2%*

14

Type of Reporting Person (See Instructions)

CO

             

 

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,733,480 outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023. 

 

 

 

 

 

 

   

 

 

 

 

This Amendment No. 2 to Schedule 13D/A supplements and amends the Schedule 13D filed by the Reporting Persons with the SEC on October 26, 2022, as amended by Amendment No. 1 on April 28, 2023 (as amended, “Schedule 13D”), relating to the common stock, par value of $0.01 per share (the “Shares”), of Playtika Holding Corp., a corporation incorporated in the State of Delaware (the “Issuer”). This Amendment is being filed to update that the Share Purchase Agreement, dated April 26, 2023, and amended on May 16, 2023, was terminated. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

 

Item 4.Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

(a) and (b)

 

On July 26, 2023, the Parties entered into a termination agreement (the “Termination Agreement”), pursuant to which the Share Purchase Agreement, dated April 26, 2023, and amended on May 16, 2023, was terminated.

 

The description of the Termination Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as part of this Statement and incorporated by reference herein.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

The description of the Termination Agreement under Item 4 is incorporated herein by reference in its entirety.

 

Item 7.Materials to Be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

ExhibitTitle

 

99.3Termination Agreement

 

 

 

 

 

 

 

 

 

   

 

 


Schedule A

 

Transaction in the Shares by Hotlink Since the Filing of the Schedule 13D

 

Nature of the Transaction

Amount of Shares Sold

Price ($) per Share

Date of Sale

Sale on open market 500,000 10.492(1) March 22, 2023
Sale on open market 200,000 10.9386 March 30, 2023
Sale on open market 300,000 11.7338 April 11, 2023

 

(1)This constitutes the weighted average price. The prices ranged from $10.300 to $10.805. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff (the "SEC Staff"), full information regarding the number of shares sold at each separate price.
(2)This constitutes the weighted average price. The prices ranged from $10.89 to $11.07. The Reporting Persons will provide upon request by the SEC Staff, full information regarding the number of shares sold at each separate price.
(3)This constitutes the weighted average price. The prices ranged from $11.41 to $11.98. The Reporting Persons will provide upon request by the SEC Staff, full information regarding the number of shares sold at each separate price.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

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.

 

Dated: July 26, 2023      
       

 

On Chau By:  /s/ On Chau
  Name: On Chau
     
8th Wonder Corporation    
  By:  /s/ Cao Bo
  Name: Cao Bo
  Title: Director
     
     
Hotlink Investment Limited By:  /s/ Cao Bo
  Name: Cao Bo
  Title: Director
     
     
Infinite Bandwidth Limited By:  /s/ Cao Bo
  Name: Cao Bo
  Title: Director
     
     
Trustworthy Group Ltd. By:  /s/ Cao Bo
  Name: Cao Bo
  Title: Director