Sec Form 13D Filing - DoubleU Games Co., Ltd. filing for - 2026-04-28

Business Address. The principal business address of the Reporting Person is 10F, Tower A, Gangnam Finance Center, 152 Teheran-ro, Gangnam-gu, Seoul 06236, Republic of Korea.

Principal Business. The Reporting Person is a stock company organized under the laws of the Republic of Korea and listed on the KOSDAQ market of the Korea Exchange (KRX: 192080). The Reporting Person is principally engaged in the development and publishing of mobile social casino games and related interactive entertainment products.

Criminal Proceedings. During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors or executive officers listed on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Civil Securities Proceedings. During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors or executive officers listed on Schedule A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws, or finding any violation with respect to such laws.

Citizenship. The Reporting Person is organized under the laws of the Republic of Korea. The name, business address, present principal occupation, and citizenship of each director and executive officer of the Reporting Person are set forth on Schedule A to the Original Schedule 13D, which is incorporated herein by reference, as updated and supplemented by Schedule A hereto.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following: If the transaction contemplated by the Proposal Letter (as defined in Item 4 below) is consummated, the Reporting Person estimates that the aggregate cash consideration required to acquire the outstanding Common Shares (including those represented by ADSs) not currently held by the Reporting Person will be approximately US$ 184 million, exclusive of related fees and expenses. The Reporting Person expects to fund the transaction through a combination of (i) available cash on hand, including proceeds from the planned disposition of treasury shares, and (ii) committed third-party debt financing to be arranged prior to the execution of a definitive agreement. The transaction will not be subject to any financing condition.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following: On April 28, 2026, the Reporting Person delivered a non-binding written proposal (the "Proposal Letter") to the Board of Directors of the Issuer (the "Board") to acquire, through a statutory merger or a comprehensive share exchange under applicable Korean law (the "Transaction"), all of the outstanding Common Shares (including those represented by ADSs) of the Issuer not currently owned by the Reporting Person, representing approximately 32.9% of the Issuer's outstanding Common Shares, at a cash purchase price of US$11.25 per ADS (equivalent to US$225.00 per Common Share) (the "Offer Price"). The Proposal Letter provides, among other things, that: (i) the Transaction will be conditioned upon the recommendation of a special committee of independent directors of the Board (the "Special Committee") advised by independent financial and legal advisors, and the execution of a mutually agreed definitive agreement; (ii) the Transaction will be subject to the affirmative vote of at least 80% of the Issuer's outstanding Common Shares, including a majority of the votes cast by shareholders other than the Reporting Person; (iii) the Transaction will not be subject to any financing condition; and (iv) the Reporting Person, in its capacity as the Issuer's controlling shareholder, intends to vote its Common Shares in favor of the Transaction, will not support any alternative transaction involving the Issuer, and has no present intention to reduce its shareholding in the Issuer. The Proposal Letter is a non-binding expression of interest. Accordingly, no assurance can be given that any definitive agreement will be executed or that the Transaction or any related transaction will be consummated. The Reporting Person reserves the right to amend or withdraw the Proposal Letter at any time, in its sole discretion, and to negotiate the terms of any definitive agreement, including with respect to pricing, structure, and conditions. Concurrently with the delivery of the Proposal Letter, the Reporting Person issued a press release announcing the submission of the Proposal Letter (the "Press Release"). The foregoing descriptions of the Proposal Letter and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated herein by reference. If consummated, the Transaction would result in the Issuer becoming a wholly owned subsidiary of the Reporting Person, the Issuer's ADSs being delisted from the NASDAQ Global Select Market, and the termination of the Issuer's reporting obligations under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the deregistration of the Issuer's ADSs and Common Shares under Section 12 of the Exchange Act as promptly as practicable following consummation of the Transaction. Except as set forth in this Amendment and the agreements described herein, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, as part of its ongoing evaluation of the Transaction, the Reporting Person may at any time modify its plans, propose or effect additional transactions or changes, or take any other actions with respect to its investment in the Issuer, in each case subject to applicable law.

Items 5(a) and 5(b) of the Original Schedule 13D are hereby amended and restated as follows: The Reporting Person beneficially owns 1,661,191 Common Shares, representing approximately 67.1% of the Issuer's issued and outstanding Common Shares, based on 2,477,672 Common Shares outstanding as of the date hereof, as reported by the Issuer. The Reporting Person has sole voting power and sole dispositive power with respect to all such Common Shares.

The Reporting Person beneficially owns 1,661,191 Common Shares, representing approximately 67.1% of the Issuer's issued and outstanding Common Shares, based on 2,477,672 Common Shares outstanding as of the date hereof, as reported by the Issuer. The Reporting Person has sole voting power and sole dispositive power with respect to all such Common Shares.

Except for the entry into the Proposal Letter described in Item 4, the Reporting Person has not effected any transactions in the Common Shares (including those represented by ADSs) during the past 60 days.

Not applicable.

Not applicable.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Item 3 and Item 4 of this Amendment, and the Proposal Letter and the Press Release filed as Exhibit 99.2 and Exhibit 99.3, respectively, hereto, are incorporated herein by reference.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following: Exhibit 99.2 Proposal Letter, dated April 28, 2026, from DoubleU Games Co., Ltd. to the Board of Directors of DoubleDown Interactive Co., Ltd. Exhibit 99.3 Press Release issued by DoubleU Games Co., Ltd., dated April 28, 2026.