golf-20210517

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


Form			8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 17, 2021


Acushnet Holdings Corp.
(Exact name of registrant as specified in its charter)


Delaware	001-37935	45-2644353
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


333 Bridge Street	Fairhaven,	Massachusetts	02719
(Address of principal executive offices)			(Zip Code)

(800) 225‑8500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock - $0.001 par value per share

GOLF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 17, 2021, Magnus Holdings Co., Ltd. ("Magnus"), which is wholly-owned by Fila Holdings Corp. ("Fila"), sold 650,000 shares of common stock of Acushnet Holdings Corp. (the "Company") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 144 (the "Rule 144 transaction"). Fila has informed the Company that the Rule 144 transaction was executed for liquidity purposes and that Fila currently plans to retain its majority stake in the Company. In connection with the Rule 144 transaction, Magnus entered into a lock-up agreement with the Company pursuant to which it has agreed to certain sale and transfer restrictions for a period of 30 days relating to its shares of the Company's common stock, subject to certain exceptions. The lock-up agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein. Following the Rule 144 transaction, Magnus beneficially owned 51.04% of the outstanding common stock of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

10.1						Lock-Up Agreement, dated as of May 17, 2021, between Acushnet Holdings Corp. and Magnus Holdings Co., Ltd.

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ACUSHNET HOLDINGS CORP.

			By:			/s/ Thomas Pacheco
			Name:			Thomas Pacheco
			Title:			Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Date: May 17, 2021

Acushnet Holdings Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits