Amendment: SEC Form SC 13D/A filed by Amer Sports Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.1*)

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 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 the 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. G0260P102

13D

Page 2 of 8

(1) Represents (i) 218,915,443 ordinary shares of the Issuer directly held by ANLLIAN Sports Products Limited, which is wholly owned by ANTA Sports Products Limited, and (ii) 13,413,337 ordinary shares of the Issuer directly held by ANLLIAN HOLDCO (BVI) LIMITED, which is controlled by ANLLIAN Holdings Limited which in turn is wholly owned by ANTA Sports Products Limited.

(2) The beneficial ownership percentage of the total ordinary shares is calculated based on 546,359,667 ordinary shares outstanding immediately after the Issuer’s public offering as disclosed in its prospectus filed with the Securities Exchange and Commission on December 5, 2024 (assuming no exercise of the underwriters’ overallotment option to purchase additional ordinary shares).

(1) Represents 218,915,443 ordinary shares of the Issuer directly held by ANLLIAN Sports Products Limited.

(2) The beneficial ownership percentage of the total ordinary shares is calculated based on 546,359,667 ordinary shares outstanding immediately after the Issuer’s public offering as disclosed in its prospectus filed with the Securities Exchange and Commission on December 5, 2024 (assuming no exercise of the underwriters’ overallotment option to purchase additional ordinary shares).

(1) Represents 13,413,337 ordinary shares of the Issuer directly held by ANLLIAN HOLDCO (BVI) LIMITED, which is controlled by ANLLIAN Holdings Limited.

(2) The beneficial ownership percentage of the total ordinary shares is calculated based on 546,359,667 ordinary shares outstanding immediately after the Issuer’s public offering as disclosed in its prospectus filed with the Securities Exchange and Commission on December 5, 2024 (assuming no exercise of the underwriters’ overallotment option to purchase additional ordinary shares).

(1) Represents 13,413,337 ordinary shares of the Issuer directly held by ANLLIAN HOLDCO (BVI) LIMITED.

 

(2) The beneficial ownership percentage of the total ordinary shares is calculated based on 546,359,667 ordinary shares outstanding immediately after the Issuer’s public offering as disclosed in its prospectus filed with the Securities Exchange and Commission on December 5, 2024 (assuming no exercise of the underwriters’ overallotment option to purchase additional ordinary shares).

Explanatory Note

This Amendment No.1 (this “Amendment”) amends the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on February 15, 2024 by the Reporting Persons (the “Schedule 13D”) with respect to the ordinary shares, par value EUR 0.0300580119630888 per share (the “Ordinary Shares”), of Amer Sports, Inc., a company organized under the laws of the Cayman Islands (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

As disclosed in the Issuer’s prospectus filed with the Commission on December 5, 2024, the Issuer issued 40,800,000 Ordinary Shares (assuming no exercise of the underwriters’ overallotment option to purchase additional Ordinary Shares) in a public offering. As a result, the total number of outstanding Ordinary Shares of the Issuer increased and the holdings of the Reporting Persons were accordingly diluted, leading to a decrease of the beneficial ownership percentages of the Reporting Persons in the Issuer, which the Reporting Persons are reporting in this Amendment.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) As of the date hereof, (i) ANTA Sports, because of its position as the sole shareholder of each of ANLLIAN Sports and ANLLIAN Holdings, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 232,328,780 Ordinary Shares or 42.5% of the outstanding Ordinary Shares, (ii) ANLLIAN Sports directly owns 218,915,443 Ordinary Shares or 40.1% of the outstanding Ordinary Shares, (iii) ANLLIAN Holdings, as the sole holder of the voting equity of ANLLIAN HOLDCO, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own the 13,413,337 Ordinary Shares or 2.5% of the outstanding Ordinary Shares directly held by ANLLIAN HOLDCO, and (iv) ANLLIAN HOLDCO directly owns 13,413,337 Ordinary Shares or 2.5% of the outstanding Ordinary Shares. The foregoing percentages are all calculated based on 546,359,667 Ordinary Shares outstanding immediately after the Issuer’s public offering as disclosed in its prospectus filed with the Commission on December 5, 2024 (assuming no exercise of the underwriters’ overallotment option to purchase additional Ordinary Shares). The other persons listed on Schedule A beneficially own such amounts of Ordinary Shares as set forth therein.

(b) As of the date hereof, each of ANLLIAN Sports, ANLLIAN HOLDCO, ANLLIAN Holdings and ANTA Sports has shared power to vote or to direct the voting and to dispose or to direct the disposition of the Ordinary Shares directly or beneficially owned by them (as the case may be) as specified in Item 5(a) above. The other persons listed on Schedule A have sole or shared power to vote or to direct the voting and to dispose or to direct the disposition of such amounts of Ordinary Shares as set forth therein.

(c) Except as disclosed in the Schedule 13D and this Amendment, the Reporting Persons and, to the knowledge of the Reporting Persons, the other persons listed on Schedule A, have not engaged in any transactions in the Ordinary Shares in the past 60 days.

(d) No person other than the Reporting Persons and the persons listed on Schedule A 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, any securities reported herein.

(e) Not applicable.

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.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

SCHEDULE A of the Schedule 13D is hereby amended and restated in its entirety as follows:

SCHEDULE A

Directors and Executive Officers of Each of Reporting Persons

The business address of each of the following directors and executive officers is 16/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong SAR.

* Among such shares, 481,770 shares were acquired by Mr. Zheng Jie by exercising his options at a per share price of US$7.680 on October 15, 2024, which is within 60 days of this Amendment.