UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DoubleDown Interactive Co., Ltd.
(Name of Issuer)
Common Shares, par value W10,000 per share
(Title of Class of Securities)
25862B109**
(CUSIP Number)
September 19, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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. |
| ** | There is no CUSIP number assigned to the Common Shares of the Issuer. CUSIP number 25862B109 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on The NASDAQ Global Select Market under the symbol “DDI.” Each ADS represents 0.05 share of a Common Share. |
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 13G
| CUSIP No. 25862B109 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STIC Special Situation Diamond Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
480,350 Common Shares(2) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
480,350 Common Shares(2) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,350 Common Shares(2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.4%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
FI | |||||
| (1) | This percentage is based on 2,477,672 Common Shares outstanding as of June 30, 2024 as reflected on the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on August 12, 2024. |
| (2) | Represented by 9,607,000 American Depositary Shares (“ADS”). Each ADS represents 0.05 share of a Common Share. |
SCHEDULE 13G
| CUSIP No. 25862B109 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STIC Investments, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
480,350 Common Shares(2) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
480,350 Common Shares(2) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,350 Common Shares(2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.4%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
FI | |||||
| (1) | This percentage is based on 2,477,672 Common Shares outstanding as of June 30, 2024 as reflected on the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on August 12, 2024. |
| (2) | Represented by 9,607,000 American Depositary Shares (“ADS”). Each ADS represents 0.05 share of a Common Share. |
SCHEDULE 13G
CUSIP No. 25862B109
| Item 1. | |
| (a) | Name of Issuer |
DoubleDown Interactive Co., Ltd.
| (b) | Address of Issuer’s principal executive offices |
13F, Gangnam Finance Center
152, Teheran-ro Gangnam-gu
Seoul 06236, Republic of Korea
| Item 2. | |
| (a) | Name of persons filing |
STIC Special Situation Diamond Ltd.
STIC Investments, Inc.
| (b) | Address or principal business office or, if none, residence |
The principal business office of STIC Special Situation Diamond Ltd. and STIC Investments, Inc. is:
11F MSA Bldg.,
12 Teheran-ro 78-gil, Gangnam-gu
Seoul 06194, Republic of Korea
| (c) | Citizenship |
STIC Special Situation Diamond Ltd. is a foreign limited liability company organized under the laws of the Republic of Korea.
STIC Investments, Inc. is a foreign corporation incorporated under the laws of the Republic of Korea.
| (d) | Title of class of securities |
Common Shares, par value W10,000 per share, of the Issuer.
| (e) | CUSIP No. |
There is no CUSIP number assigned to the Common Shares of the Issuer. CUSIP number 25862B109 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on The NASDAQ Global Select Market under the symbol “DDI.” Each ADS represents 0.05 share of a Common Share.
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☒ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership. |
STIC Special Situation Diamond Ltd.: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of STIC Special Situation Diamond Ltd.’s cover page and is incorporated herein by reference.
STIC Investments, Inc.: The information required by Items 4(a)-(c) is set forth in Rows 5-11 of STIC Investments, Inc.’s cover page and is incorporated herein by reference.
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Each of the Reporting Persons hereby makes the following certification: by signing below such Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: October 8, 2024 | STIC Special Situation Diamond Ltd. | |||||
| By: | /s/ Jin Ho Chai | |||||
| Name: Jin Ho Chai | ||||||
| Title: Director | ||||||
| STIC Investments, Inc. | ||||||
| By: | /s/ Dong Guel Kwak | |||||
| Name: Dong Guel Kwak | ||||||
| Title: Representative Director | ||||||