|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Amer Sports, Inc. (Name of Issuer) |
Ordinary Shares, par value EUR 0.10 per ordinary share (Title of Class of Securities) |
G0260P102 (CUSIP Number) |
Dennis J. Wilson 21 Water Street, Suite 600, Vancouver, A1, V6B 1A1 604-737-7232 William Brentani 2475 Hanover Street, Palo Alto, CA, 94304 650-251-5110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/25/2025 (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.
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 13D
|
| CUSIP No. | G0260P102 |
| 1 |
Name of reporting person
Dennis J. Wilson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,962,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | G0260P102 |
| 1 |
Name of reporting person
Anamered Investments, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,039,902.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G0260P102 |
| 1 |
Name of reporting person
IVIVA Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,923,076.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G0260P102 |
| 1 |
Name of reporting person
LIPO Investments (USA), Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,923,076.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G0260P102 |
| 1 |
Name of reporting person
Five Boys Investments ULC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,962,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value EUR 0.10 per ordinary share | |
| (b) | Name of Issuer:
Amer Sports, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman,
CAYMAN ISLANDS
, KY1-1111. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 15, 2024, as amended by Amendment No. 1 thereto filed with the Commission on December 12, 2024 (as so amended, the "Schedule 13D"). 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. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and (b) are hereby amended and restated in their entirety as follows:
Anamered directly owns 75,039,902 Ordinary Shares and IVIVA Holdings Ltd. ("IVIVA") directly owns 24,923,076 Ordinary Shares. LIPO Investments (USA), Inc. ("LIPO") is the sole shareholder of IVIVA and may be deemed to beneficially own the Ordinary Shares directly held by IVIVA; Five Boys Investments ULC ("Five Boys") is the sole shareholder of Anamered and the owner (directly and indirectly) of LIPO and as such may be deemed to beneficially own the Ordinary Shares beneficially owned by Anamered and LIPO; Dennis Wilson controls Five Boys and may be deemed to beneficially own the Ordinary Shares beneficially owned by Five Boys. Neither the filing of the Schedule 13D or this Amendment nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Ordinary Shares.
Any beneficial ownership of Ordinary Shares by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.
The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference.
Calculation of the percentage of Ordinary Shares beneficially owned by Reporting Persons is based on 554,571,446 Ordinary Shares outstanding as of March 31, 2025 as disclosed in the final prospectus filed by the Issuer with the Commission on May 30, 2025. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as disclosed in this Amendment, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Ordinary Shares in the past 60 days. | |
| 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.
|
|
|
|
|
|
|
|
|
|
|