Amendment: SEC Form SCHEDULE 13D/A filed by Joint Stock Company Kaspi.kz
$KSPI
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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D-MARKET Electronic Services & Trading (Name of Issuer) |
Ordinary Shares, nominal value TRY 0.20 per share (Title of Class of Securities) |
23292B104 (CUSIP Number) |
David Ferguson 154A Nauryzbai Batyr Street, Almaty, 1P, 050013 7 727 3306710 Copy to: Era Anagnosti DLA Piper LLP (US), 500 8th Street, N.W. Washington, DC, 20004 (202) 799-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2025 (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
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| CUSIP No. | 23292B104 |
| 1 |
Name of reporting person
Joint Stock Company Kaspi.kz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
KAZAKSTAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
271,352,901.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
75.96 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value TRY 0.20 per share | |
| (b) | Name of Issuer:
D-MARKET Electronic Services & Trading | |
| (c) | Address of Issuer's Principal Executive Offices:
KUSTEPE MAHALLESI MECIDIYEKOY YOLU, Caddesi NO: 12 TRUMP TOWERS KULE 2 K2, Sisli Istanbul,
TURKEY
, 34387. | |
Item 1 Comment:
This Amendment No. 5 (this "Amendment No. 5") amends and supplements the Schedule 13D originally filed by Joint Stock Company Kaspi.kz, a joint stock company incorporated under the laws of Kazakhstan (the "Reporting Person"), with the Securities and Exchange Commission (the "SEC") on February 5, 2025 (the "Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person with the SEC on July 30, 2025 ("Amendment No. 1"); Amendment No. 2 to the Schedule 13D filed by the Reporting Person with the SEC on November 13, 2025 ("Amendment No. 2"); Amendment No. 3 to the Schedule 13D filed by the Reporting Person with the SEC on November 18, 2025 ("Amendment No. 3"); and Amendment No. 4 to the Schedule 13D filed by the Reporting Person with the SEC on December 5, 2025 ("Amendment No. 4" and, together with the Schedule 13D and Amendment Nos. 1, 2, 3, and 4, the "Schedule 13D, as amended"), relating to the ordinary shares, nominal value TRY 0.20 per share (the "Ordinary Shares") of D-MARKET Electronic Services & Trading (the "Issuer"), including such Ordinary Shares as are represented by American depositary shares (the "ADSs"), with each ADS representing one Ordinary Share, which are listed on the Nasdaq Global Select Market under the symbol "HEPS." Except as specifically provided herein, this Amendment No. 5 does not modify or amend any of the information previously reported on the Schedule 13D, as amended. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D, as amended. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The disclosure in Item 3 of the Schedule 13D, as amended, is hereby supplemented by adding the following:
On December 23, 2025, the Issuer effected a share capital increase (the "Capital Increase") of 35,842,294 Ordinary Shares, which provided certain shareholders of the Issuer pre-emptive rights to subscribe for their pro rata portion of the Ordinary Shares to be issued. The Reporting Person exercised its pre-emptive right and subscribed for 29,841,006 Ordinary Shares, and also subscribed for the remaining 6,001,288 Ordinary Shares for which the Issuer's other shareholders did not exercise their rights. As a result, the Reporting Person acquired an aggregate of 35,842,294 Ordinary Shares from the Issuer for an aggregate purchase price of TRY 4,171,960,010.85 (approximately USD 100 million).
Additionally, between December 15, 2025 and December 17, 2025, the Reporting Person purchased an aggregate of 2,280,718 Ordinary Shares (represented by ADSs) from unrelated parties in a series of privately negotiated transactions at a purchase price of USD 2.95 per share, for an aggregate purchase price of USD 6,728,118.10.
The source of funding for the purchases was the working capital of the Reporting Person. | ||
| Item 4. | Purpose of Transaction | |
The purpose of the Reporting Person's transactions in the Issuer's securities, including the transactions reported in this Amendment No. 5, is to have a controlling interest in the Issuer. The Reporting Person re-examines its investment in the Issuer on a continuing basis. Any actions the Reporting Person might undertake with respect to its investment may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; and other factors and future developments. The Reporting Person may consider, explore and/or develop plans and/or formulate proposals with respect to its investment in the Issuer and propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Amendment No. 5, the Reporting Person beneficially owns 271,352,901Ordinary Shares of the Issuer, representing 75.96% of the total outstanding Ordinary Shares.(1)
(1) The percentage ownership is based on 357,225,200 Ordinary Shares, representing 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 30, 2025, plus 35,842,294 Ordinary Shares issued pursuant to the Capital Increase. | |
| (b) | As of the date of this Amendment No. 5, the Reporting Person beneficially owns 271,352,901Ordinary Shares of the Issuer, representing 75.96%(1) of the total outstanding Ordinary Shares, as set forth below:
Sole power to vote or direct the vote of: 271,352,901
Shared power to vote or to direct the vote of: 0
Sole power to dispose of or to direct the disposition of: 271,352,901
Shared power to dispose of or to direct the disposition of: 0
(1) The percentage ownership is based on 357,225,200 Ordinary Shares, representing 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 30, 2025, plus 35,842,294 Ordinary Shares issued pursuant to the Capital Increase.
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| (c) | The information set forth in Item 3 and Item 4 of this Amendment No. 5 is incorporated by reference into this Item 5(c). | |
| (d) | No other person 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 of the Ordinary Shares beneficially owned by the Reporting Person, other than as described 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.
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