Amendment: SEC Form SCHEDULE 13D/A filed by Nexxen International Ltd.
$NEXN
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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Nexxen International Ltd. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
M8T80P204 (CUSIP Number) |
Fred P. Boy, Esq. Lehman & Eilen LLP, 50 Charles Lindbergh Boulevard Uniondale, NY, 11553 (516) 222-0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/17/2025 (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. | M8T80P204 |
| 1 |
Name of reporting person
Mithaq Capital SPC | ||||||||
| 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)
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
CAYMAN ISLANDS
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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
17,326,679.00 | ||||||||
| 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)
30.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | M8T80P204 |
| 1 |
Name of reporting person
Turki Saleh A. Alrajhi | ||||||||
| 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)
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
SAUDI ARABIA
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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
17,326,679.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | M8T80P204 |
| 1 |
Name of reporting person
Muhammad Asif Seemab | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PAKISTAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,326,679.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Nexxen International Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
82 Yigal Alon Street, Tel Aviv,
ISRAEL
, 6789124. | |
Item 1 Comment:
This Amendment No. 8 amends the Schedule 13D filed on June 30, 2021 and the following amendments: No. 1 filed on September 9, 2021; No. 2 filed on July 25, 2022; No. 3 filed on February 15, 2024; No. 4 filed on October 17, 2024; No. 5 filed on January 30, 2025; No. 6 filed on May 2, 2025; and No. 7 filed on September 5, 2025. (the "Initial 13D", and the Initial 13D as amended and supplemented by this Amendment No 8, the "Schedule 13D") relating to the Ordinary Shares (the "Shares") of Nexxen International Ltd. (the "Issuer"), located at 82 Yigal Alon Street, Tel Aviv, Israel 6789124. Unless specifically amended hereby, the disclosures and statements set forth in the Initial 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Initial 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Initial13D is hereby amended and supplemented by adding the following to the end thereof:
With respect to the Annual General Meeting of Shareholders of the Issuer ("AGM") scheduled to be held on December 30, 2025, Mithaq Capital SPC ("Mithaq") has submitted a proxy voting all of the Shares owned by it AGAINST: (a) the re-election of six of the Issuer's eight Directors; (b) increasing the number of share reserve under the Issuer's Equity Compensation plan; (c) the compensation package of the Issuer's Chief Executive Officer; and (d) the compensation arrangements for the Issuer's non-executive directors. Mithaq's proxy voted its shares FOR: (i) the re-election of Daniel Kerstein and Rhys Summerton as Directors; and (ii) the appointment of auditors.
The Reporting Persons may enter into discussions with the Issuer's Board of Directors and/or management (in each case individually or as a group), other shareholders of the Issuer or third parties in connection with Mithaq's investment in the Issuer. Such discussions may include governance (including calling special shareholder meetings and nomination of directors), board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, liquidity and future of the Issuer, the provision of debt or equity financing to and/or a restructuring of the Issuer.
The Reporting Persons intend to review Mithaq's investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of the votes at the AGM, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to Mithaq, concentrations in the portfolios managed by Mithaq, conditions in the securities, digital advertising and other markets and general economic and industry conditions, take such actions with respect to the investment in the Issuer as the Reporting Persons deem appropriate, including, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments of, or that relate to, the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of its Securities or any or all of the assets of the Issuer in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; (iv) causing or facilitating changes to the corporate structure or governing documents of the Issuer; (v) effecting changes to the capitalization or dividend policy of the Issuer; or (vi) proposing or considering, or changing their intention with respect to, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D (the "Actions").
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The percentages referred to on the cover pages are based on 56,748,622 Ordinary Shares outstanding as reported in the Issuer's Amended and Restated Proxy Statement filed with the SEC on November 26, 2025.
Since the last filing, Mithaq Capital SPC transferred 132,032 Shares to Muhammad Asif Seemab, who has since disposed of such shares in open market transactions. Mithaq Capital SPC and Mr. Seemab specifically disclaim acting as a group with respect to such shares. | |
| (b) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. | |
| (c) | There were no transactions during the past 60 days. | |
| (d) | See Original Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial 13D is amended and restated as follows: Mithaq Capital SPC is managed by its Board of Directors, which consists of Turki Saleh A. AlRajhi and Muhammad Asif Seemab, and the Board has exclusive authority concerning purchases, dispositions and voting of Shares reported on this Schedule 13D. Mr. AlRajhi possesses an ownership interest in Mithaq Capital SPC, and Mr. Seemab may share in any profits realized from Mithaq Capital SPC's investment in the Shares. | ||
| 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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