SEC Form SC 13D/A filed by Playtika Holding Corp. (Amendment)

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. o

 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).

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 outstanding common stock as disclosed by the Issuer on its Annual Report on Form 10-K for the fiscal period ended December 31, 2022, filed with the SEC on February 28, 2023.

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 outstanding common stock as disclosed by the Issuer on its Annual Report on Form 10-K for the fiscal period ended December 31, 2022, filed with the SEC on February 28, 2023.

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 outstanding common stock as disclosed by the Issuer on its Annual Report on Form 10-K for the fiscal period ended December 31, 2022, filed with the SEC on February 28, 2023.

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 outstanding common stock as disclosed by the Issuer on its Annual Report on Form 10-K for the fiscal period ended December 31, 2022, filed with the SEC on February 28, 2023.

* The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 outstanding common stock as disclosed by the Issuer on its Annual Report on Form 10-K for the fiscal period ended December 31, 2022, filed with the SEC on February 28, 2023.

This Schedule 13D/A supplements and amends the statement on Schedule 13D filed by the Reporting Persons with the SEC on October 26, 2022 (“Schedule 13D”), relating to the common stock, par value of $0.01 per share (the “Shares”), of Playtika Holding Corp., a corporation incorporated in the State of Delaware (the “Issuer”). This Amendment is being filed to update its report that (i) 8th Wonder Corporation (“8th Wonder”) and Hotlink Investment Limited (“Hotlink”) have entered into a share purchase agreement with Fortune Bliss Ventures Limited (“Fortune”) regarding the sale of 78,810,506 Shares held by the Reporting Persons and (ii) Hotlink sold an aggregate of 1,000,000 Shares in the open market on March 22, 2023, March 30, 2023 and April 11, 2023. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 4 Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

(a) and (b)

As previously disclosed, the Reporting Persons regularly review their business operations, their investment in the Issuer and the business operations of the Issuer and, as a result thereof and subject to applicable laws and regulations, may at any time or from time to time determine, either alone or as part of a group, to dispose of all or a portion of the securities of the Issuer owned by the Reporting Persons in the open market, in privately negotiated transactions or otherwise. Taking into consideration the liquidity requirements of the Reporting Persons, the Reporting Persons, over time, elected to explore options for a potential sale of a portion of their investment in the Issuer, and therefore, believed it was in the Reporting Persons’ best interest to enter into the share purchase agreement described in Item 6 below.

Item 5. Interest in Securities of the Issuer

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a) - (b) The following information with respect to the ownership of the Shares by each of the Reporting Persons is provided as of the date of this Schedule 13D:

Ms. On Chau beneficially owns 80,810,506 Shares comprising (i) 40,905,253 Shares owned by 8th Wonder Corporation as described below and (ii) 39,905,253 Shares owned by Hotlink Investment Limited as described below.

8th Wonder Corporation, a British Virgin Islands company, beneficially owns 40,905,253 Shares. 8th Wonder Corporation is 100% owned by Trustworthy Group Ltd., a British Virgin Islands company. Ms. On Chau is the sole shareholder of Trustworthy Group Ltd. Ms. On Chau indirectly holds all voting and investment powers of 8th Wonder Corporation and its assets. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Ms. On Chau and Trustworthy Group Ltd. may be deemed to beneficially own all of the shares of common stock of the Issuer held by 8th Wonder Corporation.

Hotlink Investment Limited, a British Virgin Islands company, beneficially owns 39,905,253 Shares. Hotlink Investment Limited is 100% owned by Infinite Bandwidth Limited, a British Virgin Islands company. Ms. On Chau is the sole shareholder of Infinite Bandwidth Limited. Ms. On Chau indirectly holds all voting and investment powers of Hotlink Investment Limited and its assets. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Ms. On Chau and Infinite Bandwidth Limited may be deemed to beneficially own all of the shares of common stock of the Issuer held by Hotlink Investment Limited.

Ms. On Chau and Mr. Chuen Chung Chow are wife and husband, and as such, each of them may be deemed to beneficially own Shares of the Issuer held by the other person pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 outstanding common stock as disclosed by the Issuer on its Annual Report on Form 10-K for the fiscal period ended December 31, 2022, filed with the SEC on February 28, 2023.

(c) The transactions in the Shares by Hotlink since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Share Purchase Agreement

On April 26, 2023, 8th Wonder and Hotlink (the “Sellers”) entered into a Share Purchase Agreement with Fortune (the “Share Purchase Agreement”) attached hereto as Exhibit 99.2. Pursuant to the Share Purchase Agreement, Fortune has agreed to purchase (i) 39,405,253 Shares from 8th Wonder and (ii) 39,405,253 Shares from Hotlink (the “Sale Shares”) at a per Share price of $7.93 per Sale Share (such price times the aggregate number of the Sale Shares, the “Purchase Price”).

The consummation of the transaction contemplated by the Share Purchase Agreement (the "Closing") is subject to the satisfactory completion of the due diligence investigation of the Issuer and the Sale Shares by Fortune.

The parties expect that Closing will occur on or prior to July 31, 2023, with Fortune having a right to extend the Closing until August 31, 2023. The Sellers may terminate the Share Purchase Agreement if the Closing shall not have occurred or if Fortune fails to pay the Sellers the full amount of the Purchase Price due on the Closing by August 31, 2023.

If the Sellers receive any dividend payments with respect to the Sale Shares during the period from but excluding the date of the Share Purchase Agreement to and including the date of the Closing, the Purchase Price will be reduced by the amount of dividend payments so received by the Sellers.

The Share Purchase Agreement contains certain customary representations, warranties and covenants of the parties. The Sellers have agreed to indemnify Fortune for breaches of representations and warranties, covenants or agreements contained in the Share Purchase Agreement.

The description of the Share Purchase Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed as part of this Statement and incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Schedule A

Transaction in the Shares by Hotlink Since the Filing of the Schedule 13D

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.