SEC Form SC 13D/A filed by Super Group (SGHC) Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Super Group (SGHC) Limited

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G8588X103

(CUSIP Number)

Alexander McNee

2nd Floor, St. Mary’s Court

20 Hill Street

Douglas

Isle of Man IM1 1EU

+44 1624 692930

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 5, 2023

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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).

Explanatory Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2022 (the “Original Schedule 13D”) filed on behalf of Knutsson Limited (“Knutsson”), Alea Holdings Limited (“Alea”), Alea Trust (“Trust”), Ridgeway Associates Limited (“Ridgeway”) and Boston Limited (“Boston” and, with Knutsson, Alea, Trust and Ridgeway, collectively, the “Reporting Persons”), relates to the ordinary shares, no par value (“Ordinary Shares”) of Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey, (the “Issuer” and also “SuperGroup”). This Amendment is being filed by the Reporting Persons to report Knutsson’s entry into the Option Agreement (as defined herein), as described in Items 4 and 6 below.

Items 4 and 6 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

On April 14, 2023, Knutsson transferred 7,191,657 Ordinary Shares to Bellerive Trust Limited as Trustee of the SGHC Shares Trust (the “SGHC Shares Trust”) as a contribution to the SGHC Shares Trust for no consideration. The SGHC Shares Trust is independent of Knutsson and, accordingly, such shares are no longer beneficially owned by the Reporting Persons.

On May 5, 2023, Knutsson and Chivers Limited (“Chivers”), another shareholder of the Issuer, entered into a Put and Call Share Option Agreement (the “Option Agreement”), with respect to 60,000,000 ordinary shares (the “Option Shares”) owned by Chivers, as described in greater detail in Item 6 below.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 6:

Put and Call Share Option Agreement

On May 5, 2023, Knutsson and Chivers entered into the Option Agreement. Under the Option Agreement, Chivers has granted Knutsson an option (the “Call Option”) to purchase from Chivers the Option Shares, from time to time, during the ten year period beginning June 30, 2024 (the “Option Period”) at purchase prices per share ranging from $5.20 per share to $7.41 per share. The Call Option generally may only be exercised, at Knutsson’s election, either in full or in multiples of 100,000 Option Shares. Under the Option Agreement, Knutsson granted Chivers an option (the “Put Option”) to sell to Knutsson the Option Shares, from time to time, during the Option Period at a sale price of $4 per share. The Put Option generally may only be exercised, at Chivers’ election: (i) once in any rolling six month period; (ii) in respect of up to a maximum of 15,000,000 Option Shares per calendar year; and (iii) in respect of not less than 100,000 Option Shares. In certain circumstances, Knutsson will have the option to elect to settle the exercise of an option under the Option Agreement by cash payment equal to the difference between the trading price of the ordinary shares subject to the exercise and the purchase price of the Option Shares under the relevant option being exercised. The Call Option and Put Option shall automatically lapse and be of no further force and effect on completion of a Change of Control (as defined in the Option Agreement) of the Issuer.

The description of the Option Agreement is qualified in its entirety by reference to the full text of the Option Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 7:

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.

Dated: May 5, 2023

Exhibit(s):