| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Reddit, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
75734B100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 75734B100 |
| 1 | Names of Reporting Persons Tencent Holdings Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 12,411,829.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.98 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The shares held by Tencent Holdings Limited represent (i) 5,201,032 shares of Class A Common Stock and 4,222,385 shares of Class B Common Stock held of record by Tencent Cloud Europe B.V., a wholly-owned subsidiary of Aceville Pte. Ltd., which is a wholly-owned subsidiary of TCH Delta Limited, which is a wholly-owned subsidiary of Tencent Holdings Limited, (ii) 2,500,000 shares of Class A Common Stock held of record by Huang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited, and (iii) 50,425 shares of Class A Common Stock and 437,987 shares of Class B Common Stock held of record by Jojoba Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited. Tencent Holdings Limited, TCH Delta Limited and Aceville Pte. Ltd. may each be deemed to beneficially own the shares held of record by Tencent Cloud Europe B.V. Each share of Class B Common Stock is entitled to ten votes and is convertible into Class A Common Stock at the option of the holder. Pursuant to a certain voting agreement entered into between the Tencent affiliates and Mr. Steve Huffman, the CEO of the Issuer, Mr. Huffman has the authority (and irrevocable proxy) to vote shares then owned by affiliates of Tencent Holdings Limited, in his sole discretion, subjection to certain restrictions therein. Also see Item 4. The percentage in Row 11 is calculated on an as-converted basis.
SCHEDULE 13G |
| CUSIP No. | 75734B100 |
| 1 | Names of Reporting Persons Aceville Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,423,417.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Reference is made to the comment for type of reporting person of Tencent Holdings Limited. The percentage in Row 11 is calculated on an as-converted basis.
SCHEDULE 13G |
| CUSIP No. | 75734B100 |
| 1 | Names of Reporting Persons TCH Delta Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,423,417.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Reference is made to the comment for type of reporting person of Tencent Holdings Limited. The percentage in Row 11 is calculated on an as-converted basis.
SCHEDULE 13G |
| CUSIP No. | 75734B100 |
| 1 | Names of Reporting Persons Tencent Cloud Europe B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NETHERLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,423,417.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Reference is made to the comment for type of reporting person of Tencent Holdings Limited. The percentage in Row 11 is calculated on an as-converted basis.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Reddit, Inc. | |
| (b) | Address of issuer's principal executive
offices: 303 2nd Street, South Tower, 5th Floor, San Francisco, California, 94107 | |
| Item 2. | ||
| (a) | Name of person filing: Tencent Holdings Limited
Aceville Pte. Ltd.
TCH Delta Limited
Tencent Cloud Europe B.V. | |
| (b) | Address or principal business office or, if
none, residence: For each of Tencent Holdings Limited, Aceville Pte. Ltd., TCH Delta Limited and Tencent Cloud Europe B.V.:
29/F., Three Pacific Place
No. 1, Queen's Road East
Wanchai, Hong Kong | |
| (c) | Citizenship: Tencent Holdings Limited
Citizenship: Cayman Islands
Aceville Pte. Ltd.
Citizenship: Singapore
TCH Delta Limited
Citizenship: British Virgin Islands
Tencent Cloud Europe B.V.
Citizenship: Netherlands | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 75734B100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class: The total number of outstanding shares of Class A Common Stock used to calculate the percent of class represented by the Class A Common Stock beneficially owned by Tencent Holdings Limited, 9.98%, is the sum of (i) 119,734,990 shares of Class A Common Stock of the Issuer as disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024 (the "Securities Filing"), and (ii) 4,222,385 shares of Class B Common Stock held of record by Tencent Cloud Europe B.V., a wholly-owned subsidiary of Aceville Pte Ltd, which is a wholly-owned subsidiary of TCH Delta Limited, which is a wholly-owned subsidiary of Tencent Holdings Limited, and 437,987 shares of Class B Common Stock held of record by Jojoba Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited, each of which can be converted into an equal number of Class A Common Stock at the option of the holder. Tencent Holdings Limited, TCH Delta Limited and Aceville Pte. Ltd. may each be deemed to beneficially own the shares held of record by Tencent Cloud Europe B.V.
The total number of outstanding shares of Class A Common Stock used to calculate the percent of class represented by the Class A Common Stock beneficially owned by each of Aceville Pte. Ltd, TCH Delta Limited and Tencent Cloud Europe B.V., 7.60%, is the sum of (i) 119,734,990 shares of Class A Common Stock of the Issuer as disclosed in the Securities Filing, and (ii) 4,222,385 shares of Class B Common Stock held of record by Tencent Cloud Europe B.V., which can be converted into an equal number of Class A Common Stock at the option of the holder. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of the cover page of each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of the cover page of each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of the cover page of each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of the cover page of each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See Item 4. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit
Information |
Exhibit 99.A: JOINT FILING AGREEMENT |