| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Endeavor Group Holdings, Inc. (Name of Issuer) |
Endeavor Group Holdings, Inc. (Title of Class of Securities) |
29260Y109 (CUSIP Number) |
01/17/2025 (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. | 29260Y109 |
| 1 | Names of Reporting Persons Troluce Capital Advisors LLC | ||||||||
| 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 PUERTO RICO | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 35,550,000.00 | ||||||||
| 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) 11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 29260Y109 |
| 1 | Names of Reporting Persons Troluce Special Opportunities II, LP | ||||||||
| 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 PUERTO RICO | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 26,550,000.00 | ||||||||
| 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) 8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 29260Y109 |
| 1 | Names of Reporting Persons Troluce Nexus Fund LP | ||||||||
| 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 9,000,000.00 | ||||||||
| 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) 2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 29260Y109 |
| 1 | Names of Reporting Persons Jared R. Dubin | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 35,550,000.00 | ||||||||
| 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) 11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Endeavor Group Holdings, Inc. | |
| (b) | Address of issuer's principal executive
offices: 9601 WILSHIRE BOULEVARD, 3RD FLOOR, BEVERLY HILLS, California, 90210 | |
| Item 2. | ||
| (a) | Name of person filing: Troluce Special Opportunities II, LP, a Delaware limited partnership ("Special Opportunities II");
Troluce Nexus Fund LP, a Cayman Islands exempted limited partnership ("Nexus Fund");
Troluce Capital Advisors, LLC, a Puerto Rico limited liability company ("Troluce Capital"); and
Jared R. Dubin, a United States citizen ("Mr. Dubin"). | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is Vista Plaza, Suite 204, Calle C, Lots 81-82, Dorado, PR 00646. | |
| (c) | Citizenship: Special Opportunities II is a Delaware limited partnership. Nexus Fund is a Cayman Islands exempted limited partnership. Troluce Capital is a Puerto Rico limited liability company. Mr. Dubin is a citizen of the United States. | |
| (d) | Title of class of securities: Endeavor Group Holdings, Inc. | |
| (e) | CUSIP No.: 29260Y109 | |
| 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: As of January 21, 2025, Special Opportunities II beneficially owned 26,550,000 shares of Common Stock.
As of January 21, 2025, Nexus Fund beneficially owned 9,000,000 shares of Common Stock.
Troluce Capital, as the investment manager of Special Opportunities II and Nexus Fund, may be deemed to have beneficially owned 35,550,000 shares of Common Stock, comprised of the 26,550,000 shares of Common Stock beneficially owned by Special Opportunities II and the 9,000,000 shares of Common Stock beneficially owned by Nexus Fund.
Mr. Dubin, as the managing member of Troluce Capital, may be deemed to have beneficially owned the 35,550,000 shares of Common Stock beneficially owned by Troluce Capital. | |
| (b) | Percent of class: The following percentage is based on 308,175,511 shares of Common Stock outstanding as of October 31, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
As of January 21, 2025, the Reporting Persons may be deemed to have beneficially owned approximately the following percentage of the outstanding Common Stock: 11.5 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-8. | ||
| (ii) Shared power to vote or to direct the
vote: See Cover Pages Items 5-8. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| 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. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A to the Schedule 13G filed by the Reporting Persons on November 1, 2024. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
|
|
|
|
|
|
|
|