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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Children's Place, Inc. (Name of Issuer) |
Common Shares, par value $0.10 per share (Title of Class of Securities) |
168905107 (CUSIP Number) |
Turki Saleh A. AlRajhi c/o Synergy, Anas Ibn Malik Road, Al Malqa, Riyadh, T0, 13521 966 11 222 2210 Muhammad Asif Seemab c/o Synergy, Anas Ibn Malik Road, Al Malqa, Riyadh, T0, 13521 966 11 222 2210 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/06/2025 (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
|
| CUSIP No. | 168905107 |
| 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,696,819.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,696,819 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The amounts reported herein as beneficially owned by the Reporting Persons other than Snowball include the 5,055,289 Common Shares expected to be acquired by the Reporting Persons pursuant to Mithaq SPC's and Snowball's exercise of their basic subscription right, and the 1,639,743 Common Shares expected to be acquired by Mithaq SPC pursuant to the over-subscription privilege, in the rights offering completed by the Issuer on January 31, 2025. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 62.2% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below.
2. All percentage calculations set forth herein are based upon the 12,784,972 Common Shares stated by the Issuer in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on February 6, 2025 as being issued and outstanding as of the close of business on February 5, 2025, adjusted upwards based on the assumed issuance of all of the 9,230,769 Common Shares stated by the Issuer to be issuable as a result of the rights offering.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Mithaq Global | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,696,819.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,696,819 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The amounts reported herein as beneficially owned by the Reporting Persons other than Snowball include the 5,055,289 Common Shares expected to be acquired by the Reporting Persons pursuant to Mithaq SPC's and Snowball's exercise of their basic subscription right, and the 1,639,743 Common Shares expected to be acquired by Mithaq SPC pursuant to the over-subscription privilege, in the rights offering completed by the Issuer on January 31, 2025. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 62.2% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below.
2. All percentage calculations set forth herein are based upon the 12,784,972 Common Shares stated by the Issuer in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on February 6, 2025 as being issued and outstanding as of the close of business on February 5, 2025, adjusted upwards based on the assumed issuance of all of the 9,230,769 Common Shares stated by the Issuer to be issuable as a result of the rights offering.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Mithaq Capital | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,696,819.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,696,819 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The amounts reported herein as beneficially owned by the Reporting Persons other than Snowball include the 5,055,289 Common Shares expected to be acquired by the Reporting Persons pursuant to Mithaq SPC's and Snowball's exercise of their basic subscription right, and the 1,639,743 Common Shares expected to be acquired by Mithaq SPC pursuant to the over-subscription privilege, in the rights offering completed by the Issuer on January 31, 2025. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 62.2% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below.
2. All percentage calculations set forth herein are based upon the 12,784,972 Common Shares stated by the Issuer in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on February 6, 2025 as being issued and outstanding as of the close of business on February 5, 2025, adjusted upwards based on the assumed issuance of all of the 9,230,769 Common Shares stated by the Issuer to be issuable as a result of the rights offering.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAUDI ARABIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,696,819.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,696,819 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The amounts reported herein as beneficially owned by the Reporting Persons other than Snowball include the 5,055,289 Common Shares expected to be acquired by the Reporting Persons pursuant to Mithaq SPC's and Snowball's exercise of their basic subscription right, and the 1,639,743 Common Shares expected to be acquired by Mithaq SPC pursuant to the over-subscription privilege, in the rights offering completed by the Issuer on January 31, 2025. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 62.2% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below.
2. All percentage calculations set forth herein are based upon the 12,784,972 Common Shares stated by the Issuer in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on February 6, 2025 as being issued and outstanding as of the close of business on February 5, 2025, adjusted upwards based on the assumed issuance of all of the 9,230,769 Common Shares stated by the Issuer to be issuable as a result of the rights offering.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PAKISTAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,696,819.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. The Reporting Persons (as defined below) other than Snowball (as defined below) are each reporting beneficial ownership of an aggregate of 13,696,819 Common Shares, including beneficial ownership of 1,722 Common Shares held directly by Snowball. The amounts reported herein as beneficially owned by the Reporting Persons other than Snowball include the 5,055,289 Common Shares expected to be acquired by the Reporting Persons pursuant to Mithaq SPC's and Snowball's exercise of their basic subscription right, and the 1,639,743 Common Shares expected to be acquired by Mithaq SPC pursuant to the over-subscription privilege, in the rights offering completed by the Issuer on January 31, 2025. The Common Shares stated above as beneficially owned by the Reporting Persons other than Snowball represent approximately 62.2% of the outstanding Common Shares as calculated pursuant to Note 2 below. Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares as calculated pursuant to Note 2 below.
2. All percentage calculations set forth herein are based upon the 12,784,972 Common Shares stated by the Issuer in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on February 6, 2025 as being issued and outstanding as of the close of business on February 5, 2025, adjusted upwards based on the assumed issuance of all of the 9,230,769 Common Shares stated by the Issuer to be issuable as a result of the rights offering.
SCHEDULE 13D
|
| CUSIP No. | 168905107 |
| 1 |
Name of reporting person
Snowball Compounding Ltd. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,722.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentage calculations set forth herein are based upon the 12,784,972 shares of Common Stock stated by the Issuer in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on February 6, 2025 as being issued and outstanding as of the close of business on February 5, 2025, adjusted upwards based on the assumed issuance of all of the 9,230,769 shares of Common Stock stated by the Issuer to be issuable as a result of the rights offering.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, par value $0.10 per share |
| (b) | Name of Issuer:
Children's Place, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
500 Plaza Drive, Secaucus,
NEW JERSEY
, 07094. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The disclosure set forth in Item 4 of this Amendment No. 7 is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
Introductory Note
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on February 16, 2024 as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on March 4, 2024, by that certain Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on March 11, 2024, by that certain Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on April 18, 2024, by that certain Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on September 16, 2024, by that certain Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on October 16, 2024, and by that certain Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on February 4, 2025 (the "Initial 13D", and the Initial 13D as amended and supplemented by this Amendment No. 7, the "Schedule 13D") relating to the common shares, par value $0.10 per share (the "Common Shares") of The Children's Place, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used in this Amendment No. 7 but not otherwise defined shall have the respective meanings ascribed to them in the Initial 13D.
Item 4 of the Initial 13D is hereby amended and restated as set forth below:
"On December 31, 2024, the Issuer commenced a rights offering (the "Rights Offering") for the sale of up to 9,230,769 Common Shares in the aggregate. Pursuant to the Rights Offering, the Company distributed to each holder of record of Common Stock as of the close of business on December 13, 2024 one non-transferable subscription right (each, a "Subscription Right") for every share of Common Stock owned by such holder as of the close of business on December 13, 2024, the record date for the Rights Offering. Each Subscription Right carried with it a basic subscription right, which entitled Subscription Rights holders to purchase 0.7220 Common Shares per Subscription Right at a subscription price of $9.75 per whole share (the "Subscription Price"), and an over-subscription privilege (the "over-subscription privilege"), which entitled each Subscription Rights holder that had exercised its basic subscription right in full to subscribe for additional Common Shares at the same Subscription Price of $9.75 per whole share, to the extent that Common Shares offered in the Rights Offering had not been purchased by other holders of basic subscription rights and further subject to the completion by the Issuer of certain pro rata allocations and adjustments. The Rights Offering expired on January 31, 2025 at 5:00 p.m., New York City time.
Mithaq SPC fully-exercised all of the 7,000,787 basic subscription rights it received pursuant to the Rights Offering, which represent 5,054,567 Common Shares in the aggregate, and Snowball fully-exercised all of the 1,000 basic subscription rights it received pursuant to the Rights Offering, which represent 722 Common Shares in the aggregate. Mithaq SPC additionally exercised its over-subscription privilege in respect of a further up to 4,175,480 Common Shares, which amount was reduced to 1,639,743 Common Shares following the completion by the Issuer of its pro rata allocations and adjustments.
Snowball has elected to pay the subscription price for the 722 Common Shares it subscribed for in the Rights Offering using its working capital. Mithaq SPC has elected to pay the subscription price for (i) 521,284 of the Common Shares it subscribed for in the Rights Offering pursuant to its basic subscription right using its working capital (amounting to $5,082,519 in the aggregate) and (ii) the remaining 6,173,026 Common Shares it expects to receive in the Rights Offering by delivering to the Issuer indebtedness for borrowed money owed by the Issuer to Mithaq SPC pursuant to the Unsecured Promissory Note, dated February 29, 2024, among the Issuer, certain subsidiaries of the Issuer, and Mithaq SPC (the "First Note") in an amount equal to $60,187,003.50 (which, following delivery to Mithaq SPC of the Common Shares to be issued to it in the Rights Offering, would leave a remaining principal balance pursuant to the First Note of $18,412,996.50).
Item 5 of this Amendment No. 7 is incorporated herein by reference." | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a) and (b) of the Initial 13D are hereby amended and restated as follows:
"(a), (b) Each Reporting Person (other than Snowball) is reporting beneficial ownership of an aggregate of 13,696,819 Common Shares, including 1,722 Common Shares held directly by Snowball. These Common Shares represent approximately 62.2% of the outstanding Common Shares (calculated based upon the 12,784,972 Common Shares stated by the Issuer in its Current Report on Form 8-K filed with the United States Securities and Exchange Commission on February 6, 2025 as being issued and outstanding as of the close of business on February 5, 2025, adjusted upwards based on the assumed issuance of all of the 9,230,769 Common Shares stated by the Issuer to be issuable as a result of the Rights Offering). Snowball beneficially owns 1,722 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
Mithaq SPC has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote 13,696,819 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 13,696,819 Common Shares.
Mithaq Global has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote 13,696,819 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 13,696,819 Common Shares.
Mithaq Capital has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote 13,696,819 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 13,696,819 Common Shares.
Turki Saleh A. AlRajhi has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 13,696,819 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 13,696,819 Common Shares.
Muhammad Asif Seemab has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 13,696,819 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 13,696,819 Common Shares.
Snowball has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 1,722 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 1,722 Common Shares.
Item 4 of this Amendment No. 7 is incorporated herein by reference." |
| (c) | Item 5(c) of the Initial 13D is hereby amended and supplemented to add the following information: "Item 4 of this Amendment No. 7 is incorporated herein by reference." |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof:
"The disclosure set forth in Item 4 of this Amendment No. 7 is incorporated herein by reference." |
| 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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