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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Nexxen International Ltd. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
89484T104 (CUSIP Number) |
Fred P. Boy, Esq. Lehman & Eilen LLP, 50 Charles Lindbergh Boulevard Uniondale, NY, 11553 (516) 222-0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/29/2025 (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
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| CUSIP No. | 89484T104 |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,917,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 89484T104 |
| 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)
WC | ||||||||
| 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
34,917,422.00 | ||||||||
| 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)
IN |
SCHEDULE 13D
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| CUSIP No. | 89484T104 |
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PAKISTAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,917,422.00 | ||||||||
| 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)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Nexxen International Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
82 Yigal Alon Street, Tel Aviv,
ISRAEL
, 6789124. | |
Item 1 Comment:
This Amendment No. 5 amends the Schedule 13D filed on June 30, 2021 (the "Original Schedule 13D") and the following amendments: No. 1 filed on September 9, 2021; No. 2 filed on July 25, 2022; No. 3 filed on February 15, 2024; and No. 4 filed on October 15, 2024. This statement of beneficial ownership on Schedule 13D relates to the Ordinary Shares of Nexxen International Ltd. (the "Issuer"), located at 82 Yigal Alon Street, Tel Aviv, Israel 6789124. Unless specifically amended hereby, the disclosures and statements set forth in the Original Schedule 13D and Amendment Nos. 1, 2, 3 and 4 remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D. Since the filing of Amendment No. 4, the Issuer repurchased Ordinary Shares so that the number of outstanding Ordinary Shares reported by Issuer in a Press Release dated January 29, 2025 was 129,250,341. Through the Issuer's buy back of its shares, the Reporting Persons' percentage ownership of the Ordinary Shares has increased by approximately 1%.
Additionally, there is no CUSIP number assigned to the Ordinary Shares. The CUSIP number 89484T104 identified on the cover page for the Issuer has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Stock Market LLC under the symbol "NEXN." Each ADS represents two (2) Ordinary Shares. The Ordinary Shares are listed on the London Stock Exchange. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
The percentages referred to on the cover pages are based on 129,250,341 Ordinary Shares outstanding as reported in the Issuer's press release dated January 29, 2025. | |
| (b) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. | |
| (c) | There were no transactions during the past 60 days. | |
| (d) | See Original Schedule 13D | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Mithaq Capital SPC is managed by its Board of Directors, which consists of Turki Saleh A. AlRajhi and Muhammad Asif Seemab, and the Board has exclusive authority concerning purchases, dispositions and voting of Shares reported on this Schedule 13D. Each of Mr. AlRajhi and Mr. Seemab possesses an ownership interest in Mithaq Capital SPC, and Mr. Seemab may share in any profits realized from Mithaq Capital SPC's investment in the shares.
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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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