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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Global Blue Group Holding AG (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
H33700107 (CUSIP Number) |
XU Xian Walkers Corporate Limited, 190 Elgin Avenue George Town, Grand Cayman, E9, KY1-9008 (65) 6022 2770 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/28/2024 (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. | H33700107 |
| 1 |
Name of reporting person
Ant International Technologies (Hong Kong) Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 12,500,000 Ordinary Shares. See Item 5.This percentage is calculated based upon 199,871,325 Ordinary Shares issued and outstanding as of September 30, 2024, as reported in the Issuer's Form 6-K dated November 22, 2024. See Item 5.
SCHEDULE 13D
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| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
Ant International (Cayman) Holding Limited | ||||||||
| 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, OO | ||||||||
| 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: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 12,500,000 Ordinary Shares. See Item 5. This percentage is calculated based upon 199,871,325 Ordinary Shares issued and outstanding as of September 30, 2024, as reported in the Issuer's Form 6-K dated November 22, 2024. See Item 5.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Global Blue Group Holding AG | |
| (c) | Address of Issuer's Principal Executive Offices:
Zurichstrasse 38, 8306 Bruttisellen, Bruttisellen,
SWITZERLAND
, 8306. | |
Item 1 Comment:
Explanatory Note:
This Amendment No. 1 (the "Amendment No.1") to Schedule 13D amends and supplements the statements on Schedule 13D originally filed with the SEC on December 5, 2024 (the "Original Schedule 13D", together with this Amendment No. 1, the "Schedule 13D") relates to the ordinary shares (the "Ordinary Shares") of the Issuer. The Items herein amend the information disclosed under the corresponding Items of the Original Schedule 13D as described herein. Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended by inserting the following information after the second paragraph of item 4:
On September 7, 2020, the Issuer, SL Globetrotter, L.P. ("Globetrotter") and Antfin Hong Kong entered into a Second Amended and Restated Relationship Agreement (the "Relationship Agreement"). Pursuant to the terms of the Relationship Agreement, Antfin Hong Kong has the right to designate one person for nomination by the Board of Directors of the Issuer (the "Board") as a Board member, subject to certain conditions set forth therein. For as long as Antfin Hong Kong has such Board nomination right, the Issuer shall, following the assessment by the Board, procure that the Board nominates the person designated by Antfin Hong Kong for election as a Board member and to use reasonable efforts to procure the election of the person designated by Antfin Hong Kong to the Board at each relevant general meeting.
On December 28, 2024, the Issuer,Globetrotter, Antfin Hong Kong and Ant International Technologies entered into an Amendment and Joinder Agreement to the Relationship Agreement, pursuant to which Ant International Technologies assumed the rights, duties and obligations of Antfin Hong Kong under the Relationship Agreement as if it were Antfin Hong Kong.
Item 4 of the Original Schedule 13D is hereby amended by inserting the following information at the end of item 4:
The information set forth or incorporated in Items 5 and 6 of this Amendment No. 1 is incorporated by reference in its entirety into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The responses of each Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment No. 1 are hereby incorporated by reference into this Item 5.
By virtue of the agreements described further in Item 6 below, the Reporting Persons and certain parties thereto may each be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act. However, neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of any such group. Each Reporting Person disclaims beneficial ownership of the Ordinary Shares that may be deemed to be beneficially owned by such parties. | |
| (b) | See Item 5(a) above | |
| (c) | Except as disclosed in Original Schedule 13D and this Amendment No. 1, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex A to Original Schedule 13D, has effected any transactions relating to the Ordinary Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended by inserting the following information at the end of item 6:
Amendment and Joinder Agreement to Relationship Agreement
On September 7, 2020, the Issuer, Globetrotter and Antfin Hong Kong entered into the Relationship Agreement. Pursuant to the terms of the Relationship Agreement, Antfin Hong Kong has the right to designate one person for nomination by the Board as a Board member, subject to certain conditions set forth therein. For as long as Antfin Hong Kong has such Board nomination right, the Issuer shall, following the assessment by the Board, procure that the Board nominates the person designated by Antfin Hong Kong for election as a Board member and to use reasonable efforts to procure the election of the person designated by Antfin Hong Kong to the Board at each relevant general meeting. If Antfin Hong Kong and/or its subsidiaries directly or indirectly hold less than 5% of Ordinary Shares and Series A preferred shares ("Voting Shares"), and/or such other conditions as may be agreed between Antfin Hong Kong and the Issuer from time to time cease to be satisfied, Antfin Hong Kong shall no longer be entitled to nominate a Board member. The Relationship Agreement also sets forth certain Board nomination rights of Globetrotter.
On December 28, 2024, the Issuer, Globetrotter, Antfin Hong Kong and Ant International Technologies entered into an Amendment and Joinder Agreement to the Relationship Agreement, pursuant to which Ant International Technologies assumed the rights, duties and obligations of Antfin Hong Kong under the Relationship Agreement as if it were Antfin Hong Kong.
For such time as the Board appointment right described above applies, Ant International Technologies shall be entitled to designate a Board observer.
Voting Agreement
On September 7, 2020, Globetrotter, Global Blue Holding L.P. and Antfin Hong Kong (each party, a "Shareholder") entered into a voting agreement (the "Voting Agreement").
Each Shareholder agreed, at any time it is then entitled to vote for the election of directors to the Board, to take all necessary actions, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting, or to cause such Shareholder's Board representative(s) to cast their vote so as to ensure that the composition of the Board complies with (and includes all of the requisite designees in accordance with) the Relationship Agreement from time to time.
Each Shareholder agreed that if, at any time, it is then entitled to vote for the removal of directors, it will not vote any of its Voting Shares (from time to time) in favor of the removal of any director who shall have been designated in accordance with the Relationship Agreement, subject to certain exceptions set forth therein.
Each Shareholder agreed not to grant, or enter into a binding agreement with respect to, any proxy to any person in respect of its Voting Shares (from time to time) that would prohibit or prevent such Shareholder from casting votes in respect of such Voting Shares in accordance with other relevant provisions of the Voting Agreement.
Each Shareholder agreed, at any time it is then entitled to vote for any resolution proposed to give effect to the agreed terms of the convertible preferred shares of the Issuer (the "Convertible Preferred Shares"), to take all necessary actions, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting or to cause such Shareholder's Board representative(s) to cast their vote so as to ensure that the agreed terms of the Convertible Preferred Shares and the Conversion Agreement among the Issuer and other parties thereto are given effect.
On December 28, 2024, the Issuer, Globetrotter, Antfin Hong Kong and Ant International Technologies entered into an Amendment and Joinder Agreement to the Voting Agreement, pursuant to which Ant International Technologies assumed the rights, duties and obligations of Antfin Hong Kong under the Voting Agreement as if it were Antfin Hong Kong. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and supplemented by the following:
B. Amendment and Joinder Agreement to Second Amended and Restated Relationship Agreement
C. Amendment and Joinder Agreement to Voting Agreement | ||
| 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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