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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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, E9, KY1-9008 (65) 6022 2770 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/16/2025 (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. | 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)
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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
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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| 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)
| ||||||||
| 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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| 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:
This Amendment No. 2 (the "Amendment No. 2") to Schedule 13D amends and supplements the statements on Schedule 13D originally filed with the SEC on December 5, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on December 31, 2024 (as amended, 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 Schedule 13D as described herein. Except as set forth herein, the 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 Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by inserting the following information after the second paragraph of item 4:
On February 16, 2025, Shift4 Payments, Inc. ("Shift4") and Ant International Technologies entered into a Tender and Support Agreement ("Tender and Support Agreement"), pursuant to which Ant International Technologies has agreed not to transfer any of its Ordinary Shares and to tender its Ordinary Shares in an offer as described in the Tender and Support Agreement for certain consideration.
On February 16, 2025, Shift4 and Ant International Technologies (Singapore) Holding Pte. Ltd. ("Ant International Technologies (Singapore)"), an affiliate of Ant International Technologies, entered into a Subscription Agreement, pursuant to which Ant International Technologies (Singapore) has agreed to use a portion of the proceeds received by Ant International Technologies to acquire shares in Shift4.
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of item 4:
The information set forth or incorporated in Item 5 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the 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. 2 are hereby incorporated by reference into this Item 5. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as disclosed in the Schedule 13D and this Amendment No. 2, 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 Schedule 13D is hereby amended by inserting the following information at the end of item 6:
The information set forth or incorporated in Item 4 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and supplemented by the following:
D. Tender and Support 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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