SEC Filing | Playtika

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

212,204,935

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

212,204,935

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SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Playtika Holding Corp.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

72815L 107

(CUSIP Number)

Alpha Frontier Limited

c/o Giant Investment Co., Ltd.

988 Zhonkai road

Sonjiang District Shanghai, China 200160

86 (21) 3397 9999*8010

Copies to:

Cai Guangliang

988 Zhonkai road

Sonjiang District Shanghai, China 200160

86 (21) 3397 9999*8010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 24, 2022

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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. 72815L 107		Page 2 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Playtika Holding UK II 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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 3 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Alpha Frontier 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) 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

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 4 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Shanghai Cibi Business Information Consultancy Co., 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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION PRC

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 5 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Shanghai Jukun Network Technology Co., 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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION PRC

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 6 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Giant Network Group Co., 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) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION PRC

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 7 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Giant Investment Co., 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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION PRC

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 8 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Yuzhu Shi
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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION PRC

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 9 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Hazlet Global 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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION BVI

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 10 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Equal Sino 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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION BVI

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 11 of 12 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Jing Shi
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) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Singapore

(1)	The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 412,642,934 outstanding common stock as disclosed by the Issuer as of August 1, 2022 in its Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2022.

SCHEDULE 13D


CUSIP No. 72815L 107		Page 12 of 12 Pages

This Amendment No. 5 supplements and amends the Schedule 13D filed on April 6, 2021, the Schedule 13D/A filed on May 11, 2021, the Schedule 13D/A filed on January 24, 2022, the Schedule 13D/A filed on February 25, 2022 and the Schedule 13D/A filed on June 28, 2022 by the Reporting Persons (as defined below) (as so amended, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Shares”), of Playtika Holding, Inc., a Delaware corporation (the “Issuer” or “Playtika”). This Amendment is being filed to update its report that the Reporting Persons (as defined below) have amended their stock purchase agreement (the “Stock Purchase Agreement”) with Joffre Palace Holdings Limited (“Joffre”) regarding the sale of 106,102,467 Shares held by the Reporting Persons to amend the definition of “Pre-Closing Date” therein. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

This Amendment No. 5 is being filed by:

Playtika Holding UK II Limited (“PHUKII”);

ii.

Alpha Frontier Limited (“Alpha”);

iii.

Shanghai Cibi Business Information Consultancy Co., Ltd (“Shanghai Cibi”);

iv.

Shanghai Jukun Network Technology Co., Limited. (“Shanghai Jukun”);

Giant Network Group Co., Limited (“Giant”);

vi.

Giant Investment Co., Limited (“Giant Investment”);

vii.

Yuzhu Shi;

viii.

Hazlet Global Limited (“Hazlet”);

ix.

Equal Sino Limited (“Equal Sino”); and

Jing Shi (each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”)


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Joffre Stock Purchase Agreement Amendment

On August 24, 2022, PHUKII entered in an amendment to the Stock Purchase Agreement . Pursuant to such amendment, the parties have amended the definition of “Pre-Closing Date” in the Stock Purchase Agreement to be September 30, 2022, provided that if the Issuer conducts certain capital return transactions, including an issuer self-tender offer in which PHUKII participates, and PHUKII has not received the proceeds of such transaction on or prior to September 30, 2022, the Pre-Closing Date will be automatically extended to five business days after the date PHUKII receives such proceeds.


Item 7.		Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit		Title

99.8		Amendment to Stock Purchase Agreement, dated August 24, 2022

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.


Dated: August 24, 2022	PLAYTIKA HOLDING UK II LIMITED

	By:	/s/ Tian Lin
	Name:	Tian Lin
	Title:	Director

	By:	/s/ Ron Haim Korczak
	Name:	Ron Haim Korczak
	Title:	Director

	ALPHA FRONTIER LIMITED

	By:	/s/ Lu Zhang
	Name:	Lu Zhang
	Title:	Director

	SHANGHAI CIBI BUSINESS INFORMATION CONSULTANCY CO., LIMITED

	By:	/s/ Fei Yongjun
	Name:	Fei Yongjun
	Title:	Legal Representative & Authorized Signatory

	SHANGHAI JUKUN NETWORK TECHNOLOGY COMPANY LIMITED

	By:	/s/ Fei Yongjun
	Name:	Fei Yongjun
	Title:	Legal Representative & Authorized Signatory

	GIANT NETWORK GROUP COMPANY LIMITED

	By:	/s/ Liu Wei
	Name:	Liu Wei
	Title:	Director & Authorized Signatory


GIANT INVESTMENT COMPANY LIMITED

By:		/s/ Shi Yuzhu
Name:		Shi Yuzhu
Title:		Director & Authorized Signatory

SHI YUZHU

/s/ Shi Yuzhu

HAZLET GLOBAL LIMITED

By:		/s/ Wang Ruofei
Name:		Wang Ruofei
Title:		Director

EQUAL SINO LIMITED

By:		/s/ Wang Ruofei
Name:		Wang Ruofei
Title:		Director

JING SHI

/s/ Jing Shi

EX-99.8

Exhibit 99.8

AMENDMENT TO STOCK PURCHASE AGREEMENT

This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of August 24, 2022 by and between Joffre Palace Holdings Limited, a company formed under the laws of Cayman Islands (“Purchaser”) and Playtika Holding UK II Limited, a company formed under the laws of England and Wales (“Seller”). Purchaser and Seller are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the same meaning as ascribed in the Agreement.

WHEREAS, the Parties entered into that certain Stock Purchase Agreement dated as of June 27, 2022 (the “Agreement”).

WHEREAS, the Parties intend to amend certain provisions of the Agreement as set forth herein pursuant to Section 11.03(a) of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1. Amendment to Agreement. The definition of “Pre-Closing Date” in Section 1.01(a) of the Agreement is hereby amended and restated in its entirety as follows:

““Pre-Closing Date” means September 30, 2022; provided that if the Company has announced the commencement of a Distribution in the form of Company Buy-Back with respect to which Seller is entitled to receive any Distribution Amount, and Seller has not received such Distribution Amount on or prior to September 30, 2022, the Pre-Closing Date shall be automatically extended to five Business Days after the date such Distribution Amount is received by Seller.”

SECTION 2. Effect on Agreement. Except as otherwise provided in Section 1, the Agreement shall remain in full force and effect and any other provisions thereof shall remain the same and unaffected.

SECTION 3. Counterparts; Effectiveness. This Amendment may be executed in counterparts and shall be effective when each party has executed and delivered a counterpart. Each counterpart shall constitute an original of this Amendment, but all the counterparts shall together constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

SECTION 4. Other Provisions. The following provisions of the Agreement are hereby incorporated by reference and shall apply, mutatis mutandis, to this Amendment: Section 11.06 (Governing Law); Section 11.07 (Jurisdiction); Section 11.08 (Waiver of Jury Trial); Section 11.11 (Severability).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.


PURCHASER: JOFFRE PALACE HOLDINGS LIMITED

By:		/s/ James F. LU
		Name: James F. LU
		Title: Director

SELLER: PLAYTIKA HOLDING UK II LIMITED

By:		/s/ Yuzhu Shi
		Name: Yuzhu Shi
		Title: Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT TO STOCK PURCHASE AGREEMENT]