UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Playtika Holding Corp.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
72815L 107
(CUSIP Number)
Michael Lawhead
Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, CA 90071-3151
213-629-6018
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 26, 2023
(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 5 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Fortune Bliss Ventures Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (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
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
None |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
None | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
|
| 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% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (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 365,733,480 shares of outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023. |
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 3 of 5 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sino Infinity Investments Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (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
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
None |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
None | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
|
| 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% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (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 365,733,480 shares of outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023. |
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 4 of 5 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Chua Hwa Por |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (See Instructions)
PF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
None |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
None | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
|
| 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% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| (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 365,733,480 shares of outstanding common stock as disclosed by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 4, 2023. |
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 5 of 5 Pages |
Explanatory Note
This Amendment No. 1 on Schedule 13D/A (this “Amendment No. 1”) supplements and amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on May 3, 2023 (“Schedule 13D”), relating to the Common Stock, par value $0.01 per share, of Playtika Holding Corp., a Delaware corporation (the “Issuer”). The Reporting Persons are filing this Amendment No. 1 to report that the Share Purchase Agreement, dated April 26, 2023, as amended on May 16, 2023, was terminated effective July 26, 2023. Except as specifically provided herein, this Amendment No. 1 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. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
(a) and (b)
On July 26, 2023, Fortune and the Sellers entered into a Termination Agreement (the “Termination Agreement”), pursuant to which Fortune and the Sellers terminated the Share Purchase Agreement, dated April 26, 2023, as amended on May 16, 2023, among Fortune and the Sellers.
The description of the Termination Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as part of this Amendment No. 1 and incorporated by reference herein.
| 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:
The description of the Termination Agreement under Item 4 is incorporated herein by reference in its entirety.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
| Exhibit | Title |
| 99.3 | Termination Agreement, dated July 26, 2023, among Fortune Bliss Ventures Limited, 8th Wonder Corporation and Hotlink Investment Limited. |
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: July 31, 2023 | CHUA HWA POR | |
| By: | /s/ Chua Hwa Por | |
| Name: | Chua Hwa Por | |
| FORTUNE BLISS VENTURES LIMITED | ||
| By: | /s/ Wang Yu | |
| Name: | Wang Yu | |
| Title: | Sole Director | |
| SINO INFINITY INVESTMENTS LTD. | ||
| By: | /s/ Chua Hwa Por | |
| Name: | Chua Hwa Por | |
| Title: | Sole Director | |
Exhibit 99.3
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this “Termination Agreement”), dated as of July 26, 2023 (the “Termination Date”), is by and among 8th Wonder Corporation, a company incorporated under the laws of the British Virgin Islands with BVI company number 2043133 (“Seller A”), Hotlink Investment Limited, a company incorporated under the laws of the British Virgin Islands with BVI company number 2043132 (“Seller B”, and together with Seller A, each a “Seller”, and collectively, the “Sellers”), and Fortune Bliss Ventures Limited, a company incorporated under the laws of the British Virgin Islands with BVI company number 2121585 (the “Purchaser”, and together with the Sellers, each, a “Party”, and collectively, the “Parties”).
WHEREAS, the Parties have entered into a share purchase agreement dated April 26, 2023, as amended by that Amendment No.1 to Share Purchase Agreement dated May 16, 2023 (as amended, the “SPA”);
WHEREAS, the Parties desire to terminate the SPA and enter into a mutual waiver and release of any and all claims and liabilities under the SPA in accordance with this Termination Agreement; and
WHEREAS, pursuant to Section 4.8 of the SPA, termination contemplated by the Parties, being an amendment or modification to the SPA, must be effected in a written agreement signed by each of the Parties to the SPA.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1.1 Definitions. Capitalized terms used and not defined in this Termination Agreement have the respective meanings ascribed to them in the SPA.
SECTION 1.2 Termination. Each of the Parties hereby terminates the SPA as of the Termination Date and, as a result of such termination, hereby acknowledges and agrees that:
(a) on or promptly after the Termination Date, the Sellers shall (i) cause the Escrow Agent to return the full amount of the USD Deposit to the Purchaser; and (ii) cause the Seller Designees to return the full amount of the RMB Deposit to the Purchaser Designee, and neither of the Sellers nor the Purchaser shall have any claim against the other in respect of the Deposit; and
(b) their respective representations, warranties, agreements, covenants, indemnities, rights, and obligations under the SPA are hereby terminated as of the Termination Date and shall be of no further force or effect and that no Party shall have any further liability to each other under the SPA,
provided, that Sections 4.2 (Tax and Expenses), 4.3 (Notices), 4.4 (Interpretation; Headings), 4.5 (Severability), 4.6 (Entire Agreement), 4.7 (Successors and Assigns), 4.8 (Amendment and Modification; Waiver), 4.9 (Governing Law; Submission to Jurisdiction), and 4.10 (Counterparts) of the SPA shall survive such termination and continue to apply in full force and effect in accordance with the terms in the SPA.
SECTION 1.3 Mutual waiver and release. In consideration of the foregoing matters, each Party, on its own behalf and on behalf of its direct and indirect parent entities, affiliates, predecessors, successors, assigns and other persons that have or could derive rights through them (collectively, the “Releasing Parties”) hereby irrevocably waives, releases, and discharges each other Party and each of their respective past, present and future directors, officers, employees, members, partners, managers, stockholders, affiliates, agents, attorneys, representatives, and any past, present and future directors, officers, employees, members, partners, managers, stockholders, affiliates, agents, attorneys, representatives of any of the foregoing and each of their respective successors and assigns (the “Released Persons”) from any and all claims, demands, liabilities, debts or obligations, whether absolute or contingent, known or unknown, whatsoever and howsoever arising under, in respect of, relating to or in connection with the SPA, whether in contract or in tort, in law or in equity, granted by statute or otherwise, whether arising from conduct occurring on or before the Termination Date (the “Released Claims”). Each Releasing Party hereby expressly waives any and all rights conferred upon such person by any law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with each Released Person. Each Releasing Party hereby represents and warrants that it has access to adequate information regarding the terms of this release, the scope and effect of the releases set forth herein, and all other matters encompassed by this release to make an informed and knowledgeable decision with regard to entering into this release and has not relied on any of the Released Persons in deciding to enter into this release and has instead made his, her or its own independent analysis and decision to enter into this release.
SECTION 1.4 Miscellaneous. Sections 4.2 (Tax and Expenses), 4.3 (Notices), 4.4 (Interpretation; Headings), 4.5 (Severability), 4.6 (Entire Agreement), 4.7 (Successors and Assigns), 4.8 (Amendment and Modification; Waiver), 4.9 (Governing Law; Submission to Jurisdiction), and 4.10 (Counterparts) of the SPA shall be incorporated into this Termination Agreement, mutatis mutandis, save that each reference therein to “this Agreement” shall be construed as a reference instead to this Termination Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to be executed as of the date first written above.
| SELLER A | ||
| 8th Wonder Corporation | ||
| By: | /s/ Cao Bo | |
| Name: Cao Bo | ||
| Title: Director | ||
| SELLER B | ||
| Hotlink Investment Limited | ||
| By: | /s/ Cao Bo | |
| Name: Cao Bo | ||
| Title: Director | ||
| PURCHASER | ||
| Fortune Bliss Ventures Limited | ||
| By: | /s/ Wang Yu | |
| Name: Wang Yu | ||
| Title: Director | ||