CUSIP
No. 72815L 107 |
|
|
1 |
Names
of Reporting Persons.
On
Chau |
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
o
(b)
o |
|
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)
|
o |
6 |
Citizenship
or Place of Organization
Hong
Kong Special Administrative Region, People’s Republic of China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
81,810,506 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
81,810,506 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
81,810,506 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o |
13 |
Percent
of Class Represented by Amount in Row (11)
22.7%* |
14 |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
|
*
The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on
360,922,005 outstanding common stock as disclosed by the Issuer as of September 30, 2022 after giving effect to the tender offer described in its Schedule TO-I, as filed with the SEC on October 11,
2022.
CUSIP
No. 72815L 107 |
|
|
1 |
Names
of Reporting Persons.
8th
Wonder Corporation |
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
o
(b)
o |
|
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)
|
o |
6 |
Citizenship
or Place of Organization
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
40,905,253 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
40,905,253 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,905,253 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o |
13 |
Percent
of Class Represented by Amount in Row (11)
11.3%* |
14 |
Type
of Reporting Person (See Instructions)
CO |
|
|
|
|
|
|
|
*
The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on
360,922,005 outstanding common stock as disclosed by the Issuer as of September 30, 2022 after giving effect to the tender offer described in its Schedule TO-I, as filed with the SEC on October 11,
2022.
CUSIP
No. 72815L 107 |
|
|
1 |
Names
of Reporting Persons.
Hotlink
Investment Limited |
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
o
(b)
o |
|
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)
|
o |
6 |
Citizenship
or Place of Organization
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
40,905,253 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
40,905,253 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,905,253 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o |
13 |
Percent
of Class Represented by Amount in Row (11)
11.3%* |
14 |
Type
of Reporting Person (See Instructions)
CO |
|
|
|
|
|
|
|
*
The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on
360,922,005 outstanding common stock as disclosed by the Issuer as of September 30, 2022 after giving effect to the tender offer described in its Schedule TO-I, as filed with the SEC on October 11,
2022.
CUSIP
No. 72815L 107 |
|
|
1 |
Names
of Reporting Persons.
Infinite
Bandwidth Limited |
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
o
(b)
o |
|
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)
|
o |
6 |
Citizenship
or Place of Organization
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
40,905,253 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
40,905,253 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,905,253 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o |
13 |
Percent
of Class Represented by Amount in Row (11)
11.3%* |
14 |
Type
of Reporting Person (See Instructions)
CO |
|
|
|
|
|
|
|
*
The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on
360,922,005 outstanding common stock as disclosed by the Issuer as of September 30, 2022 after giving effect to the tender offer described in its Schedule TO-I, as filed with the SEC on October 11,
2022.
CUSIP
No. 72815L 107 |
|
|
1 |
Names
of Reporting Persons.
Trustworthy
Group Ltd. |
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions).
(a)
o
(b)
o |
|
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)
|
o |
6 |
Citizenship
or Place of Organization
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
40,905,253 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
40,905,253 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,905,253 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o |
13 |
Percent
of Class Represented by Amount in Row (11)
11.3%* |
14 |
Type
of Reporting Person (See Instructions)
CO |
|
|
|
|
|
|
|
*
The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on
360,922,005 outstanding common stock as disclosed by the Issuer as of September 30, 2022 after giving effect to the tender offer described in its Schedule TO-I, as filed with the SEC on October 11,
2022.
Item
1. Security and Issuer
This
Schedule 13D (the “Statement”) relates to the Common Stock, par value of $0.01 per share (the “Shares”)
of Playtika Holding Corp., a corporation incorporated in the State of Delaware (the “Issuer”),
with its principal executive offices located at c/o Playtika Ltd., HaChoshlim St 8, Herzliya Pituach, Israel. The Shares of the Issuer
are listed on The Nasdaq Stock Market LLC under the ticker symbol “PLTK”. Information given in response to each item shall
be deemed incorporated by reference in all other items, as applicable.
Item
2. Identity and Background
On
Chau (“Ms. Chau”), 8th Wonder Corporation (“8th Wonder”), Hotlink Investment Limited (“Hotlink”),
Infinite Bandwidth Limited (“Infinite”) and Trustworthy Group Ltd. (“Trustworthy”) are collectively
referred to herein as “Reporting Persons,” each, a “Reporting Person”.
(a)
— (c), (f) This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under
Section 13 of the Securities Exchange Act. The Reporting Persons may be deemed to constitute a “group” within the meaning
of Section 13(d)(3) of the Securities Exchange Act with respect to the transaction described in Item 4 of this Schedule 13D.
Except
as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Shares held by each
other Reporting Person.
The
agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each
of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or
completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).
Ms.
Chau’s present principal occupation or employment is merchant. Ms. Chau is a citizen of the Hong Kong Special Administrative Region
(“Hong Kong”), the PRC. The principal business address of Ms. Chau is Rm 2506, Pacific Place Apartments, Pacific Place,
88 Queensway, Central, Hong Kong.
8th
Wonder is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Trustworthy. Ms. Chau
indirectly holds all voting and investment powers of 8th Wonder and its assets. The principal business address of 8th Wonder is Suites
1901-2 & 14, 19th Floor, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong.
Hotlink
is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Infinite. Ms. Chau indirectly
holds all voting and investment powers of Hotlink and its assets. The principal business address of Hotlink is Suites 1901-2 & 14,
19th Floor, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong.
Infinite
is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Ms. Chau. Ms. Chau directly
holds all voting and investment powers of Infinite and its assets. The principal business address of Infinite is Sea Meadow House, P.O.
Box 116, Road Town, Tortola, British Virgin Islands.
Trustworthy
is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Ms. Chau. Ms. Chau directly
holds all voting and investment powers of Trustworthy and its assets. The principal business address of Trustworthy is Sea Meadow House,
P.O. Box 116, Road Town, Tortola, British Virgin Islands.
(d)
— (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through III has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
To
the extent required by Item 3 of Schedule 13D, the information contained in Item 4 of this Schedule 13D is incorporated herein by reference.
Item
4. Purpose of Transaction
On
December 17, 2020, 8th Wonder and Hotlink entered into a distribution agreement (the “Distribution Agreement”) among,
inter alios, Playtika Holding UK II Limited, pursuant to which each of 8th Wonder and Hotlink was distributed 40,905,253 Shares.
As announced on a Schedule TO-I filed on October 11, 2022, the Issuer has closed its tender offer (the “Tender Offer”) for
the purchase of 51,813,472 Shares. The Issuer’s total
number of Shares outstanding was reduced to 360,922,005 as disclosed by the Issuer as of September 30, 2022 after giving effect to
the Tender Offer and, as a result, Ms. Chau’s beneficial ownership in the Issuer exceeded 20.0%.
The
Reporting Persons hold the Common Stock of the Issuer for investment purposes. Although the Reporting Persons have no present intention
to acquire additional securities of the Issuer, the Reporting Persons intend to regularly review their business operations, their investment
in the Issuer, the business operations of the Issuer and, as a result thereof and subject to applicable laws and regulations, may at
any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through
open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer
owned by the Reporting Persons in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available
course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next
paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws
and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention
with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements
thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited
to, the following: the Issuer’s business and prospects, other developments concerning the Issuer and its businesses generally,
other business opportunities available to the Reporting Persons, the Reporting Persons’ need for liquidity, changes in law and
government regulations, general economic conditions and money and stock market conditions, including the market price of the securities
of the Issuer.
Except
as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors
or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies
on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material change
in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding
thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s
securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
(a)
— (b) The following information with respect to the ownership of the Shares by each of the Reporting Persons is provided as of
the date of this Schedule 13D:
Reporting
Person |
Amount
beneficially owned: |
Percent
of
outstanding: |
Sole
power to
vote
or direct
the
vote: |
Shared
power to
vote
or to direct
the
vote: |
Sole
power to
dispose
or to direct
the
disposition of: |
Shared
power
to
dispose or to
direct
the
disposition
of: |
On
Chau |
81,810,506 |
22.7% |
81,810,506 |
0 |
81,810,506 |
0 |
8th
Wonder Corporation |
40,905,253 |
11.3% |
40,905,253 |
0 |
40,905,253 |
0 |
Hotlink
Investment Limited |
40,905,253 |
11.3% |
40,905,253 |
0 |
40,905,253 |
0 |
Infinite
Bandwidth Limited |
40,905,253 |
11.3% |
40,905,253 |
0 |
40,905,253 |
0 |
Trustworthy
Group Ltd. |
40,905,253 |
11.3% |
40,905,253 |
0 |
40,905,253 |
0 |
Ms.
On Chau beneficially owns 81,810,506 Shares comprising (i) 40,905,253 Shares owned by 8th Wonder Corporation as described below and (ii)
40,905,253 Shares owned by Hotlink Investment Limited as described below.
8th
Wonder Corporation, a British Virgin Islands company, beneficially owns 40,905,253 Shares. 8th Wonder Corporation is 100% owned by Trustworthy
Group Ltd., a British Virgin Islands company. Ms. On Chau is the sole shareholder of Trustworthy Group Ltd. Ms. On Chau indirectly holds
all voting and investment powers of 8th Wonder Corporation and its assets. Pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder, Ms. On Chau and Trustworthy Group Ltd. may be deemed to beneficially own all
of the shares of common stock of the Issuer held by 8th Wonder Corporation.
Hotlink
Investment Limited, a British Virgin Islands company, beneficially owns 40,905,253 Shares. Hotlink Investment Limited is 100% owned by
Infinite Bandwidth Limited, a British Virgin Islands company. Ms. On Chau is the sole shareholder of Infinite Bandwidth Limited. Ms.
On Chau indirectly holds all voting and investment powers of Hotlink Investment Limited and its assets. Pursuant to Section 13(d) of
the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Ms. On Chau and Infinite Bandwidth Limited may
be deemed to beneficially own all of the shares of common stock of the Issuer held by Hotlink Investment Limited.
Ms.
On Chau and Mr. Chuen Chung Chow are wife and husband, and as such, each of them may be deemed to beneficially own Shares of the Issuer
held by the other person pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
The
percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 360,922,005
outstanding common stock as disclosed by the Issuer as of September 30, 2022 after giving effect to the Tender Offer.
(c)
Except as disclosed in Item 3, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.
(d)
Not applicable.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. Material to Be Filed as Exhibits
Exhibit |
Description |
99.1 |
Joint
Filing Agreement among Joint Filing Agreement among On Chau, 8th Wonder Corporation, Hotlink Investment Limited, Infinite Bandwidth
Limited and Trustworthy Group Ltd., dated October 26, 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.
On
Chau |
By: |
/s/
On Chau |
|
Name: |
On
Chau |
|
|
|
8th
Wonder Corporation |
|
|
|
By: |
/s/
Cao Bo |
|
Name: |
Cao
Bo |
|
Title: |
Director |
|
|
|
|
|
|
Hotlink
Investment Limited |
By: |
/s/
Cao Bo |
|
Name: |
Cao
Bo |
|
Title: |
Director |
|
|
|
|
|
|
Infinite
Bandwidth Limited |
By: |
/s/
Cao Bo |
|
Name: |
Cao
Bo |
|
Title: |
Director |
|
|
|
|
|
|
Trustworthy
Group Ltd. |
By: |
/s/
Cao Bo |
|
Name: |
Cao
Bo |
|
Title: |
Director |