Explanatory Note
This Amendment No. 3 (the Amendment) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United
States Securities and Exchange Commission (the SEC) on September 8, 2020, as amended by Amendment No. 1 filed with the SEC on May 6, 2022, as amended by Amendment No. 2 filed with the SEC on November 20, 2023 (as
amended, the Schedule 13D) related to the ordinary shares (the Ordinary Shares) of Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the Issuer), with its
registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland.
The Items below amend the information disclosed under the corresponding
Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the
meanings attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
As previously disclosed, on November 16, 2023, (i) Tencent Mobility Limited (the Purchaser), (ii) the Issuer, (iii) Globetrotter, (iv)
Cayman Holdings (Globetrotter together with Cayman Holdings, the SL Sellers), and (v) the other parties party thereto (the Individual Sellers) entered into a Share Purchase Agreement whereby (i) the SL Sellers
agreed to sell and the Purchaser agreed to buy, up to 9,090,909 Ordinary Shares of the Issuer for an aggregate purchase price of up to $50,000,000.50 and (ii) the Purchaser agreed to subscribe for 9,090,909 newly issued Ordinary Shares of the
Issuer for an aggregate purchase price of $49,999,999.50 (the Transaction).
The Transaction closed on November 28, 2023 (the
Closing). At the Closing, Cayman Holdings sold 2,487,123 Ordinary Shares to Purchaser and Globetrotter sold 6,027,787 Ordinary Shares to Purchaser for an aggregate sales price equal to $13,679,176.50 and $33,152,828.50, respectively. The
Individual Sellers sold 575,999 Ordinary Shares for an aggregate sales price equal to $3,167,994.50 and the Purchaser purchased 9,090,909 newly issued Ordinary Shares of the Issuer for an aggregate purchase price of $49,999,999.50.
Item 5. Interest in Securities of the Issuer
Item
5(a) through (c) is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of
this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.
(a)
(b) By virtue of the relationships and agreements among the Reporting Persons described herein, the Reporting Persons are a group within the meaning of Section 13(d)(5) of the rules and regulations promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 (the Exchange Act). As such, the Reporting Persons may be deemed to beneficially own an aggregate of 152,262,284 Ordinary Shares of the Issuer, which includes: (i)
34,871,499 Ordinary Shares held by Cayman Holdings, (ii) 2,701,935 Global Blue Warrants held directly by Cayman Holdings exercisable for 2,701,935 Ordinary Shares, (iii) 4,939,137 Series A Preferred Shares held directly by Cayman Holdings that are
convertible into 4,939,137 Ordinary Shares, (iv) 91,230,811 Ordinary Shares held directly by Globetrotter, (v) 6,548,415 Global Blue Warrants held directly by Globetrotter that are exercisable for 6,548,415 Ordinary Shares, and (vi) 11,970,487
Series A Preferred Shares held directly by Globetrotter that are convertible into 11,970,487 Ordinary Shares, representing in the aggregate approximately 67.5% of the issued and outstanding Ordinary Shares of the Issuer calculated on the basis of
Rule 13d-3 of the Exchange Act.
Calculations of beneficial ownership described herein are based on 190,483,792
Ordinary Shares outstanding as of September 30, 2023, as set forth in the Issuers Form 6-K filed on November 29, 2023 (the Form 6-K), plus
the 9,090,909 Ordinary Shares issued by Issuer to Purchaser at the Closing and take into account any Ordinary Shares issuable upon the exercise of Global Blue Warrants and/or the conversion of Series A Preferred Shares beneficially owned by each
Reporting Person, as applicable.
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