Wildcat Capital Management SC 13D/ASkillz / Wildcat Capital Management ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 5)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Skillz Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

83067L 109

(CUSIP Number)

Wildcat Capital Management, LLC

Attention: Brian Rosenblatt

General Counsel, Chief Operating Officer and

Chief Compliance Officer

888 Seventh Avenue

New York, NY 10106

(212) 468-5100

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

December 10, 2024

(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: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

This Amendment No. 5 (this “Amendment”) amends the Statement on Schedule 13D first filed with the Securities and Exchange Commission on December 28, 2020, as amended and supplemented by Amendment No. 1 filed on December 31, 2020, Amendment No. 2 filed on March 8, 2021, Amendment No. 3 filed on March 23, 2021 and Amendment No. 4 filed on January 5, 2023 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), and is filed by the Reporting Persons with respect to the Class A Common Stock of the Issuer. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 4. Purpose of Transaction.

This Amendment supplements Item 4 of the Schedule 13D by adding the following paragraph:

On December 10, 2024, WPH and Wildcat Capital Management, LLC each entered into a Share Repurchase Agreement with the Issuer (the “Share Repurchase Agreements”). Pursuant to the Share Repurchase Agreements, the Issuer agreed to repurchase 961,532 shares of Class A Common Stock from WPH at a price of $7.00 per share, for total proceeds of $6,730,724.00 and 18,316 shares of Class A Common Stock from Wildcat Capital Management, LLC at a price of $7.00 per share, for total proceeds of $128,212.00. The Share Repurchase Agreements contain customary representations and warranties, and closed on December 10, 2024. The Share Repurchase Agreements are attached hereto as Exhibits 6 and 7.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:

The information set forth in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5. The responses set forth on rows 7 through 13 of the cover pages of this Statement are incorporated by reference in this Item 5.

(a) and (b) The Reporting Persons do not beneficially own any shares of Class A Common Stock.

(c) Except as set forth in Item 4, the Reporting Persons have not, and to the knowledge of the Reporting Persons, without independent verification, no person named in Item 2 hereof has, effected any transactions in securities of the Issuer during the past 60 days.

(d) The Reporting Persons do not beneficially own any shares of Class A Common Stock.

(e) December 10, 2024.

Item 7. Materials to be Filed as Exhibits.

This Amendment amends and supplements Item 7 of the Schedule 13D by adding the following:

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: December 12, 2024