Wanda Culture Holding SC 13D/AWanda Sports / Wanda Culture Holding ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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 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 (the "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).

^** There is no CUSIP number assigned to the class A ordinary shares of the Issuer (the “Class A Ordinary Shares”).  This CUSIP number applies to the Issuer’s American Depositary Shares of the Issuer (“ADSs”), with every with every two ADSs representing three Class A Ordinary Shares.

^*** The reporting persons previously filed on February 11, 2020 a statement on Schedule 13G with respect to the beneficial ownership of class B ordinary shares of the Issuer (the “Class B Ordinary Shares”).

⁽¹⁾ Represents 92,216,209 Class B Ordinary Shares held directly by the reporting person. Each Class B Ordinary Share may be converted by the holder thereof at any time into Class A Ordinary Shares, on a one-for-one basis. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person who is not an affiliate of Dalian Wanda Group Co., Ltd, such Class B Ordinary Shares will be automatically and immediately converted into an equal number of Class A Ordinary Shares. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to four votes per share. Holders of Class A Ordinary Shares and Class B Ordinary Shares vote together as one class on all matters subject to a shareholder vote.

⁽²⁾ The percentage of the class of securities used in this Schedule 13D is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,203,342, representing the total number of issued and outstanding Class A Ordinary Shares (62,235,635) and Class B Ordinary Shares (146,967,707) as a single class as of January 29, 2021.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 92,216,209 Class B Ordinary Shares held indirectly by the reporting person through Infront International Holdings AG.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 92,216,209 Class B Ordinary Shares held indirectly by the reporting person through Wanda Sports Industry (Guangzhou) Co. Limited.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 92,216,209 Class B Ordinary Shares held indirectly by the reporting person through Wanda Sports & Media (Hong Kong) Co. Limited.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 92,216,209 Class B Ordinary Shares held indirectly by the reporting person through Wanda Sports & Media Co. Limited, and 54,751,498 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held directly by the reporting person.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by the reporting person through Wanda Sports & Media (Hong Kong) Holding Co. Limited.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by the reporting person through Wanda Culture Holding Co. Limited.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by the reporting person through Beijing Wanda Culture Industry Group Co. Ltd.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by the reporting person through Dalian Wanda Group Co., Ltd.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽¹⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by the reporting person through Dalian Hexing Investment Co. Ltd. Mr. Jianlin Wang holds 98% of the shares of Dalian Hexing Investment Co. Ltd.

⁽²⁾ The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,203,342.

⁽³⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

Explanatory Note

This Amendment No.1 (this “Amendment”) further amends and supplements the Statement on Schedule 13D, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2021 (together with any amendments thereto filed with the SEC, this “Schedule 13D”). This Schedule 13D is being filed as a result of the expiration of the initial offer period of the Offer and the commencement of the subsequent offering period.

Pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended (the “Act”), the Reporting Persons may be deemed to beneficially own a total of 183,439,521.5 ordinary shares of Wanda Sports Group Company Limited, a company incorporated under the laws of Hong Kong (the “Issuer”) (the “Ordinary Shares”), as a “group” (within the meaning of Rule 13d-5(b) under the Act), which constitute 87.7% of the outstanding Ordinary Shares. Of these Ordinary Shares, 146,967,707 shares are class B ordinary shares of the Issuer, no par value (the “Class B Ordinary Shares”), and 36,471,814.5 shares are class A ordinary shares of the Issuer, no par value (the “Class A Ordinary Shares” and together with the Class B Ordinary Shares, the “Ordinary Shares”).

Except as otherwise set forth in this Amendment, the information set forth in the Schedule 13D remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule 13D.

The items of the Schedule 13D set forth below are hereby amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

“The information set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

Purchaser has accepted for payment, and expects to promptly pay for, all Class A Ordinary Shares and ADSs validly tendered (and not validly withdrawn) during the initial period of the Offer. Purchaser will finance the Offer with cash on hand.

As of December 21, 2020, Purchaser had cash of approximately $104 million. Assuming that all outstanding Class A Ordinary Shares and ADSs are tendered into the Offer (following the expiration of the subsequent offering period), the aggregate purchase price payable by Purchaser upon the consummation of the Offer would be approximately $84.3 million (excluding related transaction fees, costs and expenses).”

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs thereto:

“The Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York City time, on January 29, 2021. The Tender Agent has advised that, as of the Expiration Date, a total of 36,471,813.5 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) were validly tendered (and not properly withdrawn) pursuant to the Offer, representing approximately 73% of the outstanding Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs), excluding 8,215,616 ADSs held by Associates subject to the Standstill Agreement.

The foregoing include a total of 17,529,697 ADSs tendered, representing approximately 88% of the outstanding ADSs, excluding the ADSs held by the Associates. Purchaser has accepted for payment, and expects to promptly pay for, all Class A Ordinary Shares and ADSs validly tendered (and not validly withdrawn) pursuant to the Offer.

On January 29, 2021, both the Deposit Agreement Termination and, following the Company’s filing of Form 25 with the SEC on January 19, 2021, the Delisting became effective. As a result of the completion of the Deposit Agreement Termination/Delisting, the ADSs are no longer tradeable and there is no longer any listing of any securities of the Company on any stock exchange in the United States or elsewhere.

In accordance with the right expressly reserved in the Offer to Purchase, Purchaser has commenced a subsequent offering period as of 9:00 a.m. New York City time, on February 1, 2021, during which tenders of Class A Ordinary Shares and ADSs will be accepted. The subsequent offering period will expire at 5:00 p.m., New York City time, on February 26, 2021, unless extended. Any Class A Ordinary Shares and/or ADSs properly tendered during the subsequent offering period will be immediately accepted for payment, and the holders of such Class A Ordinary Shares and/or ADSs will be promptly paid the same price per Class A Ordinary Share and ADS, as applicable, that was paid in the initial offer period of the Offer. The application of cancellation fees payable to the Depositary and/or stamp duty on transfer of Class A Ordinary Shares during the initial offer period will apply likewise to the subsequent offering period. Class A Ordinary Shares and/or ADSs tendered during the subsequent offering period may not be withdrawn. In addition, no Class A Ordinary Shares and/or ADSs validly tendered during the initial offer period may be withdrawn during the subsequent offering period.”

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and replaced as follows:

“(a) - (b) The following table sets forth the beneficial ownership of Class A Ordinary Shares and Class B Ordinary Shares for each of the Reporting Persons.

_______________

^(*) Lists the number of Ordinary Shares held, directly and/or indirectly, by each Reporting Person. Class B Ordinary Shares may be converted into Class A Ordinary Shares at any time, on a one-for-one basis. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person who is not an affiliate of Dalian Wanda Group Co., Ltd, such Class B Ordinary Shares will be automatically and immediately converted into an equal number of Class A Ordinary Shares.

⁽¹⁾ The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the Reporting Person by 209,203,342, representing the total number of issued and outstanding Class A Ordinary Shares (62,235,635) and Class B Ordinary Shares (146,967,707) as a single class as of January 29, 2021.

⁽²⁾ The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Class A Ordinary Shares and Class B Ordinary Shares as a single class.

⁽³⁾ Represents 92,216,209 Class B Ordinary Shares directly held by Infront International Holdings AG. Infront International Holdings AG is wholly-owned by Wanda Sports Industry (Guangzhou) Co. Limited.

⁽⁴⁾ Represents 92,216,209 Class B Ordinary Shares indirectly held by Wanda Sports Industry (Guangzhou) Co. Limited through Infront International Holdings AG. Wanda Sports Industry (Guangzhou) Co. Limited is wholly-owned by Wanda Sports & Media (Hong Kong) Co. Limited.

⁽⁵⁾ Represents 92,216,209 Class B Ordinary Shares indirectly held by Wanda Sports & Media (Hong Kong) Co. Limited through Wanda Sports Industry (Guangzhou) Co. Limited. Wanda Sports & Media (Hong Kong) Co. Limited is wholly-owned by Wanda Sports & Media Co. Limited.

⁽⁶⁾ Represents 92,216,209 Class B Ordinary Shares indirectly held by Wanda Sports & Media Co. Limited through Wanda Sports & Media (Hong Kong) Co. Limited. Wanda Sports & Media Co. Limited is wholly-owned by Wanda Sports & Media (Hong Kong) Holding Co. Limited.

⁽⁷⁾ Represents 92,216,209 Class B Ordinary Shares held indirectly by Wanda Sports & Media (Hong Kong) Holding Co. Limited through Wanda Sports & Media Co. Limited and 54,751,498 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held directly in the Issuer by Wanda Sports & Media (Hong Kong) Holding Co. Limited. Wanda Sports & Media (Hong Kong) Holding Co. Limited is wholly-owned by Wanda Culture Holding Co. Limited.

⁽⁸⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by Wanda Culture Holding Co. Limited through Wanda Sports & Media (Hong Kong) Holding Co. Limited. Wanda Culture Holding Co. Limited is wholly-owned by Beijing Wanda Culture Industry Group Co. Ltd.

⁽⁹⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by Beijing Wanda Culture Industry Group Co. Ltd.through Wanda Culture Holding Co. Limited. Beijing Wanda Culture Industry Group Co. Ltd is wholly-owned by Dalian Wanda Group Co., Ltd.

⁽¹⁰⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by Dalian Wanda Group Co., Ltd through Beijing Wanda Culture Industry Group Co. Ltd. Dalian Wanda Group Co., Ltd is controlled by Dalian Hexing Investment Co. Ltd (which entity holds 99.76% of the shares of Dalian Wanda Group Co., Ltd).

⁽¹¹⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by Dalian Hexing Investment Co. Ltd through Dalian Wanda Group Co., Ltd. Dalian Hexing Investment Co. Ltd is controlled by Mr. Jianlin Wang (who holds 98% of the shares of Dalian Hexing Investment Co. Ltd).

⁽¹²⁾ Represents 146,967,707 Class B Ordinary Shares and 36,471,814.5 Class A Ordinary Shares held indirectly by Mr. Jianlin Wang through Dalian Hexing Investment Co. Ltd. Mr. Jianlin Wang holds 98% of the shares of Dalian Hexing Investment Co. Ltd.

(c) To the best knowledge of each of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Class A Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.”

Item 7.     Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits:

* Previously filed.

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.