0000947871-23-000784.txt : 20230726 0000947871-23-000784.hdr.sgml : 20230726 20230726080728 ACCESSION NUMBER: 0000947871-23-000784 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230726 FILED AS OF DATE: 20230726 DATE AS OF CHANGE: 20230726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trustworthy Group Ltd. CENTRAL INDEX KEY: 0001950882 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39896 FILM NUMBER: 231110096 BUSINESS ADDRESS: STREET 1: SEA MEADOW HOUSE, P.O. BOX 116 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 852-2978-8034 MAIL ADDRESS: STREET 1: SEA MEADOW HOUSE, P.O. BOX 116 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chau On CENTRAL INDEX KEY: 0001841085 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39896 FILM NUMBER: 231110100 MAIL ADDRESS: STREET 1: ROOM 2506, PACIFIC PLACE APARTMENTS STREET 2: PACIFIC PLACE, 88 QUEENSWAY, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 8th Wonder Corp CENTRAL INDEX KEY: 0001950960 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39896 FILM NUMBER: 231110099 BUSINESS ADDRESS: STREET 1: SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 STREET 2: THE GATEWAY, HARBOUR CITY, KOWLOON CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-2978-8034 MAIL ADDRESS: STREET 1: SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 STREET 2: THE GATEWAY, HARBOUR CITY, KOWLOON CITY: HONG KONG STATE: K3 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Infinite Bandwidth Ltd CENTRAL INDEX KEY: 0001950884 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39896 FILM NUMBER: 231110097 BUSINESS ADDRESS: STREET 1: SEA MEADOW HOUSE, P.O. BOX 116 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 852-2978-8034 MAIL ADDRESS: STREET 1: SEA MEADOW HOUSE, P.O. BOX 116 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hotlink Investment Ltd CENTRAL INDEX KEY: 0001950924 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39896 FILM NUMBER: 231110098 BUSINESS ADDRESS: STREET 1: SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 STREET 2: THE GATEWAY, HARBOUR CITY, KOWLOON CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-2978-8034 MAIL ADDRESS: STREET 1: SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 STREET 2: THE GATEWAY, HARBOUR CITY, KOWLOON CITY: HONG KONG STATE: K3 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Playtika Holding Corp. CENTRAL INDEX KEY: 0001828016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 813634591 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O PLAYTIKA LTD. STREET 2: HACHOSHLIM ST 8 CITY: HERZLIYA PITUARCH STATE: L3 ZIP: 4672408 BUSINESS PHONE: 972-73-316-3251 MAIL ADDRESS: STREET 1: 2225 VILLAGE WALK DRIVE STREET 2: SUITE 240 CITY: HENDERSON STATE: NV ZIP: 89052 4/A 1 ownership.xml X0508 4/A 2023-07-26 2023-04-28 0 0001828016 Playtika Holding Corp. PLTK 0001841085 Chau On RM 2506, PACIFIC PLACE APARTMENTS PACIFIC PLACE, 88 QUEENSWAY HONG KONG K3 00000 HONG KONG 0 0 1 0 0001950960 8th Wonder Corp SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 THE GATEWAY, HARBOUR CITY, KOWLOON HONG KONG K3 00000 HONG KONG 0 0 1 0 0001950924 Hotlink Investment Ltd SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 THE GATEWAY, HARBOUR CITY, KOWLOON HONG KONG K3 00000 HONG KONG 0 0 1 0 0001950884 Infinite Bandwidth Ltd SEA MEADOW HOUSE, P.O. BOX 116 ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001950882 Trustworthy Group Ltd. SEA MEADOW HOUSE, P.O. BOX 116 ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0 Common Stock 2023-04-26 4 J 0 0 D 80810506 I See footnotes 8th Wonder Corporation ("8th Wonder"), which is 100% owned by Trustworthy Group Ltd, beneficially owned directly 40,905,253 of the total reported securities. By virtue of the above, Trustworthy Group Ltd beneficially owned 40,905,253 shares of common stock of the Issuer. Ms. On Chau is the sole shareholder of Trustworthy Group Ltd. Hotlink Investment Limited ("Hotlink"), which is 100% owned by Infinite Bandwidth Limited, beneficially owned directly 39,905,253 of the total reported securities. By virtue of the above, Infinite Bandwidth Limited beneficially owned 39,905,253 shares of common stock of the Issuer. On Chau is the sole shareholder of Infinite Bandwidth Limited. By virtue of the above, On Chau beneficially owned 80,810,506 shares of common stock of the Issuer. As reported on the original Form 4 filed on April 28, 2023, 8th Wonder and Hotlink entered into a share purchase agreement ("SPA") on April 26, 2023 with Fortune Bliss Ventures Limited ("Fortune"), pursuant to which Fortune has agreed to purchase (i) 39,405,253 Shares ("8th Wonder Shares") from 8th Wonder and (ii) 39,405,253 Shares ("Hotlink Shares," together with the 8th Wonder Shares, the "Sale Shares") from Hotlink at a total per Share price of $7.93 per Share (subject to adjustments for dividends received), subject to Fortune's due diligence investigation of the Issuer and the Sale Shares. On July 26, 2023, 8th Wonder, Hotlink, and Fortune entered into a termination agreement ("Termination Agreement"), pursuant to which the SPA was terminated, so the Sale Shares were not transferred by 8th Wonder and Hotlink to Fortune pursuant to the SPA. As a result, the Reporting Person did not dispose of any securities, and the Reporting Person's beneficial ownership of the shares of common stock of the Issuer therefore remained unchanged. This amended statement of changes in beneficial ownership on Form 4 is being filed to amend and restate the Form 4 filed by the Reporting Person on April 28, 2023, to reflect the termination of the SPA pursuant to the Termination Agreement. The beneficial ownership of the shares of Common Stock reported herein exceeds 10%, based on the Issuer's most recently announced number of shares of Common Stock outstanding in its Form 10-Q as filed with the SEC on May 4, 2023. On Chau By: /s/ On Chau 2023-07-26 8th Wonder Corporation By: /s/ Cao Bo, Director 2023-07-26 Hotlink Investment Limited By: /s/ Cao Bo, Director 2023-07-26 Infinite Bandwidth Limited By: /s/ Cao Bo, Director 2023-07-26 Trustworthy Group Ltd. By: /s/ Cao Bo, Director 2023-07-26