UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
___________________
Playtika Holding Corp.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
72815L 107
(CUSIP Number)
Michael Lawhead
Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, CA 90071-3151
213-629-6018
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 26, 2023
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨
| * | 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 (“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).
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Fortune Bliss Ventures Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
| 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)
¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
78,810,506 |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
78,810,506 | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,810,506 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 shares of outstanding common stock as disclosed by the Issuer as of February 22, 2023 in its Annual Report on Form 10-K, as filed with the SEC on February 28, 2023. |
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sino Infinity Investments Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
| 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)
¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
78,810,506 |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
78,810,506 | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,810,506 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 shares of outstanding common stock as disclosed by the Issuer as of February 22, 2023 in its Annual Report on Form 10-K, as filed with the SEC on February 28, 2023. |
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Chua Hwa Por |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x (b) ¨ |
| 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)
¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
78,810,506 |
| 8 |
SHARED VOTING POWER
None | |
| 9 |
SOLE DISPOSITIVE POWER
78,810,506 | |
| 10 |
SHARED DISPOSITIVE POWER
None |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,810,506 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| (1) | The percentage of shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is based on 365,271,876 shares of outstanding common stock as disclosed by the Issuer as of February 22, 2023 in its Annual Report on Form 10-K, as filed with the SEC on February 28, 2023. |
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 5 of 8 Pages |
| Item 1. | Security and Issuer |
This Schedule 13D (the “Statement”) relates to the Common Stock, par value of $0.01 per share (the “Common Stock”) 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 Common Stock is 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. Information given in response to each Item assumes the consummation of the transactions contemplated by the Share Purchase Agreement described in Item 6.
| Item 2. | Identity and Background |
Chua Hwa Por (“Mr. Chua”), Fortune Bliss Ventures Limited (“Fortune”), and Sino Infinity Investments Ltd. (“Sino Infinity”) 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 99.1. 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).
Mr. Chua’s present principal occupation or employment is merchant. Mr. Chua is a citizen of the Republic of Singapore. The principal business address of Mr. Chua is 21 Marina Way, #27-08 Marina One Residences, Singapore 018978.
Fortune is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Sino Infinity. Mr. Chua indirectly holds all voting and investment powers of Fortune. The principal business address of Fortune is 21 Marina Way, #27-08 Marina One Residences, Singapore 018978.
Sino Infinity is principally an investment holding vehicle incorporated in the British Virgin Islands and 100% owned by Mr. Chua. Mr. Chua directly holds all voting and investment powers of Sino Infinity. The principal business address of Sino Infinity is Vistra Corporate Services Centre, Wickham Cay II, Road Town, Tortola, British Virgin Islands.
(d) — (e) During the last five years, no Reporting Person 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 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.
| (f) | Citizenship of the Reporting Persons is as set forth below: |
| Fortune Bliss Ventures Limited | British Virgin Islands |
| Sino Infinity Investments Ltd. | British Virgin Islands |
| Chua Hwa Por | Republic of Singapore |
SCHEDULE 13D
| CUSIP No. 72815L 107 | Page 6 of 8 Pages |
| Item 3. | Source and Amount of Funds or Other Consideration |
To the extent required by Item 3 of Schedule 13D, the information contained in (or incorporated by reference to) Item 4 of this Schedule 13D is incorporated herein by reference.