American Sports, Inc.
A sporting goods group based in Helsinki, Finland, that owns some of the world's best-known equipment and apparel brands — Wilson tennis rackets and basketballs, Salomon skis and trail-running shoes, and Arc'teryx technical outdoor jackets. It began life in 1950 as Amer-Tupakka, a tobacco company founded by four Finnish professional organizations to help rebuild after the war; the "Amer" in its name came from the American-style tobacco blends it made. Over the decades it moved from cigarettes into shipping, publishing, and finally sports gear.
Item 4 of the Statement is hereby amended and supplemented by adding the following: Disposal of Ordinary Shares In August 2026, Mount Jiuhua Investment Limited, a wholly-owned subsidiary of Tencent, transferred all the Ordinary Shares of the Issuer held by it to Huang River through an internal transfer. On August 20, 2026, Huang River sold an aggregate of 13,871,070 Ordinary Shares and Bright Adventure sold an aggregate of 1,923,076 Ordinary Shares through block trades in the open market at a weighted average price of US$33.86 per Ordinary Share. General Tencent acquired the securities described in the Statement for investment purposes and it intends to review its investments in the Issuer on a continuing basis. Any actions Tencent might undertake may be made at any time and from time to time without prior notice and will be dependent upon Tencent's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Tencent may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, Tencent may engage in discussions with management, the board of directors of the Issuer, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. Other than as described above, Tencent does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, Tencent may change its purpose or formulate different plans or proposals with respect thereto at any time.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares.
Item 4(a) of the Schedule 13D is hereby amended and supplemented by adding the following: On May 28, 2025, Baseball I entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities, Inc. (collectively, the "Underwriters") and the Issuer, pursuant to which the Underwriters agreed to purchase 35,000,000 Ordinary Shares from Baseball I (the "May 2025 Offering"). The May 2025 Offering was closed on May 30, 2025. In connection with the May 2025 Offering, on May 28, 2025, each of Baseball I and Baseball II entered into a lock-up letter agreement (collectively, "May 2025 Lock-up Letters") with the Underwriters. Pursuant to the May 2025 Lock-up Letters, Baseball I and Baseball II, with limited exceptions, may not (and may not cause any of their direct or indirect affiliates to) (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive Ordinary Shares (such Ordinary Shares, options, rights, warrants or other securities, collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired by such lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Ordinary Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) of this paragraph, in each case without the prior written consent of the Underwriters, for a period of 60 days after the date of final prospectus for the May 2025 Offering. The forgoing description of the Underwriting Agreement and the May 2025 Lock-up Letters contained herein is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of the May 2025 Lock-up Letters, a copy of which is attached hereto as Exhibit 99.5, which is incorporated herein by reference.
Item 4(a) of the Schedule 13D is hereby amended and supplemented by adding the following: On May 28, 2025, Baseball I entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities, Inc. (collectively, the "Underwriters") and the Issuer, pursuant to which the Underwriters agreed to purchase 35,000,000 Ordinary Shares from Baseball I (the "May 2025 Offering"). The May 2025 Offering was closed on May 30, 2025. In connection with the May 2025 Offering, on May 28, 2025, each of Baseball I and Baseball II entered into a lock-up letter agreement (collectively, "May 2025 Lock-up Letters") with the Underwriters. Pursuant to the May 2025 Lock-up Letters, Baseball I and Baseball II, with limited exceptions, may not (and may not cause any of their direct or indirect affiliates to) (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive Ordinary Shares (such Ordinary Shares, options, rights, warrants or other securities, collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired by such lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Ordinary Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) of this paragraph, in each case without the prior written consent of the Underwriters, for a period of 60 days after the date of final prospectus for the May 2025 Offering. The forgoing description of the Underwriting Agreement and the May 2025 Lock-up Letters contained herein is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of the May 2025 Lock-up Letters, a copy of which is attached hereto as Exhibit 99.5, which is incorporated herein by reference.
Item 4(a) of the Schedule 13D is hereby amended and supplemented by adding the following: On May 28, 2025, Baseball I entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities, Inc. (collectively, the "Underwriters") and the Issuer, pursuant to which the Underwriters agreed to purchase 35,000,000 Ordinary Shares from Baseball I (the "May 2025 Offering"). The May 2025 Offering was closed on May 30, 2025. In connection with the May 2025 Offering, on May 28, 2025, each of Baseball I and Baseball II entered into a lock-up letter agreement (collectively, "May 2025 Lock-up Letters") with the Underwriters. Pursuant to the May 2025 Lock-up Letters, Baseball I and Baseball II, with limited exceptions, may not (and may not cause any of their direct or indirect affiliates to) (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive Ordinary Shares (such Ordinary Shares, options, rights, warrants or other securities, collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired by such lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Ordinary Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) of this paragraph, in each case without the prior written consent of the Underwriters, for a period of 60 days after the date of final prospectus for the May 2025 Offering. The forgoing description of the Underwriting Agreement and the May 2025 Lock-up Letters contained herein is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of the May 2025 Lock-up Letters, a copy of which is attached hereto as Exhibit 99.5, which is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Tencent Holdings Limited | 13D/AActivist | 2.7% | 15.79M | Aug 24, 2026 |
Item 4 of the Statement is hereby amended and supplemented by adding the following: Disposal of Ordinary Shares In August 2026, Mount Jiuhua Investment Limited, a wholly-owned subsidiary of Tencent, transferred all the Ordinary Shares of the Issuer held by it to Huang River through an internal transfer. On August 20, 2026, Huang River sold an aggregate of 13,871,070 Ordinary Shares and Bright Adventure sold an aggregate of 1,923,076 Ordinary Shares through block trades in the open market at a weighted average price of US$33.86 per Ordinary Share. General Tencent acquired the securities described in the Statement for investment purposes and it intends to review its investments in the Issuer on a continuing basis. Any actions Tencent might undertake may be made at any time and from time to time without prior notice and will be dependent upon Tencent's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Tencent may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, Tencent may engage in discussions with management, the board of directors of the Issuer, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. Other than as described above, Tencent does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, Tencent may change its purpose or formulate different plans or proposals with respect thereto at any time. | ||||
| Dennis J. Wilson | 13D/AActivist | 18% | 99.96M | Aug 26, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares. | ||||
| Five Boys Investments ULC | 13D/AActivist | 18% | 99.96M | Aug 26, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares. | ||||
| Anamered Investments, Inc. | 13D/AActivist | 13.5% | 75.04M | Aug 26, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares. | ||||
| IVIVA Holdings Ltd. | 13D/AActivist | 4.5% | 24.92M | Aug 26, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares. | ||||
| LIPO Investments (USA), Inc. | 13D/AActivist | 4.5% | 24.92M | Aug 26, 2025 |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On August 25, 2025, Anamered Investments Inc. ("Anamered") sold an aggregate of 4,054,054 Ordinary Shares pursuant to an unregistered block sale transaction with an unaffiliated broker dealer pursuant to Rule 144 under the Securities Act of 1933, as amended, for net proceeds of approximately $159,729,728 (the "Sale"). The Reporting Persons do not currently intend to sell any additional Ordinary Shares until at least 90 days from the date of the Sale have elapsed, although they reserve the right to review, reconsider and change their position with respect to the Issuer and the Ordinary Shares. | ||||
| FountainVest China Capital Partners GP3 Ltd. | 13D/AActivist | 6.1% | 34.10M | Jun 2, 2025 |
Item 4(a) of the Schedule 13D is hereby amended and supplemented by adding the following: On May 28, 2025, Baseball I entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities, Inc. (collectively, the "Underwriters") and the Issuer, pursuant to which the Underwriters agreed to purchase 35,000,000 Ordinary Shares from Baseball I (the "May 2025 Offering"). The May 2025 Offering was closed on May 30, 2025. In connection with the May 2025 Offering, on May 28, 2025, each of Baseball I and Baseball II entered into a lock-up letter agreement (collectively, "May 2025 Lock-up Letters") with the Underwriters. Pursuant to the May 2025 Lock-up Letters, Baseball I and Baseball II, with limited exceptions, may not (and may not cause any of their direct or indirect affiliates to) (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive Ordinary Shares (such Ordinary Shares, options, rights, warrants or other securities, collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired by such lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Ordinary Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) of this paragraph, in each case without the prior written consent of the Underwriters, for a period of 60 days after the date of final prospectus for the May 2025 Offering. The forgoing description of the Underwriting Agreement and the May 2025 Lock-up Letters contained herein is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of the May 2025 Lock-up Letters, a copy of which is attached hereto as Exhibit 99.5, which is incorporated herein by reference. | ||||
| Baseball Investment Limited | 13D/AActivist | 4.8% | 26.41M | Jun 2, 2025 |
Item 4(a) of the Schedule 13D is hereby amended and supplemented by adding the following: On May 28, 2025, Baseball I entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities, Inc. (collectively, the "Underwriters") and the Issuer, pursuant to which the Underwriters agreed to purchase 35,000,000 Ordinary Shares from Baseball I (the "May 2025 Offering"). The May 2025 Offering was closed on May 30, 2025. In connection with the May 2025 Offering, on May 28, 2025, each of Baseball I and Baseball II entered into a lock-up letter agreement (collectively, "May 2025 Lock-up Letters") with the Underwriters. Pursuant to the May 2025 Lock-up Letters, Baseball I and Baseball II, with limited exceptions, may not (and may not cause any of their direct or indirect affiliates to) (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive Ordinary Shares (such Ordinary Shares, options, rights, warrants or other securities, collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired by such lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Ordinary Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) of this paragraph, in each case without the prior written consent of the Underwriters, for a period of 60 days after the date of final prospectus for the May 2025 Offering. The forgoing description of the Underwriting Agreement and the May 2025 Lock-up Letters contained herein is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of the May 2025 Lock-up Letters, a copy of which is attached hereto as Exhibit 99.5, which is incorporated herein by reference. | ||||
| Baseball Investment II Limited | 13D/AActivist | 1.4% | 7.69M | Jun 2, 2025 |
Item 4(a) of the Schedule 13D is hereby amended and supplemented by adding the following: On May 28, 2025, Baseball I entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities, Inc. (collectively, the "Underwriters") and the Issuer, pursuant to which the Underwriters agreed to purchase 35,000,000 Ordinary Shares from Baseball I (the "May 2025 Offering"). The May 2025 Offering was closed on May 30, 2025. In connection with the May 2025 Offering, on May 28, 2025, each of Baseball I and Baseball II entered into a lock-up letter agreement (collectively, "May 2025 Lock-up Letters") with the Underwriters. Pursuant to the May 2025 Lock-up Letters, Baseball I and Baseball II, with limited exceptions, may not (and may not cause any of their direct or indirect affiliates to) (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive Ordinary Shares (such Ordinary Shares, options, rights, warrants or other securities, collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities now owned or hereafter acquired by such lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the Ordinary Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) of this paragraph, in each case without the prior written consent of the Underwriters, for a period of 60 days after the date of final prospectus for the May 2025 Offering. The forgoing description of the Underwriting Agreement and the May 2025 Lock-up Letters contained herein is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of the May 2025 Lock-up Letters, a copy of which is attached hereto as Exhibit 99.5, which is incorporated herein by reference. | ||||
| HSBC Holdings plc | 13G/APassive | 42% | 232.37M | May 14, 2025 |