Explanatory Note
This Amendment No. 2 (the Amendment) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United
States Securities and Exchange Commission (the SEC) on September 8, 2020, as amended by Amendment No. 1 filed with the SEC on May 6, 2022 (as amended, the Schedule 13D) related to the ordinary shares (the
Ordinary Shares) of Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the Issuer), with its registered office in Zürichstrasse 38, 8306 Brüttisellen,
Switzerland.
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically
provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended and supplemented as follows:
On November 16, 2023, (i) Tencent Mobility Limited (the Purchaser), (ii) the
Issuer, (iii) Globetrotter, (iv) Cayman Holdings (Globetrotter together with Cayman Holdings, the SL Sellers), and (v) the other parties party thereto (the Individual Sellers) entered into a share purchase and
investment agreement (the Share Purchase Agreement) whereby (i) the SL Sellers agreed to sell and the Purchaser agreed to buy, up to 9,090,909 Ordinary Shares of the Issuer for an aggregate purchase price of up to $50,000,000.50 and
(ii) the Purchaser agreed to subscribe for 9,090,909 newly issued Ordinary Shares of the Issuer for an aggregate purchase price of $49,999,999.50 (the Transaction). The number of shares to be sold by the SL Sellers in the
Transaction is subject to reduction, to the extent that Individual Sellers elect to sell Ordinary Shares in the Transaction. The Transaction is anticipated to close before month-end, subject to closing
conditions.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of such agreement, which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
Item 5. Interest in
Securities of the Issuer
Item 5(a) through (c) is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in
Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.
(a) (b) By virtue of the relationships and agreements among the
Reporting Persons described herein, the Reporting Persons are a group within the meaning of Section 13(d)(5) of the rules and regulations promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the
Exchange Act). As such, the Reporting Persons may be deemed to beneficially own an aggregate of 160,777,194 Ordinary Shares of the Issuer, which includes: (i) 37,358,622 Ordinary Shares held by Cayman Holdings, (ii) 2,701,935 Global Blue
Warrants held directly by Cayman Holdings exercisable for 2,701,935 Ordinary Shares, (iii) 4,939,137 Series A Preferred Shares held directly by Cayman Holdings that are convertible into 4,939,137 Ordinary Shares, (iv) 97,258,598 Ordinary Shares held
directly by Globetrotter, (v) 6,548,415 Global Blue Warrants held directly by Globetrotter that are exercisable for 6,548,415 Ordinary Shares, and (vi) 11,970,487 Series A Preferred Shares held directly by Globetrotter that are convertible into
11,970,487 Ordinary Shares, representing in the aggregate approximately 74.4% of the issued and outstanding Ordinary Shares of the Issuer calculated on the basis of Rule 13d-3 of the Exchange Act.
Calculations of beneficial ownership described herein are based on 189,855,747 Ordinary Shares outstanding as of June 30, 2023, as set forth in the
Issuers Form 6-K filed on August 28, 2023 (the Form 6-K), and take into account any Ordinary Shares issuable upon the exercise of Global Blue
Warrants and/or the conversion of Series A Preferred Shares beneficially owned by each Reporting Person, as applicable.
7