SCHEDULE 13D/A
0001193125-24-037021
0001795487
XXXXXXXX
LIVE
1
Ordinary share, par value EUR 0.0300580119630888 each
12/06/2024
true
0001988894
G0260P102
Amer Sports, Inc.
KONEPAJANKUJA 6
HELSINKI
H9
00511
Brian Lee, Esq.
852-3972 3900
FountainVest Partners, Ste. 2501
Two IFC, 8 Finance Street, Central
Hong Kong
K3
00000
Daniel Dusek, Esq.
852 3658 5300
Goodwin Procter, 38 Flr, Edinburgh Twr
15 Queen's Road Central, Central
Hong Kong
K3
00000
Victor Chen, Esq.
852 3658 5300
Goodwin Procter, 38 Flr, Edinburgh Twr
15 Queen's Road Central, Central
Hong Kong
K3
00000
0002009861
N
Baseball Investment Limited
AF
N
E9
61407041
61407041
61407041
N
11.2
CO
0002010169
N
Baseball Investment II Limited
AF
N
D8
7692307
7692307
7692307
N
1.4
CO
0001795487
N
FountainVest China Capital Partners GP3 Ltd.
OO
N
E9
69099348
69099348
69099348
N
12.6
CO
Ordinary share, par value EUR 0.0300580119630888 each
Amer Sports, Inc.
KONEPAJANKUJA 6
HELSINKI
H9
00511
Explanatory Note:
This Amendment No. 1 (this "Amendment") amends the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 15, 2024 by the Reporting Persons (the "Schedule 13D") with respect to the ordinary shares, par value EUR 0.0300580119630888 per share (the "Ordinary Shares"), of Amer Sports, Inc., a company organized under the laws of the Cayman Islands (the "Issuer"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.
As disclosed in the Issuer's prospectus filed with the SEC on December 5, 2024, the Issuer issued 40,800,000 Ordinary Shares (assuming no exercise of the underwriters' overallotment option to purchase additional Ordinary Shares) in a public offering (the "Follow-on Offering"). As a result, the total number of outstanding Ordinary Shares of the Issuer increased and the holdings of the Reporting Persons were accordingly diluted, leading to a decrease of the beneficial ownership percentages of the Reporting Persons in the Issuer, which the Reporting Persons are reporting in this Amendment.
Calculation of the percentage of Ordinary Shares beneficially owned by Reporting Persons as noted on the cover pages of the Schedule 13D, as amended by this Amendment, is based on 546,359,667 Ordinary Shares outstanding immediately after the Issuer's Follow-on Offering as disclosed in its prospectus filed with the SEC on December 5, 2024 (assuming no exercise of the underwriters' overallotment option to purchase additional ordinary shares).
The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D, as amended by this Amendment, and are incorporated herein by reference.
Except as disclosed in the Schedule 13D, as amended by this Amendment, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.
Except as disclosed in the Schedule 13D, as amended by this Amendment, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following as new paragraphs immediately after the third paragraph thereof:
In connection with the Follow-on Offering, on December 4, 2024, each of Baseball I and Baseball II entered into a lock-up letter agreement (collectively, "Follow-on Lock-up Letters") with BofA Securities, Inc. and J.P. Morgan Securities LLC as the representatives ("Follow-on Representatives") of the underwriters for the Follow-on Offering, substantially in the form attached hereto as Exhibit 99.4.
Pursuant to the Follow-on 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 of the 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 Follow-on Representatives, for a period of 90 days after the date of final prospectus for the Follow-on Offering. The description of the Follow-on Lock-up Letters contained herein is qualified in its entirety by reference to the form of the Follow-on Lock-up Letter attached hereto as Exhibit 99.4, which is incorporated herein by reference.
Item 7 of the Schedule 13D is hereby amended by adding the following:
Exhibit 99.4 Form of Lock-up Letter (incorporated by reference to Annex I of Exhibit 1.1 to the Registration Statement on Form F-1, filed by the Issuer with the SEC on December 2, 2024).
Baseball Investment Limited
/s/ Neil Gray
12/20/2024
Baseball Investment II Limited
/s/ Jarladth Travers
12/20/2024
FountainVest China Capital Partners GP3 Ltd.
/s/ Brian Lee
12/20/2024