6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2022

Commission File Number 001-39349

 

 

DoubleDown Interactive Co., Ltd.

(Exact name of registrant as specified in its charter)

 

 

Joseph A. Sigrist, Chief Financial Officer

c/o DoubleDown Interactive, LLC

605 5th Avenue, Suite 300

Seattle, WA 98104

+1-206-408-4545

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒  Form 20-F             ☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 


INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Notice of Extraordinary General Meeting of Shareholders

In connection with the upcoming extraordinary general meeting of shareholders (the “EGM”) of DoubleDown Interactive Co., Ltd. (the “Company”) on August 26, 2022, the Company furnishes the following documents:

 

  1)

A copy of the Depositary’s Notice of Extraordinary General Meeting of DoubleDown Interactive Co., Ltd. (the “Notice”); and

 

  2)

A form of the Depositary’s 2022 Voting Instructions Card for Holders of American Depositary Shares with respect to the Company’s Extraordinary General Meeting (the “Voting Instructions”).

The Notice and Voting Instructions are being furnished in this report on Form 6-K as Exhibits 99.1 and 99.2 respectively pursuant to General Instruction B to the Form 6-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

EXHIBIT INDEX

 

Exhibit

    No.    

  

Description

99.1    Depositary’s Notice of Extraordinary General Meeting of DoubleDown Interactive Co., Ltd.
99.2    Depositary’s 2022 Voting Instructions Card for Holders of American Depositary Shares with respect to the Company’s Extraordinary General Meeting


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    DOUBLEDOWN INTERACTIVE CO., LTD.
Date: August 11, 2022      
    By:  

/s/ Joseph A. Sigrist

      Name: Joseph A. Sigrist
      Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

Time Sensitive

    Materials

Depositary’s Notice of

Extraordinary General Meeting of

DoubleDown Interactive Co., Ltd.

 

ADSs:    American Depositary Shares (“ADSs”).
ADS CUSIP No.:    25862B109.
ADS Record Date:    August 3, 2022.
Meeting Specifics:    Extraordinary General Meeting to be held on Friday, August 26, 2022 at 11:00 A.M. (Korea Standard Time)/Thursday, August 25, 2022 at 10:00 P.M. (U.S. Eastern Time) at Meeting room, 13th Floor, 152 Teheran-ro Gangnam-gu, Seoul, Korea (the “Meeting”). Holders of American Depositary Shares (“ADSs”) may not attend in person or vote at the Meeting. Instead, holders of record of ADSs as of the ADS Record Date may instruct Citibank, N.A., the depositary of the ADSs (the “Depositary”), as to how to vote the common shares represented by the ADSs. Any ADS holder that wishes to attend the Meeting or vote directly must cancel their ADSs in exchange for common shares and will need to make arrangements to deliver their ADSs to Citibank, N.A., as Depositary of the ADSs, for cancellation with sufficient time to allow for the delivery and exchange of them for the underlying common shares before the ADS Record Date.
Meeting Agenda:    Please refer to the Company’s Notice of Meeting enclosed herewith.
ADS Voting Instructions Deadline:    On or before 10:00 A.M. (U.S. Eastern Time) on August 22, 2022.
Deposited Securities:    Common Shares, par value 10,000 Won per share, of DoubleDown Interactive Co., Ltd., a company organized under the laws of the Republic of Korea (the “Company”).
ADS Ratio:    1 Common Share to 20 ADSs.
Depositary:    Citibank, N.A.
Custodian of Deposited Securities:    Korea Securities Depository.
Deposit Agreement:    Deposit Agreement, dated as of September 2, 2021, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs issued thereunder.

To be counted, your Voting Instructions need to be received by the Depositary prior to 10:00 A.M. (U.S. Eastern Time) on August 22, 2022.


The Company has announced that the Meeting will be held at the date, time and location identified above. A copy of the Notice of Meeting from the Company which includes the agenda for the Meeting is enclosed.

Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.

Pursuant to Section 4.10 of the Deposit Agreement, voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities, and the Depositary shall give a discretionary proxy to such person; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in Section 4.10 of the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy or completeness of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and are summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.

If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).

Citibank, N.A., as Depositary

EX-99.2

Exhibit 99.2

 

 

Extraordinary General Meeting

 

The Voting Instructions must be signed, completed and received at the indicated address prior to

10:00 A.M. (U.S. Eastern Time) on August 22, 2022 for action to be taken.

 

2022 VOTING INSTRUCTIONS       AMERICAN DEPOSITARY SHARES

DoubleDown Interactive Co., Ltd. (the “Company”)

 

ADS CUSIP No.:    25862B109.
ADS Record Date:    August 3, 2022.
Meeting Specifics:    Extraordinary General Meeting to be held on Friday, August 26, 2022 at 11:00 A.M. (Korea Standard Time)/Thursday, August 25, 2022 at 10:00 P.M. (U.S. Eastern Time) at Meeting room, 13th Floor, 152 Teheran-ro, Gangnam-gu, Seoul, Korea (the “Meeting”). Holders of American Depositary Shares (“ADSs”) may not attend in person or vote at the Meeting. Instead, holders of record of ADSs as of the Record Date may instruct Citibank, N.A., the depositary of the ADSs (the “Depositary”), as to how to vote the common shares represented by the ADSs. Any ADS holder that wishes to attend the Meeting or vote directly must cancel their ADSs in exchange for common shares and will need to make arrangements to deliver their ADSs to Citibank, N.A., as Depositary of the ADSs, for cancellation with sufficient time to allow for the delivery and exchange of them for the underlying common shares before the ADS Record Date.
Meeting Agenda:    Please refer to the Company’s Notice of Meeting enclosed herewith.
Depositary:    Citibank, N.A.
Deposit Agreement:    Deposit Agreement, dated as of September 2, 2021.
Deposited Securities:    Common Shares, par value 10,000 Won per share, of the Company.
Custodian:    Korea Securities Depository.

You as the undersigned holder, as of the ADS Record Date, of the American Depositary Shares identified above (such American Depositary Shares, the “ADSs”), acknowledge receipt of a copy of the Depositary’s Notice of Meeting and by signing the reverse hereof, irrevocably authorize and direct the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by your ADSs in the manner indicated on the reverse side hereof.

Pursuant to Section 4.10 of the Deposit Agreement, voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities, and the Depositary shall give a discretionary proxy to such person; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in Section 4.10 of the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

Please indicate on the reverse side hereof how the Deposited Securities are to be voted.

The Voting Instructions must be marked, signed and returned on time in order to be counted.

By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein.


Proposals

 

Proposal No. 1:    Election of directors
   i.      In Keuk Kim, Chief Executive Officer and Director
   ii.      Joseph A. Sigrist, Chief Financial Officer and Director
   iii.      Ki Chul Kim, Chief Data Officer and Director
   iv.      Haenam Kim, Chief Marketing Officer and Director
Proposal No. 2:    Election of Whanlim Kim as an Independent Director
Proposal No. 3:    Approval of reduction of capital reserve in the amount of KRW 70,000,000,000 pursuant to Article 461-2 of the Korean Commercial Code.

The Company has informed the Depositary that its Board of Directors recommends a “For” vote for all resolutions above.

 

LOGO   Issues                     DoubleDown Interactive Co.,  Ltd.
     For    Against    Abstain   
    Resolution 1(i)            
    Resolution 1(ii)            
    Resolution 1(iii)            
    Resolution 1(iv)            
    Resolution 2            
    Resolution 3            

 

 

LOGO   Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue.

Please be sure to sign and date this Voting Instructions Card.

Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.

 

Signature 1 - Please keep signature within the line      Signature 2 - Please keep signature within the line      Date (mm/dd/yyyy)
            /                /