|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
DoubleDown Interactive Co., Ltd. (Name of Issuer) |
Common Shares, par value KRW 10,000 per share (Title of Class of Securities) |
(CUSIP Number) |
Jaeyoung Choi, CFO DoubleU Games Co., Ltd., 16F, Gangnam Finance Center Seoul, M5, 06236 82-2-501-7216 Steve L. Camahort, Esq. Paul Hastings LLP, 101 California Street, 48th Floor San Francisco, CA, 94111 (415) 856-7000 Iksoo Kim, Esq. Paul Hastings LLP, 33/F West Tower, Mirae Asset Center1, 26, Eulji-ro 5-gil, Seoul, M5, 04539 82-2-6321-3800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2026 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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. |
| 1 |
Name of reporting person
DoubleU Games Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, BK | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,661,191.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Based on 2,477,672 Common Shares of DoubleDown Interactive Co., Ltd. issued and outstanding as of the date hereof, as reported by the Issuer. Each American Depositary Share ("ADS") represents one-twentieth (1/20) of one Common Share.
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value KRW 10,000 per share | |
| (b) | Name of Issuer:
DoubleDown Interactive Co., Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
13F, Gangnam Finance Center, 152 Teheran-ro, Gangnam-gu, Seoul,
KOREA, REPUBLIC OF
, 06236. | |
Item 1 Comment:
Item 1 of the Original Schedule 13D is hereby amended and restated as follows:
This Schedule 13D relates to the common shares, par value KRW 10,000 per share (the "Common Shares"), of DoubleDown Interactive Co., Ltd., a stock company organized under the laws of the Republic of Korea (the "Issuer"). The Issuer's American Depositary Shares (each representing one-twentieth (1/20) of one Common Share, the "ADSs") are listed on the NASDAQ Global Select Market under the ticker symbol "DDI." The principal executive offices of the Issuer are located at 13F, Gangnam Finance Center, 152 Teheran-ro, Gangnam-gu, Seoul 06236, Republic of Korea. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Original Schedule 13D is hereby amended and restated as follows:
Name. This Schedule 13D is being filed by DoubleU Games Co., Ltd. (the "Reporting Person"). | |
| (b) | Business Address. The principal business address of the Reporting Person is 16F, Gangnam Finance Center, 152 Teheran-ro, Gangnam-gu, Seoul 06236, Republic of Korea. | |
| (c) | Principal Business. The Reporting Person is a stock company organized under the laws of the Republic of Korea and listed on the KOSPI market of the Korea Exchange (KRX: 192080). The Reporting Person is principally engaged in the development and publishing of mobile social casino games and related interactive entertainment products. | |
| (d) | Criminal Proceedings. During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors or executive officers listed on Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Civil Securities Proceedings. During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors or executive officers listed on Schedule A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws, or finding any violation with respect to such laws. | |
| (f) | Citizenship. The Reporting Person is organized under the laws of the Republic of Korea. The name, business address, present principal occupation, and citizenship of each director and executive officer of the Reporting Person are set forth on Schedule A to the Original Schedule 13D, which is incorporated herein by reference, as updated and supplemented by Schedule A hereto. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D remains unchanged from Amendment No. 1 and is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
On April 28, 2026, the Reporting Person delivered a non-binding written proposal (the "Proposal Letter") to the Board of Directors of the Issuer (the "Board") to acquire, through a comprehensive share exchange under applicable Korean law (the "Transaction"), all of the outstanding Common Shares (including those represented by ADSs) of the Issuer not currently owned by the Reporting Person, representing approximately 32.9% of the Issuer's outstanding Common Shares, at a cash purchase price of US$11.25 per ADS (equivalent to US$225.00 per Common Share) (the "Offer Price").
The Proposal Letter provides, among other things, that: (i) the Transaction will be conditioned upon the recommendation of a special committee of independent directors of the Board (the "Special Committee") advised by independent financial and legal advisors, and the execution of a mutually agreed definitive agreement; (ii) the Transaction will be subject to the affirmative vote of at least 95% of the Issuer's outstanding Common Shares, including a majority of the votes cast by shareholders other than the Reporting Person; (iii) the Transaction will not be subject to any financing condition; and (iv) the Reporting Person, in its capacity as the Issuer's controlling shareholder, intends to vote its Common Shares in favor of the Transaction, will not support any alternative transaction involving the Issuer, and has no present intention to reduce its shareholding in the Issuer.
The Proposal Letter is a non-binding expression of interest. Accordingly, no assurance can be given that any definitive agreement will be executed or that the Transaction or any related transaction will be consummated. The Reporting Person reserves the right to amend or withdraw the Proposal Letter at any time, in its sole discretion, and to negotiate the terms of any definitive agreement, including with respect to pricing, structure, and conditions.
Concurrently with the delivery of the Proposal Letter, the Reporting Person issued a press release announcing the submission of the Proposal Letter (the "Press Release"). The foregoing descriptions of the Proposal Letter and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated herein by reference.
If consummated, the Transaction would result in the Issuer becoming a wholly owned subsidiary of the Reporting Person, the Issuer's ADSs being delisted from the NASDAQ Global Select Market, and the termination of the Issuer's reporting obligations under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the deregistration of the Issuer's ADSs and Common Shares under Section 12 of the Exchange Act as promptly as practicable following consummation of the Transaction.
Except as set forth in this Amendment and the agreements described herein, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, as part of its ongoing evaluation of the Transaction, the Reporting Person may at any time modify its plans, propose or effect additional transactions or changes, or take any other actions with respect to its investment in the Issuer, in each case subject to applicable law. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D remains unchanged from Amendment No. 1 and is incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D remains unchanged from Amendment No. 1 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D remains unchanged from Amendment No. 1 and is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|