SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


Global Blue Group Holding AG
(Name of Issuer)


Ordinary Shares
(Title of Class of Securities)


H33700107
(CUSIP Number)


Tencent Holdings Limited
29/F., Three Pacific Place, No. 1 Queen's Road East
Wanchai, K3, 00000
852 3148 5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/03/2025
(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/A
CUSIP No.
H33700107


1 Name of reporting person

Tencent Holdings Limited
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

0.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0 %
14 Type of Reporting Person (See Instructions)

CO



SCHEDULE 13D/A
CUSIP No.
H33700107


1 Name of reporting person

Tencent Mobility Limited
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

0.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0 %
14 Type of Reporting Person (See Instructions)

CO




SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Ordinary Shares
(b) Name of Issuer:

Global Blue Group Holding AG
(c) Address of Issuer's Principal Executive Offices:

ZURICHSTRASSE 38, 8306 BRUTTISELLEN, BRUTTISELLEN, SWITZERLAND , 8306.
Item 1 Comment: This Amendment No. 1 amends the Statement on Schedule 13D previously filed with the Securities and Exchange Commission on February 24, 2025, by Tencent Holdings Limited ("Tencent Holdings") and Tencent Mobility Limited ("Tencent Mobility" and together with Tencent Holdings, the "Reporting Persons") relating to the Ordinary Shares of the Issuer (the "Original Schedule 13D" and as amended by this Amendment No. 1, the "Schedule 13D"). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Original Schedule 13D.
Item 2.Identity and Background
(a)
Item 2(a) of the Schedule 13D is hereby amended and supplemented by adding the following: Schedule I attached to the Original Schedule 13D is hereby replaced with Schedule I attached to this Schedule 13D.
Item 4.Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On July 3, 2025, Tencent Mobility sold 18,181,818 Ordinary Shares in the Offer for cash consideration of $7.50 per Ordinary Share. As a result, none of the Reporting Persons beneficially owns any Ordinary Shares.
Item 5.Interest in Securities of the Issuer
(a)
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The responses of each of the Reporting Persons with respect to Rows 11 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Ordinary Shares are incorporated herein by reference. The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the number of Ordinary Shares as to which such Reporting Persons have sole or shared power to vote, or to direct the vote, and sole or shared power to dispose of, or to direct the disposition, are incorporated herein by reference. As of the date hereof, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Related Persons beneficially owns any Ordinary Shares.
(b)
See (a)
(c)
On July 3, 2025, the spouse of James Gordon Mitchell, an executive officer of Tencent Holdings, sold 18,385 Ordinary Shares in the Offer for cash consideration of $7.50 per Ordinary Share. As disclosed in the Original Schedule 13D, James Gordon Mitchell may be deemed to have had beneficial ownership, and shared voting and dispositive power, with respect to the Ordinary Shares sold by his spouse in the Offer. Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Related Persons has effected any transaction relating to the Ordinary Shares during the past 60 days.
(d)
Not applicable.
(e)
The Reporting Persons ceased to beneficially own any Ordinary Shares following the consummation of the Offer on July 3, 2025.

    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.

 
Tencent Holdings Limited
 Signature:/s/ Ma Huateng
 Name/Title:Ma Huateng/Authorized Signatory
 Date:07/08/2025
 
Tencent Mobility Limited
 Signature:/s/ Wang Sze Man
 Name/Title:Wang Sze Man/Authorized Signatory
 Date:07/08/2025

 

Exhibit 99A

 

 

Schedule I

 

EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT HOLDINGS LIMITED

 

The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.

 

Name Present Principal Employment Citizenship
Directors:    
Ma Huateng Chairman of the Board and Executive Director People’s Republic of China
Jacobus Petrus (Koos) Bekker Non-Executive Director Republic of South Africa
Charles St Leger Searle Non-Executive Director Republic of South Africa
Li Dong Sheng Independent Non-Executive Director People’s Republic of China
Ian Charles Stone Independent Non-Executive Director United Kingdom of Great Britain and Northern Ireland
Yang Siu Shun Independent Non-Executive Director People’s Republic of China (Hong Kong SAR)
Ke Yang Independent Non-Executive Director People’s Republic of China
Zhang Xiulan Independent Non-Executive Director People’s Republic of China
Executive officers:    
Ma Huateng Chief Executive Officer People’s Republic of China
Lau Chi Ping Martin President People’s Republic of China (Hong Kong SAR)
Xu Chenye Chief Information Officer People’s Republic of China
Ren Yuxin Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group People’s Republic of China
James Gordon Mitchell Chief Strategy Officer and Senior Executive Vice President United Kingdom of Great Britain and Northern Ireland
John Shek Hon Lo Chief Financial Officer and Senior Vice President People’s Republic of China (Hong Kong SAR)

 

 

EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT MOBILITY LIMITED

 

The names of the directors and the names and titles of the executive officers of Tencent Mobility Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Mobility Limited, 29/F Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Mobility Limited.

 

Name Present Principal Employment Citizenship
Directors:    
Pu Hai Tao Director Australia
Wang Sze Man Director People’s Republic of China (Hong Kong SAR)
Executive officers:    
N/A