Form SC 13D/A SOGOU INC. Filed by: Tencent Holdings Ltd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934   (Amendment No. 3)*

Sogou Inc.

(Name of Issuer)

Class A ordinary shares, par value US$0.001 per share

(Title of Class of Securities)

83409V104**

(CUSIP Number)

Tencent Holdings Limited 29/F., Three Pacific Place No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 19, 2021

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ☐   Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.   * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.   ** This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Class A ordinary shares, par value US$0.001 per share. No CUSIP has been assigned to the Class A ordinary shares.   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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

CUSIP No. 83409V104

 

1.	Names of Reporting Persons   Tencent Holdings Limited
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)   AF, 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   151,557,875 (1)
		8.	Shared Voting Power   0
		9.	Sole Dispositive Power   151,557,875 (1)
		10.	Shared Dispositive Power   0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   151,557,875
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   58.2% (2)
14.	Type of Reporting Person (See Instructions)   CO

_____________________________

 

(1) Represents Class B ordinary shares of the Issuer held by THL A21 Limited, which is a wholly-owned subsidiary of Tencent Holdings Limited. Each Class B ordinary share of the Issuer is convertible at the option of the holder at any time into one Class A ordinary share of the Issuer.

 

(2) The percentage is calculated based on 108,833,041 Class A ordinary shares of the Issuer outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Issuer on March 18, 2021. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares, such percentage would be 39.1% based on 108,833,041 Class A ordinary shares and 278,757,875 Class B ordinary shares outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC by the Issuer on March 18, 2021. The voting power of the Class B ordinary shares beneficially owned by the Reporting Person represents approximately 52.3% of the aggregate voting power of the Issuer.

 

CUSIP No. 83409V104

 

1.	Names of Reporting Persons   THL A21 Limited
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)   AF
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6.	Citizenship or Place of Organization   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power   151,557,875 (1)
		8.	Shared Voting Power   0
		9.	Sole Dispositive Power   151,557,875 (1)
		10.	Shared Dispositive Power   0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   151,557,875
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   58.2% (2)
14.	Type of Reporting Person (See Instructions)   CO

_____________________________

 

(1) Represents Class B ordinary shares of the Issuer held by THL A21 Limited. Each Class B ordinary share of the Issuer is convertible at the option of the holder at any time into one Class A ordinary share of the Issuer.

 

(2) The percentage is calculated based on 108,833,041 Class A ordinary shares of the Issuer outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC by the Issuer on March 18, 2021. If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares, such percentage would be 39.1% based on 108,833,041 Class A ordinary shares and 278,757,875 Class B ordinary shares outstanding as of December 31, 2020, according to the Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC by the Issuer on March 18, 2021. The voting power of the Class B ordinary shares beneficially owned by the Reporting Person represents approximately 52.3% of the aggregate voting power of the Issuer.

 

Introduction

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on August 5, 2020, as amended by Amendment No. 1 to Schedule 13D filed on October 1, 2020 and Amendment No. 2 to Schedule 13D filed on December 3, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 3, the “Statement”) by Tencent Holdings Limited, a Cayman Islands company (“Tencent”), and THL A21 Limited, a British Virgin Islands company and a wholly-owned subsidiary of Tencent (“THL A21”, and together with Tencent, the “Reporting Persons”), in respect of the Class A Ordinary Shares of Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 3 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 of the Original Schedule 13D is hereby amended by deleting Appendix A referenced therein and replacing it with Appendix A included with this Amendment No. 3.

 

Item 4. Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding at the end thereof the following:

 

Amendment No. 2 to Merger Agreement

 

On July 19, 2021, the Issuer, THL A21, Parent and Tencent Mobility Limited entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Amendment No. 2 to Merger Agreement”), pursuant to which the termination date under the Merger Agreement is extended from July 31, 2021 to December 31, 2021.

 

Amendment No. 2 to Share Purchase Agreement

 

On July 19, 2021, Parent, Sohu Search and Sohu.com Limited entered into an Amendment No. 2 to Share Purchase Agreement (the “Amendment No. 2 to Share Purchase Agreement”), pursuant to which the termination date under the Share Purchase Agreement is extended from July 31, 2021 to December 31, 2021.

 

References to the Amendment No. 2 to Merger Agreement and the Amendment No. 2 to Share Purchase Agreement are qualified in their entirety by reference to the Amendment No. 2 to Merger Agreement and the Amendment No. 2 to Share Purchase Agreement, which are attached hereto as Exhibit 11 and 12 respectively, and are incorporated by reference in their entirety.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding at the end thereof the following:

 

Exhibit Number	Description of Exhibits
11	Amendment No. 2 to Agreement and Plan of Merger, dated as of July 19, 2021, by and among Sogou Inc., THL A21 Limited, TitanSupernova Limited, and Tencent Mobility Limited.
12	Amendment No. 2 to Share Purchase Agreement, dated as of July 19, 2021, by and among TitanSupernova Limited, Sohu.com (Search) Limited and Sohu.com Limited.

  

 

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.

 

Date: July 21, 2021

 

	TENCENT HOLDINGS LIMITED
	By:	/s/ Huateng Ma
		Name:	Huateng Ma
		Title:	Director

 

 

	THL A21 LIMITED
	By:	/s/ Huateng Ma
		Name:	Huateng Ma
		Title:	Director

 

 

Appendix A

 

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 is with Tencent Holdings Limited.

 

Name	Present Principal Employment	Citizenship
Directors:
Ma Huateng	Chairman of the Board and Executive Director	People’s Republic of China
Lau Chi Ping Martin	Executive Director	People’s Republic of China (Hong Kong SAR)
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	People’s Republic of China (Hong Kong SAR)
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
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
David A M Wallerstein	Chief Exploration Officer and Senior Executive Vice President	United States of America
John Shek Hon Lo	Chief Financial Officer and Senior Vice President	People’s Republic of China (Hong Kong SAR)

  

 

EXECUTIVE OFFICERS AND DIRECTORS OF THL A21 LIMITED

 

The names of the directors and the names and titles of the executive officers of THL A21 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 is with THL A21 Limited.

 

Name	Title	Citizenship
Directors:
Ma Huateng	Director	People’s Republic of China
Charles St Leger Searle	Director	Republic of South Africa
Executive officers:
N/A

  

 

 

 

 

 

 

 

 

Exhibit 11

 

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

 

This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2021 (this “Amendment”), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of THL (“Parent”), Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Tencent Mobility Limited, a company incorporated under the laws of Hong Kong.

 

WHEREAS, the parties hereto entered into that certain Agreement and Plan of Merger, dated as of September 29, 2020 (as amended by Amendment No. 1 thereto dated as of December 1, 2020, the “Original Agreement”);

 

WHEREAS, the parties hereto desire to amend Section 8.02(a) of the Original Agreement so as to extend the “Termination Date” to December 31, 2021;

 

WHEREAS, Section 9.12 of the Original Agreement provides that the Original Agreement may be amended by the parties hereto at any time prior to the Effective Time by action taken (a) with respect to THL and Parent, by or on behalf of their respective boards of directors, and (b) with respect to the Company, by the Company Board (upon recommendation of the Special Committee);

 

WHEREAS, the Special Committee has authorized, approved and recommended the execution and delivery of this Amendment by the Company, and the Company Board, acting upon the recommendation of the Special Committee, has authorized and approved the execution and delivery of this Amendment by the Company; and

 

WHEREAS, THL and the board of directors of Parent have approved the execution, delivery and performance by THL and Parent, respectively, of this Amendment.

 

NOW, THEREFORE, the parties hereto agree to amend the Original Agreement as follows:

 

1.

Definitions.

 

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Agreement.

 

2.

Amendments to the Original Agreement.

 

Section 8.02(a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

 

“(a) the Merger has not been consummated by 11:59 pm, New York time on December 31, 2021 (the “Termination Date”); or”

 

3.

Miscellaneous.

 

3.1

No Further Amendment.

 

The parties hereto agree that all other provisions of the Original Agreement shall, subject to Section 2, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in accordance with their terms. This Amendment forms an integral and inseparable part of the Original Agreement.

 

3.2

Representations and Warranties of the Company.

 

The Company hereby represents and warrants to THL and Parent that:

 

(a)       The Company has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery by the Company of this Amendment have been duly and validly authorized by the Company Board and the Special Committee and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Amendment.

 

(b)       This Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL and Parent, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

 

3.3

Representations and Warranties of THL and Parent.

 

THL and Parent hereby, jointly and severally, represent and warrant to the Company that:

 

(a)       Each of THL and Parent has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by THL and Parent have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of THL or Parent are necessary to authorize the execution and delivery of this Amendment.

 

(b)       This Amendment has been duly and validly executed and delivered by THL and Parent and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of THL and Parent, enforceable against each of THL and Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.

 

3.4

References.

 

Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Original Agreement shall, from and after the execution of this Amendment, refer to the Original Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Original Agreement (as amended hereby) and references in the Original Agreement to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to September 29, 2020.

 

3.5

Other Miscellaneous Terms.

 

The provisions of Article 9 (General Provisions) of the Original Agreement shall apply mutatis mutandis to this Amendment, and to the Original Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

 

[Remainder of this page intentionally left blank]

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	THL A21 LIMITED
	By	/s/ Huateng Ma
	Name:	Huateng Ma
	Title:	Director

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	TitanSupernova Limited
	By	/s/ Hongda Xiao
	Name:	Hongda Xiao
	Title:	Director

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	SOGOU INC.
	By	/s/ Bin Gao
	Name:	Bin Gao
	Title:	Chairman of the Special Committee

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	TENCENT MOBILITY LIMITED
	By	/s/ Huateng Ma
	Name:	Huateng Ma
	Title:	Director

 

Exhibit 12

 

 

AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT

 

This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT, dated as of July 19, 2021 (this “Amendment”), by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Buyer”), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Seller”), and (c) Sohu.com Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and the 100% parent of Seller (“Sohu”, and together with Seller, the “Seller Parties”).

 

WHEREAS, the parties hereto entered into that certain Share Purchase Agreement, dated as of September 29, 2020 (as amended by Amendment No. 1 thereto dated as of December 1, 2020, the “Original Agreement”);

 

WHEREAS, the parties hereto desire to amend Section 8.01(b) of the Original Agreement so as to extend the “Termination Date” to December 31, 2021;

 

WHEREAS, Section 9.09(a) of the Original Agreement provides that any provision of the Original Agreement may be amended if such amendment is in writing and is signed by each party to the Original Agreement;

 

NOW, THEREFORE, the parties hereto agree to amend the Original Agreement as follows:

 

1.

Definitions.

 

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Agreement.

 

2.

Amendments to the Original Agreement.

 

Section 8.01(b) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

 

“(b) by either Sohu or Buyer if the Closing has not been consummated on or before December 31, 2021 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the primary cause of, or primarily resulted in, the Closing not occurring on or prior to the Termination Date;”

 

3.

Miscellaneous.

 

3.1

No Further Amendment.

 

The parties hereto agree that all other provisions of the Original Agreement shall, subject to Section 2, continue unmodified, in full force and effect and constitute legal and binding

 

obligations of the parties in accordance with their terms. This Amendment forms an integral and inseparable part of the Original Agreement.

 

3.2

Representations and Warranties of the Seller Parties.

 

Each of the Seller Parties, jointly and severally, represents and warrants to Buyer that:

 

(a)       Each of the Seller Parties has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by the Seller Parties have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Seller Parties are necessary to authorize the execution and delivery of this Amendment.

 

(b)       This Amendment has been duly and validly executed and delivered by the Seller Parties and, assuming the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of the Seller Parties, enforceable against the Seller Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.

 

3.3

Representations and Warranties of Buyer.

 

Buyer represents and warrants to the Seller Parties that:

 

(a)       Buyer has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by Buyer have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution and delivery of this Amendment.

 

(b)       This Amendment has been duly and validly executed and delivered by Buyer and, assuming due authorization, execution and delivery by the Seller Parties, constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.

 

3.4

References.

 

Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Original Agreement shall, from and after the execution of this Amendment, refer to the Original Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Original Agreement (as amended hereby) and references in the Original Agreement to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to September 29, 2020.

 

3.5

Other Miscellaneous Terms.

 

The provisions of Article 9 (Miscellaneous) of the Original Agreement shall apply mutatis mutandis to this Amendment, and to the Original Agreement as modified by this

 

Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

 

[Remainder of this page intentionally left blank]

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

TITANSUPERNOVA LIMITED
By:	/s/ Hongda Xiao
	Name: Hongda Xiao
	Title: Director

 

 

 

 

[Signature Page to Amendment No. 2 to Share Purchase Agreement]

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

SOHU.COM LIMITED
By:	/s/ Charles Zhang
	Name: Charles Zhang
	Title: Chief Executive Officer

 

 

 

SOHU.COM (SEARCH) LIMITED
By:	/s/ Xiufeng Deng
	Name: Xiufeng Deng
	Title: Director

 

 

 

 

[Signature Page to Amendment No. 2 to Share Purchase Agreement]

 

 

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