Form SCHEDULE 13D/A Amer Sports, Inc. Filed by: Tencent Holdings Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Amer Sports, Inc. (Name of Issuer) |
Ordinary shares, par value EUR 0.0300580119630888 per share (Title of Class of Securities) |
(CUSIP Number) |
Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai Hong Kong, K3, HK 85231485100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/20/2026 (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
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| CUSIP No. |
| 1 |
Name of reporting person
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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,794,146.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Number of shares represents (i) 13,871,069 Ordinary Shares of the Issuer (each as defined below) held by Huang River Investment Limited ("Huang River"), a wholly-owned subsidiary of Tencent (as defined below); and (ii) 1,923,077 Ordinary Shares of the Issuer held by Bright Adventure Holding Limited ("Bright Adventure"), an entity controlled by Tencent.
(2) The percentage is calculated based on 581,822,024 Ordinary Shares of the Issuer issued and outstanding as of March 20, 2026 as reported in the current report on Form 6-K filed with the United States Securities and Exchange Commission by the Issuer on April 1, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value EUR 0.0300580119630888 per share | |
| (b) | Name of Issuer:
Amer Sports, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman,
CAYMAN ISLANDS
, KY1-1111. | |
Item 1 Comment:
Introduction
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission by Tencent Holdings Limited, a Cayman Islands company ("Tencent") on February 9, 2024 (as amended to date, the "Statement"), in respect of the ordinary shares, par value EUR0.0300580119630888 per share (the "Ordinary Shares"), of Amer Sports, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer"). The Issuer's Ordinary Shares are listed on the New York Stock Exchange under the symbol "AS." Capitalized terms used herein without definition shall have the meaning set forth in the Statement. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented by adding the following:
Disposal of Ordinary Shares
In August 2026, Mount Jiuhua Investment Limited, a wholly-owned subsidiary of Tencent, transferred all the Ordinary Shares of the Issuer held by it to Huang River through an internal transfer.
On August 20, 2026, Huang River sold an aggregate of 13,871,070 Ordinary Shares and Bright Adventure sold an aggregate of 1,923,076 Ordinary Shares through block trades in the open market at a weighted average price of US$33.86 per Ordinary Share.
General
Tencent acquired the securities described in the Statement for investment purposes and it intends to review its investments in the Issuer on a continuing basis. Any actions Tencent might undertake may be made at any time and from time to time without prior notice and will be dependent upon Tencent's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Tencent may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, Tencent may engage in discussions with management, the board of directors of the Issuer, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors of the Issuer.
Other than as described above, Tencent does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, Tencent may change its purpose or formulate different plans or proposals with respect thereto at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) - (b)
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
Items 7 through 11 and Item 13 of the cover page of the Statement are incorporated herein by reference.
As of the date hereof, after taking into account the transactions as disclosed in Item 4 above, Tencent may be deemed to beneficially own, and deemed to have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition, of an aggregate of 15,794,146 Ordinary Shares, consisting of 13,871,069 Ordinary Shares held of record by Huang River and 1,923,077 Ordinary Shares held of record by Bright Adventure, representing an aggregate of approximately 2.7% of the total issued and outstanding Ordinary Shares.
The beneficial ownership percentage above is calculated based on 581,822,024 Ordinary Shares issued and outstanding as of March 20, 2026 as reported in the current report on Form 6-K filed with the United States Securities and Exchange Commission by the Issuer on April 1, 2026.
To the best knowledge of Tencent, none of the Related Persons beneficially owns any Ordinary Shares. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as described in Item 4 above, none of Tencent, or to the best knowledge of Tencent, any of the Related Persons has effected any transactions in the Ordinary Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Tencent ceased to be the beneficial owner of more than five percent of the Ordinary Shares on August 20, 2026. | |
| 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.
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