[SCHEDULE 13D/A] Global Blue Group Holding AG SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 1 highlights: Tencent Holdings Ltd. and subsidiary Tencent Mobility Ltd. have completely divested their equity interest in Global Blue Group Holding AG. On 3 July 2025, Tencent Mobility sold 18,181,818 ordinary shares in a tender-style “Offer” at $7.50 per share, generating gross proceeds of roughly $136.4 million. A further 18,385 shares linked to an executive officer’s spouse were also sold at the same price. Following these transactions, the filing shows:

• Aggregate beneficial ownership: 0 shares (0 % of class)
• Sole/Shared voting power: 0
• Sole/Shared dispositive power: 0

This amendment replaces the initial Schedule 13D filed on 24 Feb 2025 and updates Item 4 (Purpose of Transaction) and Item 5 (Interest in Securities) to reflect the exit. Both reporting entities now certify that neither they nor any “Related Persons” hold Global Blue shares after the offer’s settlement.

Key take-aways for investors: the departure of a strategic shareholder of Tencent’s scale removes a concentrated ownership block and materially changes Global Blue’s share register. No rationale for the sale, future intentions, or post-transaction agreements is provided within the filing. The amendment is purely factual and does not include additional financial performance data.

Positive

• None.

Negative

• Major shareholder exit: Tencent sold 18.18 M Global Blue shares and now holds 0 %, removing a strategic investor from the register.
• Potential governance impact: Tencent’s complete loss of voting and dispositive power may reduce board-level support and strategic alignment.

Insights

Securities Analyst

TL;DR: Tencent sold its entire 18.18 M-share stake at $7.50, cutting ownership in Global Blue to 0 %—a material shareholder shift.

From a capital-markets perspective, the exit of a high-profile holder like Tencent is material because it removes a potential strategic partner and eliminates a large block of locked-up shares. The transaction size (≈$136 M) suggests Tencent was a top shareholder; its departure could influence market perception, governance dynamics and future capital-raising options. No information is given on board representation or standstill clauses, so immediate governance effects are unclear. Nonetheless, the filing clearly signals Tencent no longer has voting or economic exposure to Global Blue, which investors may interpret as reduced strategic support.

Corporate Governance Expert

TL;DR: Filing confirms Tencent’s ownership is now zero—board influence and strategic alignment likely diminished.

The amendment restates Items 4 and 5 to show complete divestment. Because Tencent previously held a meaningful position, its withdrawal could affect shareholder voting blocs and future governance negotiations. The lack of residual voting or dispositive power means Tencent cannot influence corporate actions. While increased free float can enhance liquidity, the sudden departure of a cornerstone investor often raises questions about long-term strategic confidence. The filing offers no mitigating agreements such as ongoing commercial partnerships. Overall, governance impact leans negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

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

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)

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)

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

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)

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)

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

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

FAQ

How many Global Blue (GB) shares did Tencent sell?

Tencent Mobility sold 18,181,818 ordinary shares at $7.50 per share on 3 July 2025.

What is Tencent’s current ownership percentage in Global Blue?

Post-sale, Tencent’s beneficial ownership is 0 % of the outstanding ordinary shares.

What was the total cash consideration received by Tencent?

The primary block sale generated approximately $136.4 million (18.18 M × $7.50).

Did any related parties sell Global Blue shares?

Yes. The spouse of Tencent executive James Gordon Mitchell sold 18,385 shares at $7.50 per share in the same offer.

Why did Tencent file a Schedule 13D/A amendment instead of a new filing?

The amendment updates the original 24 Feb 2025 Schedule 13D to reflect changes in ownership—specifically, Tencent’s divestiture and new 0 % stake.