Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting persons 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.

  NAME OF REPORTING PERSONS

  PayU Fintech Investments B.V. (PayU)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Netherlands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  37,341,745⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  37,341,745⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  37,341,745⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.8% ⁽²⁾

  TYPE OF REPORTING PERSON

  CO

Represents shares directly held by PayU and indirectly held by Prosus N.V. (Prosus) and Naspers Ltd. (Naspers). PayU is a wholly owned subsidiary of MIH Fintech Holdings B.V., which in turn is a wholly owned subsidiary of MIH e-Commerce Holdings B.V., which in turn is a wholly owned subsidiary of MIH Internet Holdings B.V., which is in turn a wholly owned subsidiary of Prosus, which is a majority-owned subsidiary of Naspers. PayU is controlled by Prosus and Naspers, which share voting and dispositive control over the shares held by PayU. Naspers owns 73.4% of the voting rights of Prosus. Naspers employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk (Nasbel) and Keeromstraat 30 Beleggings (RF) Beperk (Keerom), the sole remit of which is to protect the continued independence of Naspers. Nasbel and Keerom hold ordinary shares of Naspers that respectively represent approximately 33.8% and 21.2% of the voting rights in respect of all Naspers shares. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons. Laurent Le Moal, a member of board of directors of the Issuer, is the Chief Executive Officer of PayU, but has no voting or dispositive control over the shares held by PayU.

The percentage ownership is based on 164,106,480 shares outstanding as of November 9, 2021, as reported in the Issuers (as defined below) Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  Naspers Ltd (Naspers)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Republic of South Africa

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  37,341,745⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  37,341,745⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  37,341,745⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.8% ⁽²⁾

  TYPE OF REPORTING PERSON

  CO

Represents shares directly held by PayU and indirectly held by Prosus and Naspers Ltd.. PayU is a wholly owned subsidiary of MIH Fintech Holdings B.V., which in turn is a wholly owned subsidiary of MIH e-Commerce Holdings B.V., which in turn is a wholly owned subsidiary of MIH Internet Holdings B.V., which is in turn a wholly owned subsidiary of Prosus, which is a majority-owned subsidiary of Naspers. PayU is controlled by Prosus and Naspers, which share voting and dispositive control over the shares held by PayU. Naspers owns 73.4% of the voting rights of Prosus. Naspers employs a differential voting structure involving two South African entities, Nasbel and Keerom, the sole remit of which is to protect the continued independence of Naspers. Nasbel and Keerom hold ordinary shares of Naspers that respectively represent approximately 33.8% and 21.2% of the voting rights in respect of all Naspers shares. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons.

The percentage ownership is based on 164,106,480 shares outstanding as of November 9, 2021, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 12, 2021.

  NAME OF REPORTING PERSONS

  Prosus N.V. (Prosus)

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Netherlands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  37,341,745⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  37,341,745⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  37,341,745⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  22.8% ⁽²⁾

  TYPE OF REPORTING PERSON

  CO

Represents shares directly held by PayU and indirectly held by Prosus and Naspers Ltd.. PayU is a wholly owned subsidiary of MIH Fintech Holdings B.V., which in turn is a wholly owned subsidiary of MIH e-Commerce Holdings B.V., which in turn is a wholly owned subsidiary of MIH Internet Holdings B.V., which is in turn a wholly owned subsidiary of Prosus, which is a majority-owned subsidiary of Naspers. PayU is controlled by Prosus and Naspers, which share voting and dispositive control over the shares held by PayU. Naspers owns 73.4% of the voting rights of Prosus. Naspers employs a differential voting structure involving two South African entities, Nasbel and Keerom, the sole remit of which is to protect the continued independence of Naspers. Nasbel and Keerom hold ordinary shares of Naspers that respectively represent approximately 33.8% and 21.2% of the voting rights in respect of all Naspers shares. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Common Stock owned by the Reporting Persons.

The percentage ownership is based on 164,106,480 shares outstanding as of November 9, 2021, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 12, 2021.

NAME OF ISSUER

ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES

CITIZENSHIP

TITLE OF CLASS OF SECURITIES

CUSIP NUMBER

Not applicable.

OWNERSHIP

Amount beneficially owned:

Percent of Class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATION.

Exhibit

Exhibit A: Agreement of Joint Filing