Amendment: SEC Form SC 13D/A filed by Children's Place Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
The Children’s Place, Inc.
(Name of Issuer)
Common Shares, par value $0.10 per share
(Title of Class of Securities)
168905107
(CUSIP Number)
Turki Saleh A. AlRajhi
Muhammad Asif Seemab
Mithaq Capital SPC
c/o Synergy, Anas Ibn Malik Road
Al Malqa, Riyadh 13521
Saudi Arabia
+966 11 222 2210
with a copy to:
Richard M. Brand
Kiran S. Kadekar
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 13, 2024
(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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-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. |
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).
| CUSIP No. 168905107 | 13D |
| 1. |
Names of Reporting Persons Mithaq Capital SPC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. |
Source of Funds (See Instructions) WC | ||||
| 5. | Check Box 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 | |||
| 8. |
Shared Voting Power 7,001,787* | ||||
| 9. |
Sole Dispositive Power 0 | ||||
| 10. |
Shared Dispositive Power 7,001,787 * | ||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,787* | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. |
Percent of Class Represented by Amount in Row (11) 55.1%** | ||||
| 14. |
Type of Reporting Person (See Instructions) CO | ||||
* The Reporting Persons (as defined below) other than Snowball (as defined below) each beneficially owns an aggregate of 7,001,787 Common Shares, including the 1,000 Common Shares held directly by Snowball. These Common Shares represent approximately 55.1% of the outstanding Common Shares. Snowball beneficially owns 1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein are based upon the aggregate of 12,718,280 Common Shares outstanding as of September 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2024.
| CUSIP No. 168905107 | 13D |
| 1. |
Names of Reporting Persons Mithaq Global | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. |
Source of Funds (See Instructions) AF | ||||
| 5. | Check Box 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 | |||
| 8. |
Shared Voting Power 7,001,787* | ||||
| 9. |
Sole Dispositive Power 0 | ||||
| 10. |
Shared Dispositive Power 7,001,787* | ||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,787* | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. |
Percent of Class Represented by Amount in Row (11) 55.1%** | ||||
| 14. |
Type of Reporting Person (See Instructions) CO | ||||
* The Reporting Persons (as defined below) other than Snowball (as defined below) each beneficially owns an aggregate of 7,001,787 Common Shares, including the 1,000 Common Shares held directly by Snowball. These Common Shares represent approximately 55.1% of the outstanding Common Shares. Snowball beneficially owns 1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein are based upon the aggregate of 12,718,280 Common Shares outstanding as of September 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on September 11, 2024.
| CUSIP No. 168905107 | 13D |
| 1. |
Names of Reporting Persons Mithaq Capital | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. |
Source of Funds (See Instructions) AF | ||||
| 5. | Check Box 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 | |||
| 8. |
Shared Voting Power 7,001,787* | ||||
| 9. |
Sole Dispositive Power 0 | ||||
| 10. |
Shared Dispositive Power 7,001,787* | ||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,787* | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. |
Percent of Class Represented by Amount in Row (11) 55.1%** | ||||
| 14. |
Type of Reporting Person (See Instructions) CO | ||||
* The Reporting Persons (as defined below) other than Snowball (as defined below) each beneficially owns an aggregate of 7,001,787 Common Shares, including the 1,000 Common Shares held directly by Snowball. These Common Shares represent approximately 55.1% of the outstanding Common Shares. Snowball beneficially owns 1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein are based upon the aggregate of 12,718,280 Common Shares outstanding as of September 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on September 11, 2024.
| CUSIP No. 168905107 | 13D |
| 1. |
Names of Reporting Persons Turki Saleh A. AlRajhi | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. |
Source of Funds (See Instructions) AF | ||||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
| 6. |
Citizenship or Place of Organization Saudi Arabia | ||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 0 | |||
| 8. |
Shared Voting Power 7,001,787* | ||||
| 9. |
Sole Dispositive Power 0 | ||||
| 10. |
Shared Dispositive Power 7,001,787* | ||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 7,001,787* | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. |
Percent of Class Represented by Amount in Row (11) 55.1%** | ||||
| 14. |
Type of Reporting Person (See Instructions) IN | ||||
* The Reporting Persons (as defined below) other than Snowball (as defined below) each beneficially owns an aggregate of 7,001,7