SEC Form SC 13G filed by Endeavor Group Holdings Inc.
$EDR
Services-Misc. Amusement & Recreation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Endeavor Group Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
29260Y109
(CUSIP Number)
October 31, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
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1.
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NAMES OF REPORTING PERSONS
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Troluce Special Opportunities II, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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8,126,383
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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8,126,383
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,126,383
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.6%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1.
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NAMES OF REPORTING PERSONS
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Troluce Nexus Fund LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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7,323,617
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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7,323,617
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,323,617
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.4%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1.
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NAMES OF REPORTING PERSONS
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Troluce Capital Advisors, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Puerto Rico
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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15,450,000
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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15,450,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,450,000
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1.
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NAMES OF REPORTING PERSONS
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Jared R. Dubin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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15,450,000
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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15,450,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,450,000
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1(a).
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Name of Issuer:
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Endeavor Group Holdings, Inc. (“Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210
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Item 2(a).
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Name of Persons Filing:
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The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
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Troluce Special Opportunities II, LP, a Delaware limited partnership (“Special Opportunities II”);
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Troluce Nexus Fund LP, a Cayman Islands exempted limited partnership (“Nexus Fund”);
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Troluce Capital Advisors, LLC, a Puerto Rico limited liability company (“Troluce Capital”); and
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Jared R. Dubin, a United States citizen (“Mr. Dubin”).
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business address of each of the Reporting Persons is Vista Plaza, Suite 204, Calle C, Lots 81-82, Dorado, PR 00646.
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Item 2(c).
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Citizenship:
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Special Opportunities II is a Delaware limited partnership. Nexus Fund is a Cayman Islands exempted limited partnership. Troluce Capital is a Puerto Rico limited
liability company. Mr. Dubin is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, par value $0.00001 per share (the “Common Stock”)
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Item 2(e).
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CUSIP Number:
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29260Y109
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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As of October 31, 2024, Special Opportunities II beneficially owned 8,126,383 shares of Common Stock.
As of October 31, 2024, Nexus Fund beneficially owned 7,323,617 shares of Common Stock.
Troluce Capital, as the investment manager of Special Opportunities II and Nexus Fund, may be deemed to have beneficially owned 15,450,000 shares of Common Stock,
comprised of the 8,126,383 shares of Common Stock beneficially owned by Special Opportunities II and the 7,323,617 shares of Common Stock beneficially owned by Nexus Fund.
Mr. Dubin, as the managing member of Troluce Capital, may be deemed to have beneficially owned the 15,450,000 shares of Common Stock beneficially owned
by Troluce Capital.
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(b)
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Percent of Class:
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The following percentage is based on 306,795,376 shares of Common Stock outstanding as of July 31, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 8, 2024.
As of October 31, 2024, the Reporting Persons may be deemed to have beneficially owned approximately 5.0% of the outstanding Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Cover Pages Items 5-8.
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(ii)
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Shared power to vote or to direct the vote:
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See Cover Pages Items 5-8.
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(iii)
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Sole power to dispose or to direct the disposition:
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See Cover Pages Items 5-8.
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(iv)
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Shared power to dispose or to direct the disposition:
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See Cover Pages Items 5-8.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit A.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this
statement is true, complete, and correct.
Dated: November 1, 2024
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TROLUCE SPECIAL OPPORTUNITIES II, LP
By: Troluce Capital Advisors, LLC, its investment manager
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By:
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/s/ Jared R. Dubin
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Jared R. Dubin, Managing Member
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TROLUCE NEXUS FUND LP
By: Troluce Capital Advisors, LLC, its investment manager
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By:
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/s/ Jared R. Dubin
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Jared R. Dubin, Managing Member
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TROLUCE CAPITAL ADVISORS, LLC
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By:
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/s/ Jared R. Dubin
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Jared R. Dubin, Managing Member
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/s/ Jared R. Dubin
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JARED R. DUBIN
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Endeavor Group Holdings, Inc. dated as of October
31, 2024, is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as
amended.
Dated: November 1, 2024
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TROLUCE SPECIAL OPPORTUNITIES II, LP
By: Troluce Capital Advisors, LLC, its investment manager
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By:
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/s/ Jared R. Dubin
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Jared R. Dubin, Managing Member
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TROLUCE NEXUS FUND LP
By: Troluce Capital Advisors, LLC, its investment manager
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By:
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/s/ Jared R. Dubin
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Jared R. Dubin, Managing Member
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TROLUCE CAPITAL ADVISORS, LLC
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By:
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/s/ Jared R. Dubin
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Jared R. Dubin, Managing Member
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/s/ Jared R. Dubin
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JARED R. DUBIN
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