SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 1)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) for other parties to whom copies are to be sent.

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 (the “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	Based on 146,496,265 common shares issued and outstanding, as reported by Amaya Inc. in its Management’s Discussion and Analysis for the three months ended March 31, 2017, as furnished to the SEC on May 12, 2017 as Exhibit 99.3 to its Form 6-K.

 

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2	Based on 146,496,265 common shares issued and outstanding, as reported by Amaya Inc. in its Management’s Discussion and Analysis for the three months ended March 31, 2017, as furnished to the SEC on May 12, 2017 as Exhibit 99.3 to its Form 6-K.

INTRODUCTORY NOTE

This amendment No. 1 (“Amendment No. 1”) to Schedule 13D is filed jointly by Discovery Key Investments Limited (“Buyer”), a British Virgin Islands company, and Tang Hao (“Mr. Tang”), a citizen of the People’s Republic of China (each, a “Reporting Person” and collectively, the “Reporting Persons”), with respect to the common shares, no par value (“Common Shares”), of Amaya Inc., a corporation incorporated under the laws of Quebec, Canada (the “Issuer” or “Amaya”), pursuant to their Joint Filing Agreement dated as of April 10, 2017, filed with the Schedule 13D as Exhibit 1 and incorporated herein by reference.

This Amendment No. 1 amends and supplements the statement on Schedule 13D filed on behalf of Discovery Key Investments Limited and Tang Hao with the United States Securities and Exchange Commission (the “SEC”) on April 10, 2017 (as amended and supplemented to date, the “Original Schedule 13D”). Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D.

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:

(a) Buyer is a company organized under the laws of the British Virgin Islands. The sole director of Buyer is Mr. Tang.

(b) The address of the principal business and principal office of each of the Reporting Persons is 18/F, Three Exchange Square, Connaught Place, Central, Hong Kong.

(c) The principal business of Discovery Key Investments Limited is engaging in the business of investment holdings. Mr. Tang’s principal occupation is serving as the director of Discovery Key Investments Limited and is the control person of Goldenway Capital Management Ltd., a company incorporated under the laws of Cayman Islands and engaging in investment management.

(d) Neither Buyer nor Mr. Tang has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither Buyer nor Mr. Tang has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On June 2, 2017, Buyer purchased 500,000 Common Shares of the Issuer in the open market at an average price of CAD23.52 per share for an aggregate purchase price of CAD11,757,650, all of which was funded through working capital of Buyer. As of the date hereof, all of these Common Shares are held in the name of Buyer.

On June 5, 2017, Buyer purchased 800,800 Common Shares of the Issuer in the open market at an average price of CAD23,59 per share for an aggregate purchase price of CAD18,894,796, all of which was funded through working capital of Buyer. As of the date hereof, all of these Common Shares are held in the name of Buyer.

On June 6, 2017, Buyer purchased 182,900 Common Shares of the Issuer in the open market at an average price of CAD23.95 per share for an aggregate purchase price of CAD4,380,254, all of which was funded through working capital of Buyer. As of the date hereof, all of these Common Shares are held in the name of Buyer.

On June 7, 2017, Buyer purchased 616,300 Common Shares of the Issuer in the open market at an average price of CAD23.84 per share for an aggregate purchase price of CAD14,690,866, all of which was funded through working capital of Buyer. As of the date hereof, all of the Common Shares are held in the name of Buyer.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Buyer’s purchases of Common Shares of the Issuer in June 2017 were for investment purposes.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and replaced by the following:

(a) – (b):

(c)   Information concerning transactions in securities of the Issuer since April 10, 2017, the filing date of the Original Schedule 13D:

(d)   Not applicable.

(e)   Not applicable.

 

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3	Based on 146,496,265 common shares issued and outstanding, as reported by Amaya Inc. in its Management’s Discussion and Analysis for the three months ended March 31, 2017, as furnished to the SEC on May 12, 2017 as Exhibit 99.3 to its Form 6-K.

4	Average price for all purchases on the respective purchase date.

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.

Date:  June 8, 2017