Borse Dubai Ltd. Ups Nasdaq Stake to 14.9%

TL;DR

Borse Dubai now owns 14.9% of Nasdaq, Inc. - filing amended.

AI Summary

Borse Dubai Ltd. has amended its Schedule 13D filing regarding its ownership of Nasdaq, Inc. As of March 11, 2024, Borse Dubai Ltd. reported beneficial ownership of 26,600,000 shares of Nasdaq, Inc. common stock, representing approximately 14.9% of the outstanding shares. This filing is an amendment, indicating a change in their holdings or intentions.

Why It Matters

This filing indicates a significant ownership stake by Borse Dubai Ltd. in Nasdaq, Inc., which could influence corporate governance and strategic decisions at the exchange operator.

Risk Assessment

Risk Level: medium — Significant ownership changes by a major entity like Borse Dubai can introduce volatility and uncertainty regarding future strategic moves.

Key Numbers

• 26,600,000 — Shares Owned (Beneficial ownership reported by Borse Dubai Ltd.)
• 14.9% — Ownership Percentage (Represents Borse Dubai Ltd.'s stake in Nasdaq, Inc.)

Key Players & Entities

• Borse Dubai Ltd. (company) — Reporting entity
• Nasdaq, Inc. (company) — Subject company
• Khalifa Al Daboos (person) — Associated with Investment Corporation of Dubai
• 26,600,000 (dollar_amount) — Number of shares beneficially owned
• 14.9% (dollar_amount) — Percentage of outstanding shares owned
• March 11, 2024 (date) — Date of filing amendment

FAQ

Key Financial Figures

• $0.01 — , Inc. (Name of issuer) Common Stock, $0.01 par value per share (Title of class of

Filing Documents

• ef20022496_sc13da.htm (SC 13D/A) — 97KB
• ef20022496_ex7-13.htm (EX-7.13) — 109KB
• ef20022496_ex7-14.htm (EX-7.14) — 247KB
• ef20022496_ex7-15.htm (EX-7.15) — 105KB
• ef20022496_ex99-1.htm (EX-99.1) — 5KB
• image0.jpg (GRAPHIC) — 495KB
• 0001140361-24-012544.txt ( ) — 1246KB

of the Schedule 13D is hereby amended and restated in its entirety to read as follows

Item 1 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: This Schedule 13D/A relates to the Shares of the Issuer. The principal executive offices of the Issuer are located at 151 West 42nd Street, New York, New York 10036. Item 2. Identity and Background

of the Schedule 13D is hereby amended and restated in its entirety to read as follows

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: This Schedule 13D/A is being filed jointly by Investment Corporation of Dubai, a company established by decree under Law No.(11) of 2006 (" ICD ") and Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number 0447 (" Borse Dubai ") (together, the " Reporting Persons "). ICD's principal business is to act as the principal investment arm of the Government of Dubai. Borse Dubai's principal business purpose is to act as a holding company for investments in stock exchanges, which includes 80.72% ownership of the Dubai Financial Market, a public joint stock company incorporated in the Emirate of Dubai, United Arab Emirates (" UAE "), pursuant to decree No. 62 for the year 2007 issued by the Ministry of Economy on February 6, 2007 and is subject to the provisions of the UAE Federal Law No. 8 for the year 1984 and its amendments and 33.33% ownership of Nasdaq Dubai, a company registered in the Dubai International Financial Centre with registrations number 0009 (" Nasdaq Dubai "). In addition, Dubai Financial Market owns 66.67% of Nasdaq Dubai. The address of ICD's principal business and principal office is One Za'abeel The Offices, Tower A, Za'abeel First, Dubai, United Arab Emirates. The address of Borse Dubai's principal business and principal office is P.O. Box 506690, Level 8, The Exchange, Dubai International Financial Centre, Dubai, United Arab Emirates. During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, are or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities la

of the Schedule 13D is hereby supplemented by adding the following at the end thereof

Item 3 of the Schedule 13D is hereby supplemented by adding the following at the end thereof: On August 26, 2022, the Issuer completed a 3-for-1 stock split of its common stock in the form of a stock dividend to its shareholders (the " Stock Split "). Under the terms of the Stock Split, Borse Dubai received an additional 59,261,030 Shares, representing a dividend of two Shares for every Share it held as of the record date of August 12, 2022, as a result of which it became the direct beneficial owner of 89,341,545 Shares. There was no payment of any monetary consideration or other affirmative act on the part of Borse Dubai for such Shares it received pursuant to the Stock Split, and the consideration for such Shares consisted solely of the Shares of the Issuer already held by Borse Dubai. Item 5. Interest in Securities of the Issuer (a) and (b) Paragraphs (a) and (b) of the Schedule 13D are hereby amended and restated in their entirety as follows: Reporting Person Number of Shares With Sole Voting and/or Sole Dispositive Power Number of Shares With Shared Voting and/or With Shared Dispositive Power Aggregate Number of Shares Beneficially Owned Percentage of Class Beneficially Owned Investment Corporation of Dubai 0 89,341,545 with Shared Voting Power 89,341,545 with Shared Dispositive Power 89,341,545 (all of which are directly held by Borse Dubai) 15.53% (all of which are held by Borse Dubai) Borse Dubai 0 89,341,545 with Shared Voting Power 89,341,545 with Shared Dispositive Power 89,341,545 15.53% The percentage of the class of securities identified herein is based on 575,206,570 Shares outstanding as of February 13, 2024, as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2024. ICD's beneficial ownership includes 89,341,545 Shares held by Borse Dubai, a wholly-owned subsidiary of ICD. Borse Dubai's total aggregate beneficial ownership reported herein is s

of the Schedule 13D is hereby supplemented by adding the following at the end thereof

Item 6 of the Schedule 13D is hereby supplemented by adding the following at the end thereof: HSBC Pledge Agreement On May 19, 2021, Borse Dubai and HSBC Bank USA, National Association entered into the HSBC Pledge Agreement granting a first priority security interest 39,841,545 Shares held by Borse Dubai, among other collateral, to HSBC Bank USA, National Association (as security agent) in connection with Borse Dubai's obligations under the HSBC Facility Agreement. DIB Pledge Agreement On January 9, 2023, Borse Dubai and Dubai Islamic Bank PJSC entered into the DIB Pledge Agreement granting a first priority security interest 33,000,000 Shares held by Borse Dubai, among other collateral, to Dubai Islamic Bank PJSC (as security agent) in connection with Borse Dubai's obligations under the DIB Murabaha Agreement. ADCB Pledge Agreement On October 24, 2023, Borse Dubai and Abu Dhabi Commercial Bank PJSC entered into the ADCB Pledge Agreement granting a first priority security interest 16,500,000 Shares held by Borse Dubai, among other collateral, to Abu Dhabi Commercial Bank PJSC (as security agent) in connection with Borse Dubai's obligations under the ADCB Facility Agreement. The foregoing descriptions of the HSBC Pledge Agreement, the DIB Pledge Agreement and the ADCB Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the respective agreements, which are filed as Exhibit 7.13, 7.14 and 7.15, respectively, and incorporated herein by reference. Item 7. Material to be Filed as Exhibits

of the Schedule 13D is hereby supplemented by the following

Item 7 of the Schedule 13D is hereby supplemented by the following: Exhibit No. Description 7.13 HSBC Pledge Agreement dated as of May 19, 2021 between Borse Dubai Limited and HSBC Bank USA, National Association (filed herewith). 7.14 DIB Pledge Agreement dated as of January 9, 2023 between Borse Dubai Limited and Dubai Islamic Bank PJSC (filed herewith). 7.15 ADCB Pledge Agreement dated as of October 24, 2023 between Borse Dubai Limited and Abu Dhabi Commercial Bank PJSC (filed herewith). 99.1 Joint Filing Agreement among Investment Corporation of Dubai and Borse Dubai Limited dated as of March 11, 2024 (filed herewith). SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 11, 2024 INVESTMENT CORPORATION OF DUBAI By: /s/ Khalifa Al Daboos Name: Khalifa Al Daboos Title: Deputy CEO BORSE DUBAI LIMITED By: /s/ Essa Kazim Name: Essa Kazim Title: Chairman

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View this SC 13D/A filing on SEC EDGAR