Juweel Investors Amends GBTG Stake, Updates Ownership Disclosure

TL;DR

**Juweel Investors just updated their GBTG ownership, watch for potential stock movement.**

AI Summary

Juweel Investors (SPC) Ltd filed an amendment to their Schedule 13D on January 16, 2024, indicating a change in their beneficial ownership of Global Business Travel Group, Inc. Class A Common Stock. This amendment, dated January 11, 2024, updates previous disclosures regarding their stake in the company. This matters to investors because significant changes in ownership by large institutional investors like Juweel can signal shifts in confidence or strategic intent, potentially influencing stock price and future company direction.

Why It Matters

Changes in major investor holdings can signal confidence or concern, potentially impacting stock valuation and future strategic decisions for Global Business Travel Group, Inc.

Risk Assessment

Risk Level: medium — While not inherently negative, a change in a major investor's position introduces uncertainty regarding their future intentions and potential impact on the stock.

Analyst Insight

Investors should monitor subsequent filings from Juweel Investors (SPC) Ltd to understand the nature of the change in their beneficial ownership and assess any potential strategic implications for Global Business Travel Group, Inc.

Key Players & Entities

• Juweel Investors (SPC) Ltd (company) — the entity filing the SC 13D/A amendment
• Global Business Travel Group, Inc. (company) — the subject company whose stock is being reported
• Thomas F. LaMacchia (person) — person authorized to receive notices for Juweel Investors
• Gregory A. Schernecke, Esq. (person) — legal counsel for Juweel Investors from Dechert LLP
• $0.0001 (dollar_amount) — par value per share of Class A Common Stock

Forward-Looking Statements

• Juweel Investors (SPC) Ltd will continue to be a significant shareholder in Global Business Travel Group, Inc. (Juweel Investors (SPC) Ltd) — high confidence, target: 2025-01-16
• Further amendments to this Schedule 13D will be filed if Juweel Investors' beneficial ownership significantly changes. (Juweel Investors (SPC) Ltd) — high confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securiti

Filing Documents

• tm243277d1_sc13da.htm (SC 13D/A) — 33KB
• 0001104659-24-004095.txt ( ) — 35KB

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended by

Item 4 of the Schedule 13D is hereby amended by adding the following: The responses to Items 5 and 6 of this Amendment and to Items 2 and 3 of the Schedule 13D are incorporated into this Item 4 by reference. On January 11, 2024, pursuant to a pro rata redemption and exchange transaction between the Reporting Person, on the one hand, and all of its members, on the other hand (the “ Repurchase and Exchange Agreement ”), the Reporting Person has repurchased the common shares in the capital of the Reporting Person held by each of its members in exchange for the transfer by the Reporting Person to its members of all of its interests in the Issuer and JerseyCo. (together with all rights applicable to such transferred shares under the Registration Rights Agreement).

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Original Schedule 13D is hereby

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as set forth below: The responses to Items 4 and 6 of this Amendment and to Items 2 and 3 of the Schedule 13D are incorporated into this Item 5 by reference. (a), (b) The Reporting Person does not beneficially own any securities of the Issuer. (c) Pursuant to the Repurchase and Exchange Agreement, the Reporting Person distributed to each of its members (i) all previously reported shares of Class A Common Stock and (ii) all of its interests in JerseyCo. (d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person. (e) After giving effect to the transactions contemplated by the Repurchase and Exchange Agreement, the Reporting person ceased to be the beneficial owner if more than five percent of the Common Stock. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Original Schedule 13D is hereby

Item 6 of the Original Schedule 13D is hereby amended by adding the following: The responses to Items 4 and 5 of this Amendment are incorporated into this Item 6 by reference. As reported previously, the Reporting Person previously entered into a Shareholders Agreement, dated as of May 27, 2022 (as further clarified by those certain letters dated November 17, 2022, and July 10, 2023, the “ Shareholders Agreement ”) with the Issuer, JerseyCo, American Express Travel Holdings Netherlands Coöperatief U.A. and Expedia. The Reporting Person has since distributed all of its equity interests in the Issuer and JerseyCo to its members, including Q.H. Travel LP (“ QIA ”). On January 11, 2024, the Issuer entered into an amended and restated Shareholders Agreement (the “ Amended and Restated Shareholders Agreement ”) with JerseyCo, American Express International, Inc. (“ Amex HoldCo. ”), Expedia and QIA, pursuant to which, among other things, the Reporting Person was removed as a party to the Shareholders Agreement and QIA was made subject to certain obligations and provided with certain rights previously provided to the Reporting Person. On January 11, 2024, the Issuer also entered into a letter agreement with JerseyCo, the Reporting Person, Amex HoldCo., Expedia, QIA and the Reporting Person’s other members (the “ Specified Juweel Investors ”), pursuant to which the Specified Juweel Investors agreed to be bound by certain restrictive covenants in the Shareholders Agreement as if they were a party thereto (the “ Letter Agreement ”). The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Amended and Restated Shareholders Agreement and the Letter Agreement, filed herewith as Exhibits 1 and 2, respectively, and incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit Description 1. Amended and Restated Shareholders Agreement, dated as of January 11, 2024, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, Inc., EG Corporate Travel Holdings LLC, QH Travel LP and Juweel Investors (SPC) Limited (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on January 12, 2024). 2. Letter Agreement, dated as of January 11, 2024, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, Inc., EG Corporate Travel Holdings LLC, QH Travel LP, Juweel Investors (SPC) Limited and the Specified Juweel Investors (as defined therein) (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed with the SEC on January 12, 2024).

SIGNATURES

SIGNATURES 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: January 16, 2024 /s/ Thomas F. LaMacchia Thomas F. LaMacchia Authorized Signatory, Juweel Investors (SPC) Ltd