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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001341004-24-000066 0001704268 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.00001 per share 03/24/2025 false 0001766363 29260Y109 Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor Beverly Hills CA 90210 Mubadala Investment Co. PJSC 97124130000 Attn: Treasury and Investor Relations P.O. Box 45005 Abu Dhabi C0 00000 0001704268 N Mubadala Investment Company PJSC OO N C0 0 0 0 0 0 N 0 CO 0001419351 N Mamoura Diversified Global Holding PJSC OO N C0 0 0 0 0 0 N 0 CO Class A Common Stock, par value $0.00001 per share Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor Beverly Hills CA 90210 This Amendment No. 1 (the "Amendment No. 1") to the Schedule 13D (the "Schedule 13D") is being filed to amend the Schedule 13D as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on April 9, 2024, with respect to the Class A common stock, par value $0.00001 per share (the "Class A Common Stock") of Endeavor Group Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. Except as set forth below, all previous Items and disclosures set forth in the Schedule 13D remain unchanged. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On March 24, 2025, the previously announced acquisition of the Issuer was completed pursuant to the terms of the Merger Agreement. At the Company Merger Effective Time, each share of the Issuer's Class A Common Stock outstanding immediately prior to the Company Merger Effective Time (subject to certain exceptions, including (i) (a) shares of Common Stock owned by the Issuer or its subsidiaries, (b) shares of Common Stock owned by the Parent Entities or any of their respective direct or indirect wholly owned subsidiaries, or, any affiliate of the Parent Entities designated in writing by the Parent Entities to the Issuer at least two business days prior to the Company Merger Effective Time and (c) shares of Issuer Class X common stock, par value $0.00001 per share and Class Y common stock, par value $0.00001 per share issued and outstanding immediately prior to the Company Merger Effective Time, (ii) the shares that have been agreed to rollover in the transaction in accordance with the Merger Agreement and (iii) shares of Common Stock owned by stockholders of the Issuer who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) were automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes. As a result of the Transactions, the Class A Common Stock will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange ("NYSE") and the Issuer will cease to be a publicly traded company. On March 24, 2025, NYSE filed an application on Form 25 with the SEC to withdraw registration of the Class A Common Stock under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25, or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Issuer's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference. As of the date of this Amendment No. 1, the Reporting Persons do not beneficially own any Class A Common Stock. As of the date of this Amendment No. 1, the Reporting Persons do not beneficially own any Class A Common Stock. Except as otherwise described herein, none of the Reporting Persons has effected any transactions in shares of Class A Common Stock during the past 60 days. Not applicable. At the Company Merger Effective Time, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Class A Common Stock. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference. Mubadala Investment Company PJSC /s/ Samer Halawa Samer Halawa, Chief Legal Officer 03/26/2025 Mamoura Diversified Global Holding PJSC /s/ Samer Halawa Samer Halawa, Chief Legal Officer 03/26/2025