SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Chau On

(Last)

(First)

(Middle)

ROOM 2506, PACIFIC PLACE APARTMENTS

PACIFIC PLACE, 88 QUEENSWAY, CENTRAL

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2021

3. Issuer Name and Ticker or Trading Symbol
Playtika Holding Corp. [ PLTK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	81,810,506	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. 40,905,253 of the total reported securities are beneficially owned directly by 8th Wonder Corporation, which is 100% owned by Trustworthy Group Ltd. Ms. On Chau (the "Reporting Person) is the sole shareholder of Trustworthy Group Ltd. 40,905,253 of the total reported securities are beneficially owned directly by Hotlink Investment Limited, which is 100% owned by Infinite Bandwidth Limited.

2. The Reporting Person is the sole shareholder of Infinite Bandwidth Limited. By virtue of the above, the Reporting Person beneficially owns 81,810,506 shares of common stock of the Issuer pursuant to a distribution agreement dated as of December 17, 2020 among, inter alios, Playtika Holding UK II Limited ("PHUKII"), 8th Wonder Corporation and Hotlink Investment Limited, which provides that PHUKII must transfer 81,810,506 shares of common stock of the Issuer in the aggregate to 8th Wonder Corporation and Hotlink Investment Limited within 70 calendar days after the first trading day of the common stock of the Issuer.

3. In connection with this transfer/distribution discussed in footnote 1, each of 8th Wonder Corporation and Hotlink Investment Limited will enter into a lock-up agreement, pursuant to which they have each agreed that, for a period of 365 days beginning on January 14, 2021, the Issuer's common stock cannot be sold without the prior written consent of Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives of the underwriters of the Issuer's initial public offering, provided that 50% of the Issuer's common stock held by each of 8th Wonder Corporation and Hotlink Investment Limited will be automatically released from such restrictions immediately after a period of 180 days beginning on January 14, 2021.

Remarks:

The beneficial ownership of the shares of Common Stock reported herein exceeds 10%, based on the issuer's most recently announced number of shares of Common Stock outstanding.

	/s/ On Chau	01/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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