Filing Details

Accession Number:
0001193125-23-036352
Form Type:
13G Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Blandford Mark
Company:
Gambling.com Group Limited
Filing Date:
2023-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Mark Blandford Not applicable 4,724,132 8,000,000 4,724,132 8,000,000 12,724,132 34.9%
Boatside Investments Limited Not applicable 0 8,000,000 0 8,000,000 8,000,000 21.9%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

GAMBLING.COM GROUP LIMITED

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G3R239 101

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (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).

 

 

 


     

CUSIP No. G3R239 101

Page 2 of 9

 

  1    

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Mark Blandford

 

  Not applicable

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

  SOLE VOTING POWER

 

  4,724,132. See Item 4.

   6  

  SHARED VOTING POWER

 

  8,000,000. See Item 4.

   7  

  SOLE DISPOSITIVE POWER

 

  4,724,132. See Item 4.

   8  

  SHARED DISPOSITIVE POWER

 

  8,000,000. See Item 4.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,724,132. See Item 4.

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  34.9%. See Item 4.

12  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN


     

CUSIP No. G3R239 101

Page 3 of 9

 

  1    

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Boatside Investments Limited

 

  Not applicable

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  England and Wales

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

  SOLE VOTING POWER

 

  0. See Item 4.

   6  

  SHARED VOTING POWER

 

  8,000,000. See Item 4.

   7  

  SOLE DISPOSITIVE POWER

 

  0. See Item 4.

   8  

  SHARED DISPOSITIVE POWER

 

  8,000,000. See Item 4.

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  8,000,000. See Item 4.

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  21.9%. See Item 4.

12  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO


     

CUSIP No. G3R239 101

Page 4 of 9

 

Item 1.

 

  (a)

Name of Issuer:

Gambling.com Group Limited (the Issuer)

 

  (b)

Address of Issuers Principal Executive Offices:

22 Grenville Street

St. Helier, Chanel Island of Jersey

JE4 8PX

 

Item 2.

 

  (a)

Name of Person Filing:

Mark Blandford

Boatside Investments Limited

(each a Reporting Person and collectively, the Reporting Persons). This Schedule 13G is being filed pursuant to a Joint Filing Agreement (the Joint Filing Agreement), attached hereto as Exhibit 1.

 

  (b)

Address of Principal Business Office or, if None, Residence:

c/o Gambling.com Group Limited

22 Grenville Street

St. Helier, Channel Island of Jersey

JE4 8PX

 

  (c)

Citizenship:

See the responses to Item 4 of the attached cover pages.

 

  (d)

Title of Class of Securities:

Ordinary Shares, no par value (Ordinary Shares)

 

  (e)

CUSIP Number:

G3R239 101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);


     

CUSIP No. G3R239 101

Page 5 of 9

 

(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percent of the class of securities of the Issuer identified in Item 1.

 

  (a)

Amount beneficially owned: See Item 4(b) below.

 

  (b)

Number and percent of Ordinary Shares beneficially owned as of December 31, 2022 by each Reporting Person:

 

Reporting Person    Number of
Shares
     Percentage
of Class
 

Mark Blandford

     12,724,132        34.9 %(1) 

Boatside Investments Limited

     8,000,000        21.9 %(1) 

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote. Number of Ordinary Shares beneficially owned as of December 31, 2022, as to which each Reporting Person has sole power to vote or direct the vote:

 

Reporting Person    Number  

Mark Blandford

     4,724,132  

Boatside Investments Limited

     0  

 

(ii)

Shared power to vote or to direct the vote. Number of Ordinary Shares beneficially owned as of December 31, 2022, as to which each Reporting Person has shared power to vote or direct the vote:

 

Reporting Person    Number  

Mark Blandford(2)

     8,000,000  

Boatside Investments Limited

     8,000,000  

     

CUSIP No. G3R239 101

Page 6 of 9

 

(iii)

Sole power to dispose or to direct the disposition of. Number of Ordinary Shares beneficially owned as of December 31, 2022, as to which each Reporting Person has sole power to dispose or to direct the disposition of:

 

Reporting Person    Number  

Mark Blandford

     4,724,132  

Boastside Investments

     0  

 

(iv)

Shared power to dispose or to direct the disposition of. Number of Ordinary Shares beneficially owned as of December 31, 2022, as to which each Reporting Person has shared power to dispose or to direct the disposition of:

 

Reporting Person    Number  

Mark Blandford(2)

     8,000,000  

Boastside Investments

     8,000,000  

 

(1)

Based on 36,470,341 Ordinary Shares outstanding as of December 31, 2022, as provided by the Issuer to the Reporting Person.

(2)

Mark Blandford controls voting, dispositive and investment power with respect to the Ordinary Shares held by Boatside Investments Limited (Boatside Investments) and therefore may be deemed to beneficially own the Ordinary Shares held by Boatside Investments.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of a Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.


     

CUSIP No. G3R239 101

Page 7 of 9

 

Exhibit   

Description of Exhibit

1    Joint Filing Agreement, dated as of February 11, 2022, among the Reporting Persons, filed with the Initial Schedule 13G.

     

CUSIP No. G3R239 101

Page 8 of 9

 

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.

 

Dated: February 13, 2023

   

Mark Blandford

   

/s/ Mark Blandford

   

Boatside Investments Limited

   

By:

 

/s/ Mark Blandford

   

Name:

 

Mark Blandford

   

Title:

 

Director

[Signature page to Schedule 13G 2023]