|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Jumia Technologies AG (Name of Issuer) |
Ordinary Shares, no par value, American Depositary Shares, each representing two Ordinary Shares (Title of Class of Securities) |
48138M105 (CUSIP Number) |
Axian Telecom Standard Chartered Tower, 19 Cybercity, c/o DTOS Ltd., 10th Floor Ebene, O4, 72201 971559272635 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/25/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. | 48138M105 |
| 1 |
Name of reporting person
Axian Telecom | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,427,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 48138M105 |
| 1 |
Name of reporting person
Axian Telecom Holding and Management PLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,427,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 48138M105 |
| 1 |
Name of reporting person
Hassanein Hiridjee | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,427,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value, American Depositary Shares, each representing two Ordinary Shares | |
| (b) | Name of Issuer:
Jumia Technologies AG | |
| (c) | Address of Issuer's Principal Executive Offices:
Skalitzer Strasse 104, Berlin,
GERMANY
, 10997. | |
Item 1 Comment:
This Amendment No. 2 to the Schedule 13D filed with the Securities and Exchange Commission on August 26, 2025 amends and supplements Item 4, Item 5 and Item 7. The Reporting Persons beneficially own 12,213,838 ADSs and do not own any Ordinary Shares. For the purposes of this Schedule 13D, the Reporting Persons have illustrated their ownership and trading history in Ordinary Shares. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of this Schedule 13D is hereby amended and supplemented by the following:
The Issuer's Supervisory Board (the "Board") has recommended and approved the filing of, and the Issuer's Management Board (the "Management Board") has filed, a petition with the Local Court of Charlottenburg, Berlin, Germany (the "Court") to appoint Hassanein Hiridjee, one of the Reporting Persons, to the Board (the "Petition"). Hassanein Hiridjee has expressed his support for the Petition and willingness to accept the appointment as a member of the Board. A copy of the Petition is attached hereto as Exhibit 3. The Reporting Persons are engaging, and may continue to engage, in discussions with the Board and the Management Board concerning the foregoing.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board, other stockholders or the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of this Schedule 13D is hereby amended and supplemented by the following:
As of the date hereof, Axian owns 12,213,838 ADSs, which may be exchanged for Ordinary Shares on a two-for-one basis representing approximately 9.97% of the Ordinary Shares outstanding. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of this Schedule 13D is hereby amended and supplemented by the following:
1. Annex B - 60-Day Trading History
3. The Petition to the Court Concerning the Appointment of Hassanein Hiridjee to the Board | ||
| 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.
|
|
|
|
|
|
|