Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
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) |
06/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| 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
22,491,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.18 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Axian Telecom Holding and Management PLC ("ATHMP"), as the sole shareholder of Axian Telecom ("Axian"), may be deemed to have shared beneficial ownership over the Ordinary Shares, no par value per share (the "Ordinary Shares"), of Jumia Technologies AG (the "Issuer"), a company incorporated under the laws of the Federal Republic of Germany, beneficially owned by Axian. Hassanein Hiridjee, as the sole shareholder of ATHMP, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by ATHMP and Axian. (2) Reflects 22,491,512 Ordinary Shares; each of the Issuer's American Depositary Shares ("ADSs") represent two Ordinary Shares. The percentage reflected in row 13 in the table above is calculated on the basis of 244,925,650 Ordinary Shares outstanding as of December 31, 2024, as reflected in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 7, 2025.
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
22,491,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.18 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) ATHMP as the sole shareholder of Axian, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Axian. Hassanein Hiridjee, as the sole shareholder of ATHMP, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by ATHMP and Axian. (2) Reflects 22,491,512 Ordinary Shares; each of the Issuer's ADSs represent two Ordinary Shares. The percentage reflected in row 13 in the table above is calculated on the basis of 244,925,650 Ordinary Shares outstanding as of December 31, 2024, as reflected in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 7, 2025.
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
22,491,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.18 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) ATHMP as the sole shareholder of Axian, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Axian. Hassanein Hiridjee, as the sole shareholder of ATHMP, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by ATHMP and Axian. (2) Reflects 22,491,512 Ordinary Shares; each of the Issuer's ADSs represent two Ordinary Shares. The percentage reflected in row 13 in the table above is calculated on the basis of 244,925,650 Ordinary Shares outstanding as of December 31, 2024, as reflected in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 7, 2025.
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. 1 to the Schedule 13D filed with the Securities and Exchange Commission on May 30, 2025 amends and supplements Item 1, Item 2, Item 3, Item 5 and Item 7. The Reporting Persons beneficially own 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 2. | Identity and Background | |
| (a) | Item 2 of this Schedule 13D is hereby amended and supplemented by the following: Axian Telecom Holding and Management Limited has converted to a Public Company under the name Axian Telecom Holding Management PLC. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of this Schedule 13D is hereby amended and supplemented by the following: Axian financed the acquisitions reported pursuant to this Amendment No. 1 with cash reserves. The purchase prices reflected in Annex B are incorporated herein by reference. | ||
| 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 11,245,756 ADSs, which may be exchanged for Ordinary Shares on a two-for-one basis, representing approximately 9.18% 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 | ||
| 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.
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