Form SCHEDULE 13D/A Evotec SE Filed by: Excalibur LuxCo SARL
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Evotec SE (Name of Issuer) |
Ordinary Shares, no par value per share (Title of Class of Securities) |
30050E105* (CUSIP Number) |
Pierre-Alexandre Lechantre 2, rue Edward Steichen, Luxembourg, N4, L-2540 352 26 753 0 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/27/2025 (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
|
| CUSIP No. | 30050E105* |
| 1 |
Name of reporting person
Excalibur LuxCo SARL | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,730,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 177,561,699 Ordinary Shares (as defined below) outstanding as of June 30, 2025 as disclosed in the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission on August 13, 2025 (the "Form 6-K").
SCHEDULE 13D
|
| CUSIP No. | 30050E105* |
| 1 |
Name of reporting person
Triton Fund 6 SCSp | ||||||||
| 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
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,730,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 177,561,699 Ordinary Shares outstanding as of June 30, 2025, as disclosed in the Issuer's Form 6-K.
SCHEDULE 13D
|
| CUSIP No. | 30050E105* |
| 1 |
Name of reporting person
Triton Fund 6 US SCSp | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,730,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 177,561,699 Ordinary Shares outstanding as of June 30, 2025, as disclosed in the Issuer's Form 6-K.
SCHEDULE 13D
|
| CUSIP No. | 30050E105* |
| 1 |
Name of reporting person
Triton Fund 6 GP SARL | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,730,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 177,561,699 Ordinary Shares outstanding as of June 30, 2025, as disclosed in the Issuer's Form 6-K.
SCHEDULE 13D
|
| CUSIP No. | 30050E105* |
| 1 |
Name of reporting person
Triton GP HoldCo SARL | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,730,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 177,561,699 Ordinary Shares outstanding as of June 30, 2025, as disclosed in the Issuer's Form 6-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value per share | |
| (b) | Name of Issuer:
Evotec SE | |
| (c) | Address of Issuer's Principal Executive Offices:
Essener Bogen 7, Hamburg,
GERMANY
, 22419. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D filed on November 8, 2024 (the "Original Schedule 13D"). The class of equity securities to which this Schedule 13D relates is the Ordinary Shares, with no par value per share (the "Ordinary Shares"). Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D, remain unchanged, provided that if any Item amended herein is incorporated by reference into any other Item in the Schedule 13D as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows (11) and (13) of the cover pages is incorporated by reference into this Item 5. The reported securities represent 9.99% of the Ordinary Shares outstanding as of June 30, 2025. All such ownership percentages of the securities reported herein are calculated assuming 177,561,699 Ordinary Shares are outstanding as reported by the Issuer in its Form 6-K. | |
| (b) | The information set forth in rows (7) through (10) of the cover pages is incorporated by reference into this Item 5(b). | |
| (c) | Pursuant to the Swap Agreement, on October 27, 2025, LuxCo exercised the right to acquire the 3,551,067 Subject Shares at a reference price of Euro 7.46 per share. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Disclosure relating to the Swap Agreement in Item 6 of the Schedule 13-D is hereby amended to incorporate the following at the end thereof.
On October 27, 2025, LuxCo exercised the right to acquire the 3,551,067 Subject Shares. After giving effect to such exercise, the reported beneficial ownership and percentage is unchanged, provided that the Reporting Persons now hold the 17,730,913 reported securities as voting Ordinary Shares. | ||
| 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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