Amended Statement of Ownership (sc 13g/a)
14 Febrero 2023 - 5:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Leo Holdings
Corp. II
(Name of Issuer)
Class A common stock, par value $0.0001
(Title of Class of Securities)
G5463R102
(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)
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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).
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1. |
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Names of Reporting Persons
Leo Investors II Limited Partnership |
2. |
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Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
15,861,667(1) |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
15,861,667(1) |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,861,667(1) |
10. |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11. |
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Percent of Class
Represented By Amount in Row (9) 29.72%(2) |
12. |
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Type of Reporting Person
(See Instructions) PN |
(1) |
Represents 15,861,667 Class A Shares acquirable in respect of (i) 9,195,000 Class B ordinary shares,
par value $0.0001 per share (Class B Shares), convertible one-for-one into the Issuers Class A Shares at the time of the Issuers
initial business combination and (ii) 6,666,667 private placement warrants to acquire Class A Shares upon payment of $11.50 per share (Private Placement Warrants), commencing 30 days after completion of the Issuers initial
business combination. |
(2) |
Calculated based on (i) 37,500,000 Class A Shares outstanding as of November 14, 2022 as reported on
the Issuers Form 10-Q, filed on November 14, 2022, and (ii) 15,861,667 Class A Shares issuable upon conversion of 9,195,000 Class B Shares and exercise of 6,666,667 Private Placement
Warrants. |
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1. |
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Names of Reporting Persons
Leo Investors GP II Limited |
2. |
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Check The Appropriate Box
if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5. |
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Sole Voting Power
0 |
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6. |
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Shared Voting Power
15,861,667(1) |
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7. |
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Sole Dispositive Power
0 |
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8. |
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Shared Dispositive Power
15,861,667(1) |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,861,667(1) |
10. |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11. |
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Percent of Class
Represented By Amount in Row (9) 29.72%(2) |
12. |
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Type of Reporting Person
(See Instructions) OO |
(1) |
Represents 15,861,667 Class A Shares acquirable in respect of (i) 9,195,000 Class B Shares and (ii)
6,666,667 Private Placement Warrants. |
(2) |
Calculated based on (i) 37,500,000 Class A Shares outstanding as of November 14, 2022 as reported on
the Issuers Form 10-Q, filed on November 14, 2022, and (ii) 15,861,667 Class A Shares issuable upon conversion of 9,195,000 Class B Shares and exercise of 6,666,667 Private Placement
Warrants. |
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Item 1(a). |
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Name of Issuer |
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Leo Holdings Corp. II (the Issuer) |
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Item 1(b). |
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Address of the Issuers Principal Executive Offices |
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Albany Financial Center, South Ocean Blvd, Suite #507,
P.O. Box SP-63158, New Providence, Nassau, The Bahamas |
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Item 2(a). |
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Names of Persons Filing |
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This statement is filed by the entities listed below, all of whom are referred to herein as the Reporting Persons:
(i) Leo Investors II Limited
Partnership (ii) Leo Investors
GP II Limited |
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Item 2(b). |
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Address of the Principal Business Office, or if none, Residence: |
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Albany Financial Center, South Ocean Blvd, Suite #507,
P.O. Box SP-63158, New Providence, Nassau, The Bahamas
PO Box 309, Ugland House
Grand Cayman, Cayman Islands KY1-1104 |
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Item 2(c). |
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Citizenship |
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See responses to Item 4 on each cover page. |
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Item 2(d). |
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Title of Class of Securities |
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Class A ordinary shares, par value $0.0001 per share (Class A Shares) |
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Item 2(e). |
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CUSIP Number |
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G5463R102 |
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Item 3. |
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If this statement is filed pursuant to
Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
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Not applicable. |
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Item 4. |
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Ownership
(a) Amount beneficially owned:
See responses to Item 9 on each cover page hereto.
(b) Percent of Class:
See responses to Item 11 on each cover page
hereto. |
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(c) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the
vote: See responses to Item 5 on each cover page
hereto. (ii) Shared power
to vote or to direct the vote: See responses to Item 6 on
each cover page hereto.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page hereto.
(iv) Shared power to dispose or to
direct the disposition of: See responses to Item 8 on each
cover page hereto. The 15,861,667 reported securities are directly held by Leo
Investors II Limited Partnership. Such amount does not include 500 Class B Shares that were inadvertently included in ownership on the Schedule 13G filed with the SEC by the Reporting Persons on February 11, 2022 (the Original
Schedule 13G). Giving effect to such correction, the aggregate beneficial ownership reflected in the Original Schedule 13G would have been 29.72% and such amount is hereby deemed amended and corrected.
Leo Investors II Limited Partnership is controlled by its general partner, Leo Investors
GP II Limited and each of the foregoing may be deemed to be the beneficial owner of the reported securities. Leo Investors GP II Limited is governed by a three member board of directors, which acts by majority vote. As such, no individual director
of Leo Investors GP II Limited exercises voting or dispositive control over the reported securities. This Statement shall not be construed as an admission that either Reporting Person or any individual director of Leo Investors GP II Limited is the
beneficial owner of any securities covered by this Statement. |
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Item 5. |
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Ownership of Five Percent or Less of a Class |
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Not Applicable. |
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Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable. |
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
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Not Applicable. |
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Item 8. |
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Identification and Classification of Members of the Group |
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Not Applicable. |
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Item 9. |
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Notice of Dissolution of Group |
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Not Applicable. |
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Item 10. |
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Certification |
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Not Applicable. |
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
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Leo Investors II Limited Partnership |
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By: Leo Investors GP II Ltd., its general partner |
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/s/ Simon Brown |
Name: Simon Brown |
Title: Director |
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Leo Investors GP II Limited |
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/s/ Simon Brown |
Name: Simon Brown |
Title: Director |
Leo Holdings Corp II (NYSE:LHC)
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