0001193125-24-016209.txt : 20240126 0001193125-24-016209.hdr.sgml : 20240126 20240126090527 ACCESSION NUMBER: 0001193125-24-016209 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240126 DATE AS OF CHANGE: 20240126 GROUP MEMBERS: LEO INVESTORS GP II LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Leo Holdings Corp. II CENTRAL INDEX KEY: 0001824153 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91964 FILM NUMBER: 24564390 BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 BUSINESS PHONE: 310-800-1000 MAIL ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Leo Investors II Limited Partnership CENTRAL INDEX KEY: 0001774541 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 BUSINESS PHONE: 310 800 1000 MAIL ADDRESS: STREET 1: 100 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90401 SC 13G/A 1 d711303dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

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, 2023

(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 person’s 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).

 

 

 

  1.    

  Names of Reporting Persons

 

  Leo Investors II Limited Partnership

  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

 

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5.    

  Sole Voting Power

 

  0

   6.  

  Shared Voting Power

 

  0

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  0

10.  

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11.  

  Percent of Class Represented By Amount in Row (9)

 

  0%

12.  

  Type of Reporting Person (See Instructions)

 

  PN

  1.    

  Names of Reporting Persons

 

  Leo Investors GP II Limited

  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

 

  Cayman Islands

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5.    

  Sole Voting Power

 

  0

   6.  

  Shared Voting Power

 

  0

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  0

10.  

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11.  

  Percent of Class Represented By Amount in Row (9)

 

  0%

12.  

  Type of Reporting Person (See Instructions)

 

  OO

Item 1(a).

Name of Issuer

Leo Holdings Corp. II (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

Albany Financial Center, South Ocean Blvd, Suite #507,

P.O. Box SP-63158, New Providence, Nassau, The Bahamas

 

Item 2(a).

Names of Persons Filing

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

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

Albany Financial Center, South Ocean Blvd, Suite #507,

P.O. Box SP-63158, New Providence, Nassau, The Bahamas

 

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

 

Item 2(d).

Title of Class of Securities

Class A ordinary shares, par value $0.0001 per share (“Class A Shares”)

 

Item 2(e).

CUSIP Number

G5463R102

 

Item 3.

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):

Not applicable.

 

Item 4.

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.

 

  (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

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following  ☒.

Upon effectiveness of the Issuer’s delisting and deregistration, the Reporting Persons will cease to have reporting obligations with respect to any equity securities of the Issuer.

 

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

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

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: January 26, 2024

 

Leo Investors II Limited Partnership
By: Leo Investors GP II Ltd., its general partner
/s/ Simon Brown
Name: Simon Brown
Title: Director
Leo Investors GP II Limited
/s/ Simon Brown
Name: Simon Brown
Title: Director

EXHIBIT LIST

 

Exhibit A    Joint Filing Agreement, dated as of January 26, 2024

 

 EX-99.A 2 d711303dex99a.htm EX-99.A EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share, of Leo Holdings Corp. II (this “Agreement”), is being filed, and all amendments thereto will be filed, by Leo Investors II Limited Partnership as designated filer on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: January 26, 2024

 

Leo Investors II Limited Partnership
By: Leo Investors GP II Ltd., its general partner
/s/ Simon Brown
Name: Simon Brown
Title: Director
Leo Investors GP II Limited
/s/ Simon Brown
Name: Simon Brown
Title: Director