Washington, D.C. 20549
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out of 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.
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 2 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
LDH Sponsor LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7%(2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO (Delaware limited liability company)
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), of LDH Growth Corp I (the “Issuer”) acquirable upon conversion of 5,660,000 Class B Ordinary Shares, par value $0.0001 per share
(“Class B Ordinary Shares”) of the Issuer.
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 3 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Latin America Digital Holdings Ltd.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(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
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7% (2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO (exempted company incorporated in the Cayman Islands with limited liability)
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by LDH Sponsor LLC (“Sponsor”), a wholly owned subsidiary of Latin America Digital Holdings Ltd. (“LADH”).
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 4 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
SBLA Holdings (Cayman) L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(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
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7% (2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of SBLA Holdings (Cayman) L.P.
(“SBLA Holdings”).
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 5 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
SLA Investments IV LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7% (2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO (Delaware limited liability company)
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of SBLA Holdings, which is
controlled and majority owned by SLA Investments IV LLC (“SLA IV”).
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 6 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
SBLA Investments II LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7% (2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO (Delaware limited liability company)
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of SBLA Holdings, which is
controlled and majority owned by SLA IV, which is a wholly owned subsidiary of SBLA Investments II LLC (“SBLA II”).
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 7 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
SBLA Latin America Fund LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7% (2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO (Delaware limited liability company)
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of SBLA Holdings, which is
controlled and majority owned by SLA IV, which is a wholly owned subsidiary of SBLA II, which is a wholly owned subsidiary of SBLA Latin America Fund LLC (“Latin America Fund”).
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 8 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Delaware Project 11 L.L.C.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7% (2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO (Delaware limited liability company)
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of SBLA Holdings, which is
controlled and majority owned by SLA IV, which is a wholly owned subsidiary of SBLA II, which is a wholly owned subsidiary of Latin America Fund, which is a wholly owned subsidiary of Delaware Project 11 L.L.C. (“Project 11”).
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 9 of 15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
SoftBank Group Corp.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Japan
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
5,660,000 (1)
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
5,660,000
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.7% (2)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
|
(1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of SBLA Holdings, which is
controlled and majority owned by SLA IV, which is a wholly owned subsidiary of SBLA II, which is a wholly owned subsidiary of Latin America Fund, which is a wholly owned subsidiary of Project 11, which is a wholly owned subsidiary of SoftBank
Group Corp. (“SoftBank”).
|
|
(2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 10 of 15
|
Item 1.
LDH Growth Corp I (the “Issuer”)
|
b) |
Address of Issuer’s Principal Executive Offices:
|
200 S. Biscayne Blvd, 19th Floor
Miami, FL 33131
Item 2.
|
a) |
Name of Person Filing:
|
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
1) |
LDH Sponsor LLC (“Sponsor”)
|
|
2) |
Latin America Digital Holdings Ltd. (“LADH”)
|
|
3) |
SBLA Holdings (Cayman) LP (“SBLA Holdings”)
|
|
4) |
SLA Investments IV LLC (“SLA IV”)
|
|
5) |
SBLA Investments II LLC (“SBLA II”)
|
|
6) |
SBLA Latin America Fund LLC (“Latin America Fund”)
|
|
7) |
Delaware Project 11 L.L.C. (“Project 11”)
|
|
8) |
SoftBank Group Corp. (“SoftBank”)
|
|
b) |
Address of Principal Business Office or, if none, Residence:
|
The principal business address of each of the Reporting Persons is as follows:
Sponsor: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
LADH: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
SBLA Holdings: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
SLA IV: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
SBLA II: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
Latin America Fund: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
Project 11: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
SoftBank: 1-7-1 Kaigan, Minato-ku, Tokyo, 105-7537, Japan
Sponsor: Delaware limited liability company
LADH: exempted company incorporated in the Cayman Islands with limited liability
SBLA Holdings: Cayman Islands exempted limited partnership
SLA IV: Delaware limited liability company
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 11 of 15
|
SBLA II: Delaware limited liability company
Latin America Fund: Delaware limited liability company
Project 11: Delaware limited liability company
SoftBank: stock corporation organized under the laws of Japan
|
d) |
Titles of Classes of Securities:
|
Class A Ordinary Shares, par value $0.0001 per share, of the Issuer (“Class A Ordinary Shares”)
G54094100
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
Not applicable.
The following information is provided as of December 31, 2021:
Sponsor has sole voting and sole dispositive power with respect to 5,660,000 Class A Ordinary Shares acquirable by Sponsor upon conversion of 5,660,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer
(“Class B Ordinary Shares”) held directly by Sponsor. The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer at any time at the option of the holder on a one-for-one basis and will automatically convert into Class A
Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, in each case, subject to adjustment. As Sponsor is a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of SBLA Holdings, which is
controlled and majority owned by SLA IV, which is a wholly owned subsidiary of SBLA II, which is a wholly owned subsidiary of Latin America Fund, which is a wholly owned subsidiary of Project 11, which is a wholly owned subsidiary of SoftBank, each
of LADH, SBLA Holdings, SLA IV, SBLA II, Latin America Fund, Project 11 and SoftBank may be deemed to indirectly beneficially own the Class B Ordinary Shares directly beneficially owned by Sponsor. Each of LADH, SBLA Holdings, SLA IV, SBLA II, Latin
America Fund, Project 11 and SoftBank disclaim beneficially ownership of all such Class B Ordinary Shares and the Class A Ordinary Shares acquirable by Sponsor upon conversion of the Class B Ordinary Shares, except to the extent of their respective
pecuniary interest.
The following sets forth the beneficial ownership of the Class A Ordinary Shares by each of the Reporting Persons as of December 31, 2021:
|
a) |
Amount beneficially owned:
|
|
(i) |
Sponsor is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
|
(ii) |
LADH is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
|
(iii) |
SBLA Holdings is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
|
(iv) |
SLA IV is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
|
(v) |
SBLA II is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
|
(vi) |
Latin America Fund is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
|
(vii) |
Project 11 is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
|
(viii) |
SoftBank is the beneficial owner of 5,660,000 Class A Ordinary Shares
|
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 12 of 15
|
|
(iii) |
19.7% for SBLA Holdings;
|
|
(vi) |
19.7% for Latin America Fund;
|
|
(vii) |
19.7% for Project 11; and
|
|
(viii) |
19.7% for SoftBank.
|
The percentages used herein and in the rest of this Schedule 13G are calculated based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of November 15, 2021, as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November 15, 2021.
|
c) |
Number of shares as to which such person has:
|
|
(i) |
Sole power to vote or to direct the vote:
|
5,660,000 shares for Sponsor;
5,660,000 shares for LADH;
5,660,000 shares for SBLA Holdings;
5,660,000 shares for SLA IV;
5,660,000 shares for SBLA II;
5,660,000 shares for Latin America Fund;
5,660,000 shares for Project 11; and
5,660,000 shares for SoftBank.
|
(ii) |
Shared power to vote or to direct the vote:
|
0 shares for Sponsor;
0 shares for LADH;
0 shares for SBLA Holdings;
0 shares for SLA IV;
0 shares for SBLA II;
0 shares for Latin America Fund;
0 shares for Project 11; and
0 shares for SoftBank.
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 13 of 15
|
|
(iii) |
Sole power to dispose or to direct the disposition of:
|
5,660,000 shares for Sponsor;
5,660,000 shares for LADH;
5,660,000 shares for SBLA Holdings;
5,660,000 shares for SLA IV;
5,660,000 shares for SBLA II;
5,660,000 shares for Latin America Fund;
5,660,000 shares for Project 11; and
5,660,000 shares for SoftBank.
|
(iv) |
Shared power to dispose or to direct the disposition of:
|
0 shares for Sponsor;
0 shares for LADH;
0 shares for SBLA Holdings;
0 shares for SLA IV;
0 shares for SBLA II;
0 shares for Latin America Fund;
0 shares for Project 11; and
0 shares for SoftBank.
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Not applicable.
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.
Not Applicable.
CUSIP No. G54094100
|
SCHEDULE 13G
|
Page 14 of 15
|
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 17, 2022
|
SOFTBANK GROUP CORP.
|
|
|
|
/s/ Natsuko Ohga
|
|
Name: Natsuko Ohga
|
|
Title: Head of Corporate Legal
|
|
|
|
LDH SPONSOR LLC
|
|
|
|
By:
|
/s/ Christopher Cooper
|
|
Name: Christopher Cooper
|
|
Title: Manager
|
|
|
|
LATIN AMERICA DIGITAL HOLDINGS LTD.
|
|
|
|
/s/ Christopher Cooper |
|
Name: Christopher Cooper
|
|
Title: Director
|
|
|
|
SBLA HOLDINGS (CAYMAN) L.P.
|
|
|
|
By: SoftBank Latin America Fund GP (Cayman) Ltd., its General Partner
|
|
|
|
/s/ Christopher Cooper |
|
Name: Christopher Cooper
|
|
Title: Director
|
|
|
|
SLA INVESTMENTS IV LLC
|
|
|
|
/s/ Christopher Cooper |
|
Name: Christopher Cooper
|
|
Title: Manager
|
|
|
|
SBLA INVESTMENTS II LLC
|
|
|
|
/s/ Christopher Cooper |
|
Name: Christopher Cooper
|
|
Title: Manager
|
|
SBLA LATIN AMERICA FUND LLC
|
|
|
|
/s/ Christopher Cooper |
|
Name: Christopher Cooper
|
|
Title: Manager
|
|
|
|
DELAWARE PROJECT 11 L.L.C.
|
|
|
|
/s/ Christopher Cooper |
|
Name: Christopher Cooper
|
|
Title: Manager
|
15