Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As disclosed in the definitive proxy statement filed by Leo Holdings Corp. II (the “Company” or “Leo”) with the Securities and Exchange Commission (the “SEC”) on September 27, 2023 (the “Definitive Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “Extension Meeting”), Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”) agreed that if either the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal (each as defined below) is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within ten (10) business days of the date of the Extension Meeting, $240,000 to be deposited into the trust account established in connection with the Company’s initial public offering (the “Trust Account”). In addition, in the event the Company does not consummate an initial business combination by the Articles Extension Date (as defined below), the Lender will contribute to the Company as a loan up to $2,640,000 in eleven equal installments to be deposited into the Trust Account for each of eleven one-month extensions following the Articles Extension Date.
Accordingly, on October 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,880,000 (the “Promissory Note”) to the Sponsor and the Sponsor has funded the initial principal amount of $240,000. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.
The foregoing description of the Promissory Note is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 12, 2023, Leo held the Extension Meeting, to amend Leo’s memorandum and articles of association (the “Articles Amendment”) to (i) extend the date (the “Termination Date”) by which Leo has to consummate a business combination from October 12, 2023 (the “Original Termination Date”) to November 12, 2023 (the “Articles Extension Date”) and to allow Leo, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of Leo’s board of directors if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership, and upon five days’ advance notice prior to the applicable deadlines, until October 12, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension Amendment Proposal”) and (ii) remove the limitation that Leo may not redeem public shares to the extent that such redemption would result in Leo having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow Leo to redeem public shares, irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”). The shareholders of Leo approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on October 12, 2023, Leo filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.
The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 12, 2023, Leo held the Extension Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and a proposal to allow the adjournment of the Extension Meeting to a later date or dates, if necessary, (1) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there were insufficient ordinary shares of Leo represented at the Extension Meeting (either in person or by proxy) to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal or (2) where the board of directors of Leo has determined it is otherwise necessary (the “Adjournment Proposal”), each as described in the Definitive Proxy Statement. As there were sufficient votes at the Extension Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 12,263,721 ordinary shares of Leo held of record as of September 19, 2023, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 87.9% of the voting power of Leo’s ordinary shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The voting results for the proposals were as follows:
The Extension Amendment Proposal
|
|
|
|
|
For |
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Against |
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Abstain |
| 12,263,621 |
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100 |
|
0 |