SEC Comment Letter 0000000000-23-010419 to Leo Holdings Corp. II (CIK 0001824153)
Leo Holdings Corp. II (CIK 0001824153)
Date: Sept. 21, 2023 · CIK: 0001824153 · Accession: 0000000000-23-010419
AI Filing Summary & Sentiment
File numbers found in text: 001-39865
Letter
United States securities and exchange commission logo September 21, 2023 Lyndon Lea Chief Executive Officer Leo Holdings Corp. II Albany Financial Center South Ocean Blvd Suite #507 P.O. Box SP- 63158 New Providence, Nassau, The Bahamas Re:Leo Holdings Corp. II Preliminary Proxy Statement on Schedule 14A Filed on September 14, 2023 File No. 001-39865 Dear Lyndon Lea: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Peliminary Proxy Statement on Schedule 14A filed September 14, 2023 Proposal No. 1--The Extension Amendment Proposal, page 26 1.We note that you are seeking to extend your termination date to November 12, 2023, which is 34 months from your initial public offering, and thereafter to extend your termination date at your election and without shareholder approval on a monthly basis up to eleven times to October 24, 2024, which is 45 months from your initial public offering. We also note that you are listed on the NYSE and that NYSE Listed Company Manual Section 102.06(e) requires that a special purpose acquisition company complete a business combination within three years. Please revise to explain that the proposal to extend your termination deadline beyond January 12, 2024, does not comply with this rule, or advise, and disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from the NYSE.
FirstName LastNameLyndon Lea Comapany NameLeo Holdings Corp. II September 21, 2023 Page 2 FirstName LastName Lyndon Lea Leo Holdings Corp. II September 21, 2023 Page 2 Proposal No. 2--The Redemption Limitation Amendment Proposal, page 32 2.We note that your proposed amendment to the Memorandum and Articles of Association eliminates the limitation that you may not redeem public shares to the extent such redemption would result in you having net tangible assets of less than $5,000,001. We further note your disclosure that you intend to rely on the exclusion from the penny stock rules set forth in Rule 3a51-1(a)(2) of the Exchange Act as a result of your securities being listed on the NYSE. However, if the amount in the trust falls below $5,000,001 as a result of redemptions, you would likely no longer meet the NYSE listing standards. At that point it is possible you would become a penny stock. Please revise here and elsewhere as appropriate to clearly discuss the impact that the trust falling below $5,000,001 would have upon your listing on NYSE and discuss the consideration given to this possibility in your determination that this provision is no longer needed to avoid the definition of penny stock. Please provide clear disclosure that removal of this provision could result in your securities falling within the definition of penny stock and clearly discuss the risk to you and investors if your securities were to fall within the definition of penny stock. General 3.We note that your disclosure regarding actions you and/or the sponsor may take to increase your net tangible assets to avoid exceeding the Redemption Limitation includes "attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees." However, according to disclosure in your Form S-4, as amended on September 12, 2023, both of the underwriters for your initial public offering have agreed to waive deferred underwriting fees. Please revise your disclosure to reconcile this apparent inconsistency. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at (202) 551- 3047 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
September 21, 2023
Lyndon Lea
Chief Executive Officer
Leo Holdings Corp. II
Albany Financial Center
South Ocean Blvd Suite #507
P.O. Box SP- 63158
New Providence, Nassau, The Bahamas
Re:Leo Holdings Corp. II
Preliminary Proxy Statement on Schedule 14A
Filed on September 14, 2023
File No. 001-39865
Dear Lyndon Lea:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Peliminary Proxy Statement on Schedule 14A filed September 14, 2023
Proposal No. 1--The Extension Amendment Proposal, page 26
1.We note that you are seeking to extend your termination date to November 12, 2023,
which is 34 months from your initial public offering, and thereafter to extend your
termination date at your election and without shareholder approval on a monthly basis up
to eleven times to October 24, 2024, which is 45 months from your initial public
offering. We also note that you are listed on the NYSE and that NYSE Listed Company
Manual Section 102.06(e) requires that a special purpose acquisition company complete a
business combination within three years. Please revise to explain that the proposal to
extend your termination deadline beyond January 12, 2024, does not comply with this
rule, or advise, and disclose the risks of your non-compliance with this rule, including that
your securities may be subject to suspension and delisting from the NYSE.
FirstName LastNameLyndon Lea
Comapany NameLeo Holdings Corp. II
September 21, 2023 Page 2
FirstName LastName
Lyndon Lea
Leo Holdings Corp. II
September 21, 2023
Page 2
Proposal No. 2--The Redemption Limitation Amendment Proposal, page 32
2.We note that your proposed amendment to the Memorandum and Articles of Association
eliminates the limitation that you may not redeem public shares to the extent such
redemption would result in you having net tangible assets of less than $5,000,001. We
further note your disclosure that you intend to rely on the exclusion from the penny stock
rules set forth in Rule 3a51-1(a)(2) of the Exchange Act as a result of your securities
being listed on the NYSE. However, if the amount in the trust falls below $5,000,001 as a
result of redemptions, you would likely no longer meet the NYSE listing standards. At
that point it is possible you would become a penny stock. Please revise here and
elsewhere as appropriate to clearly discuss the impact that the trust falling below
$5,000,001 would have upon your listing on NYSE and discuss the consideration given to
this possibility in your determination that this provision is no longer needed to avoid the
definition of penny stock. Please provide clear disclosure that removal of this provision
could result in your securities falling within the definition of penny stock and clearly
discuss the risk to you and investors if your securities were to fall within the definition of
penny stock.
General
3.We note that your disclosure regarding actions you and/or the sponsor may take to
increase your net tangible assets to avoid exceeding the Redemption Limitation includes
"attempting to secure waivers of certain of our significant liabilities, including the
deferred underwriting fees." However, according to disclosure in your Form S-4, as
amended on September 12, 2023, both of the underwriters for your initial public offering
have agreed to waive deferred underwriting fees. Please revise your disclosure to
reconcile this apparent inconsistency.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at (202) 551-
3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing