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THANK ME LATER.........0068........…..https://finance.yahoo.com/news/global-care-capital-signs-mou-110000417.html
THANK ME LATER.............0068.................https://finance.yahoo.com/news/global-care-capital-signs-mou-110000417.html
THANK ME LATER...................0068............https://finance.yahoo.com/news/global-care-capital-signs-mou-110000417.html
Does this merger come with a R/S....JOKER
8-k this morning
ARAT......THANKS MY BAD,,,,,JOKER.........PS WHILE IM HERE....WINR.....0289.....JOKER
ARAT......THANKS MY BAD,,,,,JOKER.........PS WHILE IM HERE....WINR.....0289.....JOKER
UATG.......DAAAAMMMMMMMMM........MORE NEWS THIS MORNING...ADD ANOTHER 17 MILLION.....JOKER
ADAT....IM IN AT .80...GOT TO THE PARTY A LIL LATE ,BUT BUYING MORE THIS MORNING,HOPING FOR MORE AT 1:00...joker
UAT Group’s Subsidiary, H2O Processing, Announces Second Contract Valued Over $15.4 Million
Press Release | 12/13/2022
Denver, CO, Dec. 13, 2022 (GLOBE NEWSWIRE) -- Umbra Applied Technologies Group, Inc’s (OTC Pink: UATG) subsidiary, H2O Processing, announced today that it has been contracted by Synergy Crude LLC to treat iron contaminated crude oil. Under the agreement, H2O Processing will treat an anticipated 1,500 bbls daily based on existing production. The contract specifies a reduction in iron contamination to under 10 ppm minimum so that product may be retailed to a U.S. pipeline. The newly signed agreement outlines an increase in production of up to 8,000 bbls a day totaling an estimated $15.4 million dollars in annual service contracts. Initial anticipated monthly production is valued to begin at an estimated $250,000. This contract is in addition to the contract announced last week. In total H2O has announced two contracts this month totaling over $30 million.
H2O Processing Chief Executive Officer, Stan Abrams stated, “We are excited about the ability to provide a proprietary technology that solves a major problem for the oil industry. We continually strive to meet challenges and problems in the treatment of water and oil industries”.
H2O Processing is a manufacturing, research and engineering company, with extensive experience in the water treatment industry. With an expanding portfolio of intellectual property, the H2O team has just recently begun its expansion as a full-provider and manufacturer of mobile on-site and fixed commercial water and oil treatment solutions.
Synergy Crude LLC is based in Yoakum Texas with longstanding operations within the state spanning decades. Synergy is yet another U.S. oil production company effected by oil refineries recent move to significantly restrict the iron content and oxygenates of crude oil they accept. H2O Processing’s entrance into this sector introduces a much-needed solution, offering a reprieve to many oil producers that, until now, were unable to sell their oil into the pipeline. With H2O Processing’s proprietary treatment systems, the iron content and oxygenates can now be reduced and sold.
H2O Processing maintains the only state-wide permit in all 77 counties of Oklahoma, to treat deleterious water to non-deleterious water. The mobile platforms are fully automated and can be managed remotely by either H2O Processing from their headquarters in Denver or managed by the Company’s authorized service provider. Both mobile platforms to treat crude oil and contaminated water, are ready for commercial production and are now being delivered to market.
Chairman of H2O Processing parent company, UAT Group, Alex Umbra commented, “This announcement should prove just how timely and needed this technology is. I am incredibly proud of the H2O Processing team and it is nice to see their relentless pursuit of a solution deliver such incredible results to a global industry. They have not only created a valuable service but they have introduced technology that will have a measurable impact on the industry, our environment and potentially the prices consumers pay at the pump.”
For more information about H2O Processing, Inc. visit: https://h2oprocessing.com/
UATG....0062...NEWS..........THEY DIDNT LISTEN NOW THEY WILL BE CHASING.....JOKER
YCRM..........................NEWS
Yuengling's Ice Cream Announces an Exclusive Licensing Agreement with GPO Plus to Produce Yuengling’s Ice Cream Flavored CBD + Cannabinoid Products
ATLANTA, GA and LAS VEGAS, NV, Dec. 12, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire -- Yuengling’s Ice Cream Corporation (“Yuengling’s”) (OTC PINK: YCRM) is pleased to announce that it has signed an exclusive licensing agreement with GPO Plus, Inc. (OTCQB: GPOX). GPOX will develop a full line of CBD and other hemp derived cannabinoid products based on the iconic flavors of Yuengling’s Ice Cream.
“We are very excited to be working with GPOX”, said Chuck Green, Yuengling’s incoming President and CEO. “As we plan for the relaunch of Yuengling’s Ice Cream in the spring of 2023, we have been thinking of different ways to leverage the Yuengling’s brand. A licensing agreement must be with a quality organization with great products. GPOX fits both those criteria."
Robert Bohorad, Yuengling’s current President and CEO and soon to be COO and CFO, followed up, “While I got the process started, Chuck has been instrumental in advancing discussions with YIC - Online and Retail Distributors and GPOX and getting the agreement signed.”
In the nutraceutical, hemp derived products and Farm Bill Compliant Delta 8, 9 and 10, THC-o, THC-p, THC-x, THC-b, and other popular hemp derived cannabinoids including HHC, and Kratom segments, GPOX’s DISTRO+ division represents only the highest quality brands that use best in class ingredients. Additional details regarding products, flavors, launch date and where the product will be sold will be provided in a subsequent press release.
Brett H. Pojunis, CEO of GPOX added, “I grew up in New York, where Yuengling’s is a household name and a very popular brand throughout the Northeast. I am beyond excited to partner with the Yuengling’s Ice Cream family and be tasked to develop the new CBD and Cannabinoid products for such a storied, well known legacy brand. We’re extremely excited about building out the sales channels, based on our complimentary geographic reach, and developing this new suite of products based on the Yuengling’s Ice Cream flavor profiles!”
About GPOPlus+ (GPOX)
Headquartered in Las Vegas, Nevada, GPOPlus+ (OTCQB: GPOX) is a brand creation and distribution company focused on independent and regional retailers with an ever-growing product catalog, that uses the power of Group Purchasing to save businesses money, our Mission is to create value for our GPOX Members, partners, suppliers, and shareholders. For more information and to sign up for the Investor Portal, please visit www.GPOPlus.com/ir.
About DISTRO+
DISTRO+ is a Group Purchasing Organization (GPO) + distributor of premium products for the emerging specialty retailer sector and wholesalers. DISTRO+ proudly represents best-in-class brands focusing on nutraceuticals, hemp derived products including flower, prerolls, gummies, sublingual strips and more utilizing the latest compounds and ingredients such as HHC, Farm Bill Compliant Delta 8, 9 and 10, THC-o, THC-p, THC-x, THC-b, and other popular hemp derived cannabinoids, and Kratom. All of this is backed by a robust technology portal that gives our small and medium sized partners (we call them “Members”) the IT backbone to manage logistics, inventory, payments while shopping from real time product catalogs and inventory. Through the power of Group Purchasing, DISTRO+ offers its network competitive pricing with low MOQs that realize similar discounts as major retailers with large buying power
About Yuengling’s Ice Cream (YCRM)
Yuengling’s Ice Cream was founded by American businessman Frank D. Yuengling in 1920 to help support the family brewery during Prohibition, which lasted from January, 1920 to December, 1933. Spun off as a separate company from the brewery in 1935, Yuengling's maintained a strong tradition of making exceptional gourmet ice cream products in central Pennsylvania. The fan-favorite brand advanced its legacy and its renowned dairy quality by using locally sourced dairy ingredients that contain no added hormones. The company discontinued production in 1985 when no family successor emerged. In 2014, the brand was revived and an American classic was re-born. The Yuengling's Ice Cream Corporation, as it has been since 1935, is a separately owned and operated company from D. G. Yuengling & Son, Inc Brewery. After a corporate reorganization in 2022, the company is targeting the relaunch of its storied ice cream flavors in the spring/summer of 2023.
YCRM..........................NEWS
Yuengling's Ice Cream Announces an Exclusive Licensing Agreement with GPO Plus to Produce Yuengling’s Ice Cream Flavored CBD + Cannabinoid Products
ATLANTA, GA and LAS VEGAS, NV, Dec. 12, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire -- Yuengling’s Ice Cream Corporation (“Yuengling’s”) (OTC PINK: YCRM) is pleased to announce that it has signed an exclusive licensing agreement with GPO Plus, Inc. (OTCQB: GPOX). GPOX will develop a full line of CBD and other hemp derived cannabinoid products based on the iconic flavors of Yuengling’s Ice Cream.
“We are very excited to be working with GPOX”, said Chuck Green, Yuengling’s incoming President and CEO. “As we plan for the relaunch of Yuengling’s Ice Cream in the spring of 2023, we have been thinking of different ways to leverage the Yuengling’s brand. A licensing agreement must be with a quality organization with great products. GPOX fits both those criteria."
Robert Bohorad, Yuengling’s current President and CEO and soon to be COO and CFO, followed up, “While I got the process started, Chuck has been instrumental in advancing discussions with YIC - Online and Retail Distributors and GPOX and getting the agreement signed.”
In the nutraceutical, hemp derived products and Farm Bill Compliant Delta 8, 9 and 10, THC-o, THC-p, THC-x, THC-b, and other popular hemp derived cannabinoids including HHC, and Kratom segments, GPOX’s DISTRO+ division represents only the highest quality brands that use best in class ingredients. Additional details regarding products, flavors, launch date and where the product will be sold will be provided in a subsequent press release.
Brett H. Pojunis, CEO of GPOX added, “I grew up in New York, where Yuengling’s is a household name and a very popular brand throughout the Northeast. I am beyond excited to partner with the Yuengling’s Ice Cream family and be tasked to develop the new CBD and Cannabinoid products for such a storied, well known legacy brand. We’re extremely excited about building out the sales channels, based on our complimentary geographic reach, and developing this new suite of products based on the Yuengling’s Ice Cream flavor profiles!”
About GPOPlus+ (GPOX)
Headquartered in Las Vegas, Nevada, GPOPlus+ (OTCQB: GPOX) is a brand creation and distribution company focused on independent and regional retailers with an ever-growing product catalog, that uses the power of Group Purchasing to save businesses money, our Mission is to create value for our GPOX Members, partners, suppliers, and shareholders. For more information and to sign up for the Investor Portal, please visit www.GPOPlus.com/ir.
About DISTRO+
DISTRO+ is a Group Purchasing Organization (GPO) + distributor of premium products for the emerging specialty retailer sector and wholesalers. DISTRO+ proudly represents best-in-class brands focusing on nutraceuticals, hemp derived products including flower, prerolls, gummies, sublingual strips and more utilizing the latest compounds and ingredients such as HHC, Farm Bill Compliant Delta 8, 9 and 10, THC-o, THC-p, THC-x, THC-b, and other popular hemp derived cannabinoids, and Kratom. All of this is backed by a robust technology portal that gives our small and medium sized partners (we call them “Members”) the IT backbone to manage logistics, inventory, payments while shopping from real time product catalogs and inventory. Through the power of Group Purchasing, DISTRO+ offers its network competitive pricing with low MOQs that realize similar discounts as major retailers with large buying power
About Yuengling’s Ice Cream (YCRM)
Yuengling’s Ice Cream was founded by American businessman Frank D. Yuengling in 1920 to help support the family brewery during Prohibition, which lasted from January, 1920 to December, 1933. Spun off as a separate company from the brewery in 1935, Yuengling's maintained a strong tradition of making exceptional gourmet ice cream products in central Pennsylvania. The fan-favorite brand advanced its legacy and its renowned dairy quality by using locally sourced dairy ingredients that contain no added hormones. The company discontinued production in 1985 when no family successor emerged. In 2014, the brand was revived and an American classic was re-born. The Yuengling's Ice Cream Corporation, as it has been since 1935, is a separately owned and operated company from D. G. Yuengling & Son, Inc Brewery. After a corporate reorganization in 2022, the company is targeting the relaunch of its storied ice cream flavors in the spring/summer of 2023.
YCRM..........................NEWS
Yuengling's Ice Cream Announces an Exclusive Licensing Agreement with GPO Plus to Produce Yuengling’s Ice Cream Flavored CBD + Cannabinoid Products
ATLANTA, GA and LAS VEGAS, NV, Dec. 12, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire -- Yuengling’s Ice Cream Corporation (“Yuengling’s”) (OTC PINK: YCRM) is pleased to announce that it has signed an exclusive licensing agreement with GPO Plus, Inc. (OTCQB: GPOX). GPOX will develop a full line of CBD and other hemp derived cannabinoid products based on the iconic flavors of Yuengling’s Ice Cream.
“We are very excited to be working with GPOX”, said Chuck Green, Yuengling’s incoming President and CEO. “As we plan for the relaunch of Yuengling’s Ice Cream in the spring of 2023, we have been thinking of different ways to leverage the Yuengling’s brand. A licensing agreement must be with a quality organization with great products. GPOX fits both those criteria."
Robert Bohorad, Yuengling’s current President and CEO and soon to be COO and CFO, followed up, “While I got the process started, Chuck has been instrumental in advancing discussions with YIC - Online and Retail Distributors and GPOX and getting the agreement signed.”
In the nutraceutical, hemp derived products and Farm Bill Compliant Delta 8, 9 and 10, THC-o, THC-p, THC-x, THC-b, and other popular hemp derived cannabinoids including HHC, and Kratom segments, GPOX’s DISTRO+ division represents only the highest quality brands that use best in class ingredients. Additional details regarding products, flavors, launch date and where the product will be sold will be provided in a subsequent press release.
Brett H. Pojunis, CEO of GPOX added, “I grew up in New York, where Yuengling’s is a household name and a very popular brand throughout the Northeast. I am beyond excited to partner with the Yuengling’s Ice Cream family and be tasked to develop the new CBD and Cannabinoid products for such a storied, well known legacy brand. We’re extremely excited about building out the sales channels, based on our complimentary geographic reach, and developing this new suite of products based on the Yuengling’s Ice Cream flavor profiles!”
About GPOPlus+ (GPOX)
Headquartered in Las Vegas, Nevada, GPOPlus+ (OTCQB: GPOX) is a brand creation and distribution company focused on independent and regional retailers with an ever-growing product catalog, that uses the power of Group Purchasing to save businesses money, our Mission is to create value for our GPOX Members, partners, suppliers, and shareholders. For more information and to sign up for the Investor Portal, please visit www.GPOPlus.com/ir.
About DISTRO+
DISTRO+ is a Group Purchasing Organization (GPO) + distributor of premium products for the emerging specialty retailer sector and wholesalers. DISTRO+ proudly represents best-in-class brands focusing on nutraceuticals, hemp derived products including flower, prerolls, gummies, sublingual strips and more utilizing the latest compounds and ingredients such as HHC, Farm Bill Compliant Delta 8, 9 and 10, THC-o, THC-p, THC-x, THC-b, and other popular hemp derived cannabinoids, and Kratom. All of this is backed by a robust technology portal that gives our small and medium sized partners (we call them “Members”) the IT backbone to manage logistics, inventory, payments while shopping from real time product catalogs and inventory. Through the power of Group Purchasing, DISTRO+ offers its network competitive pricing with low MOQs that realize similar discounts as major retailers with large buying power
About Yuengling’s Ice Cream (YCRM)
Yuengling’s Ice Cream was founded by American businessman Frank D. Yuengling in 1920 to help support the family brewery during Prohibition, which lasted from January, 1920 to December, 1933. Spun off as a separate company from the brewery in 1935, Yuengling's maintained a strong tradition of making exceptional gourmet ice cream products in central Pennsylvania. The fan-favorite brand advanced its legacy and its renowned dairy quality by using locally sourced dairy ingredients that contain no added hormones. The company discontinued production in 1985 when no family successor emerged. In 2014, the brand was revived and an American classic was re-born. The Yuengling's Ice Cream Corporation, as it has been since 1935, is a separately owned and operated company from D. G. Yuengling & Son, Inc Brewery. After a corporate reorganization in 2022, the company is targeting the relaunch of its storied ice cream flavors in the spring/summer of 2023.
Information about For
UATG....WHAT THE HELL WRONG WITH YOU INVESTORS....THIS STOCKS THE BOMB,,NO TOXIC DEBT,GREAT S/S..AND HAS HAD GREAT NEWS,,?????????????????????????JOKER
PUT SOME OF THESE IN YOUR POCKET AND HOLD ON..........UATG....005..…..........JOKER
BGTTF.......CHECK LASTEST NEWS......COULD RISE to the moon.......joker
...BGTTF
GOAT INDS LTD.
Ordinary Shares
0.011
0.0039
54.93%
No Inside Bid / Offer
Delayed (15 Min) Trade Data: 12:00am 12/08/2022
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OTCQB Member Since 02/2022
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Goat Industries Stakes 15 Mining Claims in Quebec Covering 40 Lithium Occurrences
Press Release | 12/08/2022
VANCOUVER, British Columbia, Dec. 08, 2022 (GLOBE NEWSWIRE) -- Goat Industries Ltd. (the “Company” or “GOAT”) (CSE: GOAT), is pleased to announce that it has acquired, through staking, fifteen additional claims (the “Additional Claims”) in three clusters of historic lithium occurrences in Quebec.
Six of the fifteen claims (the “James Bay Claims”) are located south of Patriot Battery Metals Inc.’s (“Patriot”) Corvette Lithium Project, in James Bay, Quebec. The James Bay Claims contain six historic lithium occurrences south of Patriot’s claims, reported as:
75 parts per million (“ppm”) lithium as reported on eSigeom Quebec website in Unique sample number : 1997015878;, and 63 ppm lithium as reported on eSigeom Quebec website in Unique sample number : 1997015877
70 ppm lithium as reported on eSigeom
UATG...HUGE FUKING NEWS THIS MORNING..WAS AT .0055 WHEN MENTIONED NOW.0062.....JOKER
UATG ,,,,,,,FUKING HUGE NEWS THIS MORNING.....JOKER
UATG,,,,,HUUUUUGE NEWS THIS MORNING,,,,,,JOKER
FOR EVERYONE THAT MISSED IT.........PetroSun, Inc.
Common Stock
0.09
0.02
28.57%
0.072 / 0.09 (1 x 1)
Real-Time Best Bid & Ask: 05:00pm 12/06/2022
Delayed (15 Min) Trade Data: 02:41pm 12/06/2022
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PetroSun Announces Completion of Drilling at Manuel Seep
Press Release | 12/06/2022
PHOENIX, AZ / ACCESSWIRE / December 6, 2022 / PetroSun, Inc. (OTC PINK:PSUD); (the "Company") announced today the completion of drilling operations at its Manuel Seep 2-1 well.
The Manuel Seep well was drilled to a total depth of approximately 4,010 feet. Production casing was then installed and cemented.
PetroSun Chairman Gordon LeBlanc, Jr., stated, "We are excited to announce the completion of drilling operations at Manuel Seep, which we believe to be prospective for helium production. We are currently planning steps to test for the presence of helium in commercial quantities, including logging the well, before we determine a target zone for perforation and flow testing."
ABOUT PETROSUN, INC.
PetroSun, Inc. owns significant leasehold acreage that is prospective in helium exploration and production in the Holbrook Basin of Arizona and prospective for natural gas and helium in the Paradox Basin of Utah. The Company holds mineral leases on approximately 280,000 gross acres in the Holbrook Basin and over 26,000 gross acres in the Paradox Basin. The Company trades on the OTC Pink Sheets under the symbol "PSUD".
Forward-Looking Statements Disclaimer:
FOR EVERYONE THAT MISSED IT.........PetroSun, Inc.
Common Stock
0.09
0.02
28.57%
0.072 / 0.09 (1 x 1)
Real-Time Best Bid & Ask: 05:00pm 12/06/2022
Delayed (15 Min) Trade Data: 02:41pm 12/06/2022
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PetroSun Announces Completion of Drilling at Manuel Seep
Press Release | 12/06/2022
PHOENIX, AZ / ACCESSWIRE / December 6, 2022 / PetroSun, Inc. (OTC PINK:PSUD); (the "Company") announced today the completion of drilling operations at its Manuel Seep 2-1 well.
The Manuel Seep well was drilled to a total depth of approximately 4,010 feet. Production casing was then installed and cemented.
PetroSun Chairman Gordon LeBlanc, Jr., stated, "We are excited to announce the completion of drilling operations at Manuel Seep, which we believe to be prospective for helium production. We are currently planning steps to test for the presence of helium in commercial quantities, including logging the well, before we determine a target zone for perforation and flow testing."
ABOUT PETROSUN, INC.
PetroSun, Inc. owns significant leasehold acreage that is prospective in helium exploration and production in the Holbrook Basin of Arizona and prospective for natural gas and helium in the Paradox Basin of Utah. The Company holds mineral leases on approximately 280,000 gross acres in the Holbrook Basin and over 26,000 gross acres in the Paradox Basin. The Company trades on the OTC Pink Sheets under the symbol "PSUD".
Forward-Looking Statements Disclaimer:
FOR EVERYONE THAT MISSED IT.........PetroSun, Inc.
Common Stock
0.09
0.02
28.57%
0.072 / 0.09 (1 x 1)
Real-Time Best Bid & Ask: 05:00pm 12/06/2022
Delayed (15 Min) Trade Data: 02:41pm 12/06/2022
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PetroSun Announces Completion of Drilling at Manuel Seep
Press Release | 12/06/2022
PHOENIX, AZ / ACCESSWIRE / December 6, 2022 / PetroSun, Inc. (OTC PINK:PSUD); (the "Company") announced today the completion of drilling operations at its Manuel Seep 2-1 well.
The Manuel Seep well was drilled to a total depth of approximately 4,010 feet. Production casing was then installed and cemented.
PetroSun Chairman Gordon LeBlanc, Jr., stated, "We are excited to announce the completion of drilling operations at Manuel Seep, which we believe to be prospective for helium production. We are currently planning steps to test for the presence of helium in commercial quantities, including logging the well, before we determine a target zone for perforation and flow testing."
ABOUT PETROSUN, INC.
PetroSun, Inc. owns significant leasehold acreage that is prospective in helium exploration and production in the Holbrook Basin of Arizona and prospective for natural gas and helium in the Paradox Basin of Utah. The Company holds mineral leases on approximately 280,000 gross acres in the Holbrook Basin and over 26,000 gross acres in the Paradox Basin. The Company trades on the OTC Pink Sheets under the symbol "PSUD".
Forward-Looking Statements Disclaimer:
IDIG..........................Total shares outstanding: 83,857,760 as of date: 06/30/2022
Number of shares in the Public Float
2,282,354 as of date: 06/30/2022
Total number of shareholders of record: 78 as of date: 06.......
LHCIW...........................................WHAT EVER THIS MEANS.....JOKER...........................PRELIMINARY PROXY MATERIALS
SUBJECT TO COMPLETION
LETTER TO SHAREHOLDERS OF LEO HOLDINGS CORP. II
Albany Financial Center, South Ocean Blvd, Suite 507
P.O. Box SP-63158, New Providence, Nassau, The Bahamas
Dear Leo Holdings Corp. II Shareholder:
You are cordially invited to attend an extraordinary general meeting of Leo Holdings Corp. II, a Cayman Islands exempted company (“Leo”), which will be held on January , 2023, at a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).
The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Leo’s Secretary at brown@leo.holdings by a.m., Eastern Time, on January , 2022 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/ .
The attached Notice of the Shareholder Meeting and proxy statement describe the business Leo will conduct at the Shareholder Meeting (unless Leo determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement) and provide information about Leo that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated December , 2022, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:
1.
Proposal No. 1—Extension Amendment Proposal—To amend, by way of special resolution, Leo’s Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Leo has to consummate a business combination (the “Articles Extension”) from January 12, 2023 to April 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 six times by an additional one month each time after the Articles Extension Date, by resolution of Leo’s board of directors (the “Board”), if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023 (each, an “Additional Articles Extension Date”) or a total of up to nine months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and
2.
Proposal No. 2—Adjournment Proposal—To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of Leo represented (either in person or by proxy) to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates,
Table of Contents
members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account (as defined below) of $720,000, in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Leo has not consummated a Business Combination by April 12, 2023, without approval of Leo’s public shareholders, Leo may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six times, each by one additional month (for a total of up to six additional months to complete a Business Combination), provided that the Lender will deposit $240,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $1,440,000 (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. If Leo completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the Private Placement Warrants (as defined below). If Leo does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal is to allow Leo additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.
The Memorandum and Articles of Association provide that Leo has until January 12, 2023 to complete its initial Business Combination. Leo’s Board has determined that it is in the best interests of Leo to seek an extension of the Termination Date and have Leo’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Leo believes that Leo may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Leo would be precluded from completing a Business Combination and would be forced to liquidate.
Leo reserves the right at any time to cancel the Shareholder Meeting and not to submit to its shareholders the Extension Amendment Proposal and implement the Articles Extension. In the event the Shareholder Meeting is cancelled, and a Business Combination is not consummated prior to January 12, 2023, Leo will dissolve and liquidate in accordance with the Memorandum and Articles of Association.
As contemplated by the Memorandum and Articles of Association, the holders of Leo’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Leo’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if the Articles Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if Leo does not complete a Business Combination by the Articles Extension Date or the relevant Additional Articles Extension Date.
On , the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of (including interest not previously released to Leo to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the
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Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $ [more/less] per share than if the shares were sold in the open market (based on the per share redemption price as of ). Leo cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Leo believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Leo does not complete a Business Combination on or before the Termination Date.
If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, Leo will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Leo’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Leo’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Leo’s warrants, which will expire worthless in the event Leo dissolves and liquidates the Trust Account.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting.
The Board has fixed the close of business on as the date for determining Leo’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.
Leo believes that it is in the best interests of Leo’s shareholders that Leo obtain the Articles Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of Leo and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal and “FOR” the Adjournment Proposal.
Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled
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to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Leo urges you to read this material carefully and vote your shares.
By Order of the Board of Directors of Leo Holdings Corp. II
Ed Forst
Chairman of the Board of Directors
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LEO HOLDINGS CORP. II
Albany Financial Center, South Ocean Blvd, Suite 507
P.O. Box SP-63158, New Providence, Nassau, The Bahamas
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF LEO HOLDINGS CORP. II
TO BE HELD ON JANUARY , 2023
To the Shareholders of Leo Holdings Corp. II:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Leo Holdings Corp. II, a Cayman Islands exempted company (“Leo”), will be held on January , 2023, at a.m., Eastern Time (the “Shareholder Meeting”), at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).
The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Leo’s Secretary at brown@leo.holdings by a.m., Eastern Time, on January , 2022 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/ .
You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Leo has to consummate a business combination (the “Articles Extension”) from January 12, 2023 to April 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 six times by an additional one month each time after the Articles Extension Date, by resolution of Leo’s board of directors (the “Board”), if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023 (each, an “Additional Articles Extension Date”) or a total of up to nine months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and (ii) an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Leo ordinary shares represented (either in person or by proxy) to approve the Extension Amendment Proposal (the “Adjournment Proposal”) (unless Leo determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement), each as more fully described below in the accompanying proxy statement, which is dated December , 2022, and is first being mailed to shareholders on or about that date. The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:
1.
Proposal No. 1—The Extension Amendment Proposal—RESOLVED, as a special resolution that:
a)
Article 49.4(a) of Leo’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4 (a):
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 12 April 2023 (or 12 October 2023, if applicable under the provisions of this Article 49.4(a)) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of
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winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund (less taxes payable and up to US$100,000 of interest to pay liquidation expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Notwithstanding the foregoing or any other provisions of the Articles in the event that the Company has not consummated a Business Combination within twenty-seven months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to six times by an additional one month each time after the twenty-seventh month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until thirty-three months from the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit US$240,000 into the Trust Fund for each such monthly extension, for an aggregate deposit of up to US$1,440,000 (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
b)
Article 49.4(b) of Leo’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4(b):
“In the event that any amendment is made to Article 49.4 that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within twenty-seven months (or up to thirty-three months, if applicable under the provisions of Article 49.4(a)) after the date of the closing of the IPO, each holder of Public Shares who is not a Founder, officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund not previously released to the Company (net of taxes payable), divided by the number of then Public Shares in issue.”
2.
Proposal No. 2—The Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of Leo represented (either in person or by proxy) to approve the Extension Amendment Proposal.
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Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account (as defined below) of $720,000, in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Leo has not consummated a Business Combination by April 12, 2023, without approval of Leo’s public shareholders, Leo may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six times, each by one additional month (for a total of up to six additional months to complete a Business Combination), provided that the Lender will deposit $240,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $1,440,000 (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. If Leo completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the Private Placement Warrants (as defined below). If Leo does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal is to allow Leo additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.
The Memorandum and Articles of Association provide that Leo has until January 12, 2023 to complete its initial Business Combination. Leo’s Board has determined that it is in the best interests of Leo to seek an extension of the Termination Date and have Leo’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Leo believes that Leo may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Leo would be precluded from completing a Business Combination and would be forced to liquidate.
Leo reserves the right at any time to cancel the Shareholder Meeting and not to submit to its shareholders the Extension Amendment Proposal and implement the Articles Extension. In the event the Shareholder Meeting is cancelled and Leo is unable to complete a Business Combination on or before the Termination Date, Leo will dissolve and liquidate in accordance with the Memorandum and Articles of Association.
Leo believes that it is in the best interests of Leo’s shareholders that Leo obtain the Articles Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of Leo and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal.
As contemplated by the Memorandum and Articles of Association, the holders of Leo’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Leo’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if the Articles Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro
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rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if Leo does not complete a Business Combination by the Articles Extension Date or the relevant Additional Articles Extension Date.
On , the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of (including interest not previously released to Leo to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $ [more/less] per share than if the shares were sold in the open market (based on the per share redemption price as of ). Leo cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Leo believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Leo does not complete a Business Combination on or before the Termination Date.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension. In addition, Leo will not proceed with the Articles Extension if Leo will not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Leo cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the $[?] that was in the Trust Account as of (including interest not previously released to Leo to pay its taxes).
If the Extension Amendment Proposal is not approved or the Articles Extension is not implemented, and a Business Combination is not completed on or before the Termination Date, Leo will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Leo’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Leo’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Leo’s warrants, which will expire worthless in the event Leo dissolves and liquidates the Trust Account.
In the event of a liquidation, the Sponsor and the other initial shareholders of Leo will not receive any monies held in the Trust Account as a result of their ownership of 9,375,000 Class B Ordinary Shares which were issued to the Sponsor prior to the Initial Public Offering, and 6,666,667 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER
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MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting.
Record holders of Ordinary Shares at the close of business on (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 37,500,000 issued and outstanding Class A Ordinary Shares and 9,375,000 issued and outstanding Class B Ordinary Shares. Leo’s warrants do not have voting rights.
Our sponsor and Leo’s officers, directors and initial shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, Leo’s officers, directors and initial shareholders hold 20% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to Leo’s officers, directors and initial shareholders, (i) approval of the Extension Amendment Proposal will require the affirmative vote of at least 21,875,000 Ordinary Shares held by public shareholders (or approximately 58.3% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least 6,250,000 Ordinary Shares held by public shareholders (or approximately 16.7% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 14,062,501 Ordinary Shares held by public shareholders (or approximately 37.5% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least 2,343,751 Ordinary Shares held by public shareholders (or approximately 6.3% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.
The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Leo urges you to read this material carefully and vote your shares.
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The accompanying proxy statement is dated December , 2022, and is first being mailed to shareholders on or about that date.
By Order of the Board of Directors of Leo Holdings Corp. II
Ed Forst
Chairman of the Board of Directors
December , 2022
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
2
QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING
IF YOU PLAY MY PICKS YOU WILL EATING SPAM FOR BREAKFAST,LUNCH AND DINNER[color=red][/color]
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LHCIW...........................................WHAT EVER THIS MEANS.....JOKER...........................PRELIMINARY PROXY MATERIALS
SUBJECT TO COMPLETION
LETTER TO SHAREHOLDERS OF LEO HOLDINGS CORP. II
Albany Financial Center, South Ocean Blvd, Suite 507
P.O. Box SP-63158, New Providence, Nassau, The Bahamas
Dear Leo Holdings Corp. II Shareholder:
You are cordially invited to attend an extraordinary general meeting of Leo Holdings Corp. II, a Cayman Islands exempted company (“Leo”), which will be held on January , 2023, at a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).
The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Leo’s Secretary at brown@leo.holdings by a.m., Eastern Time, on January , 2022 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/ .
The attached Notice of the Shareholder Meeting and proxy statement describe the business Leo will conduct at the Shareholder Meeting (unless Leo determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement) and provide information about Leo that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated December , 2022, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:
1.
Proposal No. 1—Extension Amendment Proposal—To amend, by way of special resolution, Leo’s Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Leo has to consummate a business combination (the “Articles Extension”) from January 12, 2023 to April 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 six times by an additional one month each time after the Articles Extension Date, by resolution of Leo’s board of directors (the “Board”), if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023 (each, an “Additional Articles Extension Date”) or a total of up to nine months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and
2.
Proposal No. 2—Adjournment Proposal—To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of Leo represented (either in person or by proxy) to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates,
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members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account (as defined below) of $720,000, in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Leo has not consummated a Business Combination by April 12, 2023, without approval of Leo’s public shareholders, Leo may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six times, each by one additional month (for a total of up to six additional months to complete a Business Combination), provided that the Lender will deposit $240,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $1,440,000 (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. If Leo completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the Private Placement Warrants (as defined below). If Leo does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal is to allow Leo additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.
The Memorandum and Articles of Association provide that Leo has until January 12, 2023 to complete its initial Business Combination. Leo’s Board has determined that it is in the best interests of Leo to seek an extension of the Termination Date and have Leo’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Leo believes that Leo may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Leo would be precluded from completing a Business Combination and would be forced to liquidate.
Leo reserves the right at any time to cancel the Shareholder Meeting and not to submit to its shareholders the Extension Amendment Proposal and implement the Articles Extension. In the event the Shareholder Meeting is cancelled, and a Business Combination is not consummated prior to January 12, 2023, Leo will dissolve and liquidate in accordance with the Memorandum and Articles of Association.
As contemplated by the Memorandum and Articles of Association, the holders of Leo’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Leo’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if the Articles Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if Leo does not complete a Business Combination by the Articles Extension Date or the relevant Additional Articles Extension Date.
On , the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of (including interest not previously released to Leo to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the
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Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $ [more/less] per share than if the shares were sold in the open market (based on the per share redemption price as of ). Leo cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Leo believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Leo does not complete a Business Combination on or before the Termination Date.
If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, Leo will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Leo’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Leo’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Leo’s warrants, which will expire worthless in the event Leo dissolves and liquidates the Trust Account.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting.
The Board has fixed the close of business on as the date for determining Leo’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.
Leo believes that it is in the best interests of Leo’s shareholders that Leo obtain the Articles Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of Leo and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal and “FOR” the Adjournment Proposal.
Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled
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to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Leo urges you to read this material carefully and vote your shares.
By Order of the Board of Directors of Leo Holdings Corp. II
Ed Forst
Chairman of the Board of Directors
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LEO HOLDINGS CORP. II
Albany Financial Center, South Ocean Blvd, Suite 507
P.O. Box SP-63158, New Providence, Nassau, The Bahamas
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF LEO HOLDINGS CORP. II
TO BE HELD ON JANUARY , 2023
To the Shareholders of Leo Holdings Corp. II:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Leo Holdings Corp. II, a Cayman Islands exempted company (“Leo”), will be held on January , 2023, at a.m., Eastern Time (the “Shareholder Meeting”), at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).
The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting Leo’s Secretary at brown@leo.holdings by a.m., Eastern Time, on January , 2022 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/ .
You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Leo has to consummate a business combination (the “Articles Extension”) from January 12, 2023 to April 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 six times by an additional one month each time after the Articles Extension Date, by resolution of Leo’s board of directors (the “Board”), if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023 (each, an “Additional Articles Extension Date”) or a total of up to nine months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and (ii) an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Leo ordinary shares represented (either in person or by proxy) to approve the Extension Amendment Proposal (the “Adjournment Proposal”) (unless Leo determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement), each as more fully described below in the accompanying proxy statement, which is dated December , 2022, and is first being mailed to shareholders on or about that date. The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:
1.
Proposal No. 1—The Extension Amendment Proposal—RESOLVED, as a special resolution that:
a)
Article 49.4(a) of Leo’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4 (a):
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 12 April 2023 (or 12 October 2023, if applicable under the provisions of this Article 49.4(a)) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of
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winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund (less taxes payable and up to US$100,000 of interest to pay liquidation expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Notwithstanding the foregoing or any other provisions of the Articles in the event that the Company has not consummated a Business Combination within twenty-seven months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to six times by an additional one month each time after the twenty-seventh month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until thirty-three months from the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit US$240,000 into the Trust Fund for each such monthly extension, for an aggregate deposit of up to US$1,440,000 (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
b)
Article 49.4(b) of Leo’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4(b):
“In the event that any amendment is made to Article 49.4 that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within twenty-seven months (or up to thirty-three months, if applicable under the provisions of Article 49.4(a)) after the date of the closing of the IPO, each holder of Public Shares who is not a Founder, officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund not previously released to the Company (net of taxes payable), divided by the number of then Public Shares in issue.”
2.
Proposal No. 2—The Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of Leo represented (either in person or by proxy) to approve the Extension Amendment Proposal.
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Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account (as defined below) of $720,000, in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Leo has not consummated a Business Combination by April 12, 2023, without approval of Leo’s public shareholders, Leo may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six times, each by one additional month (for a total of up to six additional months to complete a Business Combination), provided that the Lender will deposit $240,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $1,440,000 (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Leo to the Lender. If Leo completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the Private Placement Warrants (as defined below). If Leo does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal is to allow Leo additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.
The Memorandum and Articles of Association provide that Leo has until January 12, 2023 to complete its initial Business Combination. Leo’s Board has determined that it is in the best interests of Leo to seek an extension of the Termination Date and have Leo’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Leo believes that Leo may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Leo would be precluded from completing a Business Combination and would be forced to liquidate.
Leo reserves the right at any time to cancel the Shareholder Meeting and not to submit to its shareholders the Extension Amendment Proposal and implement the Articles Extension. In the event the Shareholder Meeting is cancelled and Leo is unable to complete a Business Combination on or before the Termination Date, Leo will dissolve and liquidate in accordance with the Memorandum and Articles of Association.
Leo believes that it is in the best interests of Leo’s shareholders that Leo obtain the Articles Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of Leo and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal.
As contemplated by the Memorandum and Articles of Association, the holders of Leo’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Leo’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if the Articles Extension is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro
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rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if Leo does not complete a Business Combination by the Articles Extension Date or the relevant Additional Articles Extension Date.
On , the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of (including interest not previously released to Leo to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $ [more/less] per share than if the shares were sold in the open market (based on the per share redemption price as of ). Leo cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Leo believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Leo does not complete a Business Combination on or before the Termination Date.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension. In addition, Leo will not proceed with the Articles Extension if Leo will not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Leo cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the $[?] that was in the Trust Account as of (including interest not previously released to Leo to pay its taxes).
If the Extension Amendment Proposal is not approved or the Articles Extension is not implemented, and a Business Combination is not completed on or before the Termination Date, Leo will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Leo’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to Leo’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Leo’s warrants, which will expire worthless in the event Leo dissolves and liquidates the Trust Account.
In the event of a liquidation, the Sponsor and the other initial shareholders of Leo will not receive any monies held in the Trust Account as a result of their ownership of 9,375,000 Class B Ordinary Shares which were issued to the Sponsor prior to the Initial Public Offering, and 6,666,667 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LEO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER
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MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting.
Record holders of Ordinary Shares at the close of business on (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 37,500,000 issued and outstanding Class A Ordinary Shares and 9,375,000 issued and outstanding Class B Ordinary Shares. Leo’s warrants do not have voting rights.
Our sponsor and Leo’s officers, directors and initial shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, Leo’s officers, directors and initial shareholders hold 20% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to Leo’s officers, directors and initial shareholders, (i) approval of the Extension Amendment Proposal will require the affirmative vote of at least 21,875,000 Ordinary Shares held by public shareholders (or approximately 58.3% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least 6,250,000 Ordinary Shares held by public shareholders (or approximately 16.7% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 14,062,501 Ordinary Shares held by public shareholders (or approximately 37.5% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least 2,343,751 Ordinary Shares held by public shareholders (or approximately 6.3% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.
The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Leo urges you to read this material carefully and vote your shares.
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The accompanying proxy statement is dated December , 2022, and is first being mailed to shareholders on or about that date.
By Order of the Board of Directors of Leo Holdings Corp. II
Ed Forst
Chairman of the Board of Directors
December , 2022
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
2
QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING
JUST IN CASE THERE IS SOME THERE THERE THERE......I BOUGHT SOME............................................................................LHCIW 0.04 +3,900.00 ......462,051
JUST IN CASE THERE IS SOME THERE THERE THERE......I BOUGHT SOME............................................................................LHCIW 0.04 +3,900.00 462,051
IDIG.........YOUR DAYS ARE GETTING SHORT ON GETTING IN UNDER A DOLLAR
Number of shares in the Public Float
: 2,282,354 as of date: 03/31/2022
Total number of shareholders of record: 77 as of date: 03/31/2022
EQOSQ....06..........SOMETHING ABOUT THIS STOCK IS FUNKY...went from EQOS TO EQOSF TO EQOSQ but never filed BK...all within a week......joker
I bought in at 12cents sold at 2:50...then re-entered on the drop..waiting on 6-8 now..
Look at IDIG,,,,2 MILLION FLOAT...IDIG SECURITY DETAILS
Share Structure
Market Cap Market Cap
93,981,299
11/29/2022
Authorized Shares
800,000,000
11/30/2022
Outstanding Shares
696,157,774
11/30/2022
Restricted
679,762,772
11/30/2022
Unrestricted
16,395,002
11/30/2022
Held at DTC
2,282,354
11/30/2022
Float
2,282,354
11/15/2022
Par Value
0.001............................................................................................................................................IDIG Acquires Luna Mobile Inc. - Text Version
Press Release | 11/26/2022
International Digital Holding, Inc. acquires LUNA Mobile, Inc.
For Immediate Release: November 25, 2022
On November 14th, 2022, International Digital Holding, Inc. (OTC: IDIG) completed the acquisition of LUNA Mobile, Inc., headquartered in Sarasota, Florida (www.LunaHQ.com). LUNA was acquired through a tax-free share exchange for 600 million common, voting shares of IDIG. LUNA was founded in 2014 to develop and market a line of affordable, world-class Android smartphones. LUNA has negotiated and executed a perpetual licensing agreement with Microsoft Corporation to be protected under its global patent portfolio.
IDIG.....2 MILLION FLOAT THE NEXT NBLD........................................................IDIG SECURITY DETAILS
Share Structure
Market Cap Market Cap
93,981,299
11/29/2022
Authorized Shares
800,000,000
11/30/2022
Outstanding Shares
696,157,774
11/30/2022
Restricted
679,762,772
11/30/2022
Unrestricted
16,395,002
11/30/2022
Held at DTC
2,282,354
11/30/2022
Float
2,282,354
11/15/2022
Par Value
0.001
Market Value calculated only for respective security
OMONE MORE TIME.......................................IDIG SECURITY DETAILS
Share Structure
Market Cap Market Cap
93,981,299
11/29/2022
Authorized Shares
800,000,000
11/30/2022
Outstanding Shares
696,157,774
11/30/2022
Restricted
679,762,772
11/30/2022
Unrestricted
16,395,002
11/30/2022
Held at DTC
2,282,354
11/30/2022
Float
2,282,354
11/15/2022
Par Value
0.001
Market Value calculated only for respective security
ONE MORE TIME.......................................DIG Acquires Luna Mobile Inc. - Text Version
Press Release | 11/26/2022
International Digital Holding, Inc. acquires LUNA Mobile, Inc.
For Immediate Release: November 25, 2022
On November 14th, 2022, International Digital Holding, Inc. (OTC: IDIG) completed the acquisition of LUNA Mobile, Inc., headquartered in Sarasota, Florida (www.LunaHQ.com). LUNA was acquired through a tax-free share exchange for 600 million common, voting shares of IDIG. LUNA was founded in 2014 to develop and market a line of affordable, world-class Android smartphones. LUNA has negotiated and executed a perpetual licensing agreement with Microsoft Corporation to be protected under its global patent portfolio.
NBLD...IN AT .12 OUT AT 1.90.....IDIG IS NEXT.29....MARK THIS POST JOKER,
IDIG SECURITY DETAILS
Share Structure
Market Cap Market Cap
41,769,466
11/25/2022
Authorized Shares
800,000,000
11/25/2022
Outstanding Shares
696,157,774
11/25/2022
Restricted
679,762,772
11/25/2022
Unrestricted
16,395,002
11/25/2022
Held at DTC
2,282,354
11/25/2022
Float
2,282,354
11/15/2022
Par Value
IDIG........IDIG Acquires Luna Mobile Inc. - Text Version
Press Release | 11/26/2022
International Digital Holding, Inc. acquires LUNA Mobile, Inc.
For Immediate Release: November 25, 2022
On November 14th, 2022, International Digital Holding, Inc. (OTC: IDIG) completed the acquisition of LUNA Mobile, Inc., headquartered in Sarasota, Florida (www.LunaHQ.com). LUNA was acquired through a tax-free share exchange for 600 million common, voting shares of IDIG. LUNA was founded in 2014 to develop and market a line of affordable, world-class Android smartphones. LUNA has negotiated and executed a perpetual licensing agreement with Microsoft Corporation to be protected under its global patent portfolio.
Safe Harbor: This document contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to successfully implement its strategic plan. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this letter will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as representation by the Company or any other person that the objectives and plans of the Company will be achieved. In assessing forward-looking statements included herein, readers are urged to carefully read those statements. When used in the Annual Report on, the words "estimate," "anticipate," "expect," "believe," and similar expressions are intended to be forward-looking statements.
Investor Relations: Investor@DigitalHolding.com
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