INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Insu Acquisition Corp. II (“Issuer”)
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. LCG Holdings is the general partner of the Onshore Fund, the Offshore Master Fund and the Wavefront Fund. Lugard GP is the general partner of the Lugard Master Fund. Luxor Capital Group acts as the investment manager of the Onshore Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Lugard Master Fund and the Wavefront Fund (collectively, the “Funds”). Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. Mr. Leone is the managing member of LCG Holdings. Each of Messrs. Leone and Green is a managing member of Lugard GP.
By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of Class A Common Stock (as defined below) owned directly by the Onshore Fund, the Offshore Master Fund and the Wavefront Fund. By virtue of these relationships, each of Lugard GP and Mr. Green may be deemed to have voting and dispositive power with respect to the shares of Class A Common Stock owned directly by the Lugard Master Fund. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the shares of Class A Common Stock beneficially owned by the Funds.
The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, Lugard GP, LCG Holdings, Mr. Green and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York, New York 10036.
The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund and the Lugard Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Mr. Leone is a citizen of the United States.
Mr. Green is a citizen of the United States.
Each of Luxor Management, Lugard GP and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.
Each of the Onshore Fund, the Wavefront Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.
The Offshore Feeder Fund is an exempted company formed under the laws of the Cayman Islands.
Each of the Offshore Master Fund and the Lugard Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.
Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
As of the date of this Schedule 13G, a CUSIP number for the Issuer’s Class A Common Stock is not available. The CUSIP number for the Issuer’s units is 457821304. See Item 4(a) below.
Item 4. Ownership.
| (a) | Amount beneficially owned: |
As of the close of business on September 11, 2020, the reporting persons beneficially owned an aggregate of 1,400,000 shares of the Issuer’s Class A Common Stock as a result of holding 1,400,000 of the Issuer’s units. Each unit consists of one share of the Issuer’s Class A Common Stock and one-third of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuer’s Class A Common Stock. The Issuer’s warrants will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering. Specifically, as of the close of business on September 11, 2020,
| (i) | The Onshore Fund beneficially owned 13,682 shares of Class A Common Stock; |
| (ii) | The Offshore Master Fund beneficially owned 9,541 shares of Class A Common Stock. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the shares of Class A Common Stock beneficially owned by the Offshore Master Fund; |
| (iii) | The Lugard Master Fund beneficially owned 1,373,007 shares of Class A Common Stock; |
| (iv) | The Wavefront Fund beneficially owned 3,770 shares of Class A Common Stock; |
| (v) | LCG Holdings, as the general partner of the Onshore Fund, the Offshore Master Fund and the Wavefront Fund may be deemed to have beneficially owned the 26,993 shares of Class A Common Stock beneficially owned by the Onshore Fund, the Offshore Master Fund and the Wavefront Fund; |
| (vi) | Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to have beneficially owned the 1,373,007 shares of Class A Common Stock beneficially owned by the Lugard Master Fund; |
| (vii) | Mr. Green, as a managing member of Lugard GP, may be deemed to have beneficially owned the 1,373,007 shares of Class A Common Stock beneficially owned by Lugard GP. |
| (viii) | Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 1,400,000 shares of Class A Common Stock beneficially owned by the Funds; |
| (ix) | Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 1,400,000 shares of Class A Common Stock beneficially owned by Luxor Capital Group; and |
| (x) | Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 1,400,000 shares of Class A Common Stock beneficially owned by Luxor Management. |
As of the close of business on September 11, 2020, the Reporting Persons may be deemed to have beneficially owned 1,400,000 shares of the Issuer’s Class A Common Stock or 5.95% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 23,540,000 shares of the Issuer’s Class A Common Stock outstanding as of September 8, 2020, as per the information reported in the Issuer’s Form 8-K filed September 9, 2020. Specifically, as of the close of business on September 11, 2020,
| (i) | The Onshore Fund beneficially owned less than 1% of the outstanding shares of Class A Common Stock; |
| (ii) | The Offshore Master Fund beneficially owned less than 1% of the outstanding shares of Class A Common Stock and the Offshore Feeder Fund may be deemed to have beneficially owned less than 1% of the outstanding shares of Class A Common Stock; |
| (iii) | The Lugard Master Fund beneficially owned approximately 5.83% of the outstanding shares of Class A Common Stock; |
| (iv) | Each of Lugard GP and Mr. Green may be deemed to have beneficially owned approximately 5.83% of the outstanding shares of Class A Common Stock; |
| (v) | The Wavefront Fund beneficially owned less than 1% of the outstanding shares of Class A Common Stock; |
| (vi) | LCG Holdings may be deemed to have beneficially owned less than 1% of the outstanding shares of Class A Common Stock; and |
| (vii) | Each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have beneficially owned approximately 5.95% of the outstanding shares of Class A Common Stock. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote of Class A Common Stock: |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote of Class A Common Stock: |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of Class A Common Stock: |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of Class A Common Stock: |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit A.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: September 14, 2020
LUXOR CAPITAL PARTNERS, LP
| By: LCG Holdings, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
| By: LCG Holdings, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
| By: Luxor Capital Group, LP, as investment manager |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUGARD ROAD CAPITAL MASTER FUND, LP
| By: Lugard Road Capital GP, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR CAPITAL GROUP, LP
| By: Luxor Management, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR WAVEFRONT, LP
| By: LCG Holdings, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LCG HOLDINGS, LLC
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUGARD ROAD CAPITAL GP, LLC
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR MANAGEMENT, LLC
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
/s/ Norris Nissim
NORRIS NISSIM, as Agent for Jonathan Green
/s/ Norris Nissim
NORRIS NISSIM, as Agent for Christian Leone
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Insu Acquisition Corp. II dated September 14, 2020, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: September 14, 2020
LUXOR CAPITAL PARTNERS, LP
| By: LCG Holdings, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
| By: LCG Holdings, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
| By: Luxor Capital Group, LP, as investment manager |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUGARD ROAD CAPITAL MASTER FUND, LP
| By: Lugard Road Capital GP, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR WAVEFRONT, LP
| By: LCG Holdings, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR CAPITAL GROUP, LP
| By: Luxor Management, LLC, as General Partner |
| |
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LCG HOLDINGS, LLC
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUGARD ROAD CAPITAL GP, LLC
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
LUXOR MANAGEMENT, LLC
| | By: | /s/ Norris Nissim |
| | | Norris Nissim, |
| | | General Counsel |
/s/ Norris Nissim
NORRIS NISSIM, as Agent for Jonathan Green
/s/ Norris Nissim
NORRIS NISSIM, as Agent for Christian Leone
EXHIBIT B
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.
/s/ Christian Leone
ACKNOWLEDGEMENT IN NEW YORK STATE
STATE OF NEW YORK )
COUNTY OF NEW YORK )
On November 6, 2017 before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Clare Rosenbalm
Name: Clare Rosenbalm
Notary Public, State of NY
License #: 01RO6364701
Commission Expires: September 18, 2021
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.
/s/ Jonathan Green
ACKNOWLEDGEMENT IN NEW YORK STATE
STATE OF NEW YORK )
COUNTY OF NEW YORK )
On November 6, 2017 before me, the undersigned personally appeared, Jonathan Green, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Clare Rosenbalm
Name: Clare Rosenbalm
Notary Public, State of NY
License #: 01RO6364701
Commission Expires: September 18, 2021
