Leo Holdings Corp. II (LHC) SC 13G Leo Holdings Corp. II / Leo Investors II Limited Partnership ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

Leo Holdings Corp. II.

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G5463R102

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* 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 (“Act”) 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).

1.	Names of Reporting Persons   Leo Investors II Limited Partnership
2.	Check The Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   15,862,167 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   15,862,167 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   15,862,167 (1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
11.	Percent of Class Represented By Amount in Row (9)   29.72%(2)
12.	Type of Reporting Person (See Instructions)   PN

(1) Represents 15,862,167 Class A ordinary shares acquirable in respect of (i) 9,195,500 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination and (ii) 6,666,667 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

(2) Calculated based on (i) 37,500,000 Class A ordinary shares outstanding as of November 12, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 15,862,167 Class A ordinary shares issuable in connection with the 9,195,500 Class B Shares and 6,666,667 Private Placement Warrants.

1.	Names of Reporting Persons   Leo Investors GP II Limited
2.	Check The Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned By Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   15,862,167 (1)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   15,862,167 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   15,862,167 (1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐
11.	Percent of Class Represented By Amount in Row (9)   29.72%(2)
12.	Type of Reporting Person (See Instructions)   OO

(1) Represents 15,862,167 Class A ordinary shares acquirable in respect of (i) 9,195,500 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination and (ii) 6,666,667 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

(2) Calculated based on (i) 37,500,000 Class A ordinary shares outstanding as of November 12, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and (ii) 15,862,167 Class A ordinary shares issuable in connection with the 9,195,500 Class B Shares and 6,666,667 Private Placement Warrants.

Item 1(a). Name of Issuer

Leo Holdings Corp. II

Item 1(b). Address of the Issuer’s Principal Executive Offices

Albany Financial Center, South Ocean Blvd, Suite #507,

P.O. Box SP-63158, New Providence, Nassau, The Bahamas

Item 2(a). Names of Persons Filing

This statement is filed by the entities listed below, all of whom are referred to herein as the “Reporting Persons”:

(i) Leo Investors II Limited Partnership

(ii) Leo Investors GP II Limited

Item 2(b). Address of the Principal Business Office, or if none, Residence:

Albany Financial Center, South Ocean Blvd, Suite #507,

P.O. Box SP-63158, New Providence, Nassau, The Bahamas

PO Box 309, Ugland House

Grand Cayman, Cayman Islands KY1-1104

Item 2(c). Citizenship

See response to Item 4 on the cover page.

Item 2(d). Title of Class of Securities

Class A ordinary shares, par value $0.0001 per share.

Item 2(e). CUSIP Number

G5463R102

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Not Applicable.

Item 4. Ownership

(a) Amount beneficially owned:

See response to Item 9 on the cover page.

(b) Percent of Class:

See response to Item 11 on the cover page.

(c) Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

(ii) Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii) Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv) Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

The reported securities are held by Leo Investors II Limited Partnership, which is controlled by its general partner, Leo Investors GP II Limited and each of the foregoing may be deemed to be the beneficial owner of the reported securities. Leo Investors GP II Limited is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of Leo Investors II Limited Partnership. No individual director of Leo Investors GP II Limited exercises voting or dispositive control over the reported securities and, therefore, no individual director of Leo Investors GP II Limited has or shares beneficial ownership of such securities. This Statement shall not be construed as an admission that either Reporting Person or any individual director of Leo Investors GP II Limited is the beneficial owner of any securities covered by this Statement

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    February 11, 2022

Leo Investors II Limited Partnership
By:	Leo Investors GP II Ltd., its general partner
	/s/ Simon Brown
	Name: Simon Brown
	Title: Director