UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Colonnade Acquisition Corp. II
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Titles of Class of Securities)
G2284B127
(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 of 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 in 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, as amended (the “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).
Schedule 13G
| CUSIP No. G2284B127 |
| 1 | NAME OF REPORTING PERSON
Colonnade Sponsor II LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
8,250,000 (1)(2)(3) | ||||
| 6 | SHARED VOTING POWER
- 0 - | |||||
| 7 | SOLE DISPOSITIVE POWER
8,250,000 (1)(2)(3) | |||||
| 8 | SHARED DISPOSITIVE POWER
- 0 - | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,250,000 (1)(2)(3) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (4) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | The securities are held directly by Colonnade Sponsor II LLC (the “Sponsor”). Joseph S. Sambuco is the manager, and the members of the Issuer’s management team are among the members, of the Sponsor. Joseph S. Sambuco and Remy W. Trafelet are among the members who share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| (2) | The Sponsor owns 8,250,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1 (File No. 333-253091) and have no expiration date. |
| (3) | Excludes 5,733,333 Class A Ordinary Shares issuable upon the exercise of 5,733,333 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-253091). |
| (4) | Based on 33,000,000 Class A Ordinary Shares and 8,250,000 Class B Ordinary Shares outstanding as of November 22, 2021. |
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Schedule 13G
| CUSIP No. G2284B127 |
| 1 | NAME OF REPORTING PERSON
Joseph S. Sambuco | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
8,250,000 (1)(2)(3) | ||||
| 6 | SHARED VOTING POWER
- 0 - | |||||
| 7 | SOLE DISPOSITIVE POWER
8,250,000 (1)(2)(3) | |||||
| 8 | SHARED DISPOSITIVE POWER
- 0 - | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,250,000 (1)(2)(3) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (4) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | The securities are held directly by the Sponsor. Joseph S. Sambuco is the manager, and the members of the Issuer’s management team are among the members, of the Sponsor. Joseph S. Sambuco and Remy W. Trafelet are among the members who share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| (2) | The Sponsor owns 8,250,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1 (File No. 333-253091) and have no expiration date. |
| (3) | Excludes 5,733,333 Class A Ordinary Shares issuable upon the exercise of 5,733,333 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-253091). |
| (4) | Based on 33,000,000 Class A Ordinary Shares and 8,250,000 Class B Ordinary Shares outstanding as of November 22, 2021. |
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Item 1(a). Name of Issuer:
Colonnade Acquisition Corp. II
Item 1(b). Address of Issuer’s Principal Executive Offices:
1400 Centrepark Blvd, Ste 810
West Palm Beach, FL 33401
Item 2(a). Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
1. Colonnade Sponsor II LLC
2. Joseph S. Sambuco
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
1400 Centrepark Blvd, Ste 810
West Palm Beach, FL 33401
Item 2(c). Citizenship:
See response to Item 4 on the cover page.
Item 2(d). Titles of Classes of Securities:
Class A Ordinary Shares, par value $0.0001 per share.
Item 2(e). CUSIP Number:
G2284B127
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .. | ||||
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 such 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.
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 person has 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.
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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.
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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: January 13, 2022
| Colonnade Sponsor II LLC | ||
| By: | /s/ Joseph S. Sambuco | |
| Name: | Joseph S. Sambuco | |
| Title: | Manager | |
Joseph S. Sambuco | ||
| By: | /s/ Joseph S. Sambuco | |
| Name: | Joseph S. Sambuco | |
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Exhibit Index
Exhibit No. | Description | |
| Exhibit 1 | Joint Filing Agreement, dated as of January 13, 2022, by and among Colonnade Sponsor II LLC and Joseph S. Sambuco. | |
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