| Item 1. | |
| (a) | Name of issuer:
Blue Owl Technology Finance Corp. II |
| (b) | Address of issuer's principal executive
offices:
399 Park Avenue, New York, New York, 10022 |
| Item 2. | |
| (a) | Name of person filing:
(i) Mubadala Investment Company PJSC, (ii) Mamoura Diversified Global Holding PJSC, and (iii) MIC Capital Management 85 RSC Ltd (collectively, the "Reporting Persons"). |
| (b) | Address or principal business office or, if
none, residence:
(i) For Mubadala Investment Company PJSC: Al Mamoura A, Al Muroor Street, Abu Dhabi, United Arab Emirates,
(ii) For Mamoura Diversified Global Holding PJSC: Al Mamoura A, Al Muroor Street, Abu Dhabi, United Arab Emirates,
(iii) For MIC Capital Management 85 RSC Ltd: 2462ResCowork01, 24th Floor, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. |
| (c) | Citizenship:
(i) Mubadala Investment Company PJSC is incorporated in The Emirate of Abu Dhabi, United Arab Emirates, (ii) Mamoura Diversified Global Holding PJSC is incorporated in The Emirate of Abu Dhabi, United Arab Emirates, and (iii) MIC Capital Management 85 RSC Ltd is incorporated in the Abu Dhabi Global Market, United Arab Emirates. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
000000000 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the 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) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
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) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 31,965,863.918 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Blue Owl Technology Finance Corp. II (the "Issuer"). As of December 31, 2024, each of the Reporting Persons may have been deemed to have beneficially owned 12,862,313.58 shares of Common Stock of the Issuer. All of the shares of Common Stock of the Issuer reported herein are directly held by MIC Capital Management 85 RSC Ltd ("85 RSC"). 85 RSC is a wholly owned subsidiary of Mamoura Diversified Global Holding PJSC, which is a wholly owned subsidiary of Mubadala Investment Company PJSC. Due to their relationship with 85 RSC, each of Mamoura Diversified Global Holding PJSC and Mubadala Investment Company PJSC may be deemed to indirectly beneficially own the shares of Common Stock of the Issuer held directly by 85 RSC. |
| (b) | Percent of class:
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own approximately 11.6% of the shares of Common Stock of the Issuer outstanding, based on 274,708,204.943 shares of Common Stock outstanding as of January 15, 2025, based on information received from the Issuer. As of December 31, 2024, each of the Reporting Persons may have been deemed to have beneficially owned approximately 6.7% of the shares of Common Stock of the Issuer outstanding, based on 190,911,918.288 shares of Common Stock outstanding as of December 17, 2024, based on information received from the Issuer. 11.6 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
As of the date hereof, each of the Reporting Persons may be deemed to have sole power to vote or to direct the vote of 0 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock.
|
| | (ii) Shared power to vote or to direct the
vote:
As of the date hereof, each of the Reporting Persons may be deemed to have shared power to vote or to direct the vote of 31,965,863.918 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons may have been deemed to have had shared power to vote or to direct the vote of 12,862,313.58 shares of Common Stock.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
As of the date hereof, each of the Reporting Persons may be deemed to have sole power to dispose or to direct the disposition of 0 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons may have been deemed to have had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
As of the date hereof, each of the Reporting Persons may be deemed to have shared power to dispose or to direct the disposition of 31,965,863.918 shares of Common Stock. As of December 31, 2024, each of the Reporting Persons may have been deemed to have had shared power to dispose or to direct the disposition of 12,862,313.58 shares of Common Stock.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 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 or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)