LHC / Leo Holdings Corp II - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

LHC / Leo Holdings Corp II - Class A / NOMURA HOLDINGS INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

LHC / Leo Holdings Corp II - Class A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Leo Holdings Corp. II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G5463R102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the approp

LHC / Leo Holdings Corp II - Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formleoholdingssc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) 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, 2023 (Date of Event Which Requires Filing

LHC / Leo Holdings Corp II - Class A / Leo Investors II Limited Partnership - SC 13G/A Passive Investment

SC 13G/A 1 d711303dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Leo Holdings Corp. II (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) G5463R102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

JOINT FILING AGREEMENT

EX-99.A 2 d711303dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share, of Leo Holdings Corp. II (this “Agreement”), is b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39865 LEO HOLDINGS CORP. II (Exact name of registrant as specified in it

LHC / Leo Holdings Corp II - Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 lhc20231130.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 LEO HOLDINGS CORP. II (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G5463R102 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 15, 2023, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 LEO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact nam

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incorporation) (Commissi

Termination Agreement, dated as of November 20, 2023, by and among Leo Holdings Corp. II, Glimpse Merger Sub, Inc., Glimpse Merger Sub II, LLC and World View Enterprises Inc.

Exhibit 10.1 Execution Version TERMINATION OF AGREEMENT AND PLAN OF MERGER This TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of November 20, 2023 (this “Agreement”), is entered into among Leo Holdings Corp. II, a Cayman Islands exempted company (“Parent”), Glimpse Merger Sub, Inc., a Delaware corporation and a direct and wholly owned Subsidiary of Parent (“Merger Sub I”), Glimpse Merger S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 LEO HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incorporation) (Commissi

World View and Leo Holdings Corp. II intend to Mutually Agree to Terminate Business Combination Agreement

Exhibit 99.1 World View and Leo Holdings Corp. II intend to Mutually Agree to Terminate Business Combination Agreement TUCSON, Ariz. – November 17, 2023 – World View, a global leader in stratospheric exploration and flight, and Leo Holdings Corp. II (NYSE: LHC) (“Leo”), a special purpose acquisition company (“SPAC”), announced today that they intend to mutually agree to terminate their previously

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐

NT 10-Q SEC FILE NUMBER 001-39865 CUSIP NUMBER G5463R102/G5463R110/G5463R128 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

Promissory Note, dated October 16, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEO HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

Amendment to Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Leo Holdings Corp. II (ROC #365725) (the “Company”) TAKE NOTICE that by Minutes of the Extraordinary General Meeting of the Company held on 12 October 2023, the following special resolutions were passed: Proposal No. 1—The Extension Amendment Proposal— RESOLVED, as a special resolution t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEO HOLDINGS COR

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incorporation) (Commi

Second Amendment to the Agreement and Plan of Merger, dated as of October 12, 2023, by and among Leo Holdings Corp. II, Glimpse Merger Sub, Inc., Glimpse Merger Sub II, LLC and World View Enterprises Inc.

EX-2.1 Exhibit 2.1 Execution Version SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of October 12, 2023, is entered into by and among Leo Holdings Corp. II, a Cayman Islands exempted company (“Parent”), Glimpse Merger Sub, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Parent (“Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 LEO HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 LEO HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 LEO HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 LEO HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Leo Holdings III Corp. Albany Financial Center, South Ocean Blvd, Suite #507 P.O. Box SP-63158 New Providence, Nassau, The Bahamas September 22, 2023

Leo Holdings III Corp. Albany Financial Center, South Ocean Blvd, Suite #507 P.O. Box SP-63158 New Providence, Nassau, The Bahamas September 22, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Bradley Ecker and Ms. Jennifer Angelini Re: Leo Holdings Corp. II   Preliminary Proxy Statement on Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Amended and Restated Agreement and Plan of Merger, dated as of September 13, 2023, by and among Leo Holdings Corp. II, Glimpse Merger Sub, Inc., Glimpse Merger Sub II, LLC and World View Enterprises Inc.

Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG LEO HOLDINGS CORP. II, GLIMPSE MERGER SUB, INC., GLIMPSE MERGER SUB II, LLC and WORLD VIEW ENTERPRISES INC. Dated as of September 13, 2023 TABLE OF CONTENTS Page ARTICLE I THE CLOSING TRANSACTIONS 3 Section 1.1 The Merger 3 Section 1.2 Effective Time 4 Section 1.3 Governing Documents 4 Section 1.4 Director

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2023 LEO HOLDINGS C

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2023 LEO HOLDINGS CORP. II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39865 98-1574497 (State or Other Jurisdiction of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Strategic Agreement between World View Enterprises, Inc. and Sierra Nevada Corporation.

EX-10.18 Exhibit 10.18 Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. STRATEGIC AGREEMENT Parties: Sierra Nevada Corporation (SNC) [***] [***] World View Enterprises, Inc. (WVE or Partner) [***] [***] Points of Contact for contractual commu

Promissory Note, dated January 12, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 11, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Com

Specimen Common Stock Certificate of World View, Inc.

EX-4.5 Exhibit 4.5 NUMBER SHARES LEO HOLDINGS CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR VALUE $0.0001 EACH, OF LEO HOLDINGS CORP. II (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly

Form of Certificate of Corporate Domestication of Leo Holdings Corp. II to be filed with the Secretary of State of Delaware.

EX-4.6 Exhibit 4.6 Certificate of Domestication of Leo Holdings Corp. II CERTIFICATE OF DOMESTICATION OF LEO HOLDINGS CORP. II Pursuant to Section 388 of the General Corporation Law of the State of Delaware Leo Holdings Corp. II, a Cayman Islands exempted company limited by shares, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (upon such domes

As filed with the United States Securities and Exchange Commission on September 11 , 2023. Registration No. 333-271180 UNITED STATE S SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER T

Table of Contents As filed with the United States Securities and Exchange Commission on September 11 , 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 11, 2023 LEO HOLDINGS C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 11, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name of

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 LEO HOLDINGS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Commiss

Promissory Note, dated January 12, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.1 EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Offer Letter, dated February 8, 2019, between World View Enterprises Inc. and Ryan Hartman.

Exhibit 10.16 February 8, 2019 Ryan Hartman Re: Employment Terms Dear Ryan: On behalf of the Board of Directors (the “Board”) of World View Enterprises Inc. (“World View” or the “Company”) I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). Employment Position and Duties You will be employed in the position of Chief Executive

Consent of Lori Garver.

EX-99.7 Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Leo Holdings Corp. II of the Registration Statement (the “Registration Statement”) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Stateme

Form of Employment Agreement between New World View and Ryan Hartman.

EX-10.17 Exhibit 10.17 Ryan Hartman RE: Amended and Restated Offer Letter Dear Ryan, As you know, World View Enterprises, Inc. (the “Company”) expects to consummate a business combination pursuant to that certain Agreement and Plan of Merger dated January 12, 2023 (the “Transaction”). Certain changes to your employment terms and conditions are contemplated in connection with the Transaction. As su

As filed with the United States Securities and Exchange Commission on August 4, 2023. Registration No. 333-271180 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SEC

Table of Contents As filed with the United States Securities and Exchange Commission on August 4, 2023.

Form of Proxy Card.

EX-99.1 Exhibit 99.1 P R O X Y C A R D PRELIMINARY PROXY CARD SUBJECT TO COMPLETION Leo Holdings Corp. II Albany Financial Center South Ocean Blvd Suite #507 P.O. Box SP-63158 New Providence, Nassau, The Bahamas EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF LEO HOLDINGS CORP. II YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 12, 2023 LEO HOLDINGS CORP.

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 12, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 12, 2023 LEO HOLDINGS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 12, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Commissi

Promissory Note, dated January 12, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.1 EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

World View Names New Chief Financial Officer and Appoints New Member to Its Board of Directors Seasoned financial executive and former NASA administrator join the leading stratospheric exploration company as it prepares to go public Stephen Wideman L

425 Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a press release first made available on June 20, 2023. World View Names New Chief Financial Officer and Appoints New

Promissory Note, dated January 12, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.1 EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 12, 2023 LEO HOLDINGS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 12, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 12, 2023 LEO HOLDINGS CORP.

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 12, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE C O MMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE C O MMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name of registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Tran

NT 10-Q 1 d502262dnt10q.htm NT 10-Q 001-39865 SEC FILE NUMBER G5463R102 /G5463R110 /G5463R128 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Rep

Offer Letter, dated February 8, 2019, between World View Enterprises Inc. and Ryan Hartman.

Exhibit 10.16 February 8, 2019 Ryan Hartman Re: Employment Terms Dear Ryan: On behalf of the Board of Directors (the “Board”) of World View Enterprises Inc. (“World View” or the “Company”) I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). Employment Position and Duties You will be employed in the position of Chief Executive

As filed with the United States Securities and Exchange Commission on May 15, 2023. Registration No. 333-271180 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FOR M S-4 REGISTRATION STATEMENT UNDER THE SECU

As filed with the United States Securities and Exchange Commission on May 15, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2023 LEO HOLDINGS CORP. I

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Commi

Promissory Note, dated January 12, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.1 EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2023 LEO HOLDINGS CORP. I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Commissio

Promissory Note, dated January 12, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.1 EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2023 LEO HOLDINGS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2023 LEO HOLDINGS CORP.

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation) (Com

LHC / Leo Holdings Corp II - Class A / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoralhc033123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Leo Holdings Corp. II (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G5463R102 (CUSIP Number) March 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t

Consent of Deepak Kamra.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Leo Holdings Corp. II of the Registration Statement (the “Registration Statement”) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and a

As filed with the United States Securities and Exchange Commission on April 7, 2023 . Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Leo H

Table of Contents As filed with the United States Securities and Exchange Commission on April 7, 2023 .

List of Subsidiaries.

EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Entity Jurisdiction Glimpse Merger Sub, Inc. Delaware Glimpse Merger Sub II, Inc. Delaware

Lease Agreement, dated January 12, 2023, by and between Pima County and World View Enterprises Inc.

EX-10.13 4 d436135dex1013.htm EX-10.13 Exhibit 10.13 *** LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is entered into as of January 1, 2023 (the “Effective Date”), by and between PIMA COUNTY, a political subdivision of the State of Arizona (“Landlord”), and WORLD VIEW ENTERPRISES, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord owns that certain improved real property consisti

Consent of Ryan Hartman.

EX-99.2 Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Leo Holdings Corp. II of the Registration Statement (the “Registration Statement”) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Stateme

Form of Stock Option Grant Notice Agreement under the World View Enterprises Inc. Amended and Restated 2014 Equity Incentive Plan.

EX-10.15 Exhibit 10.15 WORLD VIEW ENTERPRISES INC. STOCK OPTION GRANT NOTICE (AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN) WORLD VIEW ENTERPRISES INC. (the “Company”), pursuant to its Amended and Restated 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below (the “Option”). The Option is s

Form of Certificate of Corporate Domestication of Leo Holdings Corp. II to be filed with the Secretary of State of Delaware.

EX-4.7 Exhibit 4.7 Certificate of Domestication of Leo Holdings Corp. II CERTIFICATE OF DOMESTICATION OF LEO HOLDINGS CORP. II Pursuant to Section 388 of the General Corporation Law of the State of Delaware Leo Holdings Corp. II, a Cayman Islands exempted company limited by shares, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (upon such domes

Filing Fees Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-4 (Form Type) Leo Holdings Corp. II (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type (1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Pa

World View Enterprises Inc. Amended and Restated 2014 Equity Incentive Plan.

EX-10.14 Exhibit 10.14 WORLD VIEW ENTERPRISES INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN 1. GENERAL. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock App

Consent of Sameer Gandhi.

EX-99.4 Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Leo Holdings Corp. II of the Registration Statement (the “Registration Statement”) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Stateme

Form of Certificate of Corporate Domestication of Leo Holdings Corp. II to be filed with the Secretary of State of Delaware.

EX-4.6 Exhibit 4.6 NUMBER SHARES LEO HOLDINGS CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR VALUE $0.0001 EACH, OF LEO HOLDINGS CORP. II (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly

Consent of Charlie Precourt.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Leo Holdings Corp. II of the Registration Statement (the “Registration Statement”) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and a

Consent of Lyndon Lea.

EX-99.6 14 d436135dex996.htm EX-99.6 Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Leo Holdings Corp. II of the Registration Statement (the “Registration Statement”) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being name

LHC / Leo Holdings Corp II - Class A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 * Leo Holdings Corp. II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G5463R102 (CUSIP Number) March 20, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Description of Securities*

EX-4.2 Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2022, Leo Holdings Corp. II (“we,” “our,” “us” or the “company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, (ii) Class A ordinary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name

World View to Lead Panel on Space Tourism’s Role In Purposeful Travel at SXSW 2023 The stratospheric exploration company is joined by Former NASA Astronaut Kathryn Sullivan, Avid Explorer Richard Garriott and Space Advocate Rachel Lyons

425 Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a press release first made available on March 13, 2023. World View to Lead Panel on Space Tourism’s Role In Purposef

Manifest Space (Morgan Brennan) x World View (Ryan Hartman) 12.15.23 at 1pm ET

425 Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a transcript of an interview first made available on February 17, 2023. Manifest Space (Morgan Brennan) x World View

The following is a transcript of an interview first made available on February 15, 2023.

425 Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a transcript of an interview first made available on February 15, 2023. Caroline Hyde 42:16 Let’s dig into this more

LHC / Leo Holdings Corp II / NOMURA HOLDINGS INC - SC 13G Passive Investment

SC 13G 1 brhc10047760sc13g.htm SC 13G 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 (Title of Class of Securities) G5463R102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check

LHC / Leo Holdings Corp II / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Leo Holdings Corporation II (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G5463R102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

LHC / Leo Holdings Corp II / Leo Investors II Limited Partnership - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Leo Holdings Corp. II (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) G5463R102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designa

LHC / Leo Holdings Corp II / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13galeoholdingscorp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) 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, 2022 (Date of Event Which Requires Filing of this Stateme

LHC / Leo Holdings Corp II / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 lhc20230131.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Leo Holdings Corporation II (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G5463R102 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 3, 2023 LEO HOLDINGS COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 3, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865) 98-1574497 (State or other jurisdiction of incorporation) (Comm

DISCLAIMERS (1/2) This presentation and any accompanying oral presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential

EX-99.1 2 d380996dex991.htm EX-99.1 A NEW WORLD VIEW INVESTOR PRESENTATION FEBRUARY 2023 Exhibit 99.1 DISCLAIMERS (1/2) This presentation and any accompanying oral presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between World View Enterpr

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 3, 2023 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865) 98-1574497 (State or other jurisdiction of incorporation) (Comm

Filed by Leo Holdings Corp. II pursuant to

Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a transcript of an interview first made available on January 19, 2023. Carol Massar 0:00 All right, everybody. You’re li

Filed by Leo Holdings Corp. II pursuant to

Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a transcript of an interview first made available on January 18, 2023. Nicole Petallides 0:04 Welcome back to the watchl

1

Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a news article first made available on January 12, 2023. Balloon Surveillance Startup to List in $350 Million SPAC Deal

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 (January 9, 2023) LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdictio

Support Agreement, dated January 12, 2023, by and between Leo Holdings Corp. II, World View Enterprises Inc. and other parties thereto

EXHIBIT 10.3 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 12, 2023, by and between Leo Holdings Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance the Merger Agreement (as defined below), “Parent”), World View Enterprises Inc., a Delaware corporation (the “Company”) and the undersigned stockholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 (January

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 (January 9, 2023) LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdi

Amendment to Amended Restated Memorandum and Articles of Association of Leo Holdings Corp. II. (incorporated by reference to Exhibit 3.1 to Leo Holdings Corp. II’s Current Report on Form 8-K, filed on January 13, 2023).

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Leo Holdings Corp. II (ROC #365725) (the “Company”) TAKE NOTICE that by Minutes of the Extraordinary General Meeting of the shareholders of the Company dated 9 January 2023, the following special resolution was passed: Proposal No. 1—The Extension Amendment Proposal— RESOLVED, as a speci

Filed by Leo Holdings Corp. II pursuant to

Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following is a press release first made available on January 13, 2023. Stratospheric Exploration Leader World View to Go Public via S

Filed by Leo Holdings Corp. II pursuant to

Filed by Leo Holdings Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Leo Holdings Corp. II Commission File No. 001-39865 The following are social media posts first made available on January 13, 2023. World View’s Twitter: BREAKING NEWS : Stratospheric Explor

Sponsor Agreement, dated January 12, 2023, by and among Leo Holdings Corp. II, World View Enterprises Inc., Leo Investors II Limited Partnership and other parties thereto

EXHIBIT 10.1 SPONSOR AGREEMENT This Sponsor Agreement (this “Agreement”) is dated as of January 12, 2023, by and among Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”), Lori Bush (“Bush”), Mary E. Minnick (“Minnick”), Naveen Agarwal (“Agarwal”), Scott Flanders (“Flanders”), Imran Khan (“Khan”), Mark Masinter (“Masinter”), Scott McNealy (“McNealy”

Promissory Note, dated January 12, 2023, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EXHIBIT 10.4 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

Form of Amended and Restated Registration Rights Agreement, by and among Leo Holdings Corp. II, Leo Investors II Limited Partnership and other parties thereto.

EXHIBIT 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [], 2023 by and among World View Enterprises Inc., a Delaware corporation (formerly known as Leo Holdings Corp. II, a Cayman Islands exempted company) (including any of its successors or assigns, the “Company”), and the other parties heret

Agreement and Plan of Merger, dated as of January 12, 2023, by and among Leo Holdings Corp. II, Glimpse Merger Sub, Inc., Glimpse Merger Sub II, LLC, and World View Enterprises Inc.

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG LEO HOLDINGS CORP. II, GLIMPSE MERGER SUB, INC., GLIMPSE MERGER SUB II, LLC and WORLD VIEW ENTERPRISES INC. Dated as of January 12, 2023 This document is not intended to create nor shall it be deemed to create a legally binding or enforceable offer or agreement of any type or nature, unless and until agreed to and duly executed and delivered by

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 (January 5, 2023) LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 (January

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 (January 5, 2023) LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact nam

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2022 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name

Description of Securities*

Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Leo Holdings Corp. II (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, (ii) Class A ordinary shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings C

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporatio

LHC / Leo Holdings Corp II / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

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 included as part of the Units (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 des

LHC / Leo Holdings Corp II / Leo Investors II Limited Partnership - SC 13G Passive Investment

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 Des

LHC / Leo Holdings Corp II / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) 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 desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name of

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Tran

001-39865 SEC FILE NUMBER G5463R102 /G5463R110 /G5463R128 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

List of Subsidiaries*

Exhibit 21 List of Subsidiaries None.

Description of Securities*

Exhibit 4.2 LEO HOLDINGS CORP. II DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Leo Holdings Corp. II is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the comp

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Leo Holdings Corp. II (Exact name

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

LEO HOLDINGS CORP. II Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4

EX-99.1 Table of Contents Exhibit 99.1 LEO HOLDINGS CORP. II Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Leo Holdings Corp. II Opinion on the Financial Statement We have audited the accompanying balance sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LEO HOLDINGS CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 LEO HOLDINGS CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G5463R110** (CUSIP Number) JANUARY 8, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pur

Warrant Agreement, dated January 12, 2021, by and between Leo Holdings Corp. II and Continental Stock Transfer & Trust Company, as warrant agent

EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between LEO HOLDINGS CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2021, is by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also refer

Investment Management Trust Account Agreement, dated as of January 12, 2021, by and between Leo Holdings Corp. II and Continental Stock Transfer & Trust Company, as trustee

EX-10.2 6 d102099dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of January 12, 2021 by and between Leo Holdings Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-249676 (“Reg

Registration and Shareholder Rights Agreement among the Company, the Sponsor, the Underwriter and certain directors of the Company

EX-10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 12, 2021, by Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and. Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor” and, together with any person or entity wh

Letter Agreement between Leo Holdings Corp. II, Leo Investors II Limited Partnership and each director and executive officer of the Leo Holdings Corp. II

EX-10.4 Exhibit 10.4 January 7, 2021 Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, CA 90401 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accord

Amended and Restated Memorandum and Articles of Association of Leo Holdings Corp. II. (incorporated by reference to Exhibit 3.1 to Leo Holdings Corp. II’s Current Report on Form 8-K, filed on January 13, 2021).

EX-3.1 Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEO HOLDINGS CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED 11 JANUARY 2021 AND EFFECTIVE ON 11 JANUARY 2021) THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATIO

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 LEO HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-39865 98-1574497 (State or other jurisdiction of incorporation

Private Placement Warrant Purchase Agreement, dated January 7, 2021, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 7, 2021, is entered into by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Leo Investors II Limited Partnership, a

Administrative Services Agreement, dated January 12, 2021, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.5 Exhibit 10.5 Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, CA 90401 January 12, 2021 Leo Investors II Limited Partnership 100 Wilshire Boulevard Los Angeles, CA 90401 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offeri

Underwriting Agreement by and among the Company, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC

EX-1.1 Exhibit 1.1 Leo Holdings Corp. II 35,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York January 7, 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters Ladies and Gentlemen: Leo Holdings Corp. II, a Cayman Islan

$350,000,000 Leo Holdings Corp. II 35,000,000 Units

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-249676 PROSPECTUS $350,000,000 Leo Holdings Corp. II 35,000,000 Units Leo Holdings Corp. II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

-

Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, CA 90401 January 7, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Leo Holdings Corp. II Registration Statement on Form S-1 File No. 333-249676 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Leo Holdings Corp. II (the ?

-

Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 January 7, 2021 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.E. Washington, D.C. 20549 Attention: David Link Re: Leo Holdings Corp. II (the ?Company?) Regis

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEO HOLDINGS CORP.

- S-1/A

S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on January 6, 2021 under the Securities Act of 1933, as amended.

Specimen Unit Certificate of Leo Holdings Corp. II

EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Leo Holdings Corp. II DEFINITIONS CUSIP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Sha

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between LEO HOLDINGS CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Leo Investors II Limited Partnership, a Cayma

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

EX-10.8 Exhibit 10.8 January [ ], 2021 Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, CA 90401 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in acco

Form of Underwriting Agreement.

EX-1.1 2 d13915dex11.htm EX-1.1 Exhibit 1.1 Leo Holdings Corp. II 35,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York [●], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters Ladies and Gentlemen: Leo Holdings Corp.

- S-1/A

S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on January 4, 2021 under the Securities Act of 1933, as amended.

Consent of Mary E. Minnick.

EX-99.3 Exhibit 99.3 CONSENT OF MARY MINNICK Leo Holdings Corp. II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being n

Consent of Lori Bush.

EX-99.2 Exhibit 99.2 CONSENT OF LORI BUSH Leo Holdings Corp. II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being name

Form of Indemnity Agreement

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate prot

Securities Subscription Agreement, dated as of September 9 2020, by and between Leo Holdings Corp. II and Leo Investors II Limited Partnership

EX-10.7 Exhibit 10.7 Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, CA 90401 September 9, 2020 Leo Investors II Limited Partnership 100 Wilshire Boulevard Los Angeles, CA 90401 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on September 9, 2020 by and between Leo Investors II Limited Partnership, a Cayman Islands exempted limited partn

Specimen Warrant Certificate of Leo Holdings Corp. II

EX-4.3 7 d13915dex43.htm EX-4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW LEO HOLDINGS CORP. II A Cayman Islands Exempted Company CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that [], or registered assigns, is the

Consent of Naveen Agarwal.*

EX-99.1 Exhibit 99.1 CONSENT OF NAVEEN AGARWAL Leo Holdings Corp. II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.5 Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, CA 90401 [ ], 2021 Leo Investors II Limited Partnership 100 Wilshire Boulevard Los Angeles, CA 90401 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”)

Specimen Class A Ordinary Share Certificate of Leo Holdings Corp. II

EX-4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES LOE HOLDING CORP. II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR VALUE $0.0001 EACH, OF LEO HOLDINGS CORP. II (THE “COMPANY”) transferable on the books

Memorandum and Articles of Association.*

EX-3.1 Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEO HOLDINGS CORP. II Auth Code: B02901550792 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF LEO HOLDINGS CORP. II 1 The name of the Company is Leo Holdings Corp. II 2 The Reg

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LEO HOLDINGS CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED [ ]) THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LEO HOLDINGS CORP. II (ADOPTED BY SPECIAL RESOL

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [ ], 2021 by and between Leo Holdings Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-249676 (“Registration Statement”), for its init

Promissory Note, dated as of September 9, 2020, issued to the Sponsor.*

EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Form of Underwriting Agreement.

Exhibit 1.1 Leo Holdings Corp. II 35,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York [●], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters Ladies and Gentlemen: Leo Holdings Corp. II, a Cayman Islands exempted c

Power of Attorney (included on signature page).*

S-1/A As filed with the United States Securities and Exchange Commission on December 29, 2020 No.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT between LEO HOLDINGS CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

EX-10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2021, by Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and. Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor” and, together with any person or entity who herea

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Leo Investors II Limited Partnership, a Cayma

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*

EX-10.8 Exhibit 10.8 January [ ], 2021 Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, CA 90401 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in acco

Specimen Unit Certificate.

EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Leo Holdings Corp. II DEFINITIONS CUSIP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shar

Registration Statement - S-1

S-1 Table of Contents As filed with the United States Securities and Exchange Commission on October 26, 2020 under the Securities Act of 1933, as amended.

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Leo Holdings Corp. II 100 Wilshire Boulevard Los Angeles, California 90401 October 26, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, NE Washington, D.C. 20549 Attn: Jeffrey Lewis, Robert Telewicz, David Link, Brigitte Lippmann Re: Leo Holdings Corp. II Draft Registration Statement on Form S-1 Submitted Septemb

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DRS Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on September 15, 2020 under the Securities Act of 1933, as amended.