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| SEC FILE NUMBER |
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| 001-39865 |
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| CUSIP NUMBER |
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| G5463R102/G5463R110/G5463R128 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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| (Check One): |
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: September 30, 2023 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: N/A |
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| Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein. |
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Leo Holdings Corp. II
Full
Name of Registrant
Former Name if Applicable
Albany Financial Center South Ocean Blvd Suite #507
P.O. Box SP-63158
Address of
Principal Executive Office (Street and Number)
New Providence, Nassau, the Bahamas
City, State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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| ☒ |
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Leo Holdings Corp. II (the “Company”) has determined that it is unable, without unreasonable effort or expense, to
file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (the “Q3 2023 Form 10-Q”) by the prescribed filing date due to the reasons described below.
The Company is working diligently to complete the Q3 2023 Form 10-Q as soon as possible; however, due to unexpected delays in the completion of the Q3 2023
Form 10-Q, the Company is unable to complete and file the Q3 2023 Form 10-Q by the required due date of November 14, 2023 without unreasonable effort and expense. The Company does, however, expect to file such report within five calendar days
thereof.
PART IV — OTHER INFORMATION
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| (1) |
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Name and telephone number of person to contact in regard to this notification |
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Lyndon Lea |
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(+1) |
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310 800-1000 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☐ Yes ☒ No |
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| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Leo Holdings Corp. II
(Name
of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: November 15, 2023 |
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By: |
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/s/ Lyndon Lea |
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Name: Lyndon Lea |
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Title: Chief Executive Officer |
