Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
13 Fevereiro 2024 - 6:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
Vector
Acquisition Corporation II
(Name
of Issuer)
Class
A Ordinary Shares, Par Value $0.0001
(Title of Class of Securities)
G9460A104
(CUSIP
Number)
December
31, 2023
(Date of Event Which Requires Filing of this Statement)
Check
the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
| 1.
|
Names
of Reporting Persons
Vector
Acquisition Partners II, L.P. |
| 2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Cayman
Islands |
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
12,275,000 |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
12,275,000 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,275,000(1) |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent
of Class Represented By Amount in Row (9)
75.51%(2) |
| 12. |
Type
of Reporting Person (See Instructions)
PN |
(1) Represents
12,275,000 Class A Ordinary Shares, par value $0.0001 per share (“Class A Shares”).
(2) Calculated
based on 16,256,826 Class A Shares outstanding as of November 9, 2023, as reported on the Issuer’s Form 10-Q, filed on November
9, 2023.
| 1.
|
Names
of Reporting Persons
Vector
Capital Partners V, Ltd. |
| 2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Cayman
Islands |
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
12,275,000 |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
12,275,000
|
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,275,000(1) |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent
of Class Represented By Amount in Row (9)
75.51%(2) |
| 12. |
Type
of Reporting Person (See Instructions)
CO |
(1) Represent 12,275,000 Class A Shares.
(2) Calculated
based on 16,256,826 Class A Shares outstanding as of November 9, 2023, as reported on the Issuer’s Form 10-Q, filed on November
9, 2023.
Vector
Acquisition Corporation II (the “Issuer”)
| Item 1(b). | Address
of the Issuer’s Principal Executive Offices |
One
Market Street, Steuart Tower, 23rd Floor
San
Francisco, CA 94105
| Item 2(a). | Names
of Persons Filing |
This
statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Vector
Acquisition Partners II, L.P. (the “Sponsor”) |
| (ii) | Vector
Capital Partners V, Ltd. (the “General Partner”) |
| Item 2(b). | Address
of the Principal Business Office, or if none, Residence |
One
Market Street, Steuart Tower, 23rd Floor
San
Francisco, CA 94105
See
responses to Item 4 on each cover page.
| Item 2(d). | Title
of Class of Securities |
Class
A Ordinary Shares, $0.0001 par value per share
G9460A104
| Item 3. | If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a (n): |
Not
Applicable.
| (a) | Amount
beneficially owned: |
See responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
| (c) | Number
of shares as to which the Reporting Person has: |
| (i) | Sole
power to vote or to direct the vote: |
See
responses to Item 5 on each cover page.
| (ii) | Shared
power to vote or to direct the vote: |
See
responses to Item 6 on each cover page.
| (iii) | Sole
power to dispose or to direct the disposition of: |
See
responses to Item 7 on each cover page.
| (iv) | Shared
power to dispose or to direct the disposition of: |
See
responses to Item 8 on each cover page.
The
reported securities are directly held by the Sponsor and the Sponsor is controlled by the General Partner. Accordingly, all of the shares
held by the Sponsor may be deemed to be beneficially held by the General Partner. The General Partner is governed by a board of directors,
the members of which disclaim beneficial ownership of the reported securities. The filing of this statement shall not be deemed an admission
by either Reporting Person or any member of the board that they are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any securities covered by this statement.
| Item 5. | Ownership
of Five Percent or Less of a Class |
Not
Applicable.
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person |
Not
Applicable.
| Item 7 | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company |
Not
Applicable.
| Item 8. | Identification
and Classification of Members of the Group |
Not
Applicable.
| Item 9. | Notice
of Dissolution of Group |
Not
Applicable.
Not
Applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 13, 2024
| |
VECTOR ACQUISITION PARTNERS II, L.P. |
| |
|
| |
By: Vector Capital Partners V, Ltd., its general partner |
| |
|
| |
By: |
/s/ David Baylor |
| |
Name: |
David Baylor |
| |
Title: |
Officer |
| |
|
| |
VECTOR CAPITAL PARTNERS V, LTD. |
| |
|
| |
By: |
/s/ David Baylor |
| |
Name: |
David Baylor |
| |
Title: |
Officer |
EXHIBIT
LIST
| Exhibit A | Joint
Filing Agreement, dated as of February 14, 2022, by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to
that certain Schedule 13G filed on February 14, 2022, by the Reporting Persons with the Securities and Exchange Commission). |
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