Statement of Ownership (sc 13g)
March 25 2021 - 7:02PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*/
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(Rule 13d-102)
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Silver Spike Acquisition Corp. II
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(Name of Issuer)
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Class A ordinary shares, par value $0.0001 per share
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(Title of Class of Securities)
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G8201H121**
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(CUSIP Number)
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March
15, 2021
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Date of Event Which Requires Filing of the Statement
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x 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.
** (See item 2(e))
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).
CUSIP
No. G8201H121
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13G
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Page
2 of 14
Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,100,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The percentages reported in this Schedule 13G are based upon 28,750,000
Class A ordinary shares outstanding after completion of the initial public offering and full exercise of the over-allotment option (according
to the issuer’s Form 8-K as filed with the Securities and Exchange Commission on March 23, 2021). Except as described in the preceding
sentence, all share numbers for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market
on March 25, 2021.
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CUSIP
No. G8201H121
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13G
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Page
3 of 14
Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,100,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. G8201H121
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13G
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Page
4 of 14
Pages
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1.
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NAME OF REPORTING PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,100,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. G8201H121
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13G
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Page
5 of 14
Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,094 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
BD, OO
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CUSIP No. G8201H121
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13G
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Page
6 of 14
Pages
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1.
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NAME OF REPORTING PERSON
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,094 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. G8201H121
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13G
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Page
7 of 14
Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,094 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. G8201H121
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13G
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Page 8 of 14 Pages
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1.
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NAME
OF REPORTING PERSON
Kenneth
Griffin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,114,094 shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
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¨
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
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12.
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TYPE
OF REPORTING PERSON
IN;
HC
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CUSIP No. G8201H121
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13G
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Page
9 of 14 Pages
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Silver Spike Acquisition Corp. II
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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660 Madison Ave., Suite 1600, New York, NY 10065
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Item 2(a)
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Name of Person Filing
This Schedule 13G is being jointly
filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”),
Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”)
and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”)
with respect to Class A ordinary shares of the above-named issuer owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman
Islands company (“CM”), and Citadel Securities.
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Citadel Advisors is the portfolio manager for CM. CAH is the
sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the
general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and
CSGP.
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The filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually
owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois
60603.
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Item 2(c)
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Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State
of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S.
citizen.
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Item 2(d)
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Title of Class of Securities
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Class A ordinary shares, par value $0.0001 per share
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Item 2(e)
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CUSIP Number
As of the date of this Schedule 13G, a CUSIP number for the issuer’s Class A ordinary shares is not available. Initially, each
of the Class A ordinary shares and warrants to purchase Class A ordinary shares will trade as a unit. The CUSIP number for the issuer’s
units is G8201H121.
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CUSIP No. G8201H121
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13G
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Page
10 of 14 Pages
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
CUSIP No. G8201H121
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13G
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Page
11 of 14 Pages
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A. Citadel Advisors
LLC, Citadel Advisors Holdings LP and Citadel GP LLC
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(a)
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Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially
own 2,100,000 Class A ordinary shares.
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(b)
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The number of shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may
be deemed to beneficially own constitutes approximately 7.3% of the Class A ordinary shares outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 2,100,000
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 2,100,000
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B. Citadel Securities
LLC
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(a)
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Citadel Securities LLC may be deemed to beneficially own 14,094 Class A ordinary shares.
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(b)
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The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes less than
0.1% of the Class A ordinary shares outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 14,094
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 14,094
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C. CALC IV LP and
Citadel Securities GP LLC
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(a)
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Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 14,094 Class A ordinary
shares.
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(b)
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The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially
own constitutes less than 0.1% of the Class A ordinary shares outstanding.
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CUSIP No. G8201H121
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13G
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Page
12 of 14 Pages
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 14,094
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 14,094
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(a)
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Mr. Griffin may be deemed to beneficially own 2,114,094 Class A ordinary shares.
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(b)
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The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 7.4% of
the Class A ordinary shares outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 2,114,094
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 2,114,094
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CUSIP No. G8201H121
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13G
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Page
13 of 14 Pages
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Item 5
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Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ¨.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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See Item 2 above
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9
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Notice of Dissolution of Group
|
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Not Applicable
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Item 10
|
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. G8201H121
|
13G
|
Page
14 of 14 Pages
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After reasonable inquiry and
to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and
correct.
Dated this 25th day of March, 2021.
CITADEL
SECURITIES LLC
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CITADEL
ADVISORS LLC
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By:
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/s/
Guy Miller
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By:
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/s/
Gregory Johnson
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Guy
Miller, Authorized Signatory
|
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Gregory
Johnson, Authorized Signatory
|
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CALC
IV LP
|
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CITADEL
ADVISORS HOLDINGS LP
|
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By:
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/s/
Guy Miller
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By:
|
/s/
Gregory Johnson
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Guy
Miller, Authorized Signatory
|
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Gregory
Johnson, Authorized Signatory
|
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CITADEL
SECURITIES GP LLC
|
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CITADEL
GP LLC
|
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By:
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/s/
Guy Miller
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By:
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/s/
Gregory Johnson
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Guy
Miller, Authorized Signatory
|
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Gregory
Johnson, Authorized Signatory
|
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KENNETH
GRIFFIN
|
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By:
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/s/
Gregory Johnson
|
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Gregory
Johnson, attorney-in-fact*
|
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*
|
Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein.
The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisitions Corp. on February
1, 2021.
|
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