Statement of Ownership (sc 13g)
February 09 2022 - 4:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
Fusion
Acquisition Corp. II
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Titles
of Class of Securities)
36118N
102
(CUSIP
Number)
December
31, 2021
(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 of 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 in 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, as amended (the “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).
Schedule
13G
1
|
NAME OF REPORTING PERSON
Fusion Sponsor II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
12,500,000 (1)(2)(3)
|
6
|
SHARED VOTING POWER
- 0 -
|
7
|
SOLE DISPOSITIVE POWER
12,500,000 (1)(2)(3)
|
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000 (1)(2)(3)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (4)
|
12
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
The
securities are held directly by Fusion Sponsor II LLC (the “Sponsor”). John James is the sole managing member of the
Sponsor. Mr. James has voting and investment discretion with respect to the common stock held of record by the Sponsor.
|
(2)
|
The
Sponsor owns 12,500,000 Class B Common Stock, par value $0.0001 (“Class B Common Stock”) of the Issuer, which are convertible
for the Issuer’s Class A Common Stock, par value $0.0001 (“Class A Common Stock”) as described under the heading
“Description of Securities” in the Issuer’s registration statement on Form S-1 (File No. 333-252265) (the “Registration
Statement”) and have no expiration date.
|
(3)
|
Excludes
7,133,333 Class A Common Stock issuable upon the exercise of 7,133,333 private placement warrants of the Issuer. Each warrant is
exercisable to purchase one Class A Common Stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days
after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s
initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description
of Securities—Warrants” in the Registration Statement.
|
(4)
|
Based
on 50,000,000 Class A Common Stock and 12,500,000 Class B Common Stock outstanding as of November 15, 2021, as disclosed on the Issuer's
Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 15, 2021.
|
Schedule
13G
1
|
NAME OF REPORTING PERSON
John
James
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
12,500,000
(1)(2)(3)
|
6
|
SHARED VOTING POWER
- 0 -
|
7
|
SOLE DISPOSITIVE POWER
12,500,000 (1)(2)(3)
|
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000 (1)(2)(3)
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (4)
|
12
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
The
securities are held directly by the Sponsor. John James is the sole managing member of the Sponsor. Mr. James has voting
and investment discretion with respect to the common stock held of record by the Sponsor.
|
(2)
|
The
Sponsor owns 12,500,000 Class B Common Stock, par value $0.0001 (“Class B Common Stock”) of the Issuer, which are convertible
for the Issuer’s Class A Common Stock, par value $0.0001 (“Class A Common Stock”) as described under the heading
“Description of Securities” in the Issuer’s registration statement on Form S-1 (File No. 333-252265) (the “Registration
Statement”) and have no expiration date.
|
(3)
|
Excludes
7,133,333 Class A Common Stock issuable upon the exercise of 7,133,333 private placement warrants of the Issuer. Each warrant is
exercisable to purchase one Class A Common Stock at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days
after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s
initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description
of Securities—Warrants” in the Registration Statement.
|
(4)
|
Based
on 50,000,000 Class A Common Stock and 12,500,000 Class B Common Stock outstanding as of November 15, 2021, as disclosed on the Issuer's
Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on November 15, 2021.
|
Item
1(a). Name of Issuer:
Fusion
Acquisition Corp. II
Item
1(b). Address of Issuer’s Principal Executive Offices:
667
Madison Avenue, 5th Floor
New
York, NY 10065
Item
2(a). Name of Person Filing:
This
statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
1.
Fusion Sponsor II LLC
2.
John James
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is as follows:
667
Madison Avenue, 5th Floor
New
York, NY 10065
Item
2(c). Citizenship:
See
response to Item 4 on the cover page.
Item
2(d). Titles of Classes of Securities:
Class
A Common Stock, par value $0.0001 per share.
Item
2(e). CUSIP Number:
36118N
102
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
☐
|
Investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
|
Employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☐
|
Parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
|
Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
☐
|
Church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3).
|
|
(j)
|
☐
|
Non-U.S.
institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☐
|
Group
in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
.
|
Item
4. Ownership
|
(a)
|
Amount
beneficially owned:
|
See
response to Item 9 on the cover page.
See
response to Item 11 on the cover page.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
response to Item 5 on the cover page.
|
(ii)
|
Shared
power to vote or to direct the vote:
|
See
response to Item 6 on the cover page.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
See
response to Item 7 on the cover page.
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
See
response to Item 8 on the cover page.
Item
5. 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 five percent of the class of securities, check the following ☐.
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.
Item
10. Certification.
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 9, 2022
|
FUSION
SPONSOR II LLC
|
|
|
|
|
By:
|
/s/
John James
|
|
Name:
|
John
James
|
|
Title:
|
Managing
Member
|
|
JOHN
JAMES
|
|
|
|
|
By:
|
/s/
John James
|
|
Name:
|
John
James
|
Exhibit
Index
7
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