Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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
| CUSIP No. 36118N 102 |
| 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. |
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Schedule 13G
| CUSIP No. 36118N 102 |
| 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. |
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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: ______________ . | |||
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Item 4. Ownership
| (a) | Amount beneficially owned: |
See response to Item 9 on the cover page.
| (b) | Percent of class: |
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.
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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 | |
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Exhibit Index
| Exhibit No. | Description | |
| Exhibit 1 | Joint Filing Agreement, dated as of February 9, 2022, by and between Fusion Sponsor II LLC and John James. |
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