Amended Statement of Ownership (sc 13g/a)
11 Februar 2022 - 10:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RMG
Acquisition Corporation II
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G76083 115**
(CUSIP
Number)
February 11, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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*
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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 the disclosures provided in a prior cover page.
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**
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The Class A Ordinary Shares do not have a CUSIP number. The CUSIP number reported above is for the units
which include the Class A Ordinary Shares.
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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 (“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).
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1
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NAMES OF REPORTING PERSONS
Southpoint Master Fund, LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
Cayman
Islands
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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
0
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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
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN (Limited Partnership)
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1
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NAMES OF REPORTING PERSONS
Southpoint Capital Advisors LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
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|
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9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN (Limited Partnership)
|
|
|
|
|
|
|
|
|
|
1
|
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NAMES OF REPORTING PERSONS
Southpoint Capital Advisors LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
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3
|
|
SEC USE ONLY
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|
4
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO (Limited Liability Company)
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1
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NAMES OF REPORTING PERSONS
Southpoint GP, LP
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2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
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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
0
|
|
|
6
|
|
SHARED VOTING POWER
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN (Limited Partnership)
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Southpoint GP, LLC
|
|
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
Delaware
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO (Limited Liability Company)
|
|
|
|
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1
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NAMES OF REPORTING PERSONS
John S. Clark II
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
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Item 1(a).
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Name of Issuer:
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RMG Acquisition Corporation II (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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50 West Street, Suite 40C
New
York, New York 10006
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Item 2(a).
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Names of Persons Filing:
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The name of the persons filing this report (the “Reporting Persons”) are:
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(i)
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Southpoint Master Fund, LP
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(ii)
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Southpoint Capital Advisors LP
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(iii)
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Southpoint Capital Advisors LLC
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is:
1114 Avenue of the Americas, 22nd Floor
New York, NY 10036
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Southpoint Master Fund, L.P.:
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Cayman Islands
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Southpoint Capital Advisors LP:
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Delaware
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Southpoint Capital Advisors LLC:
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Delaware
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Southpoint GP, LP:
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Delaware
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Southpoint GP, LLC:
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Delaware
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John S. Clark II:
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United States
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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 $0.00001 per share
G76083 115 (of the units which include the Class A Ordinary Share)
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this
Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ☒.
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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 or Control Person.
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Not applicable.
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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.
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, other than
activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 11, 2022
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SOUTHPOINT MASTER FUND, LP
By: Southpoint GP, LP, its General Partner
By: Southpoint GP,
LLC, its General Partner
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By:
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/s/ John S. Clark II
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John S. Clark II
Managing Member
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SOUTHPOINT CAPITAL ADVISORS LP
By: Southpoint Capital Advisors LLC, its General Partner
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By:
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/s/ John S. Clark II
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John S. Clark II
Managing Member
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SOUTHPOINT CAPITAL ADVISORS LLC
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By:
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/s/ John S. Clark II
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John S. Clark II
Managing Member
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SOUTHPOINT GP, LP
By:
Southpoint GP, LLC, its General Partner
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By:
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/s/ John S. Clark II
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John S. Clark II
Managing Member
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SOUTHPOINT GP, LLC
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By:
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/s/ John S. Clark II
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John S. Clark II
Managing Member
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JOHN S. CLARK II
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By:
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/s/ John S. Clark II
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John S. Clark II, individually
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