UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
ALTIMETER GROWTH CORP. 2
(Name of
Issuer)
Common Stock, $0.001 par value
(Title of
Class of Securities)
G0371B109
(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:
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☒
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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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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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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SCHEDULE
13G
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CUSIP No. G0371B109
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Page 2 of 9
Pages
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1
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NAMES OF REPORTING
PERSONS
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Clearlake Capital Group, L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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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
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0
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6
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SHARED VOTING
POWER
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2,500,000
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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2,500,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,500,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.4%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IA, PN
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SCHEDULE
13G
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CUSIP No. G0371B109
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Page 3 of 9
Pages
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1
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NAMES OF REPORTING
PERSONS
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José Enrique Feliciano
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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United States of America
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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
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0
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6
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SHARED VOTING
POWER
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2,500,000
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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2,500,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,500,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.4%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE
13G
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CUSIP No. G0371B109
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Page 4 of 9
Pages
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1
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NAMES OF REPORTING
PERSONS
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Behdad Eghbali
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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United States of America
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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
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0
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6
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SHARED VOTING
POWER
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2,500,000
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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2,500,000
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,500,000
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.4%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE
13G
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CUSIP No. G0371B109
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Page 5 of 9
Pages
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Item 1(a). |
Name of
Issuer:
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Altimeter
Growth Corp. 2 (the “Issuer”)
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Item 1(b). |
Address of
Issuer’s Principal Executive Offices:
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2550 Sand Hill
Road, Suite 150, Menlo Park, CA 94025
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Item 2(a). |
Name of Persons
Filing:
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This Statement
is filed on behalf of each of the following persons (collectively,
the “Reporting Persons”):
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i)
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Clearlake
Capital Group, L.P. (“Clearlake Capital Group”);
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ii)
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José Enrique
Feliciano (“Mr. Feliciano”); and
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iii)
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Behdad
Eghbali (“Mr. Eghbali”)
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This Statement
relates to the Shares (as defined herein) held for the account of
Clearlake Flagship Plus Partners Master Fund, L.P., a Cayman
Islands limited partnership (“Clearlake Flagship”). Clearlake
Capital Group, L.P. serves as the investment adviser to Clearlake
Flagship. Mr. Feliciano and Mr. Eghbali are Managing Partners of
Clearlake Capital Group.
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Item 2(b). |
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
c/o Clearlake Capital Group, L.P., 233 Wilshire Blvd., Suite 800,
Santa Monica, California 90401.
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i)
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Clearlake
Capital Group is a Delaware limited partnership;
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ii)
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Mr.
Feliciano is a citizen of the United States of America; and
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iii)
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Mr. Eghbali
is a citizen of the United States of America
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Item 2(d). |
Title of Class of
Securities:
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Common Stock,
$0.001 par value (the “Shares”)
G0371B109
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Item 3. |
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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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o). |
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C.78c). |
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(d)
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8). |
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(e)
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
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(f)
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An employee benefit plan or endowment fund in accordance
with§240.13d-1(b)(1)(ii)(F). |
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(g)
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
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(h)
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A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813). |
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(i)
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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 of
1940 (15 U.S.C. 80a-3). |
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
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SCHEDULE
13G
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CUSIP No. G0371B109
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Page 6 of 9
Pages
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(a)
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Amount
beneficially owned:
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As
of December 31, 2021, each of the Reporting Persons may be deemed
the beneficial owner of 2,500,000 Shares held for the account of
Clearlake Flagship.
As of December
31, 2021, each of the Reporting Persons may be deemed the
beneficial owner of approximately 5.4% of the Shares outstanding.
(There were 46,100,000 Shares outstanding as of November 15, 2021,
as reported in the Issuer’s quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on November 15,
2021.)
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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: 2,500,000
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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: 2,500,000
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Item 5. |
Ownership of Five
Percent or Less of a Class.
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This Item 5 is
not applicable.
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Item 6. |
Ownership of More
Than Five Percent on Behalf of Another Person.
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See disclosure
in Items 2 and 4 hereof. Clearlake Flagship is known to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares covered by this
Statement that may be deemed to be beneficially owned by the
Reporting Persons.
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Item 7. |
Identification and
Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company.
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See disclosure
in Item 2 hereof.
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Item 8. |
Identification and
Classification of Members of the Group.
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This Item 8 is
not applicable.
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Item 9. |
Notice of
Dissolution of Group.
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This Item 9 is
not applicable.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and 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.
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SCHEDULE
13G
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CUSIP No. G0371B109
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Page 7 of 9
Pages
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SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true,
complete and correct. We also hereby agree to file this statement
jointly pursuant to the Agreement listed on Exhibit 1
hereto.
Dated: February 14, 2022
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CLEARLAKE CAPITAL GROUP,
L.P.
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By:
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/s/ John Cannon
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Name:
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John Cannon
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Attorney-in-Fact
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JOSÉ E. FELICIANO
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By:
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/s/ John Cannon
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Attorney-in-Fact
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BEHDAD EGHBALI
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By:
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/s/ John Cannon
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Attorney-in-Fact
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SCHEDULE
13G
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CUSIP No. G0371B109
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Page 8 of 9
Pages
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EXHIBIT INDEX
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Exhibit
No.
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1
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Joint Filing Agreement, dated
February 14, 2022
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2
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Power of Attorney of Reporting
Persons (incorporated by reference to Exhibit No. 2 to the Schedule
13G filed by the Reporting Persons on February 8, 2021)
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In accordance
with the requirements of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, and subject to the limitations
set forth therein, the parties set forth below agree to jointly
file the Schedule 13G to which this joint filing agreement is
attached, and have duly executed this joint filing agreement as of
the date set forth below.
This agreement
may be executed in any number of counterparts, each of which shall
be deemed an original.
