0001193125-20-007169.txt : 20200114 0001193125-20-007169.hdr.sgml : 20200114 20200114160059 ACCESSION NUMBER: 0001193125-20-007169 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200114 DATE AS OF CHANGE: 20200114 GROUP MEMBERS: LINDEN ADVISORS LP GROUP MEMBERS: LINDEN GP LLC GROUP MEMBERS: SIU MIN WONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Act II Global Acquisition Corp. CENTRAL INDEX KEY: 0001753706 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90989 FILM NUMBER: 20526062 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FL CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 910-322-6193 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FL CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ELLENOFF GROSSMAN & SCHOLE DATE OF NAME CHANGE: 20190321 FORMER COMPANY: FORMER CONFORMED NAME: Act II Global Acquisition Corp. DATE OF NAME CHANGE: 20180920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SC 13G/A 1 d868765dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Act II Global Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G0080J104

(CUSIP Number)

December 31, 2019

(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 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.

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).

 

 

 

(Continued on the Following Pages)

(Page 1 of 8 Pages)

CUSIP No. G0080J104   Page 2 of 8

 

 

  1.   

NAMES OF REPORTING PERSONS

 

LINDEN CAPITAL L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

2,164,460

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

2,164,460

  9.

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,164,460

10.  

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11.

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.2%

12.

  

TYPE OF REPORTING PERSON

 

PN

CUSIP No. G0080J104   Page 3 of 8

 

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

LINDEN GP 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

 

0

   6.   

SHARED VOTING POWER

 

2,164,460

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

2,164,460

  9.

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,164,460

10.  

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11.

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.2%

12.

  

TYPE OF REPORTING PERSON

 

HC

CUSIP No. G0080J104   Page 4 of 8

 

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

LINDEN ADVISORS LP

  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

 

0

   6.   

SHARED VOTING POWER

 

2,435,299

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

2,435,299

  9.

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,435,299

10.  

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11.

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.1%

12.

  

TYPE OF REPORTING PERSON

 

IA, PN

CUSIP No. G0080J104   Page 5 of 8

 

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

SIU MIN WONG

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

China (Hong Kong) and USA

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

2,435,299

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

2,435,299

  9.

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,435,299

10.

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11.  

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.1%

12.

  

TYPE OF REPORTING PERSON

 

IN, HC

  Page 6 of 8

 

This Amendment No. 1 (“Amendment No. 1”) is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the Class A Ordinary Shares, par value $0.0001 per share (the “Shares”), of Act II Global Acquisition Corp. (the “Issuer”) beneficially owned by the Reporting Persons specified herein as of December 31, 2019, and amends and supplements the Schedule 13G filed May 6, 2019 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Amendment No. 1 are: Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Mr. Siu Min (Joe) Wong (“Mr. Wong,” and collectively, the “Reporting Persons”).

 

Item 4.

Ownership:

 

Item 4(a)

Amount Beneficially Owned:

As of December 31, 2019, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 2,435,299 Shares. This amount consists of 2,164,460 Shares held by Linden Capital and 270,839 Shares held by separately managed accounts. As of December 31, 2019, each of Linden GP and Linden Capital may be deemed the beneficial owner of the 2,164,460 Shares held by Linden Capital.

 

Item 4(b)

Percent of Class:

As of December 31, 2019, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 8.1% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 7.2% of Shares outstanding. These percentages are based on 30,000,000 Shares outstanding based on disclosures by the issuer in its quarterly report on Form 10-Q filed on November 8, 2019.

 

Item 4(c)

Number of Shares as to which such person has:

 

As of December 31, 2019:

 

Linden Capital and Linden GP:

 

   

(i) Sole power to vote or direct the vote:

      0  

(ii) Shared power to vote or direct the vote:

      2,164,460  

(iii) Sole power to dispose or direct the disposition of:

      0  

(iv) Shared power to dispose or direct the disposition of:

      2,164,460  

  Page 7 of 8

 

 

Linden Advisors and Mr. Wong:

 

   

(i) Sole power to vote or direct the vote:

      0  

(ii) Shared power to vote or direct the vote:

      2,435,299  

(iii) Sole power to dispose or direct the disposition of:

      0  

(iv) Shared power to dispose or direct the disposition of:

      2,435,299  

 

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 10.

Certification:

By signing below, the undersigned certifies that, to the best of its 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 Sec. 240.14a-11.

  Page 8 of 8

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: January 14, 2020

 

LINDEN CAPITAL L.P.
By: Linden GP LLC, its general partner
  By:  

/S/ Saul Ahn

    Saul Ahn,
    Authorized Signatory
LINDEN GP LLC
By:  

/S/ Saul Ahn

  Saul Ahn,
  Authorized Signatory
LINDEN ADVISORS LP
By:  

/S/ Saul Ahn

  Saul Ahn,
  General Counsel
SIU MIN WONG
By:  

/S/ Saul Ahn

  Saul Ahn, Attorney-in-Fact for Siu Min Wong**

 

**

Duly authorized under Siu Min Wong’s Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.