Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

On May 25, 2021, Leo Holdings Corp. II (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”)
indicating that it is not in compliance with NYSE continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file the Form

10-Q

for the fiscal quarter ended March 31, 2021 (the “Form

10-Q”).


On April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued a public statement entitled “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement’), which clarified guidance for all SPAC-related companies regarding the accounting an d
reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs

re-evaluating

the accounting treatment for their
warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. This, in turn, has resulted in the Company’s delay in preparing and finalizing its
financial statements as of and for the quarter ended March 31, 2021 and filing its Form

10-Q

with the SEC by the prescribed deadline.


Under the NYSE’s rules, the Company has six months following receipt of the notification of

non-compliance

to
file the Form

10-Q

with the SEC and can regain compliance with the NYSE listing standards before that deadline.






SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated: June 1, 2021


 








LEO HOLDINGS CORP. II






By:


 


/s/ Lyndon Lea



Name:


 


Lyndon Lea



Title:


 


Chief Executive Officer





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