Основная статистика
| CIK | 1885754 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Motive Capital Corp II - Class A
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41127 MOTIVE CAPITAL CORP II (Exact name of registrant as specified in |
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| June 9, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 20, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 MOTIVE CAPITAL CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-41127 98-1627112 (State or other jurisdiction of incorporation) (Commissi |
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| May 25, 2023 |
Exhibit 99.1 Motive Capital Corp II will Redeem its Class A Ordinary Shares and will not Consummate an Initial Business Combination NEW YORK, May 25, 2023 – Motive Capital Corp II (NYSE: MTVC) (the “Company”), a publicly-traded special purpose acquisition company, announced today that, because the Company will not consummate an initial business combination within the time period required by its Am |
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| May 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MOTIVE CAPITAL CORP II (Exac |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-411 |
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| March 30, 2023 |
Description of Securities Registered under Section 12 of the Exchange Act Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company (company number 378555) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 550,000,000 ordinary shares, $0.0001 |
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| February 14, 2023 |
MTVC / Motive Capital Corp II - Class A / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6293R106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 14, 2023 |
MTVC / Motive Capital Corp II - Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233236-21sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the |
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| February 13, 2023 |
MTVC / Motive Capital Corp II - Class A / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 sc13gmotivecapitalcorp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G6293R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 13, 2023 |
SC 13G 1 tm236284d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Motive Capital Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6293R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Stateme |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6293R106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul |
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| November 25, 2022 |
Motive Capital Corp II 7 World Trade Center 250 Greenwich Street, Floor 47 New York, NY 10007 CORRESP 1 filename1.htm Motive Capital Corp II 7 World Trade Center 250 Greenwich Street, Floor 47 New York, NY 10007 VIA EDGAR November 25, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark Rakip and Isaac Esquivel Re: Motive Capital Corp II Form 10-K for the year ended December |
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| October 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MOTIVE CAPITAL CORP II ( |
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| September 16, 2022 |
SC 13G/A 1 tm2226056d1sc13ga.htm MOTIVE CAPITAL CORP II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 |
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| September 16, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Motive Capital Corp II, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of t |
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| August 5, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MOTIVE CAPITAL CORP II (Exact |
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| May 13, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 30, 2022 |
Description of Securities Registered under Section 12 of the Exchange Act EXHIBIT 4.2 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company (company number 378555) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 550,000,000 ordinary shares, $0.0001 |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2022 |
CITADEL ADVISORS LLC - MOTIVE CAPITAL CORP II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) |
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| February 11, 2022 |
Shaolin Capital Management LLC - SC 13G MTVC SC 13G 1 mtvc.htm SC 13G MTVC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6293R122 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Che |
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| January 26, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2022 MOTIVE CAPITAL CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-41127 98-1627112 (State or other jurisdiction of incorporatio |
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| January 26, 2022 |
Exhibit 99.1 Motive Capital Corp II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 27, 2022 New York, NY, January 25, 2022 ? Motive Capital Corp II (the ?Company?) today announced that commencing January 27, 2022, holders of the units sold in the Company?s initial public offering of 34,137,444 units may elect to separately trade the Class A ordinary |
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| January 18, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 22, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 MOTIVE CAPITAL CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-41127 98-1627112 (State or other jurisdiction of incorporati |
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| December 22, 2021 |
EX-99.1 2 tm2136032d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Motive Capital Corp II Page Unaudited Pro Forma Balance Sheet F-2 Notes to Unaudited Pro Forma Balance Sheet F-3 F-1 MOTIVE CAPITAL CORP II PRO FORMA BALANCE SHEET Actuals as of December 09, 2021 Pro Forma Adjustment (Unaudited) As Adjusted (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,786,333 $ - $ 3,786,333 Prepaid expe |
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| December 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Motive Capital Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6293R122** (CUS |
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| December 20, 2021 |
EX-99.1 2 tm2135932d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A Ordinary Shares of Motive Capital Corp II, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Secur |
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| December 15, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2135510d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 MOTIVE CAPITAL CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-41127 98-1627112 (State or o |
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| December 15, 2021 |
Motive Capital Corp II FINANCIAL STATEMENT Exhibit 99.1 Motive Capital Corp II FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 9, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Motive Capital Corp II Opinion on the Financial Statement We have audited the accompanying bala |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2021 MOTIVE CAPITAL CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-41127 98-1627112 (State or other jurisdiction of incorporatio |
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| December 10, 2021 |
EX-4.1 4 tm2128880d14ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT Dated December 6, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated December 6, 2021, is by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is |
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| December 10, 2021 |
Exhibit 10.5 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of December 6, 2021, by and among Motive Capital Corp II, a Cayman Islands exempted company (the ?Company?), MCF2 Sponsor II Aggregator, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, |
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| December 10, 2021 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Motive Capital Corp II (ROC #378555) (the "Company") TAKE NOTICE that by written resolution of the shareholder of the Company dated December 3 2021 and effective on December 6 2021, the following special resolution was passed: It is resolved as a special resolution that, with effect from |
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| December 10, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of December 6, 2021 by and between Motive Capital Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. |
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| December 10, 2021 |
Underwriting Agreement between the Company, UBS Securities LLC and J.P. Morgan Securities LLC Exhibit 1.1 Motive Capital Corp II 30,000,000 Units Underwriting Agreement December 6, 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Motive Capital Corp II, a Cayman Islands exe |
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| December 10, 2021 |
EX-10.4 8 tm2128880d14ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 6, 2021, is entered into by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and |
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| December 10, 2021 |
Exhibit 10.1 December 6, 2021 Motive Capital Corp II 250 Greenwich Street, 7 World Trade Center, Floor 47 New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Motive Capital Corp II, a Cayman Islands exempted company |
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| December 10, 2021 |
Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of December 6, 2021, is made and entered into by and among Motive Capital Corp II, a Cayman Islands exempted company (the ?Company?), Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the ?Sponsor?), and any person or entity who |
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| December 8, 2021 |
Motive Capital Corp II 30,000,000 Units 424B4 1 tm2128880-5s1a.htm 424B4 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-261084 Motive Capital Corp II $300,000,000 30,000,000 Units Motive Capital Corp II is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganiz |
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| December 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Motive Capital Corp II (Exact name of registrant as specified in its charter) Cayman Islands 98-1627112 (State of incorporation or organization) (I.R.S. Employer Identification No.) 7 World Trade |
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| December 6, 2021 |
EX-24 5 tm2128880d13ex24.htm EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Rob Heyvaert, Blythe Masters and Kristy Trieste, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any |
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| December 6, 2021 |
S-1MEF 1 tm2128880d13s1mef.htm S-1MEF As filed with the United States Securities and Exchange Commission on December 6, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Motive Capital Corp II (Exact name of registrant as specified in its charter) Cayma |
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| December 2, 2021 |
* * * [Signature Pages Follow] December 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 2, 2021 |
Motive Capital Corp II 7 World Trade Center, 250 Greenwich St., Floor 47 New York, New York 10007 Motive Capital Corp II 7 World Trade Center, 250 Greenwich St., Floor 47 New York, New York 10007 December 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Arthur Tornabene-Zalas Re: Motive Capital Corp II Registration Statement on Form S-1 (File No. 333-261084) Dear Mr. Tornabene-Zalas: Pursuant to Rule 461 |
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| December 1, 2021 |
Motive Capital Corp II 7 World Trade Center, 250 Greenwich St., Floor 47 New York, New York 10007 Motive Capital Corp II 7 World Trade Center, 250 Greenwich St., Floor 47 New York, New York 10007 December 1, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Arthur Tornabene-Zalas Re: Motive Capital Corp II Registration Statement on Form S-1 (File No. 333-261084) Dear Mr. Tornabene-Zalas: Motive Capital Corp |
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| December 1, 2021 |
* * * [Signature Pages Follow] CORRESP 1 filename1.htm December 1, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Arthur Tornabene-Zales Karina Dorin Re: Motive Capital Corp II Registration Statement on Form S-1 Filed November 15, 2021 File No. 333-261084 Dear Mr. Tornabene-Zayas and Ms. Dorin: On behalf of UBS Securities LLC a |
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| November 29, 2021 |
Motive Capital Corp II 7 World Trade Center, 250 Greenwich St., Floor 47 New York, New York 10007 Motive Capital Corp II 7 World Trade Center, 250 Greenwich St., Floor 47 New York, New York 10007 November 29, 2021 VIA EDGAR AND EMAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. Arthur Tornabene-Zalas Re: Motive Capital Corp II Registration Statement on Form S-1 (File No. 333-261084) Dear Mr. Tornabene-Zalas: Pursuant |
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| November 29, 2021 |
* * * [Signature Pages Follow] November 29, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 15, 2021 |
EX-10.6 15 tm2128880d4ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR |
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| November 15, 2021 |
Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [ ], 2021, is entered into by and between Motive Capital Corp II, a Cayman Islands exempted company (the ?Company?), and Motive Capital Funds Sponsor II, LLC, a Caym |
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| November 15, 2021 |
Exhibit 10.1 [ ], 2021 Motive Capital Corp II 250 Greenwich Street, 7 World Trade Center, Floor 47 New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Motive Capital Corp II, a Cayman Islands exempted company (the ?C |
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| November 15, 2021 |
EX-10.5 14 tm2128880d4ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other ca |
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| November 15, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* EX-3.2 4 tm2128880d4ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Motive Capital Corp II (adopted by special resolution dated [ ] and effective on [ ]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FORM OF AMENDED AND RESTATED ME |
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| November 15, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* EX-4.3 7 tm2128880d4ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 FORM OF WARRANT AGREEMENT Dated [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is propos |
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| November 15, 2021 |
Exhibit 14.1 MOTIVE CAPITAL CORP II FORM OF CODE OF ETHICS 1.??????????????Introduction The Board of Directors of Motive Capital Corp II has adopted this code of ethics (the ?Code?), which is applicable to all directors, officers and employees, to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional rela |
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| November 15, 2021 |
Consent of Jill M. Considine, as director nominee.* EX-99.1 20 tm2128880d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent of Director Nominee of Motive Capital Corp II I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Motive Capital Corp II and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewi |
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| November 15, 2021 |
Exhibit 10.7 Motive Capital Corp II PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands August 4, 2021 Motive Capital Funds Sponsor II, LLC PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on August 4, 2021 by and between Motive Capital Funds Sponsor II, LLC, a Cayman Islands l |
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| November 15, 2021 |
Specimen Ordinary Share Certificate.* EX-4.2 6 tm2128880d4ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES MOTIVE CAPITAL CORP II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF MOTIVE CAPITAL CO |
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| November 15, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 tm2128880d4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Motive Capital Corp II 25,000,000 Units Form of Underwriting Agreement [●], 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: M |
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| November 15, 2021 |
Memorandum and Articles of Association.* Exhibit 3.1 EXEMPTED Company Registered and filed as No. 3785555 On 16-Jul-2021 Assistant Registrar THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Motive Capital Corp II Auth Code: E59216061166 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 3785555 On 16-Jul-2021 Assistant Registrar THE COMPANIES ACT (AS REVI |
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| November 15, 2021 |
Consent of Paula Madoff, as director nominee.* Exhibit 99.4 Consent of Director Nominee of Motive Capital Corp II I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Motive Capital Corp II and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exh |
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| November 15, 2021 |
S-1 1 tm2128880-3s1.htm FORM S-1 TABLE OF CONTENTS Filed with the U.S. Securities and Exchange Commission on November 15, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Motive Capital Corp II (Exact name of Registrant as specified |
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| November 15, 2021 |
EX-10.3 12 tm2128880d4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company |
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| November 15, 2021 |
Consent of Dina Dublon, as director nominee.* EX-99.3 22 tm2128880d4ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent of Director Nominee of Motive Capital Corp II I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Motive Capital Corp II and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewi |
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| November 15, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Motive Capital Corp II CUSIP [ ?????] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary S |
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| November 15, 2021 |
EX-10.2 11 tm2128880d4ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’ |
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| November 15, 2021 |
Form of Forward Purchase Agreement by and between the Registrant and the Motive Fund Vehicles.* EX-10.8 17 tm2128880d4ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 FORM OF FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [ ], 2021, by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), [ ], a [ ], and [ ], a [ ] (collectively, the “Purchasers” and each a “Purchaser”). WHEREAS, the Company was incorporated for the purp |
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| November 15, 2021 |
Consent of Stephen C. Daffron, as director nominee.* EX-99.2 21 tm2128880d4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent of Director Nominee of Motive Capital Corp II I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Motive Capital Corp II and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewi |
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| October 13, 2021 |
EX-10.6 12 filename12.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND |
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| October 13, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Motive Capital Corp II CUSIP [ ?????] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary S |
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| October 13, 2021 |
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.2 8 filename8.htm Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration stateme |
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| October 13, 2021 |
EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Motive Capital Corp II (adopted by special resolution dated [ ] and effective on [ ]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FORM OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIA |
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| October 13, 2021 |
FORM OF WARRANT AGREEMENT Dated [ ], 2021 Exhibit 4.3 FORM OF WARRANT AGREEMENT Dated [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [ ], 2021, is by and between Motive Capital Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, it is proposed that the Company enter into that certai |
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| October 13, 2021 |
EX-4.2 5 filename5.htm Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES MOTIVE CAPITAL CORP II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF MOTIVE CAPITAL CORP II (THE “COMPANY |
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| October 13, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 EXEMPTED Company Registered and filed as No. 3785555 On 16-Jul-2021 Assistant Registrar THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Motive Capital Corp II Auth Code: E59216061166 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 3785555 On 16-Jul-2021 Assistant Registrar THE |
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| October 13, 2021 |
Motive Capital Corp II PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands EX-10.7 13 filename13.htm Exhibit 10.7 Motive Capital Corp II PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands August 4, 2021 Motive Capital Funds Sponsor II, LLC PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on August 4, 2021 by and between Motive Capital Funds Sponsor I |
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| October 13, 2021 |
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [ ], 2021, is entered into by and between Motive Capital Corp II, a Cayman Islands exempted company (the ?Company?), and Motive Capital Funds Sponsor II, LLC, a Caym |
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| October 13, 2021 |
EX-10.1 7 filename7.htm Exhibit 10.1 [ ], 2021 Motive Capital Corp II 250 Greenwich, 7 World Trade Center, Floor 47 New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Motive Capital Corp II, a Cayman Islands exempte |
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| October 13, 2021 |
TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on October 12, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Motive Capital Corp II (Exact name of Re |
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| October 13, 2021 |
EX-10.5 11 filename11.htm Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they |
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| October 13, 2021 |
FORM OF FORWARD PURCHASE AGREEMENT EX-10.8 14 filename14.htm Exhibit 10.8 FORM OF FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [ ], 2021, by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), [ ], a [ ], and [ ], a [ ] (collectively, the “Purchasers” and each a “Purchaser”). WHEREAS, the Company was incorporated for the purpose of effecting a m |
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| October 13, 2021 |
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT EX-10.3 9 filename9.htm Exhibit 10.3 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the “Sponsor”), and |
