UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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LDH Growth Corp I
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(Name of Issuer)
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Class A Ordinary Shares, par value $0.0001 per share
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(Titles of Class of Securities)
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G54094100
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(CUSIP Number)
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April 22, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
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| ☐ |
Rule 13d-1(c)
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| ☒ |
Rule 13d-1(d)
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* The remainder of this cover page shall be filled out of 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 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, as amended (the “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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CUSIP No. G54094100
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SCHEDULE 13G
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Page 2 of 10
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1
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NAMES OF REPORTING PERSONS
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LDH Sponsor LLC
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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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5,660,000 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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5,660,000 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,660,000
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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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19.7%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (Delaware limited liability company)
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| (1) |
Consists of 5,660,000 Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), of LDH Growth Corp I (the “Issuer”) acquirable upon conversion of 5,660,000 Class B Ordinary Shares, par
value $0.0001 per share (“Class B Ordinary Shares”) of the Issuer.
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| (2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of March 31, 2022, as reported in the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 3 of 10
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1
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NAMES OF REPORTING PERSONS
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Latin America Digital Holdings Ltd.
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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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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
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5,660,000 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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5,660,000 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,660,000
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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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19.7% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (exempted company incorporated in the Cayman Islands with limited liability)
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| (1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by LDH Sponsor LLC (“Sponsor”), a wholly owned subsidiary of Latin America Digital
Holdings Ltd. (“LADH”).
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| (2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of March 31, 2022, as reported in the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 4 of 10
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1
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NAMES OF REPORTING PERSONS
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Delaware Project 14 L.L.C.
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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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5,660,000 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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5,660,000 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,660,000
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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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19.7% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (Delaware limited liability company)
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| (1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of
Delaware Project 14 L.L.C. (“Project 14”).
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| (2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of March 31, 2022, as reported in the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 5 of 10
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1
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NAMES OF REPORTING PERSONS
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SoftBank Group Corp.
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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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Japan
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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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5,660,000 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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5,660,000 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,660,000
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||||
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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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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.7% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| (1) |
Consists of 5,660,000 Class A Ordinary Shares acquirable upon conversion of 5,660,000 Class B Ordinary Shares owned directly by Sponsor, a wholly owned subsidiary of LADH, which is a wholly owned subsidiary of
Project 14, which is a wholly owned subsidiary of SoftBank Group Corp. (“SoftBank”).
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| (2) |
Based upon 5,750,000 Class B Ordinary Shares and 23,000,000 Class A Ordinary Shares reported to be outstanding as of March 31, 2022, as reported in the Issuer’s Annual Report on Form 10-K for the year ended
December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 6 of 10
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Item 1.
| a) |
Name of Issuer:
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LDH Growth Corp I (the “Issuer”)
| b) |
Address of Issuer’s Principal Executive Offices:
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200 S. Biscayne Blvd, 19th Floor
Miami, FL 33131
Item 2.
| a) |
Name of Person Filing:
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This statement is filed on behalf of each of the following persons (collectively, the “Reporting
Persons”):
| 1) |
LDH Sponsor LLC (“Sponsor”)
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| 2) |
Latin America Digital Holdings Ltd. (“LADH”)
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| 3) |
Delaware Project 14 L.L.C. (“Project 14”)
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| 4) |
SoftBank Group Corp. (“SoftBank”)
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| b) |
Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is as follows:
Sponsor: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
LADH: 200 S. Biscayne Blvd, 19th Floor, Miami, FL 33131
Project 14: 1 Circle Star Way, San Carlos, CA 94070
SoftBank: 1-7-1 Kaigan, Minato-ku, Tokyo, 105-7537, Japan
| c) |
Citizenship:
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Sponsor: Delaware limited liability company
LADH: exempted company incorporated in the Cayman Islands with limited liability
Project 14: Delaware limited liability company
SoftBank: stock corporation organized under the laws of Japan
| d) |
Titles of Classes of Securities:
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Class A Ordinary Shares, par value $0.0001 per share, of the Issuer (“Class A Ordinary Shares”)
| e) |
CUSIP Number:
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G54094100
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 7 of 10
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| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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Not applicable.
| Item 4. |
Ownership
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The following information is provided as of May 2, 2022:
Sponsor has sole voting and sole dispositive power with respect to 5,660,000 Class A Ordinary Shares acquirable by Sponsor
upon conversion of 5,660,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer (“Class B Ordinary Shares”) held directly by Sponsor. The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer at any time
at the option of the holder on a one-for-one basis and will automatically convert into Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, in each case, subject to adjustment. As Sponsor is a
wholly owned subsidiary of LADH, which is a wholly owned subsidiary of Project 14, which is a wholly owned subsidiary of SoftBank, each of LADH, Project 14 and SoftBank may be deemed to indirectly beneficially own the Class B Ordinary Shares directly
beneficially owned by Sponsor. Each of LADH, Project 14 and SoftBank disclaim beneficially ownership of all such Class B Ordinary Shares and the Class A Ordinary Shares acquirable by Sponsor upon conversion of the Class B Ordinary Shares, except to
the extent of their respective pecuniary interest.
The following sets forth the beneficial ownership of the Class A Ordinary Shares by each of the Reporting Persons as of
December 31, 2021:
| a) |
Amount beneficially owned:
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| (i) |
Sponsor is the beneficial owner of 5,660,000 Class A Ordinary Shares
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| (ii) |
LADH is the beneficial owner of 5,660,000 Class A Ordinary Shares
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| (iii) |
Project 14 is the beneficial owner of 5,660,000 Class A Ordinary Shares
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| (iv) |
SoftBank is the beneficial owner of 5,660,000 Class A Ordinary Shares
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 8 of 10
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| b) |
Percent of class:
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| (i) |
19.7% for Sponsor;
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| (ii) |
19.7% for LADH;
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| (iii) |
19.7% for Project 14; and
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| (iv) |
19.7% for SoftBank.
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The percentages used herein and in the rest of this Schedule 13G are calculated based upon 5,750,000 Class B Ordinary Shares and 23,000,000
Class A Ordinary Shares reported to be outstanding as of March 31, 2022, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
| c) |
Number of shares as to which such person has:
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| (i) |
Sole power to vote or to direct the vote:
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5,660,000 shares for Sponsor;
5,660,000 shares for LADH;
5,660,000 shares for Project 14; and
5,660,000 shares for SoftBank.
| (ii) |
Shared power to vote or to direct the vote:
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0 shares for Sponsor;
0 shares for LADH;
0 shares for Project 14; and
0 shares for SoftBank.
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 9 of 10
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| (iii) |
Sole power to dispose or to direct the disposition of:
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5,660,000 shares for Sponsor;
5,660,000 shares for LADH;
5,660,000 shares for Project 14; and
5,660,000 shares for SoftBank.
| (iv) |
Shared power to dispose or to direct the disposition of:
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0 shares for Sponsor;
0 shares for LADH;
0 shares for Project 14; and
0 shares for SoftBank.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not Applicable.
| Item 10. |
Certification.
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Not Applicable.
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CUSIP No. G54094100
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SCHEDULE 13G
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Page 10 of 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May 2, 2022
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SOFTBANK GROUP CORP.
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/s/ Yuko Yamamoto
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Name: Yuko Yamamoto
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Title: Head of Corporate Legal
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LDH SPONSOR LLC
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By:
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/s/ Christopher Cooper
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Name: Christopher Cooper
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Title: Manager
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LATIN AMERICA DIGITAL HOLDINGS LTD.
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/s/ Christopher Cooper
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Name: Christopher Cooper
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Title: Director
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DELAWARE PROJECT 14 L.L.C.
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||
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/s/ Stephen Lam
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||
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Name: Stephen Lam
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||
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Title: Manager
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