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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Valor Latitude Acquisition Corp.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G9460N106
(CUSIP Number)
December 31, 2022
(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 the 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 (“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).
| CUSIP No. G9460N106 | Schedule 13G | Page 1 of 13 |
| 1 |
Names of Reporting Persons
SoftBank Group Corp. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Japan | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,727,481 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,727,481 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,481 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.7% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G9460N106 | Schedule 13G | Page 2 of 13 |
| 1 |
Names of Reporting Persons
Delaware Project 11 L.L.C. | |||||
| 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
3,727,481 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,727,481 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,481 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9460N106 | Schedule 13G | Page 3 of 13 |
| 1 |
Names of Reporting Persons
SBLA Latin America Fund 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
3,727,481 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,727,481 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,481 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9460N106 | Schedule 13G | Page 4 of 13 |
| 1 |
Names of Reporting Persons
SBLA Investments II 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
3,727,481 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,727,481 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,481 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9460N106 | Schedule 13G | Page 5 of 13 |
| 1 |
Names of Reporting Persons
SLA Investments IV 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
3,727,481 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,727,481 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,481 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9460N106 | Schedule 13G | Page 6 of 13 |
| 1 |
Names of Reporting Persons
SBLA Holdings (Cayman) 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
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,727,481 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,727,481 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,481 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G9460N106 | Schedule 13G | Page 7 of 13 |
| 1 |
Names of Reporting Persons
Phoenix SPAC Holdco 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
3,727,481 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,727,481 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,727,481 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9460N106 | Schedule 13G | Page 8 of 13 |
| ITEM 1. | (a) Name of Issuer: |
Valor Latitude Acquisition Corp. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
PO Box 309
Ugland House
Grand Cayman
KY1-1104
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
SoftBank Group Corp.
Delaware Project 11 L.L.C.
SBLA Latin America Fund LLC
SBLA Investments II LLC
SLA Investments IV LLC
SBLA Holdings (Cayman) L.P.
Phoenix SPAC Holdco LLC
| (b) | Address or Principal Business Office: |
The principal business address of SoftBank Group Corp. is 1-7-1 Kaigan, Minato-ku, Tokyo, 105-7537, Japan. The principal business address of SBLA Holdings (Cayman) L.P. is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The principal business address of each of the other Reporting Persons is 251 Little Falls Drive, Wilmington, DE 19808.
| (c) | Citizenship of each Reporting Person is: |
SoftBank Group Corp. is organized under the laws of Japan. SBLA Holdings (Cayman) L.P. is organized under the laws of the Cayman Islands. Each of the other Reporting Persons is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”).
| (e) | CUSIP Number: |
G9460N106
| CUSIP No. G9460N106 | Schedule 13G | Page 9 of 13 |
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
| (a-c) | |
The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2022, based upon 23,000,000 Class A Ordinary Shares outstanding as of November 9, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| SoftBank Group Corp. |
3,727,481 | 15.7 | % | 0 | 3,727,481 | 0 | 3,727,481 | |||||||||||||||||
| Delaware Project 11 L.L.C. |
3,727,481 | 15.7 | % | 0 | 3,727,481 | 0 | 3,727,481 | |||||||||||||||||
| SBLA Latin America Fund LLC |
3,727,481 | 15.7 | % | 0 | 3,727,481 | 0 | 3,727,481 | |||||||||||||||||
| SBLA Investments II LLC |
3,727,481 | 15.7 | % | 0 | 3,727,481 | 0 | 3,727,481 | |||||||||||||||||
| SLA Investments IV LLC |
3,727,481 | 15.7 | % | 0 | 3,727,481 | 0 | 3,727,481 | |||||||||||||||||
| SBLA Holdings (Cayman) L.P. |
3,727,481 | 15.7 | % | 0 | 3,727,481 | 0 | 3,727,481 | |||||||||||||||||
| Phoenix SPAC Holdco LLC |
3,727,481 | 15.7 | % | 0 | 3,727,481 | 0 | 3,727,481 | |||||||||||||||||
Phoenix SPAC Holdco LLC is the record holder of the Class A Ordinary Shares reported herein, which consist of (i) 3,000,000 Class A Ordinary Shares and (ii) 727,481 Class A Ordinary Shares underlying Class B Ordinary Shares of the Issuer that are convertible on or prior to March 1, 2023.
Phoenix SPAC Holdco LLC is a wholly owned subsidiary of SBLA Holdings (Cayman) L.P., which is controlled and wholly owned by SLA Investments IV LLC, which is a wholly owned subsidiary of SBLA Investments II LLC, which is a wholly owned subsidiary of SBLA Latin America Fund LLC, which is a wholly owned subsidiary of Delaware Project 11 L.L.C., which is a wholly owned subsidiary of SoftBank Group Corp. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
| CUSIP No. G9460N106 | Schedule 13G | Page 10 of 13 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. G9460N106 | Schedule 13G | Page 11 of 13 |
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.
Date: February 13, 2023
| SoftBank Group Corp. | ||
| By: | /s/ Yuko Yamamoto | |
| Name: | Yuko Yamamoto | |
| Title: | Head of Corporate Legal | |
| Delaware Project 11 L.L.C. | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SBLA Latin America Fund LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SBLA Investments II LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SLA Investments IV LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| SBLA Holdings (Cayman) L.P. | ||
| By: SoftBank Latin America Fund GP (Cayman) Ltd., its General Partner | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| CUSIP No. G9460N106 | Schedule 13G | Page 12 of 13 |
| Phoenix SPAC Holdco LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: | Jonathan Duckles | |
| Title: | Director | |
| CUSIP No. G9460N106 | Schedule 13G | Page 13 of 13 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |