UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
CF Finance Acquisition Corp. II
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
15725Q104
(CUSIP Number)
December 22, 2020
(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).
Continued on following pages
| CUSIP No. 15725Q104 |
Page 2 of 5
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GIC PRIVATE LIMITED
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Republic of Singapore
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
4,821,428
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
535,714
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
4,821,428
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
535,714
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,357,142
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.5% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
(1) Based on 51,100,000 Shares (defined below) outstanding as of November 12, 2020, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
Page 3 of 5
|
| Item 1(a). |
Name of Issuer:
|
CF Finance Acquisition Corp. II
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
110 East 59th Street
New York, NY, 10022
| Item 2(a). |
Name of Person Filing
|
GIC Private Limited (“GIC”)
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
| Item 2(c). |
Citizenship:
|
Republic of Singapore
| Item 2(d). |
Title of Class of Securities:
|
Class A common stock, par value $0.0001 per share (the “Shares”)
| Item 2(e). |
CUSIP Number:
|
15725Q104
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not applicable.
| Item 4. |
Ownership:
|
(a-c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities
as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in
the following tables:
|
Reporting Person
|
No. of Securities
Beneficially Owned
|
Percent of Class (3)
|
Voting Power
|
Dispositive Power
|
||||||||||||||||
|
Sole (1), (2)
|
Shared (1), (2)
|
Sole (1), (2)
|
Shared (1),(2)
|
|||||||||||||||||
|
GIC Private Limited
|
5,357,142
|
10.5
|
4,821,428
|
535,714
|
4,821,428 |
535,714
|
||||||||||||||
| (1) |
GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise
the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 4,821,428 securities beneficially owned by it. GIC shares power to vote and
dispose of 535,714 securities beneficially owned by it with MAS.
|
| (2) |
GIC disclaims membership in a group.
|
|
Page 4 of 5
|
| (3) |
Based on 51,100,000 Shares outstanding as of November 12, 2020, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2020.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
This Item 5 is not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
This Item 6 is not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
This Item 7 is not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
|
Item 10.
|
Certification:
|
By signing below I certify that, to the best of my 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 §240.14a-11.
|
Page 5 of 5
|
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 as of January 4, 2021.
|
GIC PRIVATE LIMITED
|
||
|
By:
|
/s/ Celine Loh Sze Ling
|
|
|
Name:
|
Celine Loh Sze Ling
|
|
|
Title:
|
Senior Vice President
|
|
|
By:
|
/s/ Toh Tze Meng
|
|
|
Name:
|
Toh Tze Meng
|
|
|
Title:
|
Senior Vice President
|