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| CUSIP No. G19305112 | | 13G | | Page 6 of 8 Pages |
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| (i) | | ☐ | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | | ☐ | | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | | ☐ | | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not Applicable.
The information required by Items 4(a)—(c) is set forth in Rows (5)—(11) of the cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person.
Collectively, CGC II Sponsor LLC (the “Sponsor”) holds 5,650,000 Class B ordinary shares, par value $0.0001 per share of the Issuer (the “Class B Shares”) and CGC II Sponsor DirectorCo LLC (“DirectorCo”) holds 100,000 Class B Shares held by for the benefit of the Issuer’s independent directors, representing 20% of the outstanding Class A Shares, on an as-converted basis. The Class B Shares will automatically convert into Class A Shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer’s registration statement on Form S-1 (File No. 333- 252784) and have no expiration date.
The securities described above are held directly by the Sponsor and DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor, and is controlled by Peter Yu, the Issuer’s Chairman and Chief Executive Officer. The Sponsor is the sole member of DirectorCo. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor and DirectorCo, and each of Pangaea Three-B, LP, Mr. Yu and the Sponsor may be deemed to share voting and dispositive control over the securities held by DirectorCo and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by the Sponsor or DirectorCo, except to the extent of his pecuniary interest therein.
The aggregate percentage of Class A Shares beneficially owned by each of the Reporting Persons is calculated based upon 28,750,000 Class A Shares outstanding as of November 8, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022, adjusted for the Class A Shares issuable upon conversion of the Class B Shares held by the Sponsor.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
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 or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 1.
