Form SC TO-I Skybridge G II Fund, Filed by: Skybridge G II Fund, LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SKYBRIDGE G II FUND, LLC

(Name of Subject Company (Issuer))

SKYBRIDGE G II FUND, LLC

(Name of Filing Person(s) (Issuer))

SHARES OF LIMITED LIABILITY COMPANY INTERESTS

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

Marie Noble

SkyBridge Capital II, LLC

527 Madison Avenue, 4th Floor

New York, New York 10022

(212) 485-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Filing Person(s))

Rajib Chanda, Esq.

Simpson Thacher & Bartlett LLP

900 G Street N.W.

Washington, D.C. 20001

(202) 636-5500

May 26, 2022

(Date Tender Offer First Published, Sent or Given to Security Holders)

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

SkyBridge G II Fund, LLC (the “Company”) is offering to purchase up to 10% of its outstanding shares of limited liability company interests (“Shares”) from the Shareholders of the Company (the “Offer”). The 10% threshold is determined as of the Repurchase Deadline (defined below) based on the last available unaudited net asset value per Share (that is, the value of the assets minus liabilities, divided by the number of Shares outstanding) calculated prior to such date. Purchases of Shares will be made at their unaudited net asset value per Share determined as of the Valuation Date (as defined below). Purchases will be made based on either the number of shares or the dollar amount accepted for purchase by the Company as of the Repurchase Deadline as requested in the Shareholder’s Notice of Intent to Tender. The value of the Shares will likely change between the Repurchase Deadline (the date that the 10% threshold is determined) and the Valuation Date (the date as of which the value of the Shares will be determined for purposes of calculating the purchase price), which could result in more or less than 10% of the outstanding Shares being purchased on the Valuation Date. Shareholders who desire to tender Shares for purchase must do so by 11:59 p.m., New York time on Friday, June 24, 2022, unless the Offer is extended (in each case, the “Repurchase Deadline”). All determinations as to the receipt of notices from Shareholders relating to the tender of Shares, including, without limitation, determinations whether to excuse or waive certain variations from relevant procedural requirements, will be in the sole discretion of the Company or its designated agents, and any such determination will be final. The net asset value of Shares will be calculated for this purpose as of September 30, 2022 or, if the Offer is extended, as of the last business day of the second month following the month in which the Offer actually expires (in each case, the “Valuation Date”). The Company reserves the right to adjust the Valuation Date to correspond with any extension of the Offer.

Shareholders may tender all or some of their Shares up to an amount such that they maintain the minimum required account balance of $25,000 (or any lower amount equal to a Shareholder’s initial subscription amount net of placement fees) after the purchase of the Shares by the Company. If a Shareholder tenders Shares and the Company purchases those Shares, the Company will issue the Shareholder a non-interest bearing, non-transferable promissory note (the “Note”) entitling the Shareholder to receive an amount equal to the value of the Shareholder’s Shares accepted for purchase by the Company determined as of September 30, 2022 (or, if the Offer is extended, the value determined as of the relevant Valuation Date) (valued in either case within 30 days thereafter in accordance with the Company’s Limited Liability Company Agreement as currently in effect (the “LLC Agreement”)). The Note will be held for the Shareholder on the Shareholder’s behalf in an account with the Fund’s transfer agent and is available upon request. The Note will entitle the Shareholder to receive a payment in cash and/or securities (valued according to the LLC Agreement) equal to the value of the Shareholder’s Shares accepted for purchase by the Company to be paid (so long as the Shareholder has tendered less than 95% of their Shares) within 30 days after the Valuation Date (unless the valuation date of such Shares has changed, or, if the Company has requested

2

withdrawals of its capital from any investment funds in order to fund the purchase of Shares, within 10 business days after the Company has received at least 90% of the aggregate amount withdrawn from such investment funds.) Shareholders who tender 95% or more of their Shares for repurchase will receive a Note that provides for a two-step payment whereby at least 95% of the amount payable is due within the time periods set forth in the preceding sentence, and the remaining amount due will be paid within 90 days of the Valuation Date (unless the valuation date of such shares has changed, or the Company has requested a withdrawal of its capital from the investment funds in which it invests and has not yet received at least 90% of the proceeds of such withdrawal). Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly. No assurance can be given of the exact date of any payment. If the Shareholder wishes to receive a copy of the Note, they may call BNY Mellon Investment Servicing at BNY Mellon Investment Servicing at (855) 631-5474 to request that a copy be sent to them by mail.

A Shareholder who tenders for purchase only a portion of such Shareholder’s Shares will be required to maintain an account balance equal to at least $25,000 (or any lower amount equal to the Shareholder’s initial subscription amount net of placement fees). The Company reserves the right to purchase less than the amount the Shareholder tenders if the purchase would cause the Shareholder’s account to have less than the required minimum balance. If the Company accepts the tender of the Shareholder’s Shares, the Company will make payment for Shares it purchases from one or more of the following sources: cash on hand, the proceeds of the sale of portfolio securities held by the Company, the withdrawals of capital from the investment funds in which the Company has invested, or by borrowings.

Following this Summary Term Sheet is a formal notice of the Company’s offer to purchase Shares of the Company. Shareholders who desire to tender Shares for purchase must do so by 11:59 p.m., New York time, Friday, June 24, 2022. Until that time, Shareholders have the right to change their minds and withdraw any tenders of their Shares. Shares withdrawn prior to Friday, June 24, 2022 may be re-tendered by following the tender procedures before the Offer expires (including any extension period). After June 24, 2022, the Company in its discretion may permit the withdrawal of tenders at any time prior to the Valuation Date.

If a Shareholder would like the Company to purchase all or some of its Shares, it should complete, sign and either (i) U.S. Post Service mail (via certified mail return receipt requested) or otherwise deliver a Notice of Intent to Tender to SkyBridge Capital c/o BNY Mellon Investment Servicing, PO Box 9861, Providence, RI 02940-9861; or (ii) via private overnight service to SkyBridge Capital c/o BNY Mellon Investment Servicing, 4400 Computer Drive, Westborough, MA 01581; or (iii) fax it to BNY Mellon Investment Servicing at (833) 261-1559, so that it is received before 11:59 p.m., New York time, on Friday, June 24, 2022. IF THE SHAREHOLDER CHOOSES TO FAX THE NOTICE OF INTENT TO TENDER, IT SHOULD MAIL THE ORIGINAL NOTICE OF INTENT TO TENDER TO BNY MELLON INVESTMENT SERVICING PROMPTLY AFTER IT IS FAXED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 11:59 p.m., NEW YORK TIME, ON FRIDAY, JUNE 24, 2022). Note that, notwithstanding the foregoing, certain Shareholders may be required to deliver their Notice of Intent to Tender to their financial consultant (instead of directly to BNY Mellon Investment Servicing). All Shareholders tendering Shares should carefully review their Notice of Intent to Tender and follow the delivery instructions therein.

3

The value of the Shares may change between March 31, 2022 (the last date prior to the date of this filing as of which net asset values were calculated), the Repurchase Deadline, and September 30, 2022, the date as of which the value of the Shares will be determined for purposes of calculating the purchase price. Shareholders desiring to obtain the estimated net asset value for their Shares, which the Company will calculate from time to time based upon the information the Company receives from the managers of the investment funds in which the Company is invested, may contact BNY Mellon Investment Servicing at (855) 631-5474 or BNY Mellon Investment Servicing, PO Box 9861, Providence, RI 02940-9861, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m., New York time. IMPORTANT NOTE: Any estimated net asset value provided by BNY Mellon Investment Servicing will be based on information supplied by third parties and is provided to Shareholders for convenience only and not pursuant to any obligation on the part of the Company. Neither the Company nor BNY Mellon Investment Servicing can give any assurances as to the accuracy of such information; nor can either give any assurance that the next regularly computed, monthly net asset value will not differ (sometimes significantly) from such estimated net asset value. Moreover, estimated information cannot be read as superseding any regularly computed, monthly net asset value.

Please note that just as each Shareholder has the right to withdraw its tender, the Company has the right to cancel, amend or postpone this Offer at any time before 11:59 p.m., New York time, on June 24, 2022. Also realize that although the Offer expires on June 24, 2022, a Shareholder who tenders all of its Shares will remain a Shareholder of the Company having a membership interest through the Valuation Date (expected to be September 30, 2022), notwithstanding the Company’s acceptance of the Shareholder’s Shares for purchase.

(a) The name of the issuer is SkyBridge G II Fund, LLC. The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company. It is organized as a Delaware limited liability company. The principal executive office of the Company is located at 527 Madison Avenue, 4^th Floor, New York, New York 10022 and the telephone number is (212) 485-3100.

(b) The securities that are the subject of the Offer are titled “limited liability company interests” in the Company. As used in this Schedule TO, the term “Shares” refers to the limited liability company interests in the Company that constitute the class of security that is the subject of this Offer or the limited liability company interests in the Company that are tendered by Shareholders to the Company pursuant to this Offer. As of the close of business on March 31, 2022, the unaudited net asset value of the Company was $55,544,755.63 (with an unaudited net asset value per Share of $993.9452). Subject to the conditions set out in the Offer, the Company will purchase up to 10% of its outstanding Shares that are tendered by Shareholders and not withdrawn as described above in Item 1, subject to any extension of the Offer.

4

(c) There is no established trading market for the Shares, and any transfer thereof is strictly limited by the terms of the LLC Agreement.

The name of the filing person (i.e., the Company) is SkyBridge G II Fund, LLC. The Company’s principal executive office is located at 527 Madison Avenue, 4^th Floor, New York, New York 10022 and the telephone number is (212) 485-3100. The principal executive office of SkyBridge Capital II, LLC (the “Adviser”) is located at 527 Madison Avenue, 4^th Floor, New York, New York 10022 and the telephone number is (212) 485-3100. The Company’s Directors are R. Stephen Hale, James Jackson, Kristin Smith, Raymond Nolte and Brett S. Messing. Their address is c/o SkyBridge G II Fund, LLC, 527 Madison Avenue, 4^th Floor, New York, New York 10022 and their telephone number is (212) 485-3100.

(a) (i) Subject to the conditions set out in the Offer, the Company will purchase up to 10% of its outstanding Shares if tendered by Shareholders by 11:59 p.m., New York time, on Friday, June 24, 2022 and not withdrawn as described in Item 4(a)(1)(vi). The 10% threshold is determined as of the Repurchase Deadline based on the last available unaudited net asset value per Share (that is, the value of the assets minus liabilities, divided by the number of Shares outstanding) calculated prior to such date. The initial repurchase deadline of the offer is 11:59 p.m., New York time, on June 24, 2022 (the “Initial Repurchase Deadline”), subject to any extension of the Offer. The later of the Initial Repurchase Deadline or the latest time and date to which the Offer is extended is called the “Repurchase Deadline.”

Purchases will be made based on either the number of shares or the dollar amount accepted for purchase by the Company as of the Repurchase Deadline as requested in the Shareholder’s Notice of Intent to Tender. The value of the Shares will likely change between the Repurchase Deadline (the date that the 10% threshold is determined) and the Valuation Date (the date as of which the value of the Shares will be determined for purposes of calculating the purchase price), which could result in more or less than 10% of the outstanding Shares being purchased on the Valuation Date.

(ii) The purchase price of Shares tendered to the Company for purchase will be their net asset value as of the close of business on the Valuation Date (September 30, 2022) or, if the Offer is extended, the last business day of the month following the second month in which the Offer actually expires). See Item 4(a)(1)(v) below.

Shareholders may tender all or some of their Shares up to an amount such that they maintain the minimum required account balance of $25,000 (or any lower amount equal to a Shareholder’s initial subscription amount net of placement fees) after the purchase of the Shares by the Company. Each Shareholder who tenders Shares that are accepted for purchase will be issued the Note described in Item 1 above (a non-interest bearing, non-transferable promissory note) promptly after the Repurchase Deadline. A Note will entitle the Shareholder to be paid an

5

amount equal to the value, determined as of the Valuation Date within 30 days thereafter, of the Shares tendered by the Shareholder and accepted for purchase by the Company. This amount will be the value of the Shares being purchased determined as of the Valuation Date and will be based upon the value of the net assets as of that date, after giving effect to all allocations to be made as of that date. For Shareholders tendering less than 95% of their Shares for repurchase, payment of this amount will be made within 30 days after the Valuation Date or, if the Company has requested withdrawals of its capital from any investment funds in order to fund the purchase of Shares, no later than 10 business days after the Company has received at least 90% of the aggregate amount withdrawn from such investment funds. For Shareholders tendering 95% or more of their shares for repurchase, payment of this amount will be made in two installments – at least 95% of the amounts due will be paid within the timeframes described in the preceding sentence, with the remainder generally to be paid within 90 days of the Valuation Date. Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly. No assurance can be given of the exact date of any payment.

Although the Company has retained the option to pay all or a portion of the purchase price by distributing securities, the purchase price will be paid entirely in cash except in the unlikely event that the Adviser, acting as the Company’s administrator, determines that the distribution of securities is necessary to avoid or mitigate any material adverse effect of the Offer on the Company or on the Shareholders not tendering their Shares.

(iii) Shareholders who desire to tender Shares for purchase must do so prior to the Repurchase Deadline, currently scheduled to be 11:59 p.m., New York time, Friday, June 24, 2022.

(iv) Not applicable.

(v) The Company reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of such extension. If the Company elects to extend the tender period, for the purpose of determining the purchase price for tendered Shares, the net asset value with respect to such Shares will be determined as of the close of business on the last business day of the second month after the month in which the Offer actually expires. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer. The Company also reserves the right, at any time and from time to time, up to and including the Repurchase Deadline, to: (A) cancel the Offer in the circumstances set out in Section 8 of the Offer and in the event of such cancellation, not to purchase or pay for any Shares tendered pursuant to the Offer; (B) amend the Offer; and (C) postpone the acceptance of Shares. If the Company determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify Shareholders.

(vi) Shares submitted for tender may be withdrawn by the tendering Shareholder at any time before the Repurchase Deadline. After the Repurchase Deadline, the Company in its discretion may permit a withdrawal of Shares submitted for tender by a tendering shareholder at any time prior to the Valuation Date.

6

(vii) Shareholders wishing to tender Shares pursuant to the Offer should send or deliver a completed and executed Notice of Intent to Tender to BNY Mellon Investment Servicing, the Company’s agent designated for this purpose at the address set out on the first page of the Notice of Intent to Tender, or fax a completed and executed Notice of Intent to Tender to BNY Mellon Investment Servicing, at the fax number set out on the first page of the Notice of Intent to Tender. The completed and executed Notice of Intent to Tender must be received by BNY Mellon Investment Servicing, either by mail or by fax, no later than 11:59 p.m., New York time, on Friday, June 24, 2022. The Company recommends that all documents be submitted to BNY Mellon Investment Servicing by certified mail, return receipt requested, or by facsimile transmission. A Shareholder choosing to fax a Notice of Intent to Tender must also send or deliver the original completed and executed Notice of Intent to Tender to BNY Mellon Investment Servicing promptly thereafter. Note that, notwithstanding the foregoing, certain Shareholders may be required to deliver their Notice of Intent to Tender to their financial consultant (instead of directly to BNY Mellon Investment Servicing). All Shareholders tendering Shares should carefully review their Notice of Intent to Tender and follow the delivery instructions therein.

Any Shareholder tendering Shares pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi). To be effective, any notice of withdrawal must be timely received by BNY Mellon Investment Servicing in accordance with the delivery instructions in your Notice of Intent to Tender or must be otherwise accepted by the Company prior to the Valuation Date. A form to use to give notice of withdrawal of a tender is available by calling BNY Mellon Investment Servicing (or your financial consultant) at the telephone numbers indicated on the first page of the Notice of Intent to Tender. Shares tendered and properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, subsequent to the withdrawal of tendered Shares, Shares may be tendered again prior to the relevant Repurchase Deadline by following the procedures described above.

(viii) For purposes of the Offer, the Company will be deemed to have accepted (and thereby purchased) Shares that are tendered as, if and when it gives notice to the tendering Shareholder of its election to purchase such Shares.

(ix) If more than 10% of its Shares (with the 10% threshold calculated as described above) are duly tendered to the Company (and not withdrawn) prior to the Repurchase Deadline, the Company will in its sole discretion either: (A) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(3) under the Securities Exchange Act of 1934, as amended; (B) increase the outstanding Shares that the Company is offering to purchase by up to two percent (2%) on the Repurchase Deadline; (C) extend the Offer, if necessary, and increase the amount of Shares that the Company is offering to purchase to an amount it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended Offer; or (D) accept a portion of the Shares tendered on or before the Repurchase Deadline for payment on a pro rata basis based on the aggregate net asset value of tendered Shares. The unaccepted portion of any tender of Shares made by a Shareholder pursuant to this Offer shall not be automatically carried forward or given priority in connection with any future

7

tender offer made by the Company, but any Shareholder that wishes to have the Company repurchase Shares that were not accepted for repurchase in connection with this Offer may again tender those Shares in connection with, and subject to the terms and conditions of, any future tender offer made by the Company. The Offer may be extended, amended or canceled in various other circumstances described in Item 4(a)(1)(v) above.

(x) The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest of Shareholders who do not tender their Shares. Shareholders who retain their Shares may be subject to increased risks that may possibly result from the reduction in the net assets resulting from payment for the Shares tendered. These risks include the potential for greater volatility due to decreased diversification. A reduction in the net assets of the Company may result in Shareholders who do not tender Shares bearing higher costs to the extent that certain expenses borne by the Company are relatively fixed and may not decrease if assets decline. These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made from time to time.

(xi) Not applicable.

(xii) The following discussion is a general summary of certain U.S. federal income tax consequences of the purchase of Shares by the Company from Shareholders pursuant to the Offer. Shareholders should consult their own tax advisors for a complete description of the tax consequences to them of a purchase of their Shares by the Company pursuant to the Offer.

In general, a Shareholder from whom Shares (held as capital assets) are purchased by the Company may realize a capital gain or loss in an amount equal to the difference between the amount realized and the Shareholder’s adjusted tax basis in the Shares. Such gain or loss will be long-term or short-term, depending upon the Shareholder’s holding period for the Shares. Generally, a Shareholder’s gain or loss will be a long-term gain or loss if the Shares have been held for more than one year. A loss realized on a sale or exchange of Shares will be disallowed if such Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date on which the Shares are disposed of. In such case, the basis of the Shares acquired will be adjusted to reflect the disallowed loss.

Under Treasury regulations, if a Shareholder recognizes a loss with respect to Shares of $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder, the Shareholder will likely have to file with the Internal Revenue Service a disclosure statement on Form 8886. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

(b) Any Shares to be purchased from any officer, director or affiliate of the Company will be on the same terms and conditions as any other purchase of Shares.

8

The Company’s prospectus dated December 2, 2021 (the “Prospectus”) and the LLC Agreement provide that the Company’s board of directors (the “Board of Directors”) has the discretion to determine whether the Company will purchase Shares from Shareholders from time to time pursuant to written tenders. The Prospectus also states that the Adviser expects to recommend to the Board of Directors that the Company purchase Shares from Shareholders semi-annually each year as of the last calendar day of March and September. The Company has offered to purchase Shares from the Shareholders on a regular basis, commencing March 25, 2014. The Company is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to the Offer (whether or not legally enforceable) between: (i) the Company, the Adviser or the Board of Directors or any person controlling the Company or controlling the Adviser or the Board of Directors; and (ii) any other person, with respect to the Shares.

(a) The purpose of the Offer is to provide liquidity to Shareholders who hold Shares as contemplated by and in accordance with the procedures set out in the Prospectus and the LLC Agreement.

(b) Shares that are tendered to the Company in connection with the Offer will be retired, although the Company may issue additional Shares in accordance with the Prospectus. The Company currently expects that it will accept subscriptions for Shares as of the first business day of each calendar month, but is under no obligation to do so, and may do so more or less frequently as determined by the Company’s administrator (acting pursuant to authority delegated by the Board of Directors).

(c) Neither the Company, the Adviser nor the Board of Directors has any plans or proposals that relate to or would result in: (1) the acquisition by any person of Shares (other than the Company’s intention to accept subscriptions for Shares on the first business day of each calendar month and from time to time as described in paragraph (b) above), or the disposition of Shares (other than through periodic purchase offers by the Company, including this Offer); (2) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company; (3) any material change in the present distribution policy or indebtedness or capitalization of the Company; (4) any change in the present Board of Directors or in the management of the Company including, but not limited to, any plans or proposals to change the number or the term of members of the Board of Directors, or to fill any existing vacancy on the Board of Directors or to change any material term of the employment contract of any executive officer; (5) a purchase, sale or transfer of a material amount of assets of the Company (other than as may be necessary or appropriate to fund all or a portion of the purchase price for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Company); (6) any other material change in the Company’s corporate structure or business, including any plans or proposals to make any changes in the Company’s investment policies, for which a vote would be required by Section 13 of the 1940 Act; or (7) any changes in the LLC Agreement or other governing instruments or other actions that could impede the acquisition of control of the Company. Because Shares are not traded in any market, Subsections (6), (7) and (8) of Regulation M-A §229.1006(c) are not applicable to the Company.

9

(a) The Company expects that the amount offered for the purchase of Shares acquired pursuant to the Offer, which will not exceed 10% of its outstanding Shares (and therefore 10% of net assets, unless the Company elects to purchase a greater amount), will be derived from one or more of the following sources: (i) cash on hand; (ii) the proceeds of the sale of and/or delivery of securities and portfolio assets held by the Company; and (iii) possibly borrowings, as described in paragraph (d) below. The 10% threshold is determined as of the Repurchase Deadline based on the last available unaudited net asset value per Share (that is, the value of the assets minus liabilities, divided by the number of Shares outstanding) calculated prior to such date. The Company will segregate with its custodian, cash, liquid securities or interests in investment funds that the Company has requested to be withdrawn (or any combination of them) equal to the value of the amount estimated to be paid under the Notes described above.

(b) There are no material conditions to the financing of the transaction. There are no alternative financing plans or arrangements for the transaction.

(c) Not applicable.

(d) Neither the Company, the Adviser nor the Board of Directors has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. However, depending on the amount of Shares tendered and prevailing general economic and market conditions, the Company, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase price for Shares, subject to compliance with applicable law. If the Company funds any portion of the purchase price in that manner, it may be required to deposit assets to serve as collateral for any amounts so borrowed, in a special custody account with its custodian established for that purpose for the Company. If the Company were to fail to repay any such amounts, the lender could be entitled to satisfy the Company’s obligations from the collateral deposited in the special custody account. The Company expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Company by existing or new Shareholders, withdrawal of capital from the investment funds in which it invests, or from proceeds of the sale of securities and portfolio assets.

(a) Based on March 31, 2022 net asset values, the following persons (the named individuals are the Company’s Directors) own Shares equal in value to the following amounts:

10

Other than as listed above, no person controlling the Company, the Adviser nor any associate or majority-owned subsidiary of such person owns (directly or indirectly) Shares of the Company. Unless otherwise noted, addresses for each of the persons listed above are provided in Item 3.

(b) Other than the issuance of Shares by the Company in the ordinary course of business, there have been no transactions involving Shares that were effected during the past 60 days by the Company, the Adviser, any member of the Board of Directors or any person controlling the Company or the Adviser.

No persons have been directly or indirectly employed or retained or are to be compensated by the Company to make solicitations or recommendations in connection with the Offer.

(a) (1) While the Company does not file its annual report under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 30d-1 under the 1940 Act, it prepared and furnished its audited financial statements for the fiscal year ended March 31, 2021 to its Shareholders within 60 days following such fiscal year end. Pursuant to Rule 30b2-1 under the 1940 Act, the Company filed such audited financial statements with the Securities and Exchange Commission on or about June 2, 2021. Those audited financial statements are incorporated herein by reference. The Company will send Shareholders an unaudited semi-annual and an audited annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. Such reports are also available on the Securities and Exchange Commission’s internet web site, http://www.sec.gov in accordance with Form N-CSR.

(2) The Company is not required to and does not file quarterly unaudited financial statements under the Securities Exchange Act of 1934, as amended.

(3) Not applicable.

(4) Not applicable.

(b) The net assets will be reduced by the amount paid by the Company to purchase Shares. Thus, the Company’s income relative to assets may be affected by the Offer.

11

(a)

(1) None.

(2) None.

(3) Not applicable.

(4) Not applicable.

(5) None.

(b) Not Applicable.

(c) None.

Reference is hereby made to the following exhibits which collectively constitute the Offer to Shareholders and are incorporated herein by reference:

A. Cover Letter to Offer to Purchase and Notice of Intent to Tender.

B. Offer to Purchase.

C. Form of Notice of Intent to Tender.

D. Form of Notice of Withdrawal of Tender.

E. Forms of Letters to Shareholders in connection with the Company’s acceptance of tenders of Shares.

F. Form of Promissory Note.

Filing Fees: Calculation of Filing Fee Tables.

12

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.

May 26, 2022

EXHIBIT INDEX

EXHIBIT

Filing Fees: Calculation of Filing Fee Tables.

EXHIBIT A

IF YOU DO NOT WANT TO SELL YOUR SHARES AT THIS TIME, PLEASE DISREGARD THIS NOTICE.

NOTIFICATION OF THE COMPANY’S

TENDER OFFER TO PURCHASE SHARES.

May 26, 2022

Dear SkyBridge G II Fund, LLC Shareholder:

We are writing to inform you of a tender offer by SkyBridge G II Fund, LLC (the “Company”) to purchase shares of the Company.

Important Information Regarding this Tender Offer

This tender offer provides shareholders with an opportunity to redeem shares in the Company at the unaudited net asset value as of September 30, 2022. If you are not interested in tendering your Shares for purchase by the Company at this time, you may disregard this notice.

Shares may be presented to the Company for purchase only by tendering them during one of the Company’s announced tender offers. The tender offer period begins on May 26, 2022 and will end on June 24, 2022. Should you wish to tender any of your Shares for purchase by the Company during this tender offer period, please complete and return the attached Notice of Intent to Tender in the enclosed envelope. Note that, notwithstanding the foregoing, certain Shareholders may be required to deliver their Notice of Intent to Tender to their financial consultant (instead of directly to BNY Mellon Investment Servicing). All Shareholders tendering Shares should carefully review their Notice of Intent to Tender and follow the delivery instructions therein.

All tenders must be received by BNY Mellon Investment Servicing, the Company’s agent designated for this purpose, either by mail or by fax in good order no later than 11:59 p.m., New York time, June 24, 2022. If by fax, please deliver an original executed copy promptly thereafter. If your Notice of Intent to Tender instructs you to deliver the form to your financial consultant (instead of directly to BNY Mellon Investment Servicing), please allow sufficient time for your financial consultant to deliver your Notice of Intent to Tender to BNY Mellon Investment Servicing by 11:59 p.m., New York time, June 24, 2022.

If you do not wish to tender your Shares, no action is required. Simply disregard this notice.

Questions

If you have any questions, please refer to the attached Tender Offer to Purchase document, which contains additional important information about the tender offer, or BNY Mellon Investment Servicing at (855) 631-5474. You may also direct questions to your financial consultant.

Sincerely,

SkyBridge G II Fund, LLC

EXHIBIT B

SKYBRIDGE G II FUND, LLC

527 Madison Avenue, 4th Floor

New York, New York 10022

OFFER TO PURCHASE UP TO 10% OF OUTSTANDING

SHARES AT NET ASSET VALUE

DATED MAY 26, 2022

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK

TIME, ON FRIDAY, JUNE 24, 2022, UNLESS SUCH OFFER IS EXTENDED

To the Shareholders of SkyBridge G II Fund, LLC:

SkyBridge G II Fund, LLC, a closed-end, non-diversified, management investment company organized as a Delaware limited liability company (the “Company”), offers its shares of limited liability company interests (“Shares”). The Company is offering to purchase for cash, securities or cash and securities on the terms and conditions set out in this Offer to Purchase and the related Notice of Intent to Tender (which together constitute the “Offer”) up to 10% of its outstanding Shares, from the Shareholders of the Company holding the Shares, at their unaudited net asset value per Share as of September 30, 2022. The 10% threshold is determined as of the Repurchase Deadline (defined below) based on the last available unaudited net asset value per Share (that is, the value of the assets minus liabilities, divided by the number of Shares outstanding) calculated prior to such date. Purchases will be made based on either the number of shares or the dollar amount accepted for purchase by the Company as of the Repurchase Deadline as requested in the Shareholder’s Notice of Intent to Tender. The value of the Shares will likely change between the Repurchase Deadline (the date that the 10% threshold is determined) and the Valuation Date (the date as of which the value of the Shares will be determined for purposes of calculating the purchase price), which could result in more or less than 10% of the outstanding Shares being purchased on the Valuation Date. The Offer will remain open until 11:59 p.m., New York time, on June 24, 2022, unless the Offer is extended (in each case, the “Repurchase Deadline”).

If the Company elects to extend the tender period, for the purpose of determining the purchase price for tendered Shares, the net asset value will be determined as of the close of business on the last business day of the second month after the month in which the Offer actually expires (within 30 days of such date). This Offer is being made to all Shareholders and is not conditioned on any minimum amount of Shares being tendered, but is subject to certain conditions described below. Shares are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the Company’s Limited Liability Company Agreement as currently in effect (the “LLC Agreement”).

1

Shareholders should realize that the value of the Shares tendered in this Offer likely will change between March 31, 2022 (the last date for which net asset values were calculated), the Repurchase Deadline, and September 30, 2022, the date for which the value of the Shares tendered to the Company will be determined for purposes of calculating the purchase price of such Shares. Shareholders tendering all of their Shares should also note that they will remain Shareholders of the Company with respect to the Shares tendered and accepted for purchase by the Company through September 30, 2022, the valuation date of the Offer as of which the net asset value of their Shares is calculated.

Any tendering Shareholders that wish to obtain the estimated net asset value for their Shares should contact BNY Mellon Investment Servicing at (855) 631-5474 or BNY Mellon Investment Servicing, PO Box 9861, Providence, RI 02940-9861, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m., New York time. IMPORTANT NOTE: Any estimated net asset value provided by BNY Mellon Investment Servicing will be based on information supplied by third parties and is provided to Shareholders for convenience only and not pursuant to any obligation on the part of the Company. Neither the Company nor BNY Mellon Investment Servicing can give any assurances as to the accuracy of such information; nor can either give any assurance that the next regularly computed, monthly net asset value will not differ (sometimes significantly) from such estimated net asset value. Moreover, estimated information cannot be read as superseding any regularly computed, monthly net asset value.

Shareholders desiring to tender all or some of their Shares in accordance with the terms of the Offer should complete and sign the attached Notice of Intent to Tender and send or deliver it as instructed therein.

IMPORTANT

NEITHER THE COMPANY, ITS ADVISER NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES, AND, IF THEY CHOOSE TO DO SO, THE NUMBER OF SHARES TO TENDER.

BECAUSE EACH SHAREHOLDER’S INVESTMENT DECISION IS A PERSONAL ONE, BASED ON ITS FINANCIAL CIRCUMSTANCES, NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER A SHAREHOLDER SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE NOTICE OF INTENT TO TENDER. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY.

BECAUSE THIS OFFER IS LIMITED AS TO THE NUMBER OF SHARES ELIGIBLE TO PARTICIPATE, NOT ALL SHARES TENDERED FOR PURCHASE BY SHAREHOLDERS MAY BE ACCEPTED FOR PURCHASE BY THE COMPANY. THIS MAY OCCUR, FOR EXAMPLE, WHEN ONE OR MORE LARGE INVESTORS (INCLUDING AFFILIATES OF THE ADVISER) SEEKS TO TENDER A SIGNIFICANT NUMBER OF SHARES OR WHEN A LARGE NUMBER OF INVESTORS TENDER SIMULTANEOUSLY.

2

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Questions, requests for assistance and requests for additional copies of the Offer may be directed to BNY Mellon Investment Servicing.

BNY Mellon Investment Servicing

PO Box 9861

Providence, RI 02940-9861

Phone: (855) 631-5474

Fax: (833) 261-1559

You may also direct questions or requests for assistance to your financial consultant.

3

TABLE OF CONTENTS

1. SUMMARY TERM SHEET.

This Summary Term Sheet highlights certain information concerning this Offer. To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, please read carefully the entire Offer and the related Notice of Intent to Tender. Section references are to this Offer.

2

As of March 31, 2022, the Company’s unaudited net asset value per Share was $993.9452. If you would like to obtain the estimated net asset value of your Shares, which we calculate from time to time based upon the information we receive from the managers of the investment funds in which the Company is invested, you may contact BNY Mellon Investment Servicing, PO Box 9861 Providence, RI 02940-9861 or (855) 631-5474, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m., New York time. See Section 3.

3

2. BACKGROUND AND PURPOSE OF THE OFFER.

The purpose of this Offer is to provide liquidity to the Shareholders who hold Shares of the Company, as contemplated by and in accordance with the procedures set out in this Offer, the Company’s most recent Prospectus (the “Prospectus”) and the LLC Agreement. The Prospectus and the LLC Agreement, which were provided to each Shareholder in advance of subscribing for Shares, provide that the board of directors of the Company (the “Board of Directors”) has the discretion to determine whether the Company will purchase Shares from time to time from Shareholders pursuant to written tenders. The Prospectus also states that the Company’s investment adviser, SkyBridge Capital II, LLC (the “Adviser”), expects to recommend to the Board of Directors that the Company purchase Shares from Shareholders semi-annually each year as of the last calendar day of March and September. The Company has offered to purchase Shares from the Shareholders on a regular basis, commencing March 25, 2014.

Because there is no secondary trading market for Shares and transfers of Shares are prohibited without prior approval of the Company, the Board of Directors has determined to cause the Company to make this Offer, after consideration of various matters, including but not limited to those set out in the Prospectus and the recommendation of the Adviser. The Adviser expects to recommend to the Board of Directors that the Company offer to purchase Shares semi-annually each year as of the last calendar day of March and September, but the Board of Directors may determine not to accept such recommendations from time to time.

The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Company of Shareholders who do not tender their Shares. Shareholders who retain their Shares may be subject to increased risks due to the reduction in the net assets resulting from payment for the Shares tendered. These risks include the potential for greater volatility due to decreased diversification. A reduction in the net assets of the Company may result in Shareholders who do not tender Shares bearing higher costs to the extent that certain expenses borne by the Company are relatively fixed and may not decrease if assets decline. These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made by new and existing Shareholders from time to time. Payment for Shares purchased pursuant to this Offer may also require the Company to liquidate portfolio holdings earlier than the Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses or increased investment-related expenses.

Shares that are tendered to the Company in connection with the Offer will be retired, although the Company may issue additional Shares from time to time in accordance with the Prospectus. The Company currently expects that it will accept subscriptions for Shares as of the first business day of each calendar month, but is under no obligation to do so, and may do so more frequently as determined by the Adviser (acting pursuant to administrative authority delegated by the Board of Directors).

The tender of Shares by a Shareholder will not affect the record ownership of such Shareholder for purposes of voting or entitlement to any distributions payable by the Company unless and until such Shares are actually purchased. Also realize that although the Offer expires on June 24, 2022, you remain a Shareholder of the Company with respect to the Shares you tendered that are accepted for purchase by the Company through September 30, 2022, the date for which the net asset value of your Shares is calculated.

4

3. OFFER TO PURCHASE AND PRICE.

The Offer is for up to 10% of the Company’s outstanding Shares. The 10% threshold is determined as of the Repurchase Deadline based on the last available unaudited net asset value per Share (that is, the value of the assets minus liabilities, divided by the number of Shares outstanding) calculated prior to such date. The Company will, on the terms and subject to the conditions of the Offer, purchase Shares that are tendered by Shareholders by 11:59 p.m., New York time, on Friday, June 24, 2022 (the “Initial Repurchase Deadline”), and not withdrawn (as provided in Section 6 below), or such later date as corresponds to any extension of the Offer. The later of the Initial Repurchase Deadline or the latest time and date to which the Offer is extended is the Repurchase Deadline. The Company reserves the right to extend, amend or cancel the Offer as described in Sections 4 and 8 below. The purchase price of Shares tendered will be their unaudited net asset value per Share as of September 30, 2022 or, if the Offer is extended, as of the last business day of the second month following the month in which the Offer expires (such time and date, the “Valuation Date”), payable as set out in Section 7. Purchases will be made based on either the number of shares or the dollar amount accepted for purchase by the Company as of the Repurchase Deadline as requested in the Shareholder’s Notice of Intent to Tender. The value of the Shares will likely change between the Repurchase Deadline (the date that the 10% threshold is determined) and the Valuation Date (the date as of which the value of the Shares will be determined for purposes of calculating the purchase price), which could result in more or less than 10% of the outstanding Shares being purchased on the Valuation Date. As of the close of business March  31, 2022, the unaudited net asset value of the Company was $55,544,755.63 (with an unaudited net asset value per Share of $993.9452).

4. AMOUNT OF TENDER.

Subject to the limitations set out below, Shareholders may tender their Shares up to an amount such that they maintain the minimum required account balance of $25,000 (or any lower amount equal to a Shareholder’s Initial subscription amount net of placement fees) after the purchase of Shares. If a Shareholder tenders an amount that would cause the Shareholder’s account balance to fall below the required minimum, the Company reserves the right to reduce the amount to be purchased from such Shareholder so that the required minimum balance is maintained or to purchase all of the Shareholder’s Shares. The Offer is being made to all Shareholders of the Company and is not conditioned on any minimum amount of Shares being tendered.

If the amount of Shares that are properly tendered pursuant to the Offer and not withdrawn pursuant to Section 6 below is less than or equal to 10% of its outstanding Shares (or such greater amount as the Company may elect to purchase pursuant to the Offer) (and with the 10% threshold calculated as described above), the Company will, on the terms and subject to the conditions of the Offer, purchase all of the Shares so tendered unless the Company elects to cancel or amend the Offer, or postpone acceptance of tenders made pursuant to the Offer, as provided in Section 8 below. If more than 10% of its outstanding Shares are duly tendered to the Company prior to the expiration of the Offer and not withdrawn pursuant to Section 6 below, the Company will in its sole discretion either (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) increase the outstanding Shares that the Company is offering to purchase by up to two percent (2%) on the Repurchase Deadline; (c) extend the Offer, if

5

necessary, and increase the amount of Shares that the Company is offering to purchase to an amount it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended Offer; or (d) accept a portion of the Shares tendered prior to or on the Repurchase Deadline for payment on a pro rata basis based on the aggregate net asset value of tendered Shares. The unaccepted portion of any tender of Shares made by a Shareholder pursuant to this Offer shall not be automatically carried forward or given priority in connection with any future tender offer made by the Company, but any Shareholder that wishes to have the Company repurchase Shares that were not accepted for repurchase in connection with this Offer may again tender those Shares in connection with, and subject to the terms and conditions of, any future tender offer made by the Company. The Offer may be extended, amended or canceled in various other circumstances described in Section 8 below.    

5. PROCEDURE FOR TENDERS.

Shareholders wishing to tender Shares pursuant to the Offer should send or deliver by June 24, 2022, a completed and executed Notice of Intent to Tender in accordance with the instructions on the first page of such Shareholder’s Notice of Intent to Tender. The completed and executed Notice of Intent to Tender must be received by BNY Mellon Investment Servicing, either by mail or by fax, no later than 11:59 p.m., New York time, on June 24, 2022 (or if the Offer is extended, no later than the Repurchase Deadline). If your Notice of Intent to Tender instructs you to deliver the form to your financial consultant (instead of directly to BNY Mellon Investment Servicing), please allow sufficient time for your financial consultant to deliver your Notice of Intent to Tender to BNY Mellon Investment Servicing by 11:59 p.m., New York time, June 24, 2022.

The Company recommends that all documents be submitted to BNY Mellon Investment Servicing (or your financial consultant, as applicable) via certified mail, return receipt requested, or by facsimile transmission. A Shareholder choosing to fax a Notice of Intent to Tender must also send or deliver the original completed and executed Notice of Intent to Tender promptly thereafter. Shareholders wishing to confirm receipt of a Notice of Intent to Tender may contact BNY Mellon Investment Servicing (or your financial consultant, as applicable). The method of delivery of any documents is at the election and complete risk of the Shareholder tendering Shares including, but not limited to, the failure of BNY Mellon Investment Servicing (or your financial consultant, as applicable) to receive any Notice of Intent to Tender or other document submitted by facsimile transmission. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Company, in its sole discretion, and such determination will be final and binding. The Company reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Share or any particular Shareholder, and the Company’s interpretation of the terms and conditions of the Offer will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company will determine. Tenders will not be deemed to have been made until the defects or irregularities have been cured or waived. None of the Company, the Adviser or the Board of Directors will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give such notice.

6

6. WITHDRAWAL RIGHTS.

The Prospectus and the LLC Agreement provide that a tender of Shares may be withdrawn by a Shareholder at any time before 11:59 p.m., New York time, Friday, June 24, 2022. After the Repurchase Deadline, the Company in its discretion may permit a withdrawal of Shares by a tendering shareholder at any time prior to the Valuation Date. To be effective, any notice of withdrawal must be timely received by BNY Mellon Investment Servicing or must be otherwise accepted by the Company prior to the Valuation Date. A form to use to give notice of withdrawal of a tender is available by calling BNY Mellon Investment Servicing (or your financial consultant, as applicable). All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, and such determination will be final and binding. A tender of Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Shares may be tendered again prior to the relevant Repurchase Deadline by following the procedures described in Section 5.

7. PURCHASES AND PAYMENT.

For purposes of the Offer, the Company will be deemed to have accepted Shares that are tendered as, if and when it gives notice to the tendering Shareholder of its election to purchase such Shares. As stated in Section 3 above, the purchase price of Shares tendered by any Shareholder will be the net asset value per Share thereof as of September 30, 2022, if the Offer expires on the Initial Repurchase Deadline, and otherwise the net asset value per Share thereof as of the last business day of the second month following the month in which the Offer expires. The Company will not pay interest on the purchase price.

For each Shareholder who tenders Shares that are accepted for purchase, payment of the purchase price will consist of a Note, a non-interest-bearing, non-transferable promissory note entitling the Shareholder to receive payment in an amount equal to the unaudited net asset value of such Shares, determined as of the Valuation Date, which is expected to be on September 30, 2022. For Shareholders who tender less than 95% of their shares for purchase, payment of this amount will be made within 30 days after the Valuation Date or, if the Company has requested withdrawals of its capital from any investment funds in order to fund the purchase of Shares, no later than 10 business days after the Company has received at least 90% of the aggregate amount withdrawn from such investment funds. Shareholders that tender 95% or more of their Shares for repurchase will receive a Note that provides for a two-step payment - at least 95% of the amount due will be paid within the time periods set forth in the preceding sentence, and the remaining amount due will be paid within 90 days of the Valuation Date (unless the valuation date of such Shares has changed, or the Company has requested a withdrawal of its capital from the investment funds in which it invests and has not yet received at least 90% of the proceeds of such withdrawal). This “hold-back” applicable to Shareholders who tender 95% or more of their shares for repurchase will be in the discretion of the Directors. It is intended to allow a longer period in which modifications to the final Company net asset value can be made, with corresponding adjustments in the value of Shares for purposes of subscriptions and repurchases. Any such adjustments will be approved by the Company’s Board of Directors or made pursuant to procedures adopted by the Board of Directors. Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly. No assurance can be given of the exact date of any payment.

7

Although the Company has retained the option to pay all or a portion of the purchase price by distributing securities, the purchase price will be paid entirely in cash except in the unlikely event that the Adviser determines that the distribution of securities is necessary to avoid or mitigate any material adverse effect of the Offer on the Company or on the Shareholders not tendering their Shares.

The Note pursuant to which a tendering Shareholder will receive payment with respect to tendered Shares will be held for the tendering Shareholder on the Shareholder’s behalf in an account with the Fund’s transfer agent and is available upon request. If the Shareholder wishes to receive a copy of the Note, they may call BNY Mellon Investment Servicing at BNY Mellon Investment Servicing at (855) 631-5474 to request that a copy be sent to them by mail. Any subsequent cash payment on the Note will be made by wire transfer directly to the same account.

The Company will make payment for Shares it purchases pursuant to the Offer from one or more of the following sources: (a) cash on hand; (b) withdrawal of capital from the investment funds in which the Company is invested; (c) the proceeds of the sale of securities and portfolio assets held by the Company; and/or (d) possibly borrowings. Upon its acceptance of tendered Shares for purchase, the Company will segregate with its custodian and maintain daily on its books a segregated account consisting of cash, liquid securities or interests in the investment funds that the Company has requested be withdrawn (or any combination of them) equal to the value of the unpaid amount estimated to be paid under any Note described above. Neither the Company, the Board of Directors, nor the Adviser has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. However, depending on the amount of Shares tendered and prevailing general economic and market conditions, the Company, in its sole discretion, may decide to fund any portion of the purchase price, subject to compliance with applicable law, through borrowings. If the Company funds any portion of the purchase price in that manner, it will deposit assets to serve as collateral for any amounts so borrowed in a special custody account with its custodian established for that purpose. If the Company were to fail to repay any such amounts, the lender could be entitled to satisfy the Company’s obligations from the collateral deposited in the special custody account. The Company expects that the repayment of any amounts so borrowed will be financed from additional funds contributed to the Company by existing and/or new Shareholders, withdrawal from the investment funds in which it has invested or from the proceeds of the sale of securities.

8. CERTAIN CONDITIONS OF THE OFFER.

The Company reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of such extension. In the event that the Company so elects to extend the tender period, for the purpose of determining the purchase price for tendered Shares, the net asset value per Share will be determined as of the close of business on the last business day of the second month following the month in which the Offer expires. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer. The Company also reserves the right, at any time and from time to

8

time up to and including acceptance of tenders pursuant to the Offer, to: (a) cancel the Offer in the circumstances set out in the following paragraph and in the event of such cancellation not to purchase or pay for any Shares tendered pursuant to the Offer; (b) amend the Offer; and (c) postpone the acceptance of Shares. If the Company determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify the Shareholders.

The Company may cancel the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer if: (a) the Company would not be able to liquidate portfolio securities in a manner that is orderly and consistent with its stated investment objectives and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is, in the judgment of the Board of Directors, any (i) legal action or proceeding instituted or threatened challenging the Offer or otherwise materially adversely affecting the Company, (ii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State that is material to the Company, (iii) limitation imposed by federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any organized exchange or over-the-counter market where the Company has a material investment, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States that is material to the Company, (vi) material decrease in the net asset value of the Company from the net asset value of the Company as of commencement of the Offer, or (vii) other event or condition that would have a material adverse effect on the Company or the Shareholders if Shares tendered pursuant to the Offer were purchased; or (c) the Board of Directors determines that it is not in the best interest of the Company to purchase Shares pursuant to the Offer.

9. CERTAIN INFORMATION ABOUT THE COMPANY AND THE ADVISER.

The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company offering its Shares. It was organized as a Delaware limited liability company on May 9, 2011. Subscriptions for Shares of the Company were first accepted for investment as of January 1, 2014. The principal office of the Company is located at 527 Madison Avenue, 4th Floor, New York, New York 10022 and the telephone number is (212) 485-3100. Shares are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the LLC Agreement.

Based on March 31, 2022 net asset values, the following persons own Shares equal in value to the following amounts:

9

Other than those listed in the tables above, no person controlling the Company, or the Adviser nor any associate or majority-owned subsidiary of such person owns (directly or indirectly) Shares of the Company. Unless otherwise noted, addresses for each of the persons listed above are provided in Item 3.

Other than the issuance of Shares by the Company in the ordinary course of business, there have been no transactions involving Shares that were effected during the past 60 days by the Company, the Adviser, any Director or any person controlling the Company or the Adviser.

Subject to the possibility alluded to in the next paragraph, neither the Company, the Adviser nor the Board of Directors has any plans or proposals that relate to or would result in: (1) the acquisition by any person of additional Shares (other than the Company’s intention to accept subscriptions for Shares on the first business day of each calendar month and from time to time as described in Section 7 above), or the disposition of Shares (other than through periodic purchase offers, including this Offer); (2) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company; (3) any material change in the present distribution policy or indebtedness or capitalization of the Company; (4) any change in the present Board of Directors or in the management of the Company including, but not limited to, any plans or proposals to change the number or the term of members of the Board of Directors, or to fill any existing vacancy on the Board of Directors or to change any material term of the employment contract of any executive officer; (5) a purchase, sale or transfer of a material amount of assets of the Company (other than as may be necessary or appropriate to fund all or a portion of the purchase price for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Company); (6) any other material change in the Company’s corporate structure or business, including any plans or proposals to make any changes in its investment policies, for which a vote would be required by Section 13 of the 1940 Act; or (7) any changes in the LLC Agreement or other governing instruments or other actions that could impede the acquisition of control of the Company.

10. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.

The following discussion is a general summary of certain U.S. federal income tax consequences of the purchase of Shares by the Company from Shareholders pursuant to the Offer. Shareholders should consult their own tax advisors for a complete description of the tax consequences to them of a purchase of their Shares by the Company pursuant to the Offer.

In general, a Shareholder from whom Shares (held as capital assets) are purchased by the Company may realize a capital gain or loss in an amount equal to the difference between the amount realized and the Shareholder’s adjusted tax basis in the Shares. Such gain or loss will be long-term or short-term, depending upon the Shareholder’s holding period for the Shares. Generally, a Shareholder’s gain or loss will be a long-term gain or loss if the Shares have been

10

held for more than one year. A loss realized on a sale or exchange of Shares will be disallowed if such Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date on which the Shares are disposed of. In such case, the basis of the Shares acquired will be adjusted to reflect the disallowed loss. Notwithstanding the foregoing, however, note that in certain circumstances proceeds of a repurchase offer received by a Shareholder will be treated as a dividend paid to that Shareholder, rather than as amounts received in exchange for the tendered shares.

Under Treasury regulations, if a Shareholder recognizes a loss with respect to Shares in any single tax year of $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder, the Shareholder will likely have to file with the Internal Revenue Service a disclosure statement on Form 8886. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

11. MISCELLANEOUS.

The Offer is not being made to, nor will tenders be accepted from, Shareholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities or other laws of such jurisdiction. The Company is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction. However, the Company reserves the right to exclude Shareholders from the Offer in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. The Company believes such exclusion is permissible under applicable laws and regulations, provided the Company makes a good faith effort to comply with any state law deemed applicable to the Offer.

The Company is generally subject to certain tax-related requirements as to annual distributions of income and gain. Pursuant to the Company’s automatic dividend reinvestment program, any such distribution is automatically invested in additional Shares except to the extent that the relevant Shareholder is no longer a Shareholder on the payment date of such distributions (i.e., because all Shares held by that Shareholder have been repurchased by the Company as of that date) in which case the Shareholder shall receive such distributions in cash.

The Company has filed an Issuer Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which includes certain information relating to this Offer. A free copy of such statement may be obtained by contacting BNY Mellon Investment Servicing at (855) 631-5474 or BNY Mellon Investment Servicing PO Box 9861, Providence, RI 02940-9861 or from the Securities and Exchange Commission’s internet web site, http://www.sec.gov. A copy may be inspected and copied at, and for a fee may be obtained by mail from, the public reference office of the Securities and Exchange Commission at 100 F Street, N.E., Washington, DC 20549.

11

EXHIBIT C

NOTICE OF INTENT TO TENDER

Regarding

SHARES

of

SKYBRIDGE G II FUND, LLC

Tendered Pursuant to the Offer to Purchase Dated May 26, 2022

THIS NOTICE OF INTENT TO TENDER MUST BE

RECEIVED BY BNY MELLON INVESTMENT SERVICING BY FRIDAY,

JUNE 24, 2022.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

AT 11:59 P.M., NEW YORK TIME, ON FRIDAY,

JUNE 24, 2022, UNLESS THE OFFER IS EXTENDED.

Complete this Notice of Intent to Tender and Return or Deliver via U.S. Post Service mail to:

SkyBridge Capital c/o

BNY Mellon Investment Servicing

PO Box 9861

Providence, RI 02940-9861

or via overnight private shipping service to:

SkyBridge Capital c/o

BNY Mellon Investment Servicing

4400 Computer Drive

Westborough, MA 01581

For additional information:

Phone: (855) 631-5474

Fax: (833) 261-1559

You may also direct questions to your financial consultant.

SkyBridge G II Fund, LLC

Ladies and Gentlemen:

The undersigned hereby tenders to SkyBridge G II Fund, LLC, a closed-end, non-diversified, management investment company organized under the laws of the State of Delaware (the “Company”), the shares of limited liability company interests in the Company (“Shares”) held by the undersigned, described and specified below, on the terms and conditions set out in the Offer to Purchase, dated May 26, 2022 (“Offer”), receipt of which is hereby acknowledged, and in this Notice of Intent to Tender. THE OFFER AND THIS NOTICE OF INTENT TO TENDER ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET OUT IN THE OFFER, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE COMPANY TO REJECT ANY AND ALL TENDERS DETERMINED BY IT, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.

The undersigned hereby sells to the Company the Shares tendered pursuant to this Notice of Intent to Tender. The undersigned warrants that it has full authority to sell the Shares tendered hereby and that the Company will acquire good title to the Shares, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to this sale, and not subject to any adverse claim, when and to the extent the Shares are purchased by the Company. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.

The undersigned recognizes that under certain circumstances set out in the Offer, the Company may not be required to purchase the Shares tendered hereby.

A promissory note for the purchase price will be held on behalf of the undersigned in an account with the Fund’s transfer agent and is available upon request. Subsequently, any cash payment of the purchase price for the Shares tendered by the undersigned will be made by wire transfer to the same account. The undersigned understands that purchases will be made based on either the number of Shares or the dollar amount accepted for purchase by the Company as of June 24, 2022, or if the Offer is extended, such later date as described in Section 1 of the Offer to Purchase. The undersigned understands that the purchase price will be based on the unaudited net asset value per Share as of September 30, 2022, or, if the Offer is extended, such later date as described in Section 3 of the Offer to Purchase. The undersigned further understands that in the unlikely event any payment for the Shares tendered hereby is in the form of marketable securities, such payment will be made by means of a special arrangement between the undersigned and the Company, separate from this Notice of Intent to Tender and the Offer.

All authority conferred or agreed to be conferred in this Notice of Intent to Tender will survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder will be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 6 of the Offer to Purchase, this tender is irrevocable. A form to use to give notice of withdrawal of a tender is available upon request.

INSTRUCTIONS TO TENDERING SHAREHOLDER: PLEASE FAX OR MAIL VIA U.S. POST SERVICE IN THE ENCLOSED ENVELOPE TO: SKYBRIDGE CAPITAL C/O BNY MELLON INVESTMENT SERVICING, PO BOX 9861, PROVIDENCE RI 02940-9861; OR VIA PRIVATE OVERNIGHT SERVICE TO SKYBRIDGE CAPITAL C/O BNY MELLON INVESTMENT SERVICING, 4400 COMPUTER DRIVE, WESTBOROUGH, MA 01581. FOR ADDITIONAL INFORMATION: PHONE (855) 631-5474 FAX: (833) 261-1559. IF THE SHAREHOLDER CHOOSES TO FAX THE NOTICE OF INTENT TO TENDER, IT SHOULD MAIL THE ORIGINAL NOTICE OF INTENT TO TENDER TO BNY MELLON INVESTMENT SERVICING PROMPTLY AFTER IT IS FAXED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 11:59 P.M., NEW YORK TIME, ON FRIDAY, JUNE 24, 2022).

2

SKYBRIDGE G II FUND, LLC

NOTICE OF INTENT TO TENDER FORM

Repurchase Date: September 30, 2022

Offer Acceptance Deadline: Friday, June 24, 2022, 11:59 p.m. EDT

Please complete Parts 1, 2 and 3 and fax to (833) 261-1559 or mail to the address provided on the previous page

For Inquiries, please call 855-631-5474 or email [email protected] (Tender forms should not be emailed)

PLEASE NOTE, IF YOU ARE FAXING MULTIPLE NOTICES OF INTENT TO TENDER, PLEASE FAX EACH NOTICE SEPARATELY. EXECUTED FORMS MUST BE RECEIVED BY THE BANK OF NEW YORK MELLON PRIOR TO THE EXPIRATION. PLEASE ALLOW 24-48 HOURS BEFORE EMAILING TO CONFIRM RECEIPT.

PART 1: ACCOUNT INFORMATION

Secondary Tax ID (if applicable):    ___ ___ ___ ___ ___ ___ ___ ___ ___

PART 2: TENDERED UNITS:

PART 3: SIGNATURE:

Please sign below to confirm your request to tender units. If joint ownership, all parties must sign. If fiduciary, partnership or corporation, indicate title of signatory.

3

NOTICE OF INTENT TO TENDER

Regarding

SHARES

of

SKYBRIDGE G II FUND, LLC

FOR CLIENTS OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Tendered Pursuant to the Offer to Purchase Dated May 26, 2022

YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER MUST

SUBMIT THIS NOTICE OF INTENT TO TENDER FOR PROCESSING BY 11:59 P.M.,

NEW YORK TIME ON FRIDAY, JUNE 24, 2022.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

AT 11:59 P.M., NEW YORK TIME, ON FRIDAY,

JUNE 24, 2022, UNLESS THE OFFER IS EXTENDED.

Should you wish to participate in this Offer, please contact your Merrill Lynch Financial Advisor/Portfolio Manager who will enter the order and

provide you with a customized Notice of Intent to Tender for your account. The Notice of Intent to Tender generated for your account will need to be

signed and returned or delivered to your Merrill Lynch Financial Advisor/Portfolio Manager.

For additional information call your Merrill Lynch Financial Advisor/Portfolio Manager.

SkyBridge G II Fund, LLC

Ladies and Gentlemen:

The undersigned hereby tenders to SkyBridge G II Fund, LLC, a closed-end, non-diversified, management investment company organized under the laws of the State of Delaware (the “Company”), the shares of limited liability company interests in the Company (“Shares”) held by the undersigned, described and specified below, on the terms and conditions set out in the Offer to Purchase, dated May 26, 2022 (“Offer”), receipt of which is hereby acknowledged, and in this Notice of Intent to Tender. THE OFFER AND THIS NOTICE OF INTENT TO TENDER ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET OUT IN THE OFFER, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE COMPANY TO REJECT ANY AND ALL TENDERS DETERMINED BY IT, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.

For informational purposes only, as of the close of business on March 31, 2022, the unaudited net asset value per Share of SkyBridge G II Fund, LLC was $993.9452. Such net asset value is subject to fluctuation and the Company cannot advise as to what the value of the Shares will be as of June 24, 2022 (or such later date described in Section 1 of the Offer to Purchase), nor what purchase price will be as of September 30, 2022 (or such later date described in Section 3 of the Offer to Purchase).

The undersigned hereby sells to the Company the Shares tendered pursuant to this Notice of Intent to Tender. The undersigned warrants that it has full authority to sell the Shares tendered hereby and that the Company will acquire good title to the Shares, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to this sale, and not subject to any adverse claim, when and to the extent the Shares are purchased by the Company. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.

The undersigned recognizes that under certain circumstances set out in the Offer, the Company may not be required to purchase the Shares tendered hereby.

A promissory note for the purchase price will be held on behalf of the undersigned in an account with the Fund’s transfer agent and is available upon request. Subsequently, any cash payment of the purchase price for the Shares tendered by the undersigned will be made by wire transfer to the same account. A copy of the promissory note may be requested by calling your Merrill Lynch Financial Advisor/Portfolio Manager or BNY Mellon Investment Servicing at (855) 631-5474, and will be mailed to the undersigned to the address of the undersigned as maintained in the books and records of the Company. The undersigned understands that the purchase price will be based on the unaudited net asset value per Share as of September 30, 2022, or, if the Offer is extended, such later date as described in Section 3 of the Offer to Purchase. The undersigned further understands that in the unlikely event any payment for the Shares tendered hereby is in the form of marketable securities, such payment will be made by means of a special arrangement between the undersigned and the Company, separate from this Notice of Intent to Tender and the Offer.

2

All authority conferred or agreed to be conferred in this Notice of Intent to Tender will survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder will be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 6 of the Offer to Purchase, this tender is irrevocable. A form to use to give notice of withdrawal of a tender is available upon request.

INSTRUCTIONS TO TENDERING SHAREHOLDER: PLEASE CONTACT YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER WHO WILL ENTER THE TENDER ORDER AND PROVIDE YOU WITH A CUSTOMIZED NOTICE OF INTENT TO TENDER FOR YOUR ACCOUNT. THE NOTICE OF INTENT TO TENDER GENERATED FOR YOUR ACCOUNT WILL NEED TO BE SIGNED AND RETURNED OR DELIVERED TO YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER. FOR ADDITIONAL INFORMATION, CALL YOUR MERRILL FINANCIAL ADVISOR/PORTFOLIO MANAGER. IF THE SHAREHOLDER CHOOSES TO FAX THE SIGNED NOTICE OF INTENT TO TENDER (OR OTHERWISE DELIVER NOT IN ORIGINAL FORM), IT SHOULD MAIL THE ORIGINAL NOTICE OF INTENT TO TENDER TO ITS MERRILL FINANCIAL ADVISOR/PORTFOLIO MANAGER PROMPTLY AFTER IT IS INITIALLY DELIVERED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 11:59 P.M., NEW YORK TIME, ON FRIDAY, JUNE 24, 2022).

3

Tender Offer Request

Order Form - U.S. Investors    

These Tender Offer Request Signature Pages (or “Signature Pages”) relate to the client’s (the “Client”) redemption from one or more investment funds (each, a “Fund”). The term “Fund” or “Funds” as used herein refers to each investment fund from which the Client is redeeming as set forth in the Signature Pages. The term “Interest” refers to any unit of participation, share, or other form of interest issued by a Fund.

Instructions for Placing a Request for a Tender Offer for the Funds

After discussing the terms of the tender offer or redemption request with the Client, the Financial Advisor, Portfolio Manager or registered representative (each, an “Investment Professional”) must:

Step 1. REVIEW Client information

Review all pages of this document for accuracy and completeness prior to delivering to the Client.

Step 2. DISCUSS with your Client

Ensure your Client understands, verifies and completes all sections of this document before signing.

Step 3. SIGN and DATE

Your Client must sign and date the document. (For fiduciary accounts, instructions for signing requirements are included in the offering kits of each Fund.)

Step 4. SCAN and SUBMIT

Scan the completed and signed document to your desktop and submit it through the Dashboard on the Alternative Investments Website.

Investment Professional Attestation

The undersigned Investment Professional hereby certifies that the Client is known to and is a Client of the Investment Professional, and the Investment Professional has had substantive discussions with the Client regarding the Client’s investment objectives. The Investment Professional confirms that he/she has a reasonable basis for believing (i) that all of the representations made by the Client on these Signature Pages are true and correct, (ii) based on information obtained from the Client concerning the Client’s investment objectives, other investments, financial situation and needs, and any other information known to the Investment Professional, that a tender, redemption or withdrawal from the Fund is suitable for the Client, and (iii) that the Client’s contact information on record with the selling agent and as noted on these Signature Pages is true and correct. The Investment Professional confirmed that the Client is aware of the financial terms and risks applicable to a tender, redemption or withdrawal from the Fund and the specific class(es) and series of Interests issued by each Fund in which the Client currently invests.

Investment Professional Name

Investment Professional Signature Date

TENDER_v1.1

Client Account Details

Request Tender / Redemption Details

Payment – Cash

Cash payments due pursuant to this request will be made directly to Merrill Lynch, Pierce, Fenner & Smith, Inc. or U.S. Trust, as indicated above, who will facilitate the distribution of proceeds into the Client’s account

TENDER_v1.1

Signature

By executing and submitting these Signature Pages, you acknowledge that this request is subject to all of the terms and conditions set forth in the Offer and the Letter of Transmittal. Except as stated in the Offer, this request is irrevocable. You acknowledge the absolute right of the Fund to reject any and all tenders, including those that the Fund determines, in its sole discretion, are not in the appropriate form. . You represent that you are the beneficial owner of the Interests in the Fund to which this request relates, or that the person signing this request is an authorized representative of the redeeming investor.

Signature 1:

Signature 2:

EXHIBIT D

NOTICE OF WITHDRAWAL OF TENDER

Regarding

SHARES

of

SKYBRIDGE G II FUND, LLC

Tendered Pursuant to the Offer to Purchase

Dated May 26, 2022

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

AT, AND THIS NOTICE OF WITHDRAWAL OF TENDER MUST BE

RECEIVED BY BNY MELLON INVESTMENT SERVICING BY, 11:59 P.M., NEW YORK

TIME, ON FRIDAY, JUNE 24, 2022, UNLESS THE OFFER IS

EXTENDED OR THE COMPANY PERMITS A LATER WITHDRAWAL.

Complete this Notice of Intent to Tender and Return or Deliver via U.S. Post Service mail to:

SkyBridge Capital c/o

BNY Mellon Investment Servicing

PO Box 9861

Providence, RI 02940-9861

or via overnight private shipping service to:

SkyBridge Capital c/o

BNY Mellon Investment Servicing

4400 Computer Drive

Westborough, MA 01581

For additional information:

Phone: (855) 631-5474

Fax: (833) 261-1559

You may also direct questions to your financial consultant.

SkyBridge G II Fund, LLC

Ladies and Gentlemen:

The undersigned wishes to withdraw the previously submitted notice of the undersigned’s intent to tender its Shares of SkyBridge G II Fund, LLC (the “Company”) for purchase by the Company that previously were submitted by the undersigned in a Notice of Intent to Tender dated ____________. IF THIS WITHDRAWAL NOTICE IS TIMELY RECEIVED IN ACCORDANCE WITH ITS ACCOMPANYING INSTRUCTIONS (OR THE COMPANY IN ITS DISCRETION PERMITS A LATER WITHDRAWAL), THE IDENTIFIED SHARES PREVIOUSLY SUBMITTED FOR TENDER WILL NOT BE REPURCHASED BY THE COMPANY.

The undersigned recognizes that upon the submission on a timely basis (or later submission with acceptance by the Company) of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Company upon expiration of the tender offer described above.

SIGNATURE(S). If joint ownership, all parties must sign. If fiduciary, partnership or corporation, indicate title of signatory under signature lines.

NOTICE OF WITHDRAWAL OF TENDER

Regarding

SHARES

of

SKYBRIDGE G II FUND, LLC

FOR CLIENTS OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Tendered Pursuant to the Offer to Purchase

Dated May 26, 2022

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

AT, AND YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER

MUST SUBMIT THIS NOTICE OF WITHDRAWAL FOR PROCESSING BY, 11:59 P.M.,

NEW YORK TIME, ON FRIDAY, JUNE 24, 2022, UNLESS THE OFFER IS

EXTENDED OR THE COMPANY PERMITS A LATER WITHDRAWAL.

Complete this Notice of Withdrawal of Tender and Return or Deliver to your Merrill Financial

Advisor/Portfolio Manager:

For additional information call your Merrill Financial Advisor/Portfolio Manager.

SkyBridge G II Fund, LLC

Ladies and Gentlemen:

The undersigned wishes to withdraw the previously submitted notice of the undersigned’s intent to tender its Shares of SkyBridge G II Fund, LLC (the “Company”) for purchase by the Company that previously were submitted by the undersigned in a Notice of Intent to Tender dated ____________. IF THIS WITHDRAWAL NOTICE IS TIMELY RECEIVED IN ACCORDANCE WITH ITS ACCOMPANYING INSTRUCTIONS (OR THE COMPANY IN ITS DISCRETION PERMITS A LATER WITHDRAWAL), THE IDENTIFIED SHARES PREVIOUSLY SUBMITTED FOR TENDER WILL NOT BE REPURCHASED BY THE COMPANY.

The undersigned recognizes that upon the submission on a timely basis (or later submission with acceptance by the Company) of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Company upon expiration of the tender offer described above.

SIGNATURE(S). If joint ownership, all parties must sign. If fiduciary, partnership or corporation, indicate title of signatory under signature lines.

EXHIBIT E

FORMS OF LETTERS FROM THE COMPANY TO SHAREHOLDERS IN CONNECTION

WITH ACCEPTANCE OF OFFERS OF TENDER

THE FOLLOWING LETTER IS BEING SENT TO SHAREHOLDERS IF THEY TENDERED 95% OR MORE OF THEIR SHARES OF THE COMPANY PURSUANT TO THEIR NOTICE OF INTENT TO TENDER.

[June 24, 2022]

Dear Shareholder:

SkyBridge G II Fund, LLC (the “Company”) has received and accepted for purchase your tender of 95% or more of your Shares of the Company pursuant to your Notice of Intent to Tender.

Because you have tendered and the Company has purchased 95% or more of your Shares in the Company, you have been issued a note (the “Note”) entitling you to receive a two-part payment in an aggregate amount equal to the unaudited net asset value of your Shares as of September 30, 2022 in accordance with the terms of the tender offer. The Note is held for you in an account with the Fund’s transfer agent and is available upon request. Cash payments in settlement of the note will be wire transferred in accordance with the following schedule: at least 95% of the amount due no later than October 30, 2022 (unless the valuation date of such Shares has changed, or the Company has requested a withdrawal of its capital from the investment funds in which it invests (and has not yet received at least 90% of the proceeds of such withdrawal)), and the remainder of the amount generally due by December 29, 2022. Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.

Should you have any questions (or wish to request a copy of your Note), please feel free to contact BNY Mellon Investment Servicing, the Company’s agent for this purpose, at (855) 631-5474. You may also direct questions to your financial consultant.

Sincerely,

SkyBridge G II Fund, LLC

THE FOLLOWING LETTER IS BEING SENT TO SHAREHOLDERS IF THEY TENDERED LESS THAN 95% OF THEIR SHARES OF THE COMPANY SPECIFIED IN THEIR NOTICE OF INTENT TO TENDER.

[June 24, 2022]

Dear Shareholder:

SkyBridge G II Fund, LLC (the “Company”) has received and accepted for purchase your tender of a portion of your Shares of the Company pursuant to your Notice of Intent to Tender.

Because you have tendered and the Company has purchased a portion of your investment in the Company, you have been issued a note (the “Note”). The Note entitles you to receive payment in an amount equal to the purchase price of your Shares accepted for purchase. In accordance with the terms of the tender offer, such purchase price is expected to be based on the unaudited net asset value of the Company as of September 30, 2022. The Note is held for you in an account with the Fund’s transfer agent and is available upon request. Any cash payment in settlement of the Note will be wire transferred no later than October 30, 2022, unless the valuation date has changed, or the Company has requested a withdrawal of its capital from the investment funds in which it invests (and has not yet received at least 90% of the proceeds of such withdrawal), and provided that your account retains the required minimum account balance, all in accordance with the terms of the tender offer. You remain a Shareholder of the Company with respect to the portion of your Shares that you did not tender. Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.

Should you have any questions (or wish to request a copy of your Note), please feel free to contact BNY Mellon Investment Servicing, the Company’s agent for this purpose, at (855) 631-5474. You may also direct questions to your financial consultant.

Sincerely,

SkyBridge G II Fund, LLC

EXHIBIT F

NON-NEGOTIABLE PROMISSORY NOTE

SKYBRIDGE G II FUND, LLC

Dated: [June 24, 2022]

FOR VALUE RECEIVED, SkyBridge G II Fund, LLC (“Payor” or the “Company”), a Delaware limited liability company issuing its “Shares” of limited liability company interests in the Company, hereby promises to pay [insert name of payee] (“Payee”) the Payment Amount (as defined in Section 2) in a single installment as discussed below.

This Note is being issued so that Payor may purchase Shares (the “Repurchased Shares”) from Payee pursuant to the terms and subject to the conditions set out in the Offer to Purchase dated May 26, 2022 and the Notice of Intent to Tender submitted by the Payee (which Offer to Purchase and Notice of Intent to Tender, together with any amendments or supplements thereto collectively constitute the “Offer”). This Note is not negotiable and is not interest-bearing.

1. General Payment Provisions. The Payor will make the Payment under this Note in a single installment in such currency of the United States of America as will be legal tender at the time of payment. Payment under this Note will be made by immediately available funds by wire transfer to Payee’s account at Payee’s authorized placement agent as previously identified to Payor by Payee.

The Company’s duly authorized administrator (the “Administrator”) may decide, in its discretion, to make payment in cash, or by the distribution of securities in kind or partly in cash and partly in kind. Any payment in the form of securities will be made by means of a separate arrangement entered into with the Payee in the sole discretion of the Administrator.

2. Payment. The “Payment Amount” will be an amount equal to the value of the Repurchased Shares determined as of September 30, 2022 (the “Valuation Date”) (and valued within thirty (30) days thereafter in accordance with the Company’s limited liability company agreement). The Payor will make payment under this Note as of the later of (1) a period of within thirty (30) days after the Valuation Date, or (2) if the Company has requested withdrawals of its capital from any investment funds in which the Company is invested in order to fund the purchase of the Shares, within ten (10) business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the investment funds. Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.

3. Optional Prepayment. This Note may be prepaid, without premium, penalty or notice, at any time.

4. Events of Default.

(a) The occurrence of any of the following events shall be deemed to be an “Event of Default” under this Note:

(i) The Payor defaults in payment when due and any such default continues for a period of ten (10) days; or

(ii) The Payor shall commence any proceeding or other action relating to the Company in bankruptcy or seek reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief of debtors; (2) the Payor applies for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Company or for all or substantially all of the property of the Company; (3) the Payor makes a general assignment for the benefit of creditors of the Company; or (4) the Payor generally admits its inability to pay its debts with respect to the Company as they become due and payable; or

(iii) The commencement of any proceeding or the taking of any other action against the Company in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or (2) the appointment of a receiver, conservator, trustee or similar officer for the Payor or for all or substantially all of the property of the Company and the continuance of any such event for sixty (60) days undismissed, unbonded or undischarged.

(b) Upon the occurrence of an Event of Default, the entire unpaid amount of this Note outstanding shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, and without any action on the part of the Payee.

5. Miscellaneous.

(a) Governing Law; Consent to Jurisdiction. This Note and the rights and remedies of the Payor and Payee will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within such State, without regard to the conflict of laws principles of such State. Any legal action, suit or proceeding arising out of or relating to this Agreement may be instituted in any state or federal court located within the County of New York, State of New York, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(b) Notices. All communications under this Note will be given in writing, sent by telecopier or registered mail to the address set forth below or to such other address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two days after dispatch.

(c) Severability, Binding Effect. Any provision of this Note that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

(d) Amendment; Waiver. No provision of this Note may be waived, altered or amended, except by written agreement between the Payor and Payee.

(e) Waiver of Presentment. Payor hereby waives presentment, protest, demand for payment and notice of default or nonpayment to or upon Payor with respect to this Note.

(f) Entire Agreement. This Note and the Offer set out the entire agreement between the parties and supersede any prior oral or written agreement between the parties.

IN WITNESS WHEREOF, Payor has duly caused this Note to be duly executed as of the date first above written.

NON-NEGOTIABLE PROMISSORY NOTE

SKYBRIDGE G II FUND, LLC

Dated: [June 24, 2022]

FOR VALUE RECEIVED, SkyBridge G II Fund, LLC (“Payor” or the “Company”), a Delaware limited liability company issuing its “Shares” of limited liability company interests, hereby promises to pay [insert name of payee] (“Payee”) the Payment Amount (as defined in Section 2) in two installments as discussed below.

This Note is being issued so that Payor may purchase Shares (the “Repurchased Shares”) from Payee pursuant to the terms and subject to the conditions set out in the Offer to Purchase dated May 26, 2022 and the Notice of Intent to Tender submitted by the Payee (which Offer to Purchase and Notice of Intent to Tender, together with any amendments or supplements thereto collectively constitute the “Offer”). This Note is not negotiable and is not interest-bearing.

1. General Payment Provisions. The Payor will make the Payment under this Note in two installments in such currency of the United States of America as will be legal tender at the time of payment. Payment under this Note will be made by immediately available funds by wire transfer to Payee’s account at Payee’s authorized placement agent as previously identified to Payor by Payee.

The Company’s duly authorized administrator (the “Administrator”) may decide, in its discretion, to make payment in cash, or by the distribution of securities in kind or partly in cash and partly in kind. Any payment in the form of securities will be made by means of a separate arrangement entered into with the Payee in the sole discretion of the Administrator.

2. Payment. The “Payment Amount” will be an amount equal to the value of the Repurchased Shares determined as of September 30, 2022 (the “Valuation Date”) (and valued within thirty (30) days thereafter in accordance with the Company’s limited liability company agreement). The Payor will make a two-part payment under this Note. The first payment (the “Initial Payment”) will be for at least 95% of the Payment Amount and will be made by Payor as of the later of (1) a period of within thirty (30) days after the Valuation Date, or (2) the Company has requested withdrawals of its capital from any investment funds in which the Company is invested in order to fund the purchase of the Shares, within ten (10) business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the investment funds. The second payment will be for the difference between the Payment Amount and the Initial Payment and will be made by Payor within ninety (90) days after the Valuation Date, unless the valuation date of such Shares has changed, or the Company has requested a withdrawal of its capital from the investment funds in which it invests (and has not yet received at least 90% of the proceeds of such withdrawal). Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.

3. Optional Prepayment. This Note may be prepaid, without premium, penalty or notice, at any time.

4. Events of Default.

(a) The occurrence of any of the following events shall be deemed to be an “Event of Default” under this Note:

(i) The Payor defaults in payment when due and any such default continues for a period of ten (10) days; or

(ii) The Payor shall commence any proceeding or other action relating to the Company in bankruptcy or seek reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief of debtors; (2) the Payor applies for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Company or for all or substantially all of the property of the Company; (3) the Payor makes a general assignment for the benefit of creditors of the Company; or (4) the Payor generally admits its inability to pay its debts with respect to the Company as they become due and payable; or

(iii) The commencement of any proceeding or the taking of any other action against the Company in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Company or the debts of the Company under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or (2) the appointment of a receiver, conservator, trustee or similar officer for the Payor or for all or substantially all of the property of the Company and the continuance of any such event for sixty (60) days undismissed, unbonded or undischarged.

(b) Upon the occurrence of an Event of Default, the entire unpaid amount of this Note outstanding shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, and without any action on the part of the Payee.

5. Miscellaneous.

(a) Governing Law; Consent to Jurisdiction. This Note and the rights and remedies of the Payor and Payee will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within such State, without regard to the conflict of laws principles of such State. Any legal action, suit or proceeding arising out of or relating to this Agreement may be instituted in any state or federal court located within the County of New York, State of New York, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(b) Notices. All communications under this Note will be given in writing, sent by telecopier or registered mail to the address set forth below or to such other address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two days after dispatch.

(c) Severability, Binding Effect. Any provision of this Note that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

(d) Amendment; Waiver. No provision of this Note may be waived, altered or amended, except by written agreement between the Payor and Payee.

(e) Waiver of Presentment. Payor hereby waives presentment, protest, demand for payment and notice of default or nonpayment to or upon Payor with respect to this Note.

(f) Entire Agreement. This Note and the Offer set out the entire agreement between the parties and supersede any prior oral or written agreement between the parties.

IN WITNESS WHEREOF, Payor has duly caused this Note to be duly executed as of the date first above written.

EX-FILING FEES

Calculation of Filing Fee Tables

SC TO-I

(Form Type)

SKYBRIDGE G II FUND LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation