UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2022
LONGVIEW ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40242 | | 85-3650296 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer
Identification Number) |
767 Fifth Avenue, 44th Floor
New York, NY | | 10153 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 812-4700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on
which registered |
| Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable Warrant | | LGV.U | | The New York Stock Exchange |
| Class A Common Stock, par value $0.0001 per share | | LGV | | The New York Stock Exchange |
| Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | | LGV WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Units [Member]
Redeemable Warrants [Member]
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on March 18, 2021, Longview Acquisition Corp. II (“we,” “us” or the “Company”) issued a convertible promissory note (the “Promissory Note”) to Longview Investors II LLC (the “Lender”), which was amended on February 15, 2022 to increase the aggregate principal amount of the Promissory Note from $2,000,000 to $3,000,000 (as amended, the “Promissory Note”). On August 9, 2022, the Company and the Lender further amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $3,000,000 to $4,000,000. All other terms of the Promissory Note remain in full force and effect.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibits to this Current Report on Form 8-K may contain hypertext links to information on our website or other parties’ websites. The information on our website and other parties’ websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 9, 2022
| | LONGVIEW ACQUISITION CORP. II |
| | |
| | |
| | By: | /s/ Mark Horowitz |
| | Name: Mark Horowitz |
| | Title: Chief Financial Officer |
