Longview Acquisition Corp II (LGV) PRE 14APreliminary proxy

The attached Notice of the Stockholder Meeting and proxy statement describe the business Longview will conduct at the Stockholder Meeting and provide information about Longview that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated           , 2022 and is first being mailed to stockholders on or about that date, the Stockholder Meeting will be held for the purpose of considering and voting on the following proposals:

Pursuant to the Certificate of Incorporation, if the Charter Amendment Proposal is approved, the Public Stockholders may elect to redeem all or a portion of their Public Shares in the Voluntary Redemption. However, pursuant to the Certificate of Incorporation, Longview will not implement the Charter Amendment Proposal if Longview will not have at least US$5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Voluntary Redemption.

If the Charter Amendment Proposal is approved and implemented, and if the Board, in its sole discretion, subsequently decides that liquidation and dissolution is in the best interest of Longview and its stockholders, Longview will, (i) on the Amended Termination Date (provided that such Amended Termination Date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the DGCL and that such Amended Termination Date may be earlier than the Original Termination Date), cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, complete redemption of all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Longview’s remaining stockholders after completion of the Share Redemption and the Board, liquidate and dissolve, subject in each case to Longview’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Continental’s role as trustee of the Trust Account is subject to the terms and conditions of the Trust Agreement. The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Longview in connection with either a closing of an initial business combination or Longview’s inability to effect an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Longview’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date.

If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Longview in connection with either a closing of an initial business combination or Longview’s inability to effect an initial business combination within the time frame specified in the Second Amended and Restated Certificate of Incorporation or (y) upon the earliest of (i) Longview’s completion of an initial business combination, (ii) the Extended Date and (iii) the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

The Company reserves the right to postpone or cancel the Stockholder Meeting and not to submit to stockholders or not to implement the Charter Amendment Proposal and/or the Trust Amendment Proposal.

The approval of the Charter Amendment Proposal under the Certificate of Incorporation requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common Stock.

The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five  percent (65%) of the outstanding Class A Common Stock and Class B Common Stock, voting together as a single class.

The approval of the Adjournment Proposal under Delaware law requires the affirmative vote of at least a majority of the votes cast by the holders of the shares of Common Stock present in person or represented by proxy at the Stockholder Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Stockholder Meeting or the Board determines before the Stockholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal.

TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE VOLUNTARY REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A COMMON STOCK BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LONGVIEW’S TRANSFER AGENT AT LEAST TWO

“RESOLVED, that conditional upon the Company having net tangible assets of at least US$5,000,001 after giving effect to any share redemptions in connection with this resolution pursuant to Article IX of the Certificate of Incorporation, the amendment and restatement of the Certificate of Incorporation in its entirety as set forth in the Second Amended and Restated Certificate of Incorporation, in the form set forth in Annex A of the accompanying proxy statement, is hereby authorized and approved.”

The approval of the Charter Amendment Proposal is a condition to its implementation. In addition, Longview will not implement the Charter Amendment Proposal if Longview will not have at least US$5,000,001 of net tangible assets following approval of the Charter Amendment Proposal, after taking into account the Voluntary Redemption. Longview cannot predict the amount that will remain in the Trust Account following the Voluntary Redemption if the Charter Amendment Proposal is approved and implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $      that was in the Trust Account as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any.

If the Charter Amendment Proposal is not approved or implemented, and a business combination is not completed on or before March 23, 2023, Longview will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Longview’s remaining stockholders after such redemption and the Board, liquidate and dissolve, subject in each case to Longview’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE VOLUNTARY REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A COMMON STOCK BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO LONGVIEW’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDER MEETING. YOU MAY TENDER

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Stockholder Meeting and the proposals to be presented at the Stockholder Meeting. The following questions and answers do not include all the information that is important to Longview stockholders. Stockholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposals to be presented at the Stockholder Meeting and the voting procedures for the Stockholder Meeting, which will be held on           , 2022, at           , Eastern Time. The Stockholder Meeting will be held at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. In light of public health concerns regarding COVID-19, attendees of the meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending, please email           at least one day prior to the Stockholder Meeting.

Longview stockholders are being asked to consider and vote on the following proposals:

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of the other. The Adjournment Proposal is not conditioned upon the approval of any

other proposal. If, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, Longview may move to adjourn the Stockholder Meeting to such later date or dates to permit further solicitation and vote of proxies. Longview also reserves the right to move to adjourn the Stockholder Meeting sine die in the event that the Board determines before the Stockholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal. In those events, at the Stockholder Meeting Longview will ask its stockholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal or the Trust Amendment Proposal. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the Stockholder Meeting, the Adjournment Proposal will not be presented.

an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Longview’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date. If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only and promptly (a) after its receipt of the applicable instruction letter delivered by Longview in connection with either a closing of an initial business combination or Longview’s inability to effect an initial business combination within the time frame specified in the Second Amended and Restated Certificate of Incorporation or (b) upon the earliest of (i) Longview’s completion of an initial business combination, (ii) the Extended Date and (iii) the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

there to be any broker non-votes at the Stockholder Meeting. If a quorum is not present or represented by proxy at the Stockholder Meeting, or if during the Stockholder Meeting a quorum ceases to be present, the chairman of the meeting may adjourn the meeting in the manner provided in the Certificate of Incorporation until a quorum shall attend.

Termination Date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the DGCL and that such Amended Termination Date may be earlier than the Original Termination Date), cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, complete redemption of all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Longview’s remaining stockholders after completion of the Share Redemption and the Board, liquidate and dissolve, subject in each case to Longview’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Adjournment Proposal is not approved by Longview’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date or dates in the event that there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal.

If you do not want the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN,” not vote, or vote “AGAINST” such proposal.

If, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal, Longview may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Amendment Proposal. If the Adjournment Proposal is not approved by Longview’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date or dates in the event that there are insufficient votes from the holders of Common Stock at the time of the Stockholder Meeting to approve the Charter Amendment Proposal.

the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a business combination transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the date of the registration statement for its initial public offering. We understand that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Rule Proposals.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, which does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed the IPO in March 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business combination since such time (or approximately 19 months after the effective date of the IPO, as of the date of this proxy statement). As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company if the SPAC Rule Proposals are adopted as proposed. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants or rights following such a transaction, and our warrants or rights would expire worthless.

The funds in the Trust Account have, since the IPO, been held only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of June 30, 2022, amounts held in trust account included approximately $1,266,846 of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we will, on or prior to the 24-month anniversary of the effective date of the registration statement relating to the IPO, or March 18, 2023, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of a business combination or our liquidation. Following such liquidation of the assets in the Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S. government securities or money market funds. This means that the amount available for redemption will not increase in the future, and those stockholders who elect not to redeem all or a portion of their Public Shares in connection with the approval of the Charter Amendment Proposal will receive no more than the same per share amount, without additional interest, if they redeem all or a portion of their Public Shares in connection with a business combination or if the Company is liquidated in the future, in each case as compared with the per share amount they would have received if they had redeemed all or a portion of their Public Shares in connection with the approval of the Charter Amendment Proposal.

In addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to the IPO, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary of the effective date of the registration statement relating to the IPO, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary of the effective date of the registration statement relating to the IPO, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our Public Stockholders would receive upon any redemption or our liquidation.

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of the other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the Stockholder Meeting, the Adjournment Proposal will not be presented.

As a stockholder of Longview, you have a right to vote on certain matters affecting Longview. The proposals that will be presented at the Stockholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Stockholder Meeting if you owned Common Stock at the close of business on October 31, 2022, which is the Record Date for the Stockholder Meeting. You are entitled to one vote for each Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 86,250,000 issued and outstanding Common Stock, of which 69,000,000 Class A Common Stock are held by the Public Stockholders and 17,250,000 Class B Common Stock are held by the Longview Initial Stockholders.

The presence, in person or by proxy, of one or more stockholders holding a majority of the issued and outstanding Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Longview Initial Stockholders, who own 20.0% of the issued and outstanding Common Stock as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Longview Initial Stockholders and the Glenview Holders, an additional 20,375,001 shares of Common Stock held by the Public Stockholders would be required to be present at the Stockholder Meeting to achieve a quorum.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Delaware law, will not constitute votes cast at the Stockholder Meeting and therefore (a) will not count as votes cast at the Stockholder Meeting and will have no effect on the outcome of the vote on the Adjournment Proposal; and (b) will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal at the Stockholder Meeting.

Under NYSE rules, if a stockholder holds their shares in “street” name through a bank, broker or other nominee and the stockholder does not instruct their bank, broker or other nominee how to vote their shares on a proposal, the bank, broker or other nominee has the authority to vote the shares in its discretion on certain discretionary matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any non-discretionary matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more discretionary proposals to be voted on at a meeting of stockholders, (ii) there are one or more non-discretionary proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a non-discretionary matter.

We believe that all of the proposals to be voted on at the Stockholder Meeting will be considered non-discretionary matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote the shares you beneficially own on any of the proposals to be voted on at the Stockholder Meeting without your instruction.

Because all of the proposals to be voted on at the Stockholder Meeting are non-discretionary matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the Stockholder Meeting.

The approval of the Charter Amendment Proposal under the Certificate of Incorporation requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common Stock.

The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the outstanding Class A Common Stock and Class B Common Stock, voting together as a single class.

your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by           a.m., Eastern Time, on        , 2022, being 48 hours before the time appointed for the holding of the Stockholder Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Stockholder Meeting, your shares (i) will not be counted for the purposes of determining whether a quorum is present at the Stockholder Meeting or whether the Adjournment Proposal (as the case may be) is approved by the requisite votes; and (ii) will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal at the Stockholder Meeting.

If you are a stockholder of record and give a proxy, you may revoke it at any time before the Stockholder Meeting or at the Stockholder Meeting by doing any one of the following:

However, if your shares are held in “street name” by your bank, broker or another nominee, you must contact your bank, broker or other nominee to change your vote.

The Stockholder Meeting has been called only to consider and vote on the approval of the Charter Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. The Board does not know of any other matters to be presented at the Stockholder Meeting. If any additional matters are properly presented at the Stockholder Meeting, absence any express instructions to the contrary, the individual(s) named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

If you are a Longview stockholder and have any questions about how to vote or direct a vote in respect of your Common Stock, you may call Okapi Partners LLC, our proxy solicitor, by calling (844) 343-2623 (toll-free), or banks and brokers can call (212) 297-0720, or by emailing info@okapipartners.com.

Pursuant to the Certificate of Incorporation, if the Charter Amendment Proposal is approved, the Public Stockholders may elect to redeem all or a portion of their Public Shares in the Voluntary Redemption. However, pursuant to the Certificate of Incorporation, Longview will not implement the Charter Amendment Proposal if Longview will not have at least US$5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Voluntary Redemption.

If the Charter Amendment Proposal is approved and implemented, and if the Board, in its sole discretion, subsequently decides that liquidation and dissolution is in the best interest of Longview and its stockholders, Longview will, (i) on the Amended Termination Date (provided that such Amended Termination Date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the DGCL and that such Amended Termination Date may be earlier than the Original Termination Date), cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, complete redemption of all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Longview’s remaining stockholders after completion of the Share Redemption and the Board, liquidate and dissolve, subject in each case to Longview’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. As of the close of business on the Amended Termination Date, all issued and outstanding Public Shares, will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of the Public Shares upon presentation of their respective share certificates or other delivery of their shares to the Transfer Agent. Beneficial owners of such Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. We anticipate that the funds to be distributed to the Public Stockholders. Upon the completion of the Share Redemption, the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) will be extinguished.

As a Public Stockholder, you will be entitled to receive cash for any Class A Common Stock to be redeemed only if you:

If you hold your shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or delivered electronically. Shares of Longview that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash in connection with the Voluntary Redemption. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder.

Moreover, recent legislative developments may negatively impact Public Stockholders if Longview is unable to consummate a business combination by or before the Original Termination Date. The IRA imposes a 1% excise tax on the fair market value of stock repurchased by a U.S. corporation beginning in 2023, with certain exceptions. Because Longview is a publicly listed Delaware corporation, it is a “covered corporation” within the meaning of the IRA; consequently, the Board believes that, absent additional guidance and unless an exception is available (such as netting any redemption against share issuances pursuant to a business combination and/or a financing transaction relating to any such business combination), there is a significant risk that this excise tax will apply to any redemptions of Common Stock after December 31, 2022, including redemptions made if Longview is unable to consummate a business combination by or before the Original Termination Date. The application of the excise tax to any redemptions Longview makes after December 31, 2022, could potentially reduce the per-share amount that Public Stockholders would otherwise be entitled to receive and cause a reduction in the cash available on hand to complete a business combination and limit our ability to complete a business combination.

The Certificate of Incorporation currently provides that Longview has until the Original Termination Date to complete its initial business combination and, if Longview does not complete an initial business combination by the Original Termination Date, it will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Longview’s then remaining stockholders and the Board, liquidate and dissolve, subject in each case to Longview’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The purpose of the Charter Amendment Proposal is (i) to change the Original Termination Date to the Extended Date, in order to provide the Company with sufficient time to complete a business combination, or (ii) to change the Extended Date to the Amended Termination Date, if the Board determines it is in the best interests of Longview and its stockholders, such that Longview will redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption not more than ten business days after the Amended Termination Date, which, if prior to December 31, 2022, will enable the redemption of all of the Public Shares before Longview potentially becomes subject to certain excise taxes applicable to stock repurchases by U.S. public companies pursuant to the IRA and, subject to the approval of Longview’s remaining stockholders after completion of the Share Redemption and the Board, liquidate and dissolve as promptly as reasonably possible after completion of the Share Redemption, which will allow Longview to return the funds to its Public Stockholders earlier and enable these stockholders to recover their investment sooner and deploy such returned funds as they see fit. The purpose of the Trust Amendment Proposal is that Continental shall commence liquidation of the Trust Account promptly upon the earliest of (i) Longview’s

completion of an initial business combination, (ii) the Extended Date and (iii) the Amended Termination Date. Longview also plans to voluntarily delist the Class A Common Stock, the Public Warrants and the Units from the NYSE as soon as practicable after completion of the Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

If, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal, Longview may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Amendment Proposal. If the Adjournment Proposal is not approved by Longview’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date or dates in the event that there are insufficient votes from the holders of Common Stock at the time of the Stockholder Meeting to approve the Charter Amendment Proposal.

If the Charter Amendment Proposal is not approved at the Stockholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Certificate of Incorporation, Longview will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Longview’s remaining stockholders after such redemption and the Board, liquidate and dissolve, subject in each case to Longview’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Pursuant to the Certificate of Incorporation, if the Charter Amendment Proposal is approved, the Public Stockholders may elect to redeem all or a portion of their Public Shares in the Voluntary Redemption. However, pursuant to the Certificate of Incorporation, Longview will not implement the Charter Amendment Proposal if Longview will not have at least US$5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Voluntary Redemption.

If the Charter Amendment Proposal is approved and implemented, and if the Board, in its sole discretion, subsequently decides that liquidation and dissolution is in the best interest of Longview and its stockholders, Longview will, (i) on the Amended Termination Date (provided that such Amended Termination Date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the DGCL and that such Amended Termination Date may be earlier than the Original Termination Date), cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, complete redemption of all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Longview to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Longview’s remaining stockholders after completion of the Share Redemption and the Board, liquidate and dissolve, subject in each case to Longview’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. As of the close of business on the Amended Termination Date, all issued and outstanding Public Shares, will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of the Public Shares upon presentation of their respective share certificates or other delivery of their shares to the Transfer Agent. Beneficial owners of such Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. We anticipate that the funds to be distributed to the Public Stockholders. Upon the completion of the Share Redemption, the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) will be extinguished.

As a Public Stockholder, you will be entitled to receive cash for any Class A Common Stock to be redeemed only if you:

Any request for Voluntary Redemption, once made by a Public Stockholder, may be withdrawn at any time up to 5:00 p.m., Eastern Time, on           , 2022. If you deliver your shares for Voluntary Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Voluntary Redemption Withdrawal Deadline that Longview instruct the Transfer Agent to return the shares (physically or electronically). We will be required to honor such request only if made prior to the Voluntary Redemption Withdrawal Deadline. After this time, a request for Voluntary Redemption may not be withdrawn unless the Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights in connection with the Voluntary Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Voluntary Redemption and, thereafter, prior to the Voluntary Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent, prior to 5:00 p.m., Eastern Time, on           , 2022 (two business days before the Stockholder Meeting).

Continental’s role as trustee of the Trust Account is subject to the terms and conditions of the Trust Agreement. The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Longview in connection with either a closing of an initial business combination or Longview’s inability to effect an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Longview’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date. The Trust Agreement further provides that the provision described in the preceding sentence may not be modified, amended or deleted without the affirmative vote of 65% of the then outstanding Class A Common Stock and Class B Common Stock of the Company, voting together as a single class.

We propose to amend the Trust Agreement, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of this proxy statement, to change the date on which Continental must commence liquidation of the Trust Account from (A) the earlier of Longview’s completion of an initial business combination and the Original Termination Date to (B) the earliest of (i) Longview’s completion of an initial business combination, (ii) the Extended Date and (iii) the Amended Termination Date, provided that such other date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the DGCL and that such other date may be earlier than the Original Termination Date.

If, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Trust Amendment Proposal, Longview may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Trust Amendment Proposal. If the Adjournment Proposal is not approved by Longview’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date or dates in the event that there are insufficient votes from the holders of Common Stock at the time of the Stockholder Meeting to approve the Trust Amendment Proposal.

If the Trust Amendment Proposal is not approved at the Stockholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable

instruction letter delivered by Longview in connection with Longview’s inability to effect an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Longview’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date.

In addition, each of the Trust Amendment Proposal and the Charter Amendment Proposal is cross-conditioned on the approval of the other.

When you consider the recommendation of the Board, Longview stockholders should be aware that aside from their interests as stockholders, the Sponsor and Longview’s officers and directors have interests that differ from the interests of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Longview stockholders that they approve the Trust Amendment Proposal. Longview stockholders should take the following interests into account when deciding whether to approve the Trust Amendment Proposal:

the fact that the Sponsor and Longview’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Common Stock (other than Public Shares) held by them. Therefore, the 9,800,000 Private Placement Warrants held by the Sponsor, for which the Sponsor paid $14,700,000, and the 17,250,000 Class B Common Stock held by the Longview Initial Stockholders, for which they paid $25,000, will become worthless if Longview is not able to consummate a business combination within the required time period; and

the fact that, if the Trust Account is liquidated in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Longview to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount on the liquidation date, by the claims of prospective target businesses with which Longview has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Longview, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the outstanding Class A Common Stock and Class B Common Stock, voting together as a single class. The Trust Amendment Proposal is conditioned on the approval of the Charter Amendment Proposal. Abstentions will be considered present for the purposes of establishing a quorum and will have the effect of a vote “AGAINST” the Trust Amendment Proposal.

In addition to the shares of the Longview Initial Stockholders, and, assuming the shares of the Glenview Holders are voted in favor of the Trust Amendment Proposal, the approval of the Trust Amendment Proposal will require the affirmative vote of at least 33,312,500 shares of Common Stock held by the Public Stockholders other than the Glenview Holders (or approximately 48.3% of the Class A Common Stock held by Public Stockholders other than the Glenview holders).

“RESOLVED, that conditional upon the effectiveness of the Second Amended and Restated Certificate of Incorporation of the Company, the amendment to the Investment Management Trust Agreement, dated

financial institutions or financial services entities;

broker-dealers;

S corporations;

taxpayers that are subject to the mark-to-market accounting rules;

tax-exempt entities;

governments or agencies or instrumentalities thereof;

tax-qualified retirement plans;

insurance companies;

regulated investment companies or real estate investment trusts;

expatriates or former long-term residents or citizens of the United States;

persons that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

persons that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated or similar transaction;

persons subject to the alternative minimum tax;

persons whose functional currency is not the U.S. dollar;

controlled foreign corporations;

corporations that accumulate earnings to avoid U.S. federal income tax;

“qualified foreign pension funds” ​(within the meaning of Section 897(l)(2) of the Code (defined below)) and entities whose interests are held by qualified foreign pension funds;

consequences different from those discussed below. This discussion does not address any aspect of other U.S. federal tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.

We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

For purposes of this summary, a “Redeeming U.S. Holder” is a beneficial owner that redeems its Public Shares and is, for U.S. federal income tax purposes:

a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof;

an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

A “Redeeming Non-U.S. Holder” is a beneficial owner of shares that redeems its Public Shares and is neither a Redeeming U.S. Holder nor a partnership for U.S. federal income tax purposes.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons that hold our securities through such entities. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes or other pass-through entity) holds our securities, the tax treatment of a partner, member or other beneficial owner in such partnership (or other pass-through entity) will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership (or other pass-through entity) and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership (or other pass-through entity) holding our securities, you are urged to consult your tax advisor regarding the tax consequences of the ownership and disposition of our securities.

The U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares that exercises its redemption rights to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as (i) a distribution to such stockholder in complete liquidation of the Company, with such distribution treated as a payment received in exchange for such Public Shares under Section 331 of the Code, as described below under “— Redeeming U.S. Holders — Redemption of Public Shares — Redemption of Public Shares in Connection with Our Liquidation”, (ii) a sale of the Public Shares redeemed under Section 302 of the Code as described below under “— Redeeming U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares” or (iii) a distribution under Section 301 of the Code as described below under “— Redeeming U.S. Holders — Non-Liquidating Distributions.”

A non-liquidating redemption generally will qualify as a sale of such Public Shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a

A non-liquidating redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of our outstanding voting shares that such Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage of our outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and such Redeeming U.S. Holder immediately after the redemption directly and constructively owns less than 50 percent of our total combined voting shares. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the Public Shares directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the Public Shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares. A non-liquidating redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in the Company. Whether the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”

Whether a non-liquidating redemption satisfies one or more of the foregoing tests will generally depend upon a Redeeming U.S. Holder’s particular circumstances. This determination may, in appropriate circumstances, take into account other acquisitions or dispositions of our securities that occur as part of a plan that includes such redemption, including dispositions of our securities that occur in connection with our liquidation.

If none of the foregoing tests is satisfied, then a non-liquidating redemption will be treated as a non-liquidating distribution to the redeemed stockholder and the tax effects to such Redeeming U.S. Holder will be as described below under the section entitled “— Taxation of Non-Liquidating Distributions.” After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Shares will be added to such stockholder’s adjusted tax basis in its remaining stock, or, if it has none, to such stockholder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

A Redeeming U.S. Holder’s receipt of cash for its Public Shares in connection with our liquidation is expected to be treated as a distribution to such stockholder in complete liquidation of the Company, with such distribution treated as a payment received in exchange for such Public Shares under Section 331 of the Code. The consequences of such distribution are generally as described below under the section entitled “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.”

Redeeming U.S. Holders should consult their tax advisors as to the tax consequences of a redemption of Public Shares pursuant to an exercise of redemption rights described in this proxy statement or in connection with our liquidation, including any special reporting requirements.

If the redemption of a U.S. Holder’s Public Shares is treated as a non-liquidating redemption, then such redemption will generally be treated as a distribution with respect to the shares under Section 301 of

the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Non-liquidating distributions in excess of current and accumulated earnings and profits will generally constitute a return of capital that will generally be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Shares. Any remaining excess will generally be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Shares and will be treated as described under “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of such Redeeming U.S. Holder’s Public Shares” below

Dividends we pay to a Redeeming U.S. Holder that is a taxable corporation will generally qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate Redeeming U.S. Holder will generally constitute “qualified dividends” that will be subject to tax at the applicable tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Public Shares described in this proxy statement may prevent a Redeeming U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

If the redemption qualifies as a sale or exchange of such U.S. Holder’s Public Shares under Section 302 of the Code, such U.S. Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally will equal the cost of such shares. However, it is unclear whether the redemption rights with respect to the Public Shares described in this proxy statement may prevent the holding period of the Public Shares from commencing prior to the termination of such rights. The deductibility of capital losses is subject to various limitations. Redeeming U.S. Holders who hold different blocks of Public Shares (Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.

If the Charter Amendment Proposal and Trust Amendment Proposal are approved and we do not consummate an initial business combination by the Extended Date, our warrants will expire worthless.

If the Charter Amendment Proposal and Trust Amendment Proposal are not approved and we do not consummate an initial business combination by the Original Termination Date, our warrants will also expire worthless

In such case, a Redeeming U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired warrants. The deductibility of capital losses is subject to various limitations that are not described herein because a discussion of such limitations depends on each Redeeming U.S. Holder’s particular facts and circumstances.

If the redemption of a Redeeming Non-U.S. Holder’s Public Shares is treated as a non-liquidating distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal

income tax purposes, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles).Provided such dividends are not effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States, we (or another applicable withholding agent) will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Redeeming Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any portion of any non-liquidating distribution not constituting a dividend will be treated first as reducing (but not below zero) the Redeeming Non-U.S. Holder’s adjusted tax basis in its shares of our Public Shares and, to the extent such distribution exceeds the Redeeming Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or exchange of our Public Shares, which will be treated as described under “Redeeming Non-U.S. Holders-Gain on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares”).

Non-liquidating distributions paid to a Redeeming Non-U.S. Holder that are treated as dividends that are effectively connected with such Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States (and, if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Redeeming Non-U.S. Holder) will generally not be subject to 30% U.S. withholding tax, provided such Redeeming Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to Redeeming U.S. Holders. If the Redeeming Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates. Any gains described in the first bullet point above of a Redeeming Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower applicable treaty rate). Gain described in the second bullet point above will generally be subject to a flat 30% U.S. federal income tax. Redeeming Non-U.S. Holders are urged to consult their tax advisors regarding possible eligibility for benefits under income tax treaties.

Generally, a corporation is a United States real property holding corporation if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Based on the current composition of our assets, we believe we are not currently a United States real property holding corporation.

If the Charter Amendment Proposal and Trust Amendment Proposal are approved and we do not consummate an initial business combination by the Extended Date, our warrants will expire worthless.

ANNEX A​

           , 2022

ANNEX B​

WHEREAS, Section 6 of the Trust Agreement provides that the Trust Agreement may only be amended by a writing signed by each of the Company and the Trustee with the affirmative vote of sixty-five percent (65%) of the voting power of the then outstanding shares of the Common Stock and the Company’s Class B common stock; and