Attached files
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EX-23.1 - EXHIBIT 23.1 - Longview Acquisition Corp. II | nt10017823x8_ex23-1.htm |
EX-5.1 - EXHIBIT 5.1 - Longview Acquisition Corp. II | nt10017823x8_ex5-1.htm |
As filed with the Securities and Exchange Commission on March 18, 2021
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Longview Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware
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6770
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86-3650296
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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767 Fifth Avenue, 44th Floor
New York, New York 10153
(212) 812-4700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John Rodin
Chief Executive Officer
Longview Acquisition Corp. II
767 Fifth Avenue, 44th Floor
New York, New York 10153
(212) 812-4700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul D. Tropp, Esq.
Christopher J. Capuzzi, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 596-9000
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Gregg A. Noel, Esq.
Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5000
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☒ 333-252594
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging Growth company
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☒
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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 7(a)(2)(B) of the
Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Amount
to be
Registered
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Proposed
maximum
offering price
per share(1)
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee
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Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant(2)
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11,500,000 Units
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$10.00
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$115,000,000
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$12,547
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Shares of Class A Common Stock included as part of the Units(3)
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11,500,000 Shares
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—
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—
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— (4)
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Redeemable warrants included as part of the Units(3)
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2,300,000 Warrants
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—
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—
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— (4)
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Shares of Class A common stock included as part of the redeemable warrants(3)
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2,300,000
Shares
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11.50(5)
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26,450,000
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2,886
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Total
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$141,450,000
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$15,433 (6)
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252594). Includes 1,500,000 units,
consisting of 1,500,000 shares of Class A common stock and 300,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
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(3)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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(5)
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Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
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(6) |
The Registrant previously registered securities having a proposed maximum aggregate offering price of $575,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-252594), which was declared effective by the Securities
and Exchange Commission on March 18, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $115,000,000 is hereby registered, which includes securities
issuable upon the exercise of the underwriters’ over-allotment option.
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The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Longview Acquisition Corp. II, a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This
Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252594) (the “Prior Registration Statement”), initially filed by the Registrant on January 29, 2021 and declared effective by the
Securities and Exchange Commission (the “Commission”) on March 18, 2021. This Registration Statement covers the registration of an additional 11,500,000 of the Registrant’s units (including 1,500,000 units, which may be issued upon exercise of a
45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-fifth of one redeemable warrant, each whole warrant entitling the
holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior
Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as
soon as practicable (but no later than the close of business as of March 19, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt
of such instructions by its bank during regular business hours no later than March 19, 2021.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-252594) are incorporated by reference into, and shall be deemed a part of,
this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
Exhibit
No.
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Description
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Opinion of Ropes & Gray LLP
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Consent of WithumSmith+Brown, PC
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 18th day of March,
2021.
Longview Acquisition Corp. II
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By:
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/s/ Mark Horowitz
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Name:
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Mark Horowitz
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Title:
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Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/ Larry Robbins
Larry Robbins
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Chairman
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March 18, 2021
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/s/ John Rodin
John Rodin
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Chief Executive Officer and Director (Principal Executive Officer)
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March 18, 2021
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/s/ Mark Horowitz
Mark Horowitz
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Chief Financial Officer (Principal Financial and Accounting Officer)
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March 18, 2021
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/s/ Westley Moore
Westley Moore
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Director
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March 18, 2021
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/s/ Shalinee Sharma
Shalinee Sharma
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Director
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March 18, 2021
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/s/ Brian Zied
Brian Zied
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Director
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March 18, 2021
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