S-4 1 tm2036017-1_s4seq1.htm S-4 tm2036017-1_s4seq1 - none - 126.2626608s
As filed with the United States Securities and Exchange Commission on November 27, 2020.
Registration No: 333-            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LONGVIEW ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
84-4618156
(I.R.S. Employer
Identification Number)
767 Fifth Avenue, 44th Floor
New York, NY 10153
Telephone: (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.
767 Fifth Avenue, 44th Floor
New York, NY 10153
Telephone: (212) 812-4700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Carl P. Marcellino, Esq.
Paul D. Tropp, Esq.
Rachel D. Phillips, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone: (212) 596-9000
Michael L. Fantozzi, Esq.
John P. Condon, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Telephone: (617) 542-6000
Laurent Faracci
Chief Executive Officer
Butterfly Network, Inc.
530 Old Whitfield Street
Guilford, Connecticut 06437
Telephone: (203) 689-5650
Approximate date of commencement of proposed sale to the public:   As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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 ☐   Accelerated filer
☒   Non-accelerated filer ☒   Smaller reporting company
☒   Emerging growth company
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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
☐   Exchange Act Rule 13e-4(i)
      (Cross-Border Issuer Tender Offer)
☐   Exchange Act Rule 14d-1(d)
      (Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Class A common stock, par value $0.0001 per share
92,015,168(1)
$9.83(2)
$904,509,102(2)
$98,682
Class B common stock, par value $0.0001 per share
26,426,937(3)
$9.83(4)
$259,776,791(4)
$28,342
Class A common stock, par value $0.0001 per share
26,426,937(5)
(6)
Total
$1,164,285,893
$127,024
(1)
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of the registrant (“Longview Class A common stock” or “New Butterfly Class A common stock”) estimated to be issued in connection with the business combination described herein (the “Business Combination”), assuming a closing date of March 31, 2021. Such maximum number of shares of Longview Class A common stock is based on 92,015,168 shares of Longview Class A common stock to be issued to the holders of (i) shares of Butterfly Network, Inc. (“Butterfly”) common stock, par value $0.0001 per share; (ii) shares of Butterfly’s Series B preferred stock, par value $0.0001 per share; (iii) shares of Butterfly’s Series C preferred stock, par value $0.0001 per share; (iv) shares of Butterfly’s Series D preferred stock, par value $0.0001 per share, and (v) Butterfly’s convertible promissory notes.
(2)
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 92,015,168 shares of Longview Class A common stock and (ii) $9.83, the average of the high and low trading prices of Longview Class A common stock on November 19, 2020 (within five business days prior to the date of this Registration Statement).
(3)
Shares of Class B common stock, par value $0.0001 per share (“New Butterfly Class B common stock”), of the registrant to be issued to the holders of shares of Butterfly’s Series A preferred stock, par value $0.0001 per share.
(4)
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 26,426,937 shares of New Butterfly Class B common stock and (ii) $9.83, the average of the high and low trading prices of Longview Class A common stock on November 19, 2020 (within five business days prior to the date of this Registration Statement). For purposes of calculating the registration fee, the New Butterfly Class B common stock is treated as having the same value as the Longview Class A common stock as each share of New Butterfly Class B common stock is convertible into one share of Longview Class A common stock.
(5)
New Butterfly Class A common stock issuable upon the conversion of New Butterfly Class B common stock.
(6)
Pursuant to Rule 457(i) promulgated under the Securities Act, no separate registration fee is required.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION DATED NOVEMBER 27, 2020
PROXY STATEMENT OF
LONGVIEW ACQUISITION CORP.
PROSPECTUS FOR
91,974,758 SHARES OF CLASS A COMMON STOCK AND
26,426,937 SHARES OF CLASS B COMMON STOCK OF
LONGVIEW ACQUISITION CORP. (WHICH WILL BE RENAMED BUTTERFLY
NETWORK, INC.)
On November 19, 2020, the board of directors of Longview Acquisition Corp., a Delaware corporation (“Longview,” “we,” “us” or “our”), unanimously approved a business combination agreement, dated November 19, 2020, by and among Longview, Clay Merger Sub, Inc., a wholly owned subsidiary of Longview (“Merger Sub”), and Butterfly Network, Inc. (“Butterfly”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement is approved by Longview’s stockholders and the transactions under the Business Combination Agreement are consummated, Merger Sub will merge with and into Butterfly (the “Merger”), with Butterfly surviving the Merger as a wholly owned subsidiary of Longview. In addition, upon the effectiveness of the Proposed Charter (as defined below), Longview will be renamed “Butterfly Network, Inc.” and is referred to herein as “New Butterfly” following the consummation (the “Closing”) of the transactions described below (collectively, the “Business Combination”).
As described in this proxy statement/prospectus, Longview’s stockholders are being asked to consider and vote upon the Business Combination and the other proposals set forth herein.
As a consequence of the Business Combination, each share of Longview Class B common stock that is issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) will be converted, on a one-for-one basis, into a share of New Butterfly Class A common stock. The Business Combination will have no effect on the Longview Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, which will continue to remain outstanding.
As a consequence of the Merger, at the Effective Time, and as further described in this proxy statement/prospectus, (i) each share of Butterfly capital stock (as defined herein) (other than the Butterfly Series A preferred stock) that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class A common stock, rounded to the nearest whole number of shares; (ii) each share of Butterfly Series A preferred stock that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class B common stock, rounded to the nearest whole number of shares; (iii) each option to purchase shares of Butterfly common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Butterfly Class A common stock equal to the number of shares of Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent; (iv) each Butterfly restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become a restricted stock unit with respect to a number of shares of New Butterfly Class A common stock, rounded to the nearest whole share, equal to the number of shares of Butterfly common stock subject to such Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383; and (v) the principal amount plus accrued but unpaid interest, if any, on the Butterfly convertible notes (as defined herein) outstanding as of immediately prior to the Effective Time will be automatically canceled and converted into the right to receive shares of New Butterfly Class A common stock, with such shares of New Butterfly Class A common stock calculated by dividing the outstanding principal plus accrued but unpaid interest, if any, of each Butterfly convertible note by $10.00, rounded to the nearest whole number of shares.
In addition, Longview will file the proposed amended and restated certificate of incorporation to be adopted by Longview pursuant to the proposals set forth herein (the “Proposed Charter”) with the Secretary of State of the State of Delaware, such Proposed Charter to be effective simultaneous with the Effective Time. As a consequence of adopting the Proposed Charter, New Butterfly will adopt a dual class structure, comprised of New Butterfly Class A common stock, which will carry one vote per share, and New Butterfly Class B common stock, which will carry 20 votes per share. The New Butterfly Class B common stock will have the same economic terms as the New Butterfly Class A common stock, but will be subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder and Chairman of Butterfly (“Dr. Rothberg”), and other permitted holders of New Butterfly Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Butterfly Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Butterfly Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Butterfly Class B common stock as of the Effective Time.
In connection with the execution of the Business Combination Agreement, on November 19, 2020, Longview, Glenview Capital Management, LLC (“Glenview”) and certain entities affiliated with Glenview (together, the “Forward Purchasers”) entered into an amendment to its existing forward purchase agreement, dated May 20, 2020 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which the Forward Purchasers agreed to purchase from Longview an aggregate number of shares of Longview Class A common stock, at a purchase price of $10.00 per share, equal to the value of $75 million

minus the aggregate proceeds that would otherwise be released to Longview from the Trust Account in connection with the Closing (after considering any redemptions of shares of Longview Class A common stock in connection with the Business Combination) (the “Forward Purchase”). The total maximum number of shares of Longview Class A common stock that may be issued in connection with the Forward Purchase immediately prior to the Closing is 7,500,000.
In addition, concurrently with the execution of the Business Combination Agreement, Longview entered into the subscription agreements (the “Subscription Agreements”) with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 17,500,000 shares of Longview Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”).
The total maximum number of shares of New Butterfly Class A common stock expected to be outstanding immediately following the Closing is approximately 161,224,758, assuming no redemptions, comprising (i) 91,974,758 shares of New Butterfly Class A common stock issued to Butterfly stockholders (other than certain holders of Butterfly Series A preferred stock) and holders of Butterfly convertible notes in the Merger, (ii) 17,500,000 shares of New Butterfly Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing, (iii) 10,350,000 shares of New Butterfly Class A common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time and (iv) 41,400,000 shares of New Butterfly Class A common stock issued to holders of shares of Longview Class A common stock outstanding at the Effective Time, in each case based on an assumed Closing Date of January 31, 2021. The total number of shares of New Butterfly Class B common stock expected to be issued at the Closing is approximately 26,426,937. Holders of shares of Butterfly capital stock and Butterfly convertible notes are expected to hold, in the aggregate, approximately 63.1% of the issued and outstanding shares of New Butterfly common stock and approximately 90.0% of the combined voting power of New Butterfly immediately following the Closing, in each case assuming no redemptions, and Dr. Rothberg is expected to hold approximately 76.6% of the combined voting power of New Butterfly, in each case assuming no redemptions. Accordingly, immediately following the Closing, Dr. Rothberg and his permitted transferees will control New Butterfly and New Butterfly will be a controlled company within the meaning of the corporate governance standards of the New York Stock Exchange (the “NYSE”). For a description of the exemptions from the NYSE’s corporate governance standards that are available to controlled companies, please see the section titled “New Butterfly Management After the Business Combination — Controlled Company Exemption.”
Longview’s units, Class A common stock and public warrants are publicly traded on the NYSE under the symbols “LGVW.U,” “LGVW” and “LGVW WT,” respectively. Longview intends to apply to list the New Butterfly Class A common stock and public warrants on the NYSE under the symbols “BFLY” and “BFLY WS,” respectively, upon the Closing. New Butterfly will not have units traded following the Closing.
Longview will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. Longview cannot complete the Business Combination unless Longview’s stockholders consent to the approval of the Business Combination Agreement and the transactions contemplated thereby. Longview is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.
In connection with our initial public offering, our initial stockholders and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their shares in favor of the Business Combination Proposal and the other Transaction Proposals (as defined herein) being presented at the Special Meeting, all of which are unanimously recommended by the Longview Board. The shares held by Longview Investors LLC (the “Sponsor”), our other initial stockholders and our other directors and officers that are obligated to vote in favor of the Business Combination represent approximately 20% of the voting power of Longview. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 30.1% of the outstanding shares in order to approve the Business Combination.
Unless adjourned, the Special Meeting of the stockholders of Longview will be held at      [•].m., New York City time, on              , 2021, in virtual format.
This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about Longview and New Butterfly and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the section titled “Risk Factors” beginning on page 46 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.
If you have any questions or need assistance voting your common stock, please contact Okapi Partners LLC, our proxy solicitor (“Okapi”), by calling toll-free at (844) 343-2623. Banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at                 .
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated       , 2021, and is first being mailed to stockholders of Longview on or about            , 2021.

 
LONGVIEW ACQUISITION CORP.
767 Fifth Avenue, 44th Floor
New York, NY 10153
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                 , 2021
TO THE STOCKHOLDERS OF LONGVIEW ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Longview Acquisition Corp., a Delaware corporation (“Longview,” “we,” “us” or “our”), will be held at            [•].m., New York City time, on                 , 2021, in virtual format. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
(a)
Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the business combination agreement, dated as of November 19, 2020 (as may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Longview, Clay Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Longview (“Merger Sub”), and Butterfly Network, Inc., a Delaware corporation (“Butterfly”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Butterfly (the “Merger”) with Butterfly surviving the Merger as a wholly owned subsidiary of Longview (the transactions contemplated by the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);
(b)
Proposal No. 2 — The Charter Amendment Proposal, including the Advisory Charter Amendment Proposals — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated certificate of incorporation of Longview (the “Proposed Charter”), which will replace Longview’s amended and restated certificate of incorporation, dated May 20, 2020 (the “Current Charter”), and which will be in effect as of the Effective Time (we refer to such proposal as the “Charter Amendment Proposal”); and to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) as six separate sub-proposals (we refer to such proposals as the “Advisory Charter Amendment Proposals”);
(i)
Advisory Charter Amendment Proposal A — Under the Proposed Charter, New Butterfly will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of New Butterfly Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of New Butterfly Class B common stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes Longview to issue 221,000,000 shares of capital stock, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Longview Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Longview Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of Longview preferred stock, par value $0.0001 per share;
(ii)
Advisory Charter Amendment Proposal B — Under the Proposed Charter, holders of shares of New Butterfly Class A common stock will be entitled to cast one vote per share of New Butterfly Class A common stock and holders of shares of New Butterfly Class B common stock will be entitled to cast 20 votes per share of New Butterfly Class B common stock on each matter properly submitted to New Butterfly’s stockholders entitled to vote, as opposed to the Current Charter, which provides that each share of Longview Class A common stock and Longview Class B common stock is entitled to one vote per share on each matter properly submitted to Longview’s stockholders entitled to vote;
 

 
(iii)
Advisory Charter Amendment Proposal C — Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New Butterfly may be taken by written consent until the time the issued and outstanding shares of New Butterfly Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, as opposed to the Bylaws of Longview, which permit holders of Longview capital stock to take stockholder action by written consent;
(iv)
Advisory Charter Amendment Proposal D — Amendments to certain provisions of the Proposed Charter relating to the rights of New Butterfly Class A common stock and New Butterfly Class B common stock will require (i) so long as any shares of New Butterfly Class B common stock remain outstanding, the affirmative vote of the holders of at least two-thirds of the outstanding shares of New Butterfly Class B common stock, voting as a separate class, (ii) so long as any shares of New Butterfly Class A common stock remain outstanding, the affirmative vote of the holders of a majority of the outstanding shares of New Butterfly Class A common stock, voting as a separate class, and (iii) the affirmative vote of the holders of a majority of the voting power of the then outstanding capital stock of New Butterfly entitled to vote generally in the election of directors, voting together as a single class, as opposed to the Current Charter, which only requires such an amendment to be approved by stockholders in accordance with Delaware law (except that, prior to Longview’s initial business combination, amendments to those provisions of the Current Charter relating to an initial business combination require the affirmative vote of the holders of at least 65% of shares of Longview Class A common stock and Longview Class B common stock (collectively, “Longview common stock”) then outstanding);
(v)
Advisory Charter Amendment Proposal E — The New Butterfly Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the board of directors of New Butterfly (the “New Butterfly Board”) present at any regular or special meeting of the New Butterfly Board at which a quorum is present or (y) (i) when outstanding New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, the affirmative vote of the holders of at least two-thirds of the voting power of the capital stock of New Butterfly that would be entitled to vote in the election of directors or, prior to such time, (ii) the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New Butterfly that would be entitled to vote in the election of directors, as opposed to the Bylaws of Longview, which may be amended by the approval of a majority of the board of directors of Longview (the “Longview Board”) or by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of Longview common stock entitled to vote general in the election of directors;
(vi)
Advisory Charter Amendment Proposal F — The Proposed Charter provides that the number of directors will be fixed and may be modified by the New Butterfly Board, provided that the number of directors cannot exceed a certain threshold without the affirmative vote of the holders of (x) at least two-thirds of the voting power of the capital stock of New Butterfly that would be entitled to vote in the election of directors when outstanding New Butterfly Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, or, prior to such time, (y) a majority of the voting power of the outstanding capital stock of New Butterfly that would be entitled to vote in the election of directors, as opposed to the Current Charter, which provides that the number of directors will be determined by the Longview Board.
(d)
Proposal No. 3 — The NYSE Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of (i) up to 7,500,000 shares of Longview Class A common stock pursuant to the Forward Purchase (as defined below), if any, immediately prior to
 

 
the Closing (as defined below), (ii) 17,500,000 shares of Longview Class A common stock to certain institutional investors (the “PIPE Investors”) pursuant to subscription agreements (the “Subscription Agreements”) immediately prior to the Closing, plus any additional shares pursuant to Subscription Agreements we may enter into prior to Closing, and (iii) an aggregate of 118,401,695 shares of New Butterfly capital stock to existing Butterfly shareholders pursuant to the terms of the Business Combination Agreement, in each case assuming a Closing Date of January 31, 2021 (we refer to this proposal as the “NYSE Proposal”);
(e)
Proposal No. 4 — The Director Election Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, and the NYSE Proposal are approved and adopted, the election of seven (7) directors who, upon consummation of the Business Combination, will become the directors of New Butterfly until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter (we refer to this proposal as the “Director Election Proposal”);
(f)
Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, the NYSE Proposal and the Director Election Proposal are approved and adopted, the Butterfly Network, Inc. 2020 Equity Incentive Plan (the “New Butterfly Equity Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under the New Butterfly Equity Incentive Plan (the “Equity Incentive Plan Proposal”), including with respect to the number of shares that may be issued pursuant to the exercise of incentive stock options granted;
(g)
Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Amendment Proposal, the NYSE Proposal, and the Equity Incentive Plan Proposal (collectively, the “Required Transaction Proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal” and the Director Election Proposal and the Adjournment Proposal, collectively with the Required Transaction Proposals, the “Transaction Proposals”).
Only holders of record of Longview common stock at the close of business on                 , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.
We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment or postponement of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “Risk Factors.”
After careful consideration, the Longview Board has determined that each of the Business Combination Proposal, the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, the NYSE Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal are in the best interests of Longview and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of Longview’s directors or officers may result in a conflict of interest on the part of one or more of the directors or officers between what they may believe is in the best interests of Longview and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section titled “The Business Combination Proposal — Interests of Longview’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.
 

 
Under the Business Combination Agreement, the approval of the Required Transaction Proposals presented at the Special Meeting is a condition to the Closing. The adoption of each Required Transaction Proposal is conditioned on the approval of all of the Required Transaction Proposals. If our stockholders do not approve each of the Required Transaction Proposals, the Business Combination may not be consummated. The Director Election Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal.
In connection with our initial public offering, our initial stockholders (consisting of Longview Investors LLC, a Delaware limited liability company (our “Sponsor”), Westley Moore, Derek Cribbs and Randy Simpson) and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their shares of Longview Class B common stock purchased prior to our initial public offering (the “founder shares”), as well as any shares of Longview Class A common stock sold as part of the units by us in our initial public offering (the “public shares”) purchased by them during or after our initial public offering, in favor of the Business Combination Proposal and the other Transaction Proposals being presented at the Special Meeting, all of which are unanimously recommended by the Longview Board. As of the date hereof, our initial stockholders own approximately 20% of our total outstanding common stock.
Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that Longview redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to                 [•].m., New York City time, on                 , 2021, (a) submit a written request, including the legal name, telephone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, Longview’s transfer agent (the “Transfer Agent”), that Longview redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. For illustrative purposes, as of September 30, 2020, this would have amounted to approximately $10.01 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the consummation of the Business Combination (the “Closing”). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Longview instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/‌prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
 

 
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
As a consequence of adopting the Proposed Charter upon approval of the Charter Amendment Proposal, we will adopt a dual class stock structure, comprised of Class A common stock, which will carry one vote per share, and Class B common stock, which will carry 20 votes per share. The Class B common stock of New Butterfly will have the same economic terms as the Class A common stock of New Butterfly. Upon the Closing, all stockholders of New Butterfly will hold only shares of New Butterfly Class A common stock, except for Jonathan Rothberg, Ph.D. and his affiliates and permitted transferees, who will hold shares of New Butterfly Class B common stock. Immediately following the Closing, including by virtue of his holdings of New Butterfly Class B common stock, Dr. Rothberg and his affiliates and permitted transferees are currently expected to hold in excess of approximately 76.6% of the voting power of the issued and outstanding capital stock of New Butterfly. The New Butterfly Class B common stock will be subject to a “sunset” provision if Dr. Rothberg and other permitted holders of New Butterfly Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Butterfly Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Butterfly Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Butterfly Class B common stock as of the Effective Time. See “Description of New Butterfly Securities — New Butterfly Common Stock — Class B Common Stock — Mandatory Conversion Rights.”
In connection with the execution of the Business Combination Agreement, on November 19, 2020, Longview, Glenview Capital Management, LLC (“Glenview”) and certain entities affiliated with Glenview (together, the “Forward Purchasers”) entered into an amendment to its existing forward purchase agreement, dated May 20, 2020 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which the Forward Purchasers agreed to purchase from Longview an aggregate number of shares of Longview Class A common stock, at a purchase price of $10.00 per share, equal to the value of $75 million minus the aggregate proceeds that would otherwise be released to Longview from the Trust Account in connection with the Closing (after considering any redemptions of shares of Longview Class A common stock in connection with the Business Combination) (the “Forward Purchase”). The total maximum number of shares of Longview Class A common stock that may be issued in connection with the Forward Purchase immediately prior to the Closing is 7,500,000.
In addition, concurrently with the execution of the Business Combination Agreement, Longview entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 17,500,000 shares of Longview Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”).
The total maximum number of shares of New Butterfly Class A common stock expected to be outstanding immediately following the Closing is approximately 161,224,758, assuming no redemptions, comprising (i) 91,974,758 shares of New Butterfly Class A common stock issued to Butterfly stockholders (other than certain holders of Butterfly Series A preferred stock) and holders of Butterfly convertible notes in the Merger, (ii) 17,500,000 shares of New Butterfly Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing, (iii) 10,350,000 shares of New Butterfly Class A common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time and (iv) 41,400,000 shares of New Butterfly Class A common stock issued to holders of shares of Longview Class A common stock outstanding at the Effective Time, in each case based on an assumed Closing Date of January 31, 2021. The total number of shares of New Butterfly Class B common stock expected to be issued at the Closing is approximately 26,426,937.
All Longview stockholders are cordially invited to attend the Special Meeting, which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying
 

 
the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of Longview Class A common stock or Longview Class B common stock, you may also cast your vote at the Special Meeting electronically by visiting                 . If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Charter Amendment Proposal requires the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Longview Class B common stock, voting separately as a single class, and (ii) a majority of the outstanding shares of Longview common stock entitled to vote thereon, voting together as a single class. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote against the Charter Amendment Proposal. With the exception of the Director Election Proposal, the approval of each of the other proposals requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the Business Combination Proposal or the Adjournment Proposal. However, the NYSE considers abstentions as “votes cast,” and therefore abstentions will be considered as votes against the NYSE Proposal and the Equity Incentive Plan Proposal. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your common stock, please contact Okapi Partners LLC, our proxy solicitor (“Okapi”), by calling toll-free at (844) 343-2623. Banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com. This notice of Special Meeting is and the proxy statement/‌prospectus relating to the Business Combination will be available at           .
Thank you for your participation. We look forward to your continued support.
           , 2021
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF LONGVIEW CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF LONGVIEW CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, TELEPHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF LONGVIEW CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
 

 
ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form S-4 filed with the SEC by Longview, constitutes a prospectus of Longview under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of Longview to be issued to Butterfly’s stockholders under the Business Combination Agreement. This document also constitutes a proxy statement of Longview under Section 14(a) of the Exchange Act.
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Longview stockholders nor the issuance by Longview of its common stock in connection with the Business Combination will create any implication to the contrary.
Information contained in this proxy statement/prospectus regarding Longview has been provided by Longview and information contained in this proxy statement/prospectus regarding Butterfly has been provided by Butterfly.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains information concerning the market and industry in which Butterfly conducts its business. Butterfly operates in an industry in which it is difficult to obtain precise industry and market information. Butterfly has obtained market and industry data in this proxy statement/prospectus from industry publications and from surveys or studies conducted by third parties that it believes to be reliable. Butterfly cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Butterfly is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section titled “Risk Factors” below.
 

 
TABLE OF CONTENTS
ix
1
6
8
23
23
23
24
25
26
26
26
27
28
29
29
29
30
31
31
31
33
34
34
34
35
36
36
38
40
41
43
45
45
45
46
46
58
60
72
 
i

 
85
94
96
96
96
96
97
97
97
97
97
97
98
99
100
100
100
101
102
102
102
103
103
103
104
104
104
104
105
105
108
113
113
113
115
115
116
116
116
117
118
118
118
119
 
ii

 
120
120
120
122
123
124
128
128
129
129
129
130
131
131
131
133
133
133
134
135
135
135
135
136
136
137
137
137
140
141
141
142
142
142
142
143
143
143
143
144
144
144
147
147
 
iii

 
148
148
148
148
148
149
149
149
149
149
150
152
153
154
155
160
160
160
161
161
161
162
164
164
165
166
166
167
167
167
168
170
170
170
171
172
172
172
172
173
 
iv

 
174
174
175
177
181
183
188
188
188
189
190
191
192
194
204
204
204
205
206
208
210
210
210
211
211
213
214
214
216
217
219
221
221
222
224
225
225
226
226
227
227
 
v

 
227
228
228
228
230
230
231
231
237
237
240
241
241
241
241
241
242
242
243
243
243
256
260
260
262
262
263
263
263
264
264
265
265
267
267
267
268
268
270
270
270
270
271
 
vi

 
272
272
273
276
276
278
278
278
279
280
281
282
283
284
285
285
287
288
289
F-1
F-3
F-4
F-5
F-6
F-18
F-19
F-20
F-21
F-36
F-37
F-38
F-39
F-62
F-63
F-64
F-65
 
vii

 
ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Longview from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
Longview Acquisition Corp.
767 Fifth Avenue, 44th Floor
New York, NY 10153
Telephone: (212) 812-4700
Attention: Corporate Secretary
or
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Telephone: (844) 343-2623 (toll-free)
(banks and brokers can call collect at (212) 297-0720)
Email: info@okapipartners.com
To obtain timely delivery, Longview stockholders must request the materials no later than five business days prior to the Special Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section titled “Where You Can Find More Information.”
 
ix

 
CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the termswe,” “us,” “ourandLongviewrefer to Longview Acquisition Corp., and the termsNew Butterfly,” “combined companyandpost-combination companyrefer to Butterfly Network, Inc. and its subsidiaries following the consummation of the Business Combination.
In this document:
Advisory Agreement” means the Advisory Agreement, to be entered into by and between New Butterfly and Jonathan M. Rothberg, Ph.D., effective as of the Closing.
Aggregate Transaction Proceeds” means an amount equal to the sum of (i) the aggregate cash proceeds available for release to any Longview Party from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after giving effect to any redemptions of public shares, if any), (ii) the aggregate cash proceeds actually received by Longview with respect to the PIPE Financing and (iii) the aggregate cash proceeds, if any, actually received by Longview in the Forward Purchase, which amount will be not less than $250 million.
Aggregate Transaction Proceeds Condition” means the minimum aggregate cash amount that Longview must have available from the Aggregate Transaction Proceeds, which amount will not be less than $250 million.
Amended Forward Purchase Agreement” means the forward purchase agreement, dated May 20, 2020, by and among Longview, Glenview and the Forward Purchasers, as amended on November 19, 2020.
Business Combination” means the transactions contemplated by the Business Combination Agreement, including the merger of Merger Sub with and into Butterfly, pursuant to which (i) Butterfly survives the Merger as a wholly owned subsidiary of New Butterfly, (ii) each share of Butterfly capital stock (other than the Butterfly Series A preferred stock) that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class A common stock, rounded to the nearest whole number of shares; (iii) each share of Butterfly Series A preferred stock that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class B common stock, rounded to the nearest whole number of shares; (iv) each option to purchase shares of Butterfly common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Butterfly Class A common stock equal to the number of shares of Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent; (v) each Butterfly restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become a restricted stock unit with respect to a number of shares of New Butterfly Class A common stock, rounded to the nearest whole share, equal to the number of shares of Butterfly common stock subject to such Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383; and (vi) the principal amount plus accrued but unpaid interest, if any, on the Butterfly convertible notes outstanding as of immediately prior to the Effective Time will be automatically canceled and converted into the right to receive shares of New Butterfly Class A common stock, with such shares of New Butterfly Class A common stock calculated by dividing the outstanding principal plus accrued but unpaid interest, if any, of each Butterfly convertible note by $10.00, rounded to the nearest whole number of shares. The Business Combination will have no effect on Longview Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, which will continue to remain outstanding.
Business Combination Agreement” means that Business Combination Agreement, dated as of November 19, 2020, by and among Longview, Merger Sub and Butterfly.
Butterfly” means Butterfly Network, Inc., a Delaware corporation.
Butterfly Board” means the board of directors of Butterfly.
 
1

 
Butterfly capital stock” means the shares of Butterfly capital stock outstanding prior to the Business Combination, comprised of the Butterfly common stock, the Butterfly Series A preferred stock, the Butterfly Series B preferred stock, the Butterfly Series C preferred stock, the Butterfly Series D preferred stock and each other class or series of capital stock of Butterfly (including preferred stock).
Butterfly common stock” means the common stock, par value $0.0001 per share, of Butterfly.
Butterfly convertible notes” means the outstanding convertible promissory notes of Butterfly issued pursuant to the October 2020 Convertible Note Purchase Agreement and the May 2020 Convertible Note Purchase Agreement, which notes have an aggregate principal amount of $50.0 million, including $25.1 million in aggregate principal amount of convertible promissory notes of Butterfly issued to certain affiliates of Glenview pursuant to the October 2020 Convertible Note Purchase Agreement.
Butterfly Series A preferred stock” means the Series A preferred stock, par value $0.0001 per share, of Butterfly.
Butterfly Series B preferred stock” means the Series B preferred stock, par value $0.0001 per share, of Butterfly.
Butterfly Series C preferred stock” means the Series C preferred stock, par value $0.0001 per share, of Butterfly.
Butterfly Series D preferred stock” means the Series D preferred stock, par value $0.0001 per share, of Butterfly.
Butterfly option” means each option to purchase shares of Butterfly common stock granted to a Butterfly employee, director or consultant.
Butterfly stockholder” means each holder of Butterfly capital stock as of any determination time prior to the Effective Time.
Butterfly Transaction Support Agreement” means the Transaction Support Agreement, dated as of November 19, 2020, by and among Longview, Jonathan M. Rothberg, Ph.D. and certain Butterfly stockholders affiliated with Dr. Rothberg.
Closing” means the consummation of the Business Combination.
Closing Date” means the closing date of the Business Combination.
Code” means the Internal Revenue Code of 1986, as amended.
Current Charter” means Longview’s amended and restated certificate of incorporation, dated May 20, 2020.
DGCL” means the General Corporation Law of the State of Delaware.
DTC” means The Depository Trust Company.
Effective Time” means, with respect to the Merger, the time on the Closing Date at which the Merger becomes effective.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
FASB” means the Financial Accounting Standards Board.
Forward Purchase” means the purchase of up to an aggregate of 7,500,000 shares of Longview Class A common stock by the Forward Purchasers pursuant to the Amended Forward Purchase Agreement.
Forward Purchase Shares” means the total maximum of 7,500,000 shares that may be issued in connection with the Forward Purchase.
 
2

 
Forward Purchasers” means those certain entities affiliated with Glenview and party to the Amended Forward Purchase Agreement.
Founder shares” means the aggregate of 10,350,000 shares of Longview Class B common stock held by our Sponsor, Westley Moore, Derek Cribbs and Randy Simpson.
GAAP” means United States generally accepted accounting principles.
Glenview” means Glenview Capital Management, LLC, an affiliate of the Sponsor.
HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Initial stockholders” means the Sponsor and Westley Moore, Derek Cribbs and Randy Simpson.
Investment Company Act” means the Investment Company Act of 1940, as amended.
Initial public offering” means Longview’s initial public offering, consummated on May 26, 2020, through the sale of an aggregate of 41,400,000 units at $10.00 per unit, including 36,000,000 units on May 26, 2020 plus 4,000,000 additional units on June 9, 2020 and 1,400,000 additional units on June 26, 2020.
JOBS Act” means the Jumpstart Our Business Startups Act of 2012.
Longview” means Longview Acquisition Corp., a Delaware corporation (which, as a consequence of the adoption of the Proposed Charter, will be renamed Butterfly Network, Inc.).
Longview Board” means the board of directors of Longview.
Longview Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of Longview.
Longview Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of Longview.
Longview common stock” means, collectively, the Longview Class A common stock and Longview Class B common stock.
Longview Parties” means, together, Longview and Merger Sub.
May 2020 Convertible Note Purchase Agreement” means the Convertible Note Purchase Agreement, dated as of May 19, 2020, by and between Butterfly and the investors named therein, pursuant to which Butterfly issued $20.65 million in aggregate principal amount of Butterfly convertible notes.
Merger” means the merger of Merger Sub with and into Butterfly.
Merger Sub” means Clay Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Longview.
New Butterfly” means Butterfly Network, Inc., a Delaware corporation (which, prior to the Closing, was known as Longview Acquisition Corp. (“Longview”)).
New Butterfly Board” means the board of directors of New Butterfly.
New Butterfly Bylaws” means the bylaws of New Butterfly to be adopted pursuant to the Business Combination Agreement.
New Butterfly Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of New Butterfly, which shares have the same economic terms as the shares of New Butterfly Class B common stock, but are only entitled to one (1) vote per share.
New Butterfly Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of New Butterfly, which shares have the same economic terms as the shares of New Butterfly Class A common stock, but are entitled to twenty (20) votes per share.
 
3

 
New Butterfly common stock” means, collectively, the New Butterfly Class A common stock and the New Butterfly Class B common stock.
New Butterfly Equity Incentive Plan” means the Butterfly Network, Inc. 2020 Equity Incentive Plan, to be approved and adopted by the Longview stockholders pursuant to the Equity Incentive Plan Proposal at the Special Meeting.
New Butterfly Management” means the management of New Butterfly following the Closing.
NYSE” means The New York Stock Exchange.
October 2020 Convertible Note Purchase Agreement” means the Convertible Note Purchase Agreement, dated as of October 30, 2020, by and between Butterfly and the investors named therein, pursuant to which Butterfly issued $29.35 million in aggregate principal amount of Butterfly convertible notes, including $25.1 million in aggregate principal amount of convertible promissory notes issued to certain affiliates of Glenview.
Okapi” means Okapi Partners LLC, proxy solicitor to Longview.
PIPE Financing” means the issuance of an aggregate of 17,500,000 shares of Longview Class A common stock pursuant to the Subscription Agreements to the PIPE Investors immediately prior to the Closing, at a purchase price of $10.00 per share.
PIPE Investors” means the certain institutional investors who are party to the Subscription Agreements.
Private placement warrants” means the 6,853,333 warrants issued to our Sponsor concurrently with Longview’s initial public offering, each of which is exercisable for one share of Longview Class A common stock.
Proposed Charter” means the proposed amended and restated certificate of incorporation to be adopted by Longview pursuant to the Charter Amendment Proposal (which, as of and after the Effective Time, will operate as the amended and restated certificate of incorporation of New Butterfly), a copy of which is attached as Annex B to this proxy statement/prospectus.
Public shares” means shares of Longview Class A common stock included in the units issued in Longview’s initial public offering.
Public stockholders” means the holders of public shares.
Public warrants” means the warrants included in the units issued in the initial public offering, each of which is exercisable for one share of Longview Class A common stock, in accordance with its terms.
Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into as of the Closing by and among New Butterfly, the Sponsor, certain affiliates of the Sponsor, and certain stockholders of Butterfly.
Required Transaction Proposals” mean, collectively, the Business Combination Proposal, the Charter Amendment Proposal, the NYSE Proposal, and the Equity Incentive Plan Proposal.
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.
SEC” means the United States Securities and Exchange Commission.
Securities Act” means the Securities Act of 1933, as amended.
Sponsor” means Longview Investors LLC, a Delaware limited liability company.
Special Meeting” means the special meeting of the Longview stockholders to consider matters relating to the Business Combination, to be held at                 [•].m., New York City time, on                 , 2021, in virtual format.
Subscription Agreements” means the subscription agreements, each dated as of November 19, 2020, by and between Longview and the PIPE Investors, pursuant to which Longview has agreed to issue an
 
4

 
aggregate of 17,500,000 shares of Longview Class A common stock to the PIPE Investors immediately prior to the Closing at a purchase price of $10.00 per share.
Surviving Company” means the surviving corporation, Butterfly, resulting from the Merger.
Transactions” means the Business Combination, as well as (i) the issuance of 17,500,000 shares of Longview Class A common stock to the PIPE Investors pursuant to the PIPE Financing immediately prior to the Closing, (ii) the issuance of up to 7,500,000 shares of Longview Class A common stock, if any, to the Forward Purchasers pursuant to the Forward Purchase immediately prior to the Closing and (iii) the filing and effectiveness of the Proposed Charter.
Termination Date” means May 15, 2021.
Transaction Proposals” mean, collectively with the Required Transaction Proposals, the Director Election Proposal and the Adjournment Proposal.
Transfer Agent” means Continental Stock Transfer & Trust Company.
Trust Account” means the Trust Account of Longview that holds the proceeds from Longview’s initial public offering and the private placement of the private placement warrants.
Trust Agreement” means that certain Investment Management Trust Agreement, dated as of May 20, 2020, between Longview and the Trustee.
Trustee” means Continental Stock Transfer & Trust Company.
Units” means the units of Longview, each consisting of one share of Longview Class A common stock and one-third (1/3) of one public warrant of Longview.
 
5

 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Longview and Butterfly. These statements are based on the beliefs and assumptions of the respective management teams of Longview and Butterfly. Although Longview and Butterfly believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Longview nor Butterfly can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, Butterfly’s management. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

the ability of Longview and Butterfly to meet the closing conditions in the Business Combination Agreement, including the receipt of approval by the stockholders of Longview of the Required Transaction Proposals and the availability of an aggregate cash amount of at least $250 million available at Closing from the Trust Account, together with the aggregate gross proceeds from the PIPE Financing and the Forward Purchase;

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Longview and Butterfly following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close;

the ability to obtain or maintain the listing of New Butterfly Class A common stock on the NYSE, as applicable, following the Business Combination;

the risk that the proposed Business Combination disrupts current plans and operations of Butterfly as a result of the announcement and consummation of the Business Combination;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of New Butterfly to grow and manage growth profitably and retain its key employees;

costs related to the proposed Business Combination;

changes in applicable laws or regulations;

the ability of New Butterfly to raise financing in the future;

the success, cost and timing of Butterfly’s and New Butterfly’s product development activities;

the potential attributes and benefits of Butterfly’s and New Butterfly’s products and services;

Butterfly’s and New Butterfly’s ability to obtain and maintain regulatory approval for Butterfly’s or New Butterfly’s products, and any related restrictions and limitations of any approved product;

Butterfly’s and New Butterfly’s ability to identify, in-license or acquire additional technology;

Butterfly’s and New Butterfly’s ability to maintain Butterfly’s existing license, manufacturing and supply agreements;

Butterfly’s and New Butterfly’s ability to compete with other companies currently marketing or engaged in the development of ultrasound imaging devices, many of which have greater financial and marketing resources than Butterfly;

the size and growth potential of the markets for Butterfly’s and New Butterfly’s products and services, and the ability of each to serve those markets, either alone or in partnership with others;
 
6

 

the pricing of Butterfly’s and New Butterfly’s products and services and reimbursement for medical procedures conducted using Butterfly’s and New Butterfly’s products and services;

Butterfly’s and New Butterfly’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

Butterfly’s and New Butterfly’s financial performance;

the impact of the COVID-19 pandemic on Butterfly’s and New Butterfly’s business, including on the ability of Longview and Butterfly to consummate the Business Combination; and

other factors detailed under the section titled “Risk Factors.”
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Longview and Butterfly prior to the Business Combination, and New Butterfly following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Longview or Butterfly assess the impact of all such risk factors on the business of Longview and Butterfly prior to the Business Combination, and New Butterfly following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Longview or Butterfly or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Longview and Butterfly prior to the Business Combination, and New Butterfly following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
7

 
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING
The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. Longview urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Longview is proposing to consummate the Business Combination with Butterfly. Longview, Merger Sub and Butterfly have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached hereto as Annex A. Longview urges its stockholders to read the Business Combination Agreement in its entirety.
The Business Combination Agreement must be approved by the Longview stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Current Charter. Longview is holding a Special Meeting to obtain that approval. Longview stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Business Combination Agreement and thereby approve the Business Combination.
THE VOTE OF LONGVIEW STOCKHOLDERS IS IMPORTANT. LONGVIEW STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.
Q:
Why is Longview proposing the Business Combination?
A:
Longview was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination.
Based on its due diligence investigations of Butterfly and the industries in which it operates, including the financial and other information provided by Butterfly in the course of Longview’s due diligence investigations, the Longview Board believes that the Business Combination with Butterfly is in the best interests of Longview and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.
Although the Longview Board believes that the Business Combination with Butterfly presents a unique business combination opportunity and is in the best interests of Longview and its stockholders, the Longview Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — Longview’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the Longview Board in making its decision.
Q:
When and where will the Special Meeting take place?
A:
The Special Meeting will be held on                 , 2021, at          [•].m. local time, via live webcast at the following address:                          , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Q:
What matters will be considered at the Special Meeting?
A:
The Longview stockholders will be asked to consider and vote on the following proposals:

The Business Combination Proposal, which is a proposal to approve the Business Combination Agreement and approve the Business Combination;
 
8

 

The Charter Amendment Proposal, which is a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter, which will replace the Current Charter, including the proposals to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Charter Amendment Proposals”);

The NYSE Proposal, which is a proposal to approve, assuming the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (i) up to 7,500,000 shares of Longview Class A common stock, if any, pursuant to the Forward Purchase, (ii) 17,500,000 shares of Longview Class A common stock to the PIPE Investors in the PIPE Financing, plus any additional shares pursuant to Subscription Agreements we may enter into prior to Closing, and (iii) 118,401,695 shares of New Butterfly common stock pursuant to the terms of the Business Combination Agreement, in each case assuming a Closing Date of January 31, 2021;

The Director Election Proposal, which is a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, the NYSE Proposal and the Equity Incentive Plan Proposal are approved and adopted, the election of seven (7) directors who, upon consummation of the Business Combination, will become the directors of New Butterfly until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter;

The Equity Incentive Plan Proposal, which is a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal and the NYSE Proposal are approved and adopted, the New Butterfly Equity Incentive Plan; and

The Adjournment Proposal, which is a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Required Transaction Proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.
Q:
Is my vote important?
A:
Yes. The Business Combination cannot be completed unless the Business Combination Proposal receives the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon and the other Required Transaction Proposals achieve the necessary vote outlined below. Only Longview stockholders as of the close of business on                 , 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The Longview Board unanimously recommends that such Longview stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, including, on an advisory basis, the Advisory Charter Amendment Proposals, “FOR” the approval of the NYSE Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.
Q:
If my shares are held in street nameby my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. You must register in advance to participate in the Special Meeting and vote electronically. To register in advance you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy, along with your email address, to the Transfer Agent. Requests for registration should be directed to the Transfer Agent by email at             no later than            p.m. New York City time, on                 , 2021. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after the Transfer Agent receives your registration
 
9

 
materials. As the beneficial holder, you also have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.
Q:
What Longview stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?
A:
The Business Combination Proposal.   Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. In connection with our initial public offering, our initial stockholders and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their founder shares and any public shares acquired by them during or after the initial public offering in favor of the Business Combination Proposal and the other Transaction Proposals being presented at the Special Meeting, all of which are unanimously recommended by the Longview Board. The shares held by our Sponsor, our other initial stockholders and our other directors and officers that are obligated to vote in favor of the Business Combination represent approximately 20% of the voting power of Longview. Because the Business Combination only requires a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if the holders of shares of outstanding capital stock of Longview representing a majority of the voting power of all outstanding shares of capital stock of Longview entitled to vote at the Special Meeting as of the record date are present, the Business Combination could be approved by the additional affirmative vote of shares representing as little as 30.1% of the outstanding shares. Abstentions and broker non-votes have no effect on the outcome of the proposal.
The Charter Amendment Proposal.   Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Longview Class B common stock, voting separately as a single class, and (ii) a majority of the outstanding shares of Longview common stock entitled to vote thereon, voting together as a single class. Abstentions and broker non-votes will be treated as votes against this proposal.
The Advisory Charter Amendment Proposals.   Approval of each of the Advisory Charter Amendment Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by the Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
The NYSE Proposal.   Approval of the NYSE Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and broker non-votes have no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes against this proposal.
The Director Election Proposal.   The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a failure to submit a vote or a broker non-vote) will not be counted in the nominee’s favor and will have no effect on the Director Election Proposal.
 
10

 
The Equity Incentive Plan Proposal.   Approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and broker non-votes have no effect on the outcome of the proposal. However, the NYSE considers abstentions as “votes cast” and, therefore, abstentions will have the same effect as votes against this proposal.
The Adjournment Proposal.   Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.
Q:
What will Butterfly’s equity holders receive in connection with the Business Combination?
A:
As a consequence of the Merger, at the Effective Time, (i) each share of Butterfly capital stock (other than the Butterfly Series A preferred stock) that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class A common stock, rounded to the nearest whole number of shares; (ii) each share of Butterfly Series A preferred stock that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class B common stock, rounded to the nearest whole number of shares; (iii) each option to purchase shares of Butterfly common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Butterfly Class A common stock equal to the number of shares of Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent; (iv) each Butterfly restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become a restricted stock unit with respect to a number of shares of New Butterfly Class A common stock, rounded to the nearest whole share, equal to the number of shares of Butterfly common stock subject to such Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383; and (v) the principal amount plus accrued but unpaid interest, if any, on the Butterfly convertible notes outstanding as of immediately prior to the Effective Time will be automatically canceled and converted into the right to receive shares of New Butterfly Class A common stock, with such shares of New Butterfly Class A common stock calculated by dividing the outstanding principal plus accrued but unpaid interest, if any, of each Butterfly convertible note by $10.00, rounded to the nearest whole number of shares.
New Butterfly Class B common stock will have the same economic terms as New Butterfly Class A common stock, but New Butterfly Class B common stock will have twenty (20) votes per share. The New Butterfly Class B common stock will be subject to a “sunset” provision if Dr. Rothberg and other permitted holders of New Butterfly Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Butterfly Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Butterfly Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Butterfly Class B common stock as of the Effective Time.
 
11

 
Q:
What equity stake will current Longview stockholders and Butterfly stockholders hold in New Butterfly immediately after the consummation of the Business Combination?
A:
It is anticipated that, upon completion of the Business Combination, based on an assumed Closing Date of January 31, 2021, the ownership interests in New Butterfly will be as set forth in the table below:
Assuming
No
Redemptions
of Public
Shares
Percentage
Assuming
Maximum
Redemptions
of Public
Shares
Percentage
Butterfly stockholders
118,401,695 63% 118,401,695 77%
Public Stockholders
41,400,000 22% (1)
PIPE Investors
17,500,000 9% 17,500,000 11%
Forward Purchasers
7,500,000 5%
Initial Stockholders
10,350,000 6% 10,350,000 7%
187,651,695 100% 153,751,695 100%
(1)
Assumes that all holders of public shares exercise their redemption rights in connection with the Business Combination.
The ownership percentages set forth above are not indicative of voting percentages and do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing the later of 30 days after the Closing of the Business Combination and 12 months from the closing of our initial public offering, which occurred on May 26, 2020) or (b) the issuance of any shares upon completion of the Business Combination under the New Butterfly Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D. If the actual facts are different than the assumptions set forth above, the percentage ownership numbers set forth above will be different.
For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”
In addition, there are currently outstanding an aggregate of 20,653,333 warrants to acquire shares of Longview Class A common stock, which comprise 6,853,333 private placement warrants held by our initial stockholders and 13,800,000 public warrants. Each of our outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on May 26, 2020, for one share of Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New Butterfly Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised for cash and one share of New Butterfly Class A common stock is issued as a result of such exercise, with payment to New Butterfly of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 20,653,333 shares, with approximately $237.5 million paid to exercise the warrants.
Furthermore, as a result of adopting the Proposed Charter, we will adopt a dual class stock structure and Dr. Rothberg will receive shares of New Butterfly Class B common stock, which will have 20 to 1 voting rights as compared to the shares of New Butterfly Class A common stock, such that as of immediately following the completion of the Business Combination, Dr. Rothberg will have over 76.6% of the voting power of the issued and outstanding capital stock of New Butterfly. Thus, Dr. Rothberg will control New Butterfly.
 
12

 
Q:
What voting power will current Longview stockholders, Dr. Rothberg and other Butterfly stockholders hold in New Butterfly immediately after the consummation of the Business Combination?
A:
It is anticipated that, upon completion of the Business Combination, based on an assumed Closing Date of January 31, 2021, the voting power in New Butterfly will be as set forth in the table below (which was, except as noted below, prepared using the same assumptions as the immediately preceding table):
Assuming No
Redemptions of
Public Shares
Assuming
Maximum
Redemptions of
Public Shares
Entities controlled by Jonathan M. Rothberg, Ph.D.
76.6% 80.6%
Other Butterfly Stockholders
13.3% 14.0%
Public Stockholders
6.0%
PIPE Investors
2.5% 2.7%
Forward Purchasers
1.1%
Initial Stockholders
1.5% 1.6%
Total
100% 100%
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
A total of $414 million, including approximately $14.49 million of underwriters’ deferred discount and approximately $10.3 million of the proceeds of the sale of the private placement warrants, was placed in the Trust Account and is maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of September 30, 2020, there were investments and cash held in the Trust Account of $414,222,151. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by May 26, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes. Upon the Closing of the Business Combination, the funds remaining in the Trust Account will be released and, together with the proceeds of the PIPE Financing and the Forward Purchase, if any, will remain on the balance sheet of New Butterfly.
Q:
What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?
A:
Longview stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, Longview having an aggregate cash amount of at least $250 million available at Closing from the Trust Account, together with the aggregate cash proceeds actually received by Longview with respect to the PIPE Financing and the aggregate cash proceeds, if any, actually received by Longview with respect to the Forward Purchase (the “Aggregate Transaction Proceeds,” and such condition to the consummation of the Business Combination, the “Aggregate Transaction Proceeds Condition” (though this condition may be waived by Butterfly)). In addition, with fewer public shares and public stockholders, the trading market for New Butterfly Class A common stock may be less liquid than the trading market for Longview Class A common stock was prior to consummation of the Business Combination and New Butterfly may not be able to meet the listing standards for the NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Butterfly’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which Longview’s public stockholders exercise the maximum allowed redemption rights.
 
13

 
Q:
What amendments will be made to the Current Charter?
A:
We are asking Longview stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the Longview Board believes are necessary to address the needs of the post-combination company, including, among other things: (i) the change of Longview’s name to “Butterfly Network, Inc.”; (ii) the increase of the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, from 221,000,000 shares to 628,000,000 shares, consisting of 627,000,000 shares of common stock, including 600,000,000 shares of Class A common stock, par value $0.0001 per share, 27,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share; (iii) the establishment of 20:1 voting rights with respect to shares of New Butterfly Class B common stock, as described herein and in the Proposed Charter; (iv) eliminating stockholders’ ability to act by written consent in lieu of a meeting in the event that Dr. Rothberg and permitted transferees of Class B common stock beneficially own less than 50% of the voting power of the capital stock of New Butterfly; (v) changes to the required vote to amend the charter and bylaws; and (vi) the elimination of certain provisions specific to Longview’s status as a blank check company.
Pursuant to Delaware law and the Current Charter, Longview is required to submit the Charter Amendment Proposal to Longview’s stockholders for approval. For additional information, see the section titled “The Charter Amendment Proposal.”
Q:
What material negative factors did the Longview Board consider in connection with the Business Combination?
A:
Although the Longview Board believes that the acquisition of Butterfly will provide Longview’s stockholders with an opportunity to participate in a business combination with Butterfly, an innovative digital health business that is commercializing a hand-held ultrasound imaging device, based on its novel technology and with significant growth potential, the Longview Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that Butterfly would not be able to achieve its growth projections, that Longview stockholders would not approve the Business Combination and the risk that significant numbers of Longview stockholders would exercise their redemption rights. In addition, during the course of Longview management’s evaluation of Butterfly’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both Longview management and the Longview Board considered were (i) competition in the marketplace for handheld ultrasound devices and Butterfly’s product pipeline, (ii) the ability of Butterfly to sell into large enterprises and the associated integration challenges within that market, (iii) the fact that some key executives only recently joined Butterfly and the ability of Butterfly to adequately staff for the needs of a public company on the relevant timeline and (iv) the ability of Butterfly to meet its financial projections and other financial and operating metrics. The Longview Board also weighed the risk around the dual-class structure with “super-voting” rights for Dr. Rothberg, including its impact on index inclusion, the ability of certain investors to invest in Butterfly due to corporate governance guidelines and the trading multiples of other companies with a similar voting structure. These factors are discussed in greater detail in the section titled “The Business Combination Proposal — Longview’s Board of Directors’ Reasons for the Approval of the Business Combination,” as well as in the section titled “Risk Factors — Risk Factors Relating to Longview and the Business Combination.”
Q:
Do I have redemption rights?
A:
If you are a public stockholder, you have the right to request that Longview redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?
 
14

 
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Q:
How do I exercise my redemption rights?
A:
If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:
(i)
(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to      p.m., New York City time, on                 , 2021, (a) submit a written request to Continental Stock Transfer & Trust Company, Longview’s transfer agent (the “Transfer Agent”) that Longview redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).
The address of the Transfer Agent is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so.
Any public stockholder will be entitled to request that their public shares be redeemed for 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 us to pay our franchise and income taxes, divided by the number of then outstanding public shares. For illustrative purposes, as of September 30, 2020, this would have amounted to approximately $10.01 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to the Transfer Agent at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is                 , 2021 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that Longview instruct the Transfer Agent to return the shares to you (physically or electronically). You may make such request by contacting the Transfer Agent at the telephone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Longview’s Corporate Secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the Transfer Agent by             , New York City time, on                 , 2021.
 
15

 
If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Longview warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of outstanding units must first elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your units to be separated and delivered to the Transfer Agent by                 , 2021, you will not be able to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or are deemed to own (including through the ownership of New Butterfly warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Certain Material U.S. Federal Income Tax Considerations.
THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q:
How does the Longview Board recommend that I vote?
A:
The Longview Board recommends that the Longview stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, “FOR” the approval of the NYSE Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the Longview Board recommends that Longview stockholders vote, see the section titled “The Business Combination Proposal — Longview’s Board of Directors’ Reasons for the Approval of the Business Combination.”
Q:
How do our Sponsor and the other initial stockholders intend to vote their shares?
A:
In connection with our initial public offering, our initial stockholders and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their founder shares, as well as any public shares purchased by them during or after our initial public offering, in favor of the Business Combination Proposal and the other Transaction Proposals, all of which are unanimously recommended by the Longview Board, being presented at the Special Meeting. These stockholders collectively own approximately 20% of our issued and outstanding shares of common stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of an additional approximately 30.1% of our outstanding shares to approve the Business Combination.
Q:
May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?
A:
At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Longview or its securities, the initial stockholders, Butterfly and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Business Combination Proposal or not redeem their public shares. The purpose of any such transaction could be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, (ii) increase
 
16

 
the likelihood that the Aggregate Transaction Proceeds Condition is satisfied, or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of the Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by Longview’s initial stockholders for nominal value.
Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved.
Q:
Who is entitled to vote at the Special Meeting?
A:
The Longview Board has fixed                 , 2021 as the record date for the Special Meeting. All holders of record of Longview common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the question “How can I vote my shares without attending the Special Meeting?” below for instructions on how to vote your Longview common stock without attending the Special Meeting.
Q:
How many votes do I have?
A:
Each Longview stockholder of record is entitled to one vote for each share of Longview common stock held by such holder as of the close of business on the record date. As of the close of business on the record date, there were outstanding          shares of Longview common stock.
Q:
What constitutes a quorum for the Special Meeting?
A:
A quorum is the minimum number of stockholders necessary to hold a valid meeting.
A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of shares of outstanding Longview common stock representing a majority of the voting power of all outstanding shares of capital stock of Longview entitled to vote at the Special Meeting as of the record date are present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.
Q:
What is Butterfly?
A:
Butterfly Network, Inc. is an innovative digital health business with a mission of democratizing healthcare by making medical imaging accessible to everyone around the world. Powered by Butterfly’s proprietary Ultrasound-on-Chip™ technology, Butterfly’s solution addresses the needs of point of care imaging with a unique combination of software and hardware technology. Butterfly iQ, followed by Butterfly’s recently launched Butterfly iQ+, is Butterfly’s first product powered by Butterfly’s Ultrasound-on-Chip™, and is the only ultrasound transducer that can perform “whole-body imaging” in a single handheld probe using semiconductor technology. Butterfly’s Ultrasound-on-Chip™ reduces the cost of manufacturing, while Butterfly’s software is intended to make the product easy to use and fully integrated with the clinical workflow, accessible on a user’s smartphone, tablet, and almost any hospital computer system connected to the internet. Through Butterfly’s portable proprietary,
 
17

 
handheld solution, protected by a robust intellectual property portfolio and empowered by its proprietary software and Artificial Intelligence, Butterfly aims to enable earlier detection throughout the body and remote management of health conditions around the world.
Q:
What will happen to my shares of Longview common stock as a result of the Business Combination?
A:
If the Business Combination is completed, each share of Longview Class B common stock that is issued and outstanding as of immediately prior to the Effective Time will be converted, on a one-for-one basis, into a share of New Butterfly Class A common stock. The Business Combination will have no effect on Longview Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, which will continue to remain outstanding. See the section titled “The Business Combination Proposal — Consideration to the Butterfly Stockholders.
Q:
Where will the New Butterfly Class A common stock that Longview stockholders receive in the Business Combination be publicly traded?
A:
Assuming the Business Combination is completed, the shares of New Butterfly Class A common stock (including the shares of New Butterfly Class A common stock issued in connection with the Business Combination) will be listed and traded on the NYSE under the ticker symbol “BFLY” and the public warrants will be listed and traded on the NYSE under the ticker symbol “BFLY WS.”
Q:
What happens if the Business Combination is not completed?
A:
If the Business Combination Agreement is not approved by the Longview stockholders or if the Business Combination is not completed for any other reason by May 15, 2021, then we will seek to consummate an alternative initial business combination prior to May 26, 2022. If we do not consummate an initial business combination by May 26, 2022, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Q:
How can I attend and vote my shares at the Special Meeting?
A:
Shares of Longview common stock held directly in your name as the stockholder of record of such shares as of the close of business on                 , 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit                 , and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting. You must register in advance to participate in the Special Meeting and vote electronically. To register in advance you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy, along with your email address, to the Transfer Agent. Requests for registration should be directed to the Transfer Agent by email at          no later than         p.m. New York City time, on                 , 2021. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after the Transfer Agent receives your registration materials.
Q:
How can I vote my shares without attending the Special Meeting?
A:
If you are a stockholder of record of Longview common stock as of the close of business on                 , 2021, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.
 
18

 
Q:
What is a proxy?
A:
A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of Longview common stock as of the close of business on the record date, and you vote by telephone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of Longview’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are John Rodin and Mark Horowitz.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If your shares of Longview common stock are registered directly in your name with the Transfer Agent, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.
Direct holders (stockholders of record).   For shares of Longview common stock held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Longview common stock are voted.
Shares in street name.   For Longview common stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.
Q:
If a Longview stockholder gives a proxy, how will the Longview common stock covered by the proxy be voted?
A:
If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your Longview common stock in the way that you indicate when providing your proxy in respect of the Longview common stock you hold. When completing the proxy card, you may specify whether your Longview common stock should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.
Q:
How will my Longview common stock be voted if I return a blank proxy?
A:
If you sign, date and return your proxy and do not indicate how you want your Longview common stock to be voted, then your Longview common stock will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, “FOR” the approval of the NYSE Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.
Q:
Can I change my vote after I have submitted my proxy?
A:
Yes. If you are a stockholder of record of Longview common stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

submit a new proxy card bearing a later date;

give written notice of your revocation to Longview’s Corporate Secretary, which notice must be received by Longview’s Corporate Secretary prior to the vote at the Special Meeting; or
 
19

 

vote electronically at the Special Meeting by visiting           and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.
If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.
Q:
Where can I find the voting results of the Special Meeting?
A:
The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, Longview will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.
Q:
Are Longview stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?
A:
No. Longview stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of Longview Class A common stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of Longview Class A common stock). Holders of Longview Class A common stock may vote against the Business Combination Proposal or redeem their shares of Longview Class A common stock if they are not in favor of the approval of the Business Combination Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of Longview Class B common stock because they have agreed to vote in favor of the Business Combination.
Q:
Are there any risks that I should consider as a Longview stockholder in deciding how to vote or whether to exercise my redemption rights?
A:
Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” in this proxy statement/prospectus. You also should read and carefully consider the risk factors of Longview and Butterfly contained in the documents that are incorporated by reference herein.
Q:
What happens if I sell my Longview common stock before the Special Meeting?
A:
The record date for Longview stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of Longview common stock before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your shares of Longview common stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Butterfly shares to the person to whom you transfer your Longview common stock.
Q:
What are the material U.S. federal income tax consequences of the Business Combination to me?
A:
Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section titled “Certain Material U.S. Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.
THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
 
20

 
Q:
When is the Business Combination expected to be completed?
A:
Subject to the satisfaction or waiver of the Closing conditions described in the section titled “The Business Combination Agreement — Conditions to Closing of the Business Combination,” including the approval of the Business Combination Agreement by the Longview stockholders at the Special Meeting, the Business Combination is expected to close in the first quarter of 2021. However, it is possible that factors outside the control of both Longview and Butterfly could result in the Business Combination being completed at a later time, or not being completed at all.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
Longview has engaged a professional proxy solicitation firm, Okapi Partners LLC (“Okapi”), to assist in soliciting proxies for the Special Meeting. Longview has agreed to pay Okapi a fee of $20,000, plus disbursements. Longview will reimburse Okapi for reasonable out-of-pocket expenses and will indemnify Okapi and its affiliates against certain claims, liabilities, losses, damages and expenses. Longview will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Longview’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
What are the conditions to completion of the Business Combination?
A:
The Closing is subject to certain conditions, including, among other things, (i) the approval by our stockholders of the Required Transaction Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) after giving effect to the Transactions, Longview having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining immediately after the Effective Time; (iv) satisfaction of the Aggregate Transaction Proceeds Condition; and (v) the approval by the NYSE of our initial listing application in connection with the Business Combination. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section titled “The Business Combination Proposal.”
Q:
What should I do if I receive more than one set of voting materials?
A:
Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Longview common stock.
Q:
Whom do I call if I have questions about the Special Meeting or the Business Combination?
A:
If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Tel: (844) 343-2623. (toll-free)
Banks and brokers call collect: (212) 297-0720
E-mail: info@okapipartners.com
 
21

 
You also may obtain additional information about Longview from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Longview’s Transfer Agent, at the address below prior to       p.m., New York City time, on        , 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com
 
22

 
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.
Information About the Parties to the Business Combination
Longview Acquisition Corp.
767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700
Longview Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.
Butterfly Network, Inc.
530 Old Whitfield Street
Guilford, CT 06437
(203) 689-5650
Butterfly Network, Inc. is an innovative digital health business with a mission of democratizing healthcare by making medical imaging accessible to everyone around the world. Powered by Butterfly’s proprietary Ultrasound-on-Chip™ technology, Butterfly’s solution addresses the needs of point of care imaging with a unique combination of software and hardware technology. Butterfly iQ, followed by Butterfly’s recently launched Butterfly iQ+, is Butterfly’s first product powered by Butterfly’s Ultrasound-on-Chip™, and is the only ultrasound transducer that can perform “whole-body imaging” in a single handheld probe using semiconductor technology. Butterfly’s Ultrasound-on-Chip™ reduces the cost of manufacturing, while Butterfly’s software is intended to make the product easy to use and fully integrated with the clinical workflow, accessible on a user’s smartphone, tablet, and almost any hospital computer system connected to the internet. Through Butterfly’s portable proprietary, handheld solution, protected by a robust intellectual property portfolio and empowered by its proprietary software and Artificial Intelligence, Butterfly aims to enable earlier detection throughout the body and remote management of health conditions around the world.
Clay Merger Sub, Inc.
c/o Longview Acquisition Corp.
767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700
Clay Merger Sub, Inc. is a Delaware corporation and wholly-owned subsidiary of Longview Acquisition Corp., which was formed for the purpose of effecting a merger with Butterfly.
The Business Combination and the Business Combination Agreement
As discussed in this proxy statement/prospectus, Longview is asking its stockholders to approve the Business Combination Agreement and approve the Business Combination, pursuant to which, among other things, on the date of Closing, Merger Sub will merge with and into Butterfly, with Butterfly as the surviving corporation in the Business Combination and, after giving effect to such Business Combination, Butterfly will be a wholly-owned subsidiary of Longview. As a consequence of the Business Combination Agreement, at the Effective Time, each share of Longview Class B common stock that is issued and outstanding as of immediately prior to the Effective Time will be converted, on a one-for-one basis, into a share of New Butterfly Class A common stock. The Business Combination will have no effect on the Longview Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, which will continue to remain outstanding. As a consequence of the Merger, at the Effective Time, (i) each share of
 
23

 
Butterfly capital stock (other than the Butterfly Series A preferred stock) that is issued and outstanding immediately prior to the Effective Time will automatically be canceled and extinguished and converted into the right to receive 1.0383 shares of New Butterfly Class A common stock, rounded to the nearest whole number of shares; (ii) each share of Butterfly Series A preferred stock that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class B common stock, rounded to the nearest whole number of shares; (iii) each option to purchase shares of Butterfly common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Butterfly Class A common stock equal to the number of shares of Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent; (iv) each Butterfly restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become a restricted stock unit with respect to a number of shares of New Butterfly Class A common stock, rounded to the nearest whole share, equal to the number of shares of Butterfly common stock subject to such Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383; and (v) the principal amount plus accrued but unpaid interest, if any, on the Butterfly convertible notes outstanding as of immediately prior to the Effective Time will be automatically canceled and converted into the right to receive shares of New Butterfly Class A common stock, with such shares of New Butterfly Class A common stock calculated by dividing the outstanding principal plus accrued but unpaid interest, if any, of each Butterfly convertible note by $10.00, rounded to the nearest whole number of shares.
After consideration of the factors identified and discussed in the section titled “The Business Combination Proposal — Longview’s Board of Directors’ Reasons for the Approval of the Business Combination,” the Longview Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for Longview’s initial public offering, including that the aggregate fair market value of the proposed Business Combination was at least 80% of the net assets held in the Trust Account. For more information about the transactions contemplated by the Business Combination Agreement, see “The Business Combination Proposal.
Structure of the Business Combination
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Butterfly, with Butterfly surviving the Business Combination. Upon consummation of the Business Combination, Butterfly will be a wholly-owned subsidiary of New Butterfly. In addition, Longview will file the Proposed Charter with the Secretary of State of the State of Delaware, such Proposed Charter to be effective simultaneous with the Effective Time. As a consequence of adopting the Proposed Charter, New Butterfly will adopt the dual class structure as described in the section of this proxy statement/prospectus titled “Description of New Butterfly Securities.”
 
24

 
The following diagrams illustrate in simplified terms the current structure of Longview and Butterfly and the expected structure of New Butterfly upon the Closing.
Simplified Pre-Combination Structure
[MISSING IMAGE: tm2036017d1-fc_precombinbw.jpg]
Simplified Post-Combination Structure
[MISSING IMAGE: tm2036017d1-fc_postcombinbw.jpg]
Consideration to the Butterfly Stockholders in the Business Combination
At the Effective Time, as a consequence of the Merger, (i) each share of Butterfly capital stock (other than the Butterfly Series A preferred stock) that is issued and outstanding immediately prior to the Effective
 
25

 
Time will automatically be canceled and extinguished and converted into the right to receive 1.0383 shares of New Butterfly Class A common stock, rounded to the nearest whole number of shares; (ii) each share of Butterfly Series A preferred stock that is issued and outstanding immediately prior to the Effective Time will become the right to receive 1.0383 shares of New Butterfly Class B common stock, rounded to the nearest whole number of shares; (iii) each option to purchase shares of Butterfly common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Butterfly Class A common stock equal to the number of shares of Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent; (iv) each Butterfly restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Butterfly and will automatically become a restricted stock unit with respect to a number of shares of New Butterfly Class A common stock, rounded to the nearest whole share, equal to the number of shares of Butterfly common stock subject to such Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383; and (v) the principal amount plus accrued but unpaid interest, if any, on the Butterfly convertible notes outstanding as of immediately prior to the Effective Time will be automatically canceled and converted into the right to receive shares of New Butterfly Class A common stock, with such shares of New Butterfly Class A common stock calculated by dividing the outstanding principal plus accrued but unpaid interest, if any, of each Butterfly convertible note by $10.00, rounded to the nearest whole number of shares.
For further details, see “The Business Combination Proposal — Consideration to the Butterfly Stockholders.”
The PIPE Financing
Longview entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, Longview agreed to issue and sell in a private placement an aggregate of 17,500,000 shares of Longview Class A common stock to the PIPE Investors for $10.00 per share immediately prior to the Closing.
The Forward Purchase
In connection with the execution of the Business Combination Agreement, on November 19, 2020, Longview, Glenview Capital Management, LLC (“Glenview”) and certain entities affiliated with Glenview (together, the “Forward Purchasers”) entered into an amendment to its existing forward purchase agreement, dated May 20, 2020 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which the Forward Purchasers agreed to purchase an aggregate number of shares of Longview Class A common stock from Longview at a purchase price of $10.00 per share, equal to the value of $75 million minus the aggregate proceeds that would otherwise be released to Longview from the Trust Account in connection with the Closing (after considering any redemptions of shares of Longview Class A common stock in connection with the Business Combination) (the “Forward Purchase”). The total maximum number of shares of Longview Class A common stock that may be issued in connection with the Forward Purchase immediately prior to the Closing is 7,500,000.
Special Meeting of Longview Stockholders and the Proposals
The Special Meeting will convene on                 , 2021 at       [•].m., New York City time, in virtual format. Stockholders may attend, vote and examine the list of Longview stockholders entitled to vote at the Special Meeting by visiting                 and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, the NYSE Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal.
Approval of the Required Transaction Proposals is a condition to the obligation of Longview to complete the Business Combination.
 
26

 
Only holders of record of issued and outstanding Longview common stock as of the close of business on                 , 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of Longview common stock that you owned as of the close of business on the record date.
A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of shares of outstanding capital stock of Longview representing of a majority of the voting power of all outstanding shares of capital stock of Longview entitled to vote at the Special Meeting as of the record date are present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.
Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of this proposal.
Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Longview Class B common stock, voting separately as a single class, and (ii) a majority of the outstanding shares of Longview common stock entitled to vote thereon, voting together as a single class. Abstentions and broker non-votes will be treated as votes against this proposal.
Approval of each of the Advisory Charter Amendment Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Approval of the NYSE Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Broker non-votes have no effect on the outcome of the proposal but, for purposes of NYSE rules, abstentions will have the same effect as votes against this proposal.
Approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Broker non-votes have no effect on the outcome of the proposal but, for purposes of NYSE rules, abstentions will have the same effect as votes against this proposal.
Approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a failure to submit a vote or a broker non-vote) will not be counted in the nominee’s favor and will have no effect on the Director Election Proposal.
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Longview stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon regardless of whether a quorum is present. Abstentions and broker non-votes have no effect on the outcome of the proposal.
Recommendation of Longview’s Board of Directors
The Longview Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the Longview stockholders and recommends that the Longview stockholders adopt the Business Combination Agreement and approve the Business Combination. The Longview Board
 
27

 
made its determination after consultation with Longview's legal and financial advisors and consideration of a number of factors.
The Longview Board recommends that you vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Amendment Proposal, including the Advisory Charter Amendment Proposals, “FOR” the approval of the NYSE Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.
For more information about the Longview Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and Longview Board RecommendationandThe Business Combination Proposal — Longview’s Board of Directors’ Reasons for the Approval of the Business Combination.
Longview’s Board of Directors’ Reasons for the Approval of the Business Combination
In considering the Business Combination, the Longview Board considered the following factors, among others:

historical information regarding Butterfly’s business, financial performance, and results of operations;

current information and forecast projections from Butterfly and Longview’s management regarding (i) Butterfly’s business, prospects, financial condition, operations, technology, products, services, management, competitive position, and strategic business goals and objectives, (ii) general economic, industry, and financial market conditions and (iii) opportunities and competitive factors within Butterfly’s industry;

information provided to the Longview Board by third-party consultants reviewing Butterfly’s information technology systems and intellectual property;

the opportunity to participate in a combined company that is commercializing a hand-held ultrasound imaging device and may develop and commercialize wearable technology, based on its novel technology and with significant growth potential;

the total addressable market of Butterfly's products that exist today, and total addressable market for potential products that are currently in research and development;

the potential to commercialize into the international market;

the potential value that Longview can bring to Butterfly’s business based upon Longview's existing relationships in the healthcare industry, including with healthcare providers and payors;

information of certain comparable companies;

the success of the PIPE Financing, which was subscribed to by sophisticated financial and strategic third parties with access to similar materials as the Longview Board;

the potential strategic value from some of the PIPE Investors;

the belief of the Board that an acquisition by Longview has a reasonable likelihood of closing without potential issues under applicable antitrust and competition laws, or potential issues from any regulatory authorities;

the recommendation by Longview’s management that the Longview Board approve the Business Combination, as the Longview Board would not have approved any transaction in connection with this strategic process without such a recommendation from Longview’s management;

Butterfly’s ability to demonstrate the value of its technology to existing and potential users and its ability to integrate into and add value to large healthcare enterprise systems;

the risk that Butterfly would not be able to achieve its growth projections;

the risk that some of the current public stockholders would vote against the Business Combination Proposal  or decide to exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account;
 
28

 

the belief of the Longview Board that an acquisition by Longview has a reasonable likelihood of closing without potential issues under applicable antitrust and competition laws, or potential issues from any regulatory authorities;

the risks involved with the Business Combination and the likelihood that Longview and Butterfly will be able to complete the Business Combination, the possibility that the Business Combination might not be consummated, and Longview’s prospects going forward without the combination with Butterfly;

the risk of concentrating voting control in the dual-class share structure with “super-voting” rights for Dr. Rothberg, which already exist at Butterfly, including its impact on index inclusion, the ability of certain investors to invest in Butterfly due to corporate governance guidelines and the trading multiples of other companies with a similar voting structure;

the substantial transaction expenses to be incurred in connection with the Business Combination and the negative impact of such expenses on Longview’s cash reserves and operating results should the Business Combination not be completed;

the possible negative effect of the Business Combination and public announcement of the Business Combination on Longview’s financial performance, operating results and stock price; and

all other factors the Longview Board deemed relevant.
For a complete list of the factors considered by the Longview Board, see “The Business Combination Proposal” — Longview’s Board of Directors’ Reasons for the Approval of the Business Combination.
Regulatory Approvals
The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act.
Conditions to the Completion of the Business Combination
The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our stockholders of the Required Transaction Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; (iii) after giving effect to the Transactions, Longview having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time; (iv) satisfaction of the Aggregate Transaction Proceeds Condition; and (v) the approval by the NYSE of our initial listing application in connection with the Business Combination. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. For further details, see “The Business Combination Agreement — Conditions to Closing of the Business Combination.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

by the mutual written consent of Longview and Butterfly;

by Longview, subject to certain exceptions, if any of the representations or warranties made by Butterfly are not true and correct or if Butterfly fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of Longview could not be satisfied and the breach of such representations or warranties or failure to perform such covenants or agreements is not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) the Termination Date;

by Butterfly, subject to certain exceptions, if any of the representations or warranties made by the Longview Parties are not true and correct or if any Longview Party fails to perform any of its
 
29

 
covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of Butterfly could not be satisfied and the breach of such representations or warranties or failure to perform such covenants or agreements is not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) the Termination Date;

by either Longview or Butterfly, if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement;

by either Longview or Butterfly, if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action has become final and nonappealable;

by either Longview or Butterfly, if the approval of the Required Transaction Proposals is not obtained at the Special Meeting (including any adjournment thereof); and

by Longview, if Butterfly does not deliver, or cause to be delivered to Longview, a written consent of the Butterfly stockholders approving the Business Combination Agreement, the related documents and the transactions contemplated thereby (including the Business Combination), duly executed by the Butterfly stockholders required to approve and adopt such matters (the “Butterfly Stockholder Written Consent”) or the Butterfly Transaction Support Agreement when required under the Business Combination Agreement.
Redemption Rights
Pursuant to the Current Charter, a public stockholder may request that Longview redeem all or a portion of their public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to      p.m., New York City time, on                 , 2021, (a) submit a written request, including the legal name, telephone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that Longview redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to the Transfer Agent, Longview will redeem such public shares upon the Closing for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section titled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as
 
30

 
defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Holders of our warrants will not have redemption rights with respect to the warrants.
No Delaware Appraisal Rights
Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to Longview stockholders or warrant holders in connection with the Business Combination.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Longview has engaged Okapi to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section titled “The Special Meeting — Revoking Your Proxy.
Interests of Longview’s Directors and Officers in the Business Combination
When you consider the recommendation of the Longview Board in favor of approval of the Business Combination Proposal, you should keep in mind that Longview’s initial stockholders, including its directors and officers, have interests in such proposal that are different from, or in addition to, those of Longview stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we are unable to complete our initial business combination by May 26, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the 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 us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law.

There will be no liquidating distributions from the Trust Account with respect to our founder shares if we fail to complete our initial business combination by May 26, 2022. Our initial stockholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000. Upon the Closing, such founder shares will be converted into 10,350,000 shares of New Butterfly Class A common stock.

In connection with the closing of our initial public offering, we consummated the sale of 6,853,333 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsor. The warrants are each exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our initial public offering, which occurred on May 26, 2020, for one share of Longview Class A common stock at $11.50 per share. If we do not consummate a business combination transaction by May 26, 2022, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our initial stockholders will be worthless. The warrants held by our initial stockholders had an aggregate market value of approximately $6.85 million based upon the closing price of $1.00 per warrant on the NYSE on November 19, 2020. Upon the Closing, the private placement warrants will
 
31

 
become 6,853,333 warrants to purchase shares of New Butterfly Class A common stock at an exercise price of $11.50 per share.

Our initial stockholders, officers and directors will lose their entire investment in us if we do not complete a business combination by May 26, 2022. In addition, as of October 30, 2020, Butterfly and certain affiliates of Glenview entered into a convertible note purchase agreement (the “October 2020 Convertible Note Purchase Agreement”) pursuant to which such affiliates of Glenview purchased an aggregate principal amount of $25.1 million convertible promissory notes of Butterfly (“Butterfly convertible notes”). Pursuant to the Merger, at the Effective Time, the principal amount plus accrued but unpaid interest, if any, on the Butterfly convertible notes outstanding as of immediately prior to the Effective Time will be canceled and converted into the right to receive shares of New Butterfly Class A common stock, with such shares of New Butterfly Class A common stock calculated by dividing the outstanding principal plus accrued but unpaid interest, if any, of each Butterfly convertible note by $10.00, rounded to the nearest whole number of shares.

Concurrently with the execution of the Business Combination Agreement, Longview entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 17,500,000 shares of Longview Class A common stock at a purchase price of $10.00 per share.

Certain of our officers and directors may continue to serve as directors of New Butterfly after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Butterfly Board determines to pay to its directors.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters in our initial public offering against certain liabilities, including liabilities under the Securities Act.

Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to Longview and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

The fact that Glenview, an affiliate of Longview’s Sponsor, and certain of Glenview’s affiliates hold the Butterfly convertible notes, which are collectively expected to be converted into an aggregate of 2,541,975 shares of Butterfly Class A common stock, based on an assumed Closing Date of January 31, 2021.

The fact that Glenview, an affiliate of Longview’s Sponsor, and certain of Glenview’s affiliates agreed in the Amended Forward Purchase Agreement to purchase up to 7,500,000 shares of Longview’s Class A common stock in the Forward Purchase immediately prior to the Closing.

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsor, our officers and directors and any of their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination, and repayment of any other loans, if
 
32

 
any, and on such terms as to be determined by Longview from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.
At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Longview or its securities, the initial stockholders, Butterfly and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Business Combination Proposal or not redeem their public shares. The purpose of any such transaction could be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, (ii) increase the likelihood that the Aggregate Transaction Proceeds Condition is satisfied, or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of the Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by Longview’s initial stockholders for nominal value.
Entering into any such arrangements may have a depressive effect on the market price of the outstanding shares of Longview Class A common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.
The existence of financial and personal interests of the Longview directors or officers may result in a conflict of interest on the part of one or more of them between what such director or officer may believe is best for Longview and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of Longview’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.
Stock Exchange Listing
Longview’s units, Class A common stock and public warrants are publicly traded on the NYSE under the symbols “LGVW.U,” “LGVW” and “LGVW WT,” respectively. Longview intends to apply to list the New Butterfly Class A common stock and public warrants on the NYSE under the symbols “BFLY” and “BFLY WS,” respectively, upon the Closing of the Business Combination. New Butterfly will not have units traded following the Closing.
 
33

 
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the Transactions. Where actual amounts are not known or knowable, the figures below represent Butterfly’s good faith estimate of such amounts assuming a Closing as of January 31, 2021.
(in millions)
Assuming No
Redemptions of
Public Shares
Assuming
Maximum
Redemptions of
Public Shares
Sources
Butterfly Rollover Equity
$ 1,293.8(1) $ 1,293.8(1)
Proceeds from Trust Account
414.0
Forward Purchase
75.0
PIPE Investors
175.0 175.0
Total Sources
$ 1,882.8 $ 1,543.8
Uses
Equity Consideration to Existing Investors
$ 1,293.8 $ 1,293.8
Cash to Balance Sheet
549.0 210.0
Estimated Transaction Costs
40.0 40.0
Total Uses
$ 1,882.8 $ 1,543.8
(1)
Includes Butterfly capital stock and options outstanding and available to grant pursuant to the Butterfly Network, Inc. 2012 Equity Incentive Plan outstanding as of September 29, 2020 (calculated using the treasury stock method).
Accounting Treatment
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Longview will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of Butterfly issuing stock for the net assets of Longview, accompanied by a recapitalization. The net assets of Longview will be stated at historical cost, with no goodwill or other intangible assets recorded.
Butterfly has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

Butterfly’s existing stockholders and holders of Butterfly convertible notes will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with over 90% of the voting interest in each scenario;

The largest individual stockholder of the combined entity is an existing stockholder of Butterfly;

Butterfly’s senior management will be the senior management of New Butterfly; and

Butterfly is the larger entity based on historical revenue and has the larger employee base.
The preponderance of evidence as described above is indicative that Butterfly is the accounting acquirer in the Business Combination.
Comparison of Stockholders’ Rights
Following the consummation of the Business Combination, the rights of Longview stockholders who become New Butterfly stockholders in the Business Combination will no longer be governed by the Current Charter and Longview’s Bylaws and instead will be governed by the Proposed Charter and New Butterfly Bylaws. See “Comparison of Stockholders’ Rights.”
 
34

 
Summary of Risk Factors
In evaluating the proposals to be presented at the Special Meeting, a Longview stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.
Some of the risks related Butterfly’s business and industry are summarized below. References in the summary below to “Butterfly” generally refer to Butterfly in the present tense or New Butterfly from and after the Business Combination.

Butterfly has a limited operating history on which to assess the prospects for its business, has generated limited revenue from sales of its products, and has incurred losses since inception. Butterfly anticipates that it will continue to incur significant losses for at least the next several years as it continues to commercialize its existing products and services and seeks to develop and commercialize new products and services.

New Butterfly may need to raise additional funding to expand the commercialization of its products and services and to expand its research and development efforts. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force Butterfly to delay, limit or terminate its product commercialization or development efforts or other operations.

Butterfly’s success depends upon market acceptance of its products and services, its ability to develop and commercialize existing and new products and services and generate revenues, and its ability to identify new applications for its technology.

Medical device development is costly and involves continual technological change, which may render New Butterfly’s current or future products obsolete.

If Butterfly does not successfully manage the development and launch of new products, Butterfly will not meet the long term forecasts it presented to Longview and its business, operating and financial results and condition could be adversely affected.

Butterfly expects to generate a substantial portion of its revenue internationally in the future and may become subject to various additional risks relating to its international activities, which could adversely affect its business, operating results and financial condition.

Butterfly has limited experience in marketing and selling its products and related services, and if Butterfly is unable to successfully commercialize its products and related services, Butterfly’s business and operating results will be adversely affected.

Butterfly has chosen to engage a single supplier, Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) to supply and manufacture a key component of its products. If TSMC fails to fulfill its obligations under its existing contractual arrangements with Butterfly or does not perform satisfactorily, or if this relationship is terminated for other reasons, Butterfly’s ability to source its devices would be negatively and adversely affected.

If Butterfly does not successfully optimize and operate its sales and distribution channels or does not effectively expand and update infrastructure, its operating results and customer experience may be negatively impacted.

The market for Butterfly’s products and services is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change, which makes it difficult to forecast demand for Butterfly’s products and services.

Quality problems could lead to recalls or safety alerts and/or reputational harm and could have a material adverse effect on Butterfly’s business, results of operations, financial condition and cash flows.

Butterfly will need to expand its organization, and it may experience difficulties in recruiting needed additional employees and consultants, which could disrupt its operations.
 
35

 

The COVID-19 pandemic has and could continue to negatively affect various aspects of Butterfly’s business, make it more difficult for Butterfly to market its products or meet its obligations to its customers, and result in reduced demand for Butterfly’s products and services, which could have a material adverse effect on Butterfly’s business, financial condition, results of operations, or cash flows.

Butterfly is subject to extensive government regulation, which could restrict the development, marketing, sale and distribution of its products and could cause Butterfly to incur significant costs.

There is no guarantee that the U.S. Food and Drug Administration (the “FDA”) will grant 510(k) clearance or PMA approval of Butterfly’s future products, and failure to obtain necessary clearances or approvals for its future products would adversely affect Butterfly’s ability to grow its business.

If Butterfly is unable to protect its intellectual property, Butterfly’s ability to maintain any technological or competitive advantage over its competitors and potential competitors would be adversely impacted, and Butterfly’s business may be harmed.

If Butterfly or any of Butterfly’s partners are sued for infringing the intellectual property rights of third parties, such litigation would be costly and time consuming, and an unfavorable outcome in any such litigation could have a material adverse effect on Butterfly’s business.

Butterfly faces the risk of product liability claims and may be subject to damages, fines, penalties and injunctions, among other things.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Following the Business Combination, we expect that New Butterfly will continue to be an emerging growth company.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Butterfly’s financial statements with those of another public company that is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Longview’s initial public offering (December 31, 2025), (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning set forth in the JOBS Act.
Controlled Company Exemption
Upon the completion of the Business Combination, Dr. Rothberg will be the beneficial owner of all outstanding shares of New Butterfly’s Class B common stock and, as such, will control the voting power of
 
36

 
our outstanding capital stock, as a result of which Dr. Rothberg will have the power to elect a majority of New Butterfly’s directors. Pursuant to the NYSE listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” As a controlled company, New Butterfly will be exempt from certain NYSE corporate governance requirements, including the requirements (1) that a majority of the New Butterfly Board consist of independent directors, (2) that the New Butterfly Board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that the New Butterfly Board have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For at least some period following the Business Combination, New Butterfly may utilize these exemptions since the New Butterfly Board has not yet made a determination with respect to the independence of any directors. Pending such determination, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If New Butterfly ceases to be a “controlled company” and its shares continue to be listed on the NYSE, New Butterfly will be required to comply with these standards and, depending on the board’s independence determination with respect to our then-current directors, New Butterfly may be required to add additional directors to its board in order to achieve such compliance within the applicable transition periods.
 
37

 
SUMMARY HISTORICAL FINANCIAL INFORMATION OF LONGVIEW
The following table sets forth summary selected historical financial information of Longview for the periods and as of the dates indicated.
Longview’s statement of operations data for the period from February 4, 2020 (date of inception) to September 30, 2020 and for the period from February 4, 2020 (date of inception) to February 12, 2020 and balance sheet data as of September 30, 2020 and February 12, 2020 is derived from Longview’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus. Longview’s statement of operations data for the period from February 4, 2020 (date of inception) to February 12, 2020 and balance sheet data as of February 12, 2020 is derived from Longview’s audited financial statements included elsewhere in this proxy statement/prospectus.
The following selected historical financial information should be read together with Longview’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Longview” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Longview’s financial statements and the related notes thereto.
Statement of Operations Data:
Three Months
Ended
September 30,
2020
(unaudited)
Period from
February 4, 2020
(inception) to
September 30,
2020
(unaudited)
Period from
February 4, 2020
(Inception)
Through
February 12, 2020
Formation and operating costs
$ 462,905 $ 584,134 $ 1,000
Net loss
$ (327,036) $ (391,135) $ (1,000)
Weighted average shares outstanding of Class A redeemable common stock
41,400,000 40,617,323 0
Basic and diluted income per share, Class A
$ 0.00 $ 0.00 $ 0.00
Weighted average shares outstanding of Class B non-redeemable common stock(1)
10,350,000 10,350,000 9,000,000
Basic and diluted net loss per share, Class B
$ (0.03) $ (0.04) $ (0.04)
(1)
On May 20, 2020, Longview effected a stock dividend of 1,725,000 shares with respect to the Longview Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 founder shares.
Condensed Balance Sheet Data (at period end)
September 30, 2020
(unaudited)
February 12, 2020
Total Assets
$ 415,221,855 $ 95,303
Total Liabilities
$ 14,799,842 $ 71,303
Class A common stock, $0.0001 par value (excluding 39,542,201 shares subject to possible redemption at September 30, 2020)
186
Class A common stock, $0.0001 par value (including 39,542,201 shares subject to possible redemption at September 30, 2020)
$ 395,422,010 $
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding
1,035 1,035
Total Stockholders’ Equity
$ 5,000,003 $ 24,000
 
38

 
Cash Flow Data
Period from
February 4, 2020
(inception) to
September 30, 2020
(unaudited)
Period from
February 4, 2020
(Inception) Through
February 12, 2020
Net cash used in operating activities
$ (544,046) $
Net cash used in investing activities
$ (414,000,000) $
Net cash provided by financing activities
$ 415,303,148 $ 20,000
 
39

 
SUMMARY HISTORICAL FINANCIAL INFORMATION OF BUTTERFLY
The following table sets forth summary historical financial information of Butterfly for the periods and as of the dates indicated. The summary historical financial information of Butterfly as of and for the years ended December 31, 2019 and 2018 was derived from the audited historical financial statements of Butterfly included elsewhere in this proxy statement/prospectus. The summary historical interim financial information of Butterfly as of September 30, 2020, and for the nine months ended September 30, 2020 and 2019 was derived from the unaudited condensed consolidated financial statements of Butterfly included elsewhere in this proxy statement/prospectus and has been prepared on a consistent basis as the audited consolidated financial statements. In the opinion of Butterfly’s management, the interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the financial information in those statements.
The following summary historical financial information should be read together with Butterfly’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Butterfly” appearing elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Butterfly’s financial statements and the related notes. Butterfly’s historical results are not necessarily indicative of the results that may be expected in the future, and Butterfly’s results as of and for the nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or any other period.
Nine Months Ended September 30,
Year Ended December 31,
(in thousands)
2020
2019
2019
2018
Revenue $ 30,597 $ 16,846 $ 27,583 $ 1,526
Cost of revenue
100,519 23,639 48,478 2,255
Total operating expenses
69,486 54,973 81,401 52,357
Loss from operations
(139,408) (61,766) (102,296) (53,086)
Non-operating income (expense)
(363) 2,305 2,599 2,321
Loss before income taxes
(139,771) (59,461) (99,697) (50,765)
Provision for income taxes
32
Net loss
(139,803) (59,461) (99,697) (50,765)
As of September 30, 2020
As of December 31,
(in thousands)
2019
2018
Cash and cash equivalents
$ 51,686 $ 90,002 $ 214,578
Total assets
130,093 165,137 248,070
Total liabilities
113,050 16,478 6,076
Convertible preferred stock
360,937 360,937 360,937
Total stockholders' deficit
(343,894) (212,278) (118,943)
 
40

 
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information for the nine months ended September 30, 2020 and for the year ended December 31, 2019 combines the historical statement of operations of Longview and the historical consolidated statement of operations of Butterfly, giving effect to the Business Combination as if it had occurred on January 1, 2019. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the historical balance sheet of Longview and Butterfly, giving effect to the Business Combination as if it had occurred on September 30, 2020. The summary unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this proxy statement/prospectus under the section titled “Unaudited Pro Forma Condensed Combined Financial Information”.
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the post-combination company. The pro forma adjustments are based on the information currently available. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
The historical financial information has been adjusted to give pro forma effect to the following events that are related and/or directly attributable to the Business Combination. The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of Longview’s Class A common stock into cash:

Assuming no redemption scenario:   This presentation assumes that no public stockholders exercise redemption rights with respect to their public shares.

Assuming maximum redemption scenario:   This presentation assumes that all public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 41,400,000 public shares are redeemed for an aggregate redemption payment of approximately $414,222,151 including a pro rata portion of interest accrued on the Trust Account of $222,151. This maximum redemption scenario is based on satisfaction of the Aggregate Transaction Proceeds Condition.
Historical
Pro forma
(in thousands, except per share data)
Longview
Butterfly
No redemption
scenario
Maximum redemption
scenario
Statement of Operations Data – For the Nine Months Ended September 30, 2020
Revenue
$ $ 30,597 $ 30,597 $ 30,597
Cost of revenue
100,519 100,519 100,519
Total operating expenses
584 69,486 70,070 70,070
Loss from operations
(584)