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As filed with the United States Securities and Exchange Commission on September 30, 2021.

Registration No: 333-258620

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LONGVIEW ACQUISITION CORP. II

(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)

85-3650296

(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. II
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.
Christopher Capuzzi, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone: (212) 596-9000

Laura I. Bushnell, Esq.
Timothy M. Fesenmyer, Esq.
Keith M. Townsend, Esq.
Michael Hamilton, Esq.
King & Spalding LLP
601 S. California Ave. Suite 100
Palo Alto, California 94304
Telephone: (650) 422-6700

John H. Stevens, M.D.
Chief Executive Officer
HeartFlow Holding, Inc.
1400 Seaport Blvd, Bldg B
Redwood City, CA 94063
Telephone: (650) 241-1221

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		218,426,000(1)		$	9.81(2)		$	2,142,759,060(2)		$	233,776
Total							$	2,142,759,060		$	233,776(3)

(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”) estimated to be issued in connection with the business combination described herein (the “Business Combination”), assuming a closing date of October 31, 2021. Such maximum number of shares of Longview Class A common stock is based on 218,426,000 shares of Longview Class A common stock to be issued to the holders of (i) HeartFlow Holding, Inc.’s (“HeartFlow”) common stock, par value $0.001 per share, inclusive of shares to be issued upon (a) conversion of HeartFlow’s preferred stock, par value $0.001 per share, and (b) net exercise of HeartFlow’s outstanding warrants, and (ii) shares of HeartFlow common stock issuable upon exercise of outstanding options to purchase shares of HeartFlow common stock that may be exercised prior to the closing of the Business Combination.

(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) 218,426,000 shares of Longview Class A common stock and (ii) $9.81, the average of the high and low trading prices of Longview Class A common stock on August 6, 2021 (within five business days prior to the date of this Registration Statement).

(3)

Previously paid.

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.

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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 SEPTEMBER 30, 2021

PROXY STATEMENT OF
LONGVIEW ACQUISITION CORP. II

PROSPECTUS FOR
218,426,000 SHARES OF CLASS A COMMON STOCK
OF
LONGVIEW ACQUISITION CORP. II (WHICH WILL BE RENAMED HEARTFLOW GROUP, INC.)

On July 14, 2021, the board of directors of Longview Acquisition Corp. II, a Delaware corporation (“Longview,” “we,” “us” or “our”), unanimously approved a business combination agreement, dated as of July 15, 2021, by and among Longview, HF Halo Merger Sub, Inc., a wholly owned subsidiary of Longview (“Merger Sub”), and HeartFlow Holding, Inc. (“HeartFlow”) (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 HeartFlow (the “Merger”), with HeartFlow 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 “HeartFlow Group, Inc.” and is referred to herein as “New HeartFlow” 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 (as defined herein) 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 Longview Class A common stock (as defined herein). 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, other than effectuating the reverse stock split, as described in the Business Combination Agreement (the “Reverse Stock Split”) and causing the Longview Class A common stock to be reclassified to New HeartFlow common stock (as defined herein).

As a consequence of the Merger, at the Effective Time, and as further described in this proxy statement / prospectus, (i) each share of HeartFlow common stock (as defined herein) that is issued and outstanding immediately prior to the Effective Time (including shares of HeartFlow common stock issued upon the conversion of shares of HeartFlow preferred stock or pursuant to the terms of HeartFlow’s outstanding warrant, in each case immediately prior to the Effective Time, but excluding any such shares subject to repurchase agreements entered into with certain holders of shares of HeartFlow common stock) will become the right to receive 3.523 shares of New HeartFlow common stock, rounded down to the nearest whole number of shares; and (ii) each option to purchase shares of HeartFlow common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New HeartFlow and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New HeartFlow common stock equal to the number of shares of HeartFlow common stock subject to such option immediately prior to the Effective Time multiplied by 3.523, rounded down 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 3.523 and rounded up to the nearest whole cent.

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 simultaneously with the Effective Time.

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below) (the “Forward Purchase”). The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to HeartFlow in the initial business combination, expenses in connection with the initial business combination or for working capital in the post-business combination company. For purposes of the Amended Forward Purchase Agreement, the “Forward Purchase Share Amount” means an amount of Forward Purchase Shares equal to the quotient obtained when the amount set forth in (1) is divided by the amount in (2), where (1) is the sum of (A) an amount equal to the aggregate redemption proceeds paid out of the Trust Account established in connection with our initial public offering (the “Trust Account”), to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(A) shall not be greater than $25,000,000), and (B) an amount equal to twenty-five percent (25%) of such aggregate redemption proceeds in excess of the first $200,000,000 paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(B) shall not be greater than $25,000,000); and where (2) is the Per Share Consideration; provided, that, at the option of the Forward Purchasers, the amount set forth in (1) above may be a greater amount, which amount may be determined by the Forward Purchasers at such time, up to the aggregate redemption proceeds paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination.

Such Forward Purchase Share Amount shall be allocated among the Forward Purchasers as set forth in the notice delivered to the Company by the Forward Purchasers specifying the number of Forward Purchase Shares to be purchased by each Forward Purchaser, with the aggregate number of Forward Purchase Shares to be purchased by all of the Forward Purchasers totaling at least the Forward Purchase Shares Amount, at least five (5) business days (as defined herein) before the funding of the aggregate purchase price for the Forward Purchase Shares. See the section titled “The Business Combination Proposal — Dilution of Holders of Longview Class A Common Stock” for further discussion and examples of the levels of redemption which would result in full, zero and partial execution of the Amended Forward Purchase Agreement.

On the date of the Closing (the “Closing Date”), immediately following the effectiveness of redemptions of shares of Longview Class A common stock, if any, but prior to the Effective Time, and prior to the issuance of any Forward Purchase Shares, Longview shall take the following actions: (i) cause the Reverse Stock Split to be effective and (ii) immediately thereafter, set a record date for a distribution to its stockholders as of such time pursuant to which Longview will distribute to such record holders, on a pro rata basis, an amount, not less than zero, equal to (a) $91,000,000, less (b) the aggregate dollar amount to be paid by Longview in connection with the redemptions of shares of Longview Class A common stock to the extent such redemptions are in excess of $25,000,000 (the “Return of Capital Distribution Amount”). The amount of the Reverse Stock Split will be determined by Longview and shall cause the outstanding number of shares of Longview Class A common stock to be the same number of shares of Longview Class A common stock that would be outstanding at such time, had the original initial public offering of Longview (after the exercise of any over-allotment option) been for an amount of shares equal to (i) 69,000,000 minus (ii) (x) the Return of Capital Distribution Amount, divided by (y) $10.00. See the section titled “The Business Combination Proposal — Dilution of Holders of Longview Class A Common Stock” for further discussion and examples of the levels of redemption and the resulting Return of Capital Distribution Amount.

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(i) 188,905,008 shares of New HeartFlow common stock issued to HeartFlow stockholders (including (x) 187,792,726 shares of New HeartFlow common stock issued to the holders of HeartFlow common stock and the Holders of HeartFlow preferred stock converted into shares of HeartFlow common stock immediately prior to the Effective Time, and (y) 1,112,282 shares of New HeartFlow common stock issued to the holder of the HeartFlow Warrant net exercised for the shares of HeartFlow common stock immediately prior to the Effective Time), (ii) 34,498,606 shares of New HeartFlow common stock issued to holders of shares of Longview Class A common stock and (iii) 8,624,185 shares of New HeartFlow common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time, in each case, based on an assumed Closing Date of October 31, 2021. Holders of shares of HeartFlow capital stock are expected to hold, in the aggregate, approximately 81.4% of the issued and outstanding shares of New HeartFlow common stock and approximately 81.4% of the combined voting power of New HeartFlow immediately following the Closing, in each case assuming maximum redemptions without failing to satisfy the Aggregate Transaction Proceeds Condition (as defined herein).

Longview’s units, Longview Class A common stock and public warrants are publicly traded on the NYSE under the symbols “LGV.UN,” “LGV” and “LGV WS,” respectively. Longview has applied to list the shares of New HeartFlow common stock and public warrants of the post-combination company on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “HFLO” and “HFLOW,” respectively, following the Closing. Longview anticipates that the New HeartFlow common stock and public warrants of the post-combination company will cease trading on the NYSE at the end of the trading day on which the Closing occurs and will commence trading on Nasdaq at the beginning of the trading day immediately following the day on which the Closing occurs. It is a condition of the consummation of the transactions contemplated by the Business Combination Agreement that the New HeartFlow common stock are approved for listing on Nasdaq (subject to official notice of issuance), but such condition may be waived by the parties. Accordingly, there can be no assurance that such listing condition will be met, and at the time stockholders are asked to vote on the transactions, there will be no assurance that the New HeartFlow common stock and public warrants will be listed on a national securities exchange following the business combination.

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.

Concurrently with the execution of the Business Combination Agreement, Longview Investors II LLC, a Delaware limited liability company (our “Sponsor”), Brian Zied, Shalinee Sharma, Westley Moore, Longview and HeartFlow entered into a sponsor letter agreement, dated as of July 15, 2021 (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each other holder of Longview Class B common stock party thereto, representing approximately 20% of the voting power of Longview in the aggregate, has agreed, among other things, to vote in favor the Business Combination Proposal and the other Transaction Proposals (as defined herein) being presented at the Special Meeting. Additionally, funds affiliated with Glenview and an investment vehicle controlled by individuals affiliated with Glenview, representing approximately 6.4% of the voting power of Longview are expected to vote their shares of Longview Class A common stock, acquired as part of their purchase of units in our initial public offering, in favor of the Business Combination Proposal and the other Transaction Proposals being presented at the Special Meeting. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 23.7% of the outstanding shares in order to approve the Business Combination. The Sponsor and directors and officers will not have redemption rights with respect to any shares of Longview common stock owned by them, directly or indirectly. No consideration was received by the Sponsor or the directors and officers for their waiver of redemption rights.

Unless adjourned or postponed, the Special Meeting of the stockholders of Longview will be held at a.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 HeartFlow 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.

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LONGVIEW ACQUISITION CORP. II

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. II:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Longview Acquisition Corp. II, a Delaware corporation (“Longview,” “we,” “us” or “our”), will be held at , 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:

(1)

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the business combination agreement, dated as of July 15, 2021 (as may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Longview, HF Halo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Longview (“Merger Sub”), and HeartFlow Holding, Inc., a Delaware corporation (“HeartFlow”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into HeartFlow (the “Merger”) with HeartFlow 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”);

(2)

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”), a copy of which is attached to this proxy statement / prospectus as Annex B, which will replace Longview’s amended and restated certificate of incorporation, dated March 18, 2021 (the “Current Charter”), and which will be in effect as of the effective time of the Merger (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 four separate sub-proposals (we refer to such proposals as the “Advisory Charter Amendment Proposals”);

(a)

Advisory Charter Amendment Proposal A — Under the Proposed Charter, New HeartFlow will be authorized to issue shares of capital stock, consisting of (i) shares of New HeartFlow common stock, par value $0.0001 per share, and (ii) shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes Longview to issue 276,000,000 shares of capital stock, consisting of (a) 275,000,000 shares of common stock, including 250,000,000 shares of Longview Class A common stock, par value $0.0001 per share and 25,000,000 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;

(b)

Advisory Charter Amendment Proposal B — Under the Proposed Charter, special meetings of stockholders may be called by or at the request of the stockholders collectively holding at least 25% of all then outstanding shares of capital stock of New HeartFlow;

(c)

Advisory Charter Amendment Proposal C — Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New HeartFlow must be effected at an annual or special meeting of the stockholders and may not be effected by written consent;

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(d)

Advisory Charter Amendment Proposal D — Under the Proposed Charter, notwithstanding any other provision of the Proposed Charter or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote required by Delaware law or the Proposed Charter, the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock of New HeartFlow entitled to vote generally in the election of directors, voting together as a single class, is required to amend the Proposed Charter;

(3)

Proposal No. 3 — The Share Issuance 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) the Forward Purchase Shares (as defined herein) pursuant to the Forward Purchase (as defined herein), if any, immediately prior to the Closing (as defined herein) and (ii) an aggregate of 218,426,000 shares of New HeartFlow capital stock to existing HeartFlow stockholders pursuant to the terms of the Business Combination Agreement, in each case assuming a Closing Date (as defined herein) of October 31, 2021 (we refer to this proposal as the “Share Issuance Proposal”);

(4)

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 Share Issuance Proposal are approved and adopted, the election of seven (7) directors who, upon consummation of the Business Combination, will become the directors of New HeartFlow 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”);

(5)

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 and the Share Issuance Proposal are approved and adopted, the HeartFlow Group, Inc. 2021 Equity Incentive Plan (the “New HeartFlow 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 HeartFlow 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;

(6)

Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, the Equity Incentive Plan Proposal and the Share Issuance Proposal are approved and adopted, the HeartFlow Group, Inc. 2021 Employee Stock Purchase Plan (the “2021 Employee Stock Purchase Plan”), a copy of which is attached to this proxy statement / prospectus as Annex E, including the authorization of the initial share reserve thereunder (the “ESPP Proposal”); and

(7)

Proposal No. 7 — 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 Share Issuance Proposal, and the Equity Incentive Plan Proposal and the ESPP 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

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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 Share Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the ESPP 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 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.

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 , 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

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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, where the number of such outstanding public shares, for the purpose of the redemption price calculation, does not take into account the Reverse Stock Split. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and there our consent, until the consummation of the Business Combination (the “Closing”). If a public stockholder 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 public stockholder 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 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 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.

In connection with the execution of the Business Combination Agreement, on July 15, 2021, 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 March 18, 2021 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which Longview shall issue and sell to the Forward Purchasers, severally and not jointly, and the Forward Purchasers shall purchase from Longview, at a price of $10.00 per share (the “Per Share Consideration”), an aggregate amount of shares (the “Forward Purchase Shares”) equal to the Forward Purchase Share Amount (as defined below) (the “Forward Purchase”). The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to HeartFlow in the initial business combination, expenses in connection with the initial business combination or for working capital in the post-business combination company. For purposes of the Amended Forward Purchase Agreement, the “Forward Purchase Share Amount” means an amount of Forward Purchase Shares equal to the quotient obtained when the amount set forth in (1) is divided by the amount in (2), where (1) is the sum of (A) an amount equal to the aggregate redemption proceeds paid out of the Trust Account (as defined below) to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(A) shall not be greater than $25,000,000), and (B) an amount equal to twenty-five percent (25%) of such aggregate redemption proceeds in excess of the first $200,000,000 paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(B) shall not be greater than $25,000,000); and where (2) is the Per Share Consideration; provided, that, at the option of the Forward Purchasers, the amount set forth in (1) above may be a greater amount, which amount may be determined by the Forward Purchasers at such time, up to the aggregate redemption proceeds paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination.

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Amount, at least five (5) business days before the funding of the aggregate purchase price for the Forward Purchase Shares. See the section titled “The Business Combination Proposal — Dilution of Holders of Longview Class A Common Stock” for further discussion and examples of the levels of redemption which would result in full, zero and partial execution of the Amended Forward Purchase Agreement.

The total maximum number of shares of New HeartFlow common stock expected to be outstanding immediately following the Closing is approximately 251,280,008, assuming no redemptions, comprising (i) 176,405,008 shares of New HeartFlow common stock issued to HeartFlow stockholders (including (x) 175,292,726 shares of New HeartFlow common stock issued to the holders of HeartFlow common stock and the holders of HeartFlow preferred stock converted into shares of HeartFlow common stock immediately prior to the Effective Time, and (y) 1,112,282 shares of New HeartFlow common stock issued to the holder of the HeartFlow Warrant net exercised for the shares of HeartFlow common stock immediately prior to the Effective Time), (ii) 59,900,000 shares of New HeartFlow common stock issued to holders of shares of Longview Class A common stock and (iii) 14,975,000 shares of New HeartFlow common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time, in each case, based on an assumed date of the Closing (the “Closing Date”) of October 31, 2021. Holders of shares of HeartFlow capital stock are expected to hold, in the aggregate, approximately 70.2% of the issued and outstanding shares of New HeartFlow common stock and approximately 70.2% of the combined voting power of New HeartFlow immediately following the Closing, in each case assuming no redemptions. The total maximum number of shares of New HeartFlow common stock expected to be outstanding immediately following the Closing is approximately 232,027,799, assuming maximum redemptions, comprising (i) 188,905,008 shares of New HeartFlow common stock issued to HeartFlow stockholders (including (x) 187,792,726 shares of New HeartFlow common stock issued to the holders of HeartFlow preferred stock converted into shares of HeartFlow common stock immediately prior to the Effective Time, and (y) 1,112,282 shares of New HeartFlow common stock issued to the holder of the HeartFlow Warrant net exercised for the shares of HeartFlow common stock immediately prior to the Effective Time), (ii) 34,498,606 shares of New HeartFlow common stock issued to holders of shares of Longview Class A common stock and (iii) 8,624,185 shares of New HeartFlow common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time, in each case, based on an assumed Closing Date of October 31, 2021. Holders of shares of HeartFlow capital stock are expected to hold, in the aggregate, approximately 81.4% of the issued and outstanding shares of New HeartFlow common stock and approximately 81.4% of the combined voting power of New HeartFlow immediately following the Closing, in each case assuming maximum redemptions without failing to satisfy the Aggregate Transaction Proceeds Condition (as defined herein).

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 or submit your proxy by following the instructions contained on your proxy card. 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 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 Share Issuance Proposal, the ESPP 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.

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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 or submit your proxy by following the instructions contained on your proxy card. 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 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.

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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 HeartFlow’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 HeartFlow has been provided by HeartFlow.

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

We are responsible for the disclosure contained in this proxy statement / prospectus. However, this proxy statement / prospectus includes market and industry data and forecasts that HeartFlow has derived from publicly available information, various industry publications, other published industry sources and internal data and estimates. Industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which HeartFlow operates and HeartFlow’s and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources. Any estimates underlying such market-derived information and other factors could cause actual results to differ materially from those expressed in the independent parties’ estimates and in our estimates.

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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. II
767 Fifth Avenue, 44th Floor
New York, NY 10153
Telephone: (212) 812-4700
Attention: Corporate Secretary

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 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.”

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement / prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “Longview” refer to Longview Acquisition Corp. II, and the terms “New HeartFlow,” “combined company” and “post-combination company” refer to HeartFlow Group, Inc. and its subsidiaries following the consummation of the Business Combination.

In this document:

“2021 Employee Stock Purchase Plan” or “ESPP” means the Heartflow Group, Inc. 2021 Employee Stock Purchase Plan, to be approved and adopted by the Longview stockholders pursuant to the ESPP Proposal at the Special Meeting.

“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) and (ii) the aggregate cash proceeds, if any, actually received by Longview in the Forward Purchase.

“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 $345,000,000.

“Amended Forward Purchase Agreement” means the forward purchase agreement, dated March 18, 2021, by and among Longview, Glenview and the Forward Purchasers, as amended on July 15, 2021.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the merger of Merger Sub with and into HeartFlow, pursuant to which (i) HeartFlow survives the Merger as a wholly owned subsidiary of New HeartFlow, (ii) each share of HeartFlow common stock (as defined herein) that is issued and outstanding immediately prior to the Effective Time (including shares of HeartFlow common stock issued upon the conversion of shares of HeartFlow preferred stock or pursuant to the terms of the HeartFlow Warrant, in each case immediately prior to the Effective Time, but excluding such shares subject to the Repurchase Agreement.) will become the right to receive 3.523 shares of New HeartFlow common stock, rounded down to the nearest whole number of shares; and (iii) each option to purchase shares of HeartFlow common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New HeartFlow and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New HeartFlow common stock equal to the number of shares of HeartFlow common stock subject to such option immediately prior to the Effective Time multiplied by 3.523, rounded down 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 3.523 and rounded up to the nearest whole cent. 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, other than effectuating the Reverse Stock Split and causing the Longview Class A common stock to be reclassified to New HeartFlow common stock.

“Business Combination Agreement” means that Business Combination Agreement, dated as of July 15, 2021, by and among Longview, Merger Sub and HeartFlow, as amended by Amendment No. 1 thereto, dated as of September 30, 2021.

“Business day” means any day other than a Saturday or a Sunday or a weekday on which banks in New York, New York are authorized or required to be closed.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Current Charter” means Longview’s amended and restated certificate of incorporation, dated March 18, 2021.

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“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.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the ratio representing the number of shares of New HeartFlow common stock per each one share of HeartFlow common stock that holders of HeartFlow common stock have the right to receive upon consummation of the Business Combination. The terms of the Business Combination Agreement set this ratio at 3.523.

“FASB” means the Financial Accounting Standards Board.

“Forward Purchase” means the purchase of the number of Forward Purchase Shares equal to the Forward Purchase Share Amount by the Forward Purchasers pursuant to the Amended Forward Purchase Agreement.

“Forward Purchase Shares” means an aggregate amount of shares equal to the Forward Purchase Share Amount that may be issued in connection with the Forward Purchase.

“Forward Purchase Share Amount” means an amount of Forward Purchase Shares equal to the quotient obtained when the amount set forth in (1) is divided by the amount in (2), where (1) is the sum of (A) an amount equal to the aggregate redemption price paid out of the Trust Account (as defined below) to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(A) shall not be greater than $25,000,000), and (B) an amount equal to twenty-five percent (25%) of such aggregate redemption proceeds in excess of the first $200,000,000 paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(B) shall not be greater than $25,000,000); and where (2) is the Per Share Consideration; provided, that, at the option of the Forward Purchasers, the amount set forth in (1) above may be a greater amount, which amount may be determined by the Forward Purchasers at such time, up to the aggregate redemption price paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination.

“Forward Purchasers” means those certain entities affiliated with Glenview and party to the Amended Forward Purchase Agreement.

“GAAP” means United States generally accepted accounting principles.

“Glenview” means Glenview Capital Management, LLC, an affiliate of the Sponsor.

“HeartFlow” means HeartFlow Holding, Inc., a Delaware corporation (which prior to its reorganization on March 1, 2021, was known as HeartFlow, Inc., a Delaware corporation).

“HeartFlow Board” means the board of directors of HeartFlow.

“HeartFlow capital stock” means the shares of HeartFlow capital stock outstanding prior to the Business Combination, comprised of the HeartFlow common stock, the HeartFlow preferred stock and each other class or series of capital stock of HeartFlow.

“HeartFlow common stock” means the common stock, par value $0.001 per share, of HeartFlow.

“HeartFlow preferred stock” means the HeartFlow Series A preferred stock, HeartFlow Series B-1, preferred stock, HeartFlow Series B-2 preferred stock, HeartFlow Series C preferred stock, HeartFlow Series D preferred stock, and HeartFlow Series E preferred stock.

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“HeartFlow Series A preferred stock” means the Series A redeemable convertible preferred stock, par value $0.001 per share, of HeartFlow.

“HeartFlow Series B-1 preferred stock” means the Series B-1 redeemable convertible preferred stock, par value $0.001 per share, of HeartFlow.

“HeartFlow Series B-2 preferred stock” means the Series B-2 redeemable convertible preferred stock, par value $0.001 per share, of HeartFlow.

“HeartFlow Series C preferred stock” means the Series C redeemable convertible preferred stock, par value $0.001 per share, of HeartFlow.

“HeartFlow Series D preferred stock” means the Series D redeemable convertible preferred stock, par value $0.001 per share, of HeartFlow.

“HeartFlow Series E preferred stock” means the Series E redeemable convertible preferred stock, par value $0.001 per share, of HeartFlow.

“HeartFlow option” means each option to purchase shares of HeartFlow common stock granted to a HeartFlow employee, director or consultant.

“HeartFlow stockholder” means each holder of HeartFlow capital stock as of any determination time prior to the Effective Time.

“HeartFlow Transaction Support Agreement” means the Transaction Support Agreement, dated as of July 15, 2021, by and among Longview and certain stockholders of HeartFlow.

“HeartFlow Warrant” means that certain warrant, dated January 19, 2021, by and between Hayfin Tourmaline Luxco S.a.r.l. (“Hayfin”) and HeartFlow (as the assign of HeartFlow, Inc.), entitling Hayfin or its permitted assignee to purchase up to three hundred fifteen thousand eight hundred ten (315,810) shares of HeartFlow common stock at the price of $0.01 per share, subject to adjustments pursuant to the terms thereof.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Initial stockholders” means the Sponsor, Larry Robbins, John Rodin, Mark Horowitz, Westley Moore, Shalinee Sharma and Brian Zied.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Initial public offering” means Longview’s initial public offering, consummated on March 23, 2021, through the sale of 69,000,000 units on March 23, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Longview” means Longview Acquisition Corp. II, a Delaware corporation (which, as a consequence of the adoption of the Proposed Charter, will be renamed HeartFlow Group, 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 the Longview Class B common stock.

“Longview Parties” means, together, Longview and Merger Sub.

“Merger” means the merger of Merger Sub with and into HeartFlow.

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“Merger Sub” means HF Halo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Longview.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New HeartFlow” means HeartFlow Group, Inc., a Delaware corporation (which, prior to the Closing, was known as Longview Acquisition Corp. II).

“New HeartFlow Board” means the board of directors of New HeartFlow.

“New HeartFlow Bylaws” means the bylaws of New HeartFlow to be adopted pursuant to the Business Combination Agreement.

“New HeartFlow common stock” means the shares of common stock, par value $0.0001 per share, of New HeartFlow.

“New HeartFlow Equity Incentive Plan” means the HeartFlow Group, Inc. 2021 Equity Incentive Plan, to be approved and adopted by the Longview stockholders pursuant to the Equity Incentive Plan Proposal at the Special Meeting.

“New HeartFlow Management” means the management of New HeartFlow following the Closing.

“NYSE” means the New York Stock Exchange.

“Okapi” means Okapi Partners LLC, proxy solicitor to Longview.

“Optional Forward Purchase Share” means an additional number of shares of New HeartFlow common stock at the price of $10.00 per share that the Forward Purchasers may purchase pursuant to the Amended Forward Purchase Agreement.

“Private placement warrants” means the 9,800,000 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 HeartFlow), 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 stockholder” means a holder 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.

“Related Stock Transactions” means, collectively, the Return of Capital Distribution and the Reverse Stock Split.

“Repurchase Agreements” means, collectively, the repurchase agreements that HeartFlow has entered into with certain holders of shares of HeartFlow common stock, pursuant to which HeartFlow may, in its sole discretion, repurchase at the Effective Time shares of HeartFlow common stock representing up to approximately $85,000,000 of aggregate repurchase payments.

“Required Transaction Proposals” mean, collectively, the Business Combination Proposal, the Charter Amendment Proposal, the Share Issuance Proposal, the ESPP Proposal and the Equity Incentive Plan Proposal.

“Return of Capital Distribution” means the distribution to the stockholders of Longview Class A common stock, on a pro rata basis, of the Return of Capital Distribution Amount immediately following the Closing.

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“Return of Capital Distribution Amount” means an amount, not less than zero, equal to (a) $91,000,000, less (b) the aggregate dollar amount to be paid by Longview in connection with redemptions of Longview Class A common stock to the extent such redemptions are in excess of $25,000,000.

“Reverse Stock Split” means a reverse split of Longview Class A common stock to be effected immediately following the effectiveness of the redemptions of public shares, if any, but immediately prior the Forward Purchase and the Closing.

“Rollover Equity” means equity securities of New HeartFlow that will be held by the HeartFlow stockholders following the Business Combination.

“Rollover Option” means an option to purchase a number of shares of New HeartFlow common stock under the New HeartFlow Equity Incentive Plan.

“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 II LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means the Sponsor Letter Agreement, dated as of July 15, 2021, by and among HeartFlow, the Sponsor and its affiliates.

“Special Meeting” means the special meeting of the Longview stockholders to consider matters relating to the Business Combination, to be held at , New York City time, on , 2021, in virtual format.

“Surviving Company” means the surviving corporation, HeartFlow, resulting from the Merger.

“Termination Date” means February 15, 2022.

“Transactions” means the Business Combination, as well as (i) the issuance of the Forward Purchase Shares, if any, to the Forward Purchasers pursuant to the Forward Purchase immediately prior to the Closing and (ii) the filing and effectiveness of the Proposed Charter.

“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 March 18, 2021, 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-fifth (1/5) of one public warrant of Longview.

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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 HeartFlow. These statements are based on the beliefs and assumptions of the respective management teams of Longview and HeartFlow. Although Longview and HeartFlow believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Longview nor HeartFlow 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, HeartFlow’s management. Forward-looking statements contained in this proxy statement / prospectus include, but are not limited to, statements about:

•

the ability of Longview and HeartFlow 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 $345.0 million available at Closing from the Trust Account, together with the aggregate gross proceeds from 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 HeartFlow 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 HeartFlow common stock and public warrants on Nasdaq, as applicable, following the Business Combination;

•

the risk that the proposed Business Combination disrupts current plans and operations of HeartFlow 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 HeartFlow to grow and manage growth profitably and retain its key employees;

•

costs related to the proposed Business Combination;

•

changes in applicable laws or regulations or the healthcare industry;

•

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

•

the success, cost and timing of HeartFlow’s and New HeartFlow’s product development activities, including market adoption of their current and future products;

•

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

•

HeartFlow’s and New HeartFlow’s ability to build effective sales and marketing capabilities to support the New HeartFlow’s growth strategy;

•

HeartFlow’s and New HeartFlow’s ability to maintain HeartFlow’s existing customer, license and collaboration agreements, and arrangements with commercial and government payers;

•

changes in existing or anticipated clinical guidelines, or the timing of adoption of positive clinical guidelines that support the use of HeartFlow’s and New HeartFlow’s products;

•

HeartFlow’s and New HeartFlow’s ability to compete with other companies marketing or engaged in the development of products that aid physicians in the evaluation and treatment of coronary artery disease;

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•

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

•

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

•

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

•

HeartFlow’s and New HeartFlow’s financial performance;

•

the impact of the COVID-19 pandemic on HeartFlow’s and New HeartFlow’s business and/or the ability of Longview and HeartFlow 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 HeartFlow prior to the Business Combination, and New HeartFlow 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 HeartFlow assess the impact of all such risk factors on the business of Longview and HeartFlow prior to the Business Combination, and New HeartFlow 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 HeartFlow or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Longview and HeartFlow prior to the Business Combination, and New HeartFlow 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.

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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.

Why am I receiving this proxy statement / prospectus?

Longview is proposing to consummate the Business Combination where Longview, Merger Sub and HeartFlow 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-I. 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 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.

Why is Longview proposing the Business Combination?

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 HeartFlow and the industries in which it operates, including the financial and other information provided by HeartFlow in the course of Longview’s due diligence investigations, the Longview Board believes that the Business Combination with HeartFlow 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 HeartFlow 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.

When and where will the Special Meeting take place?

The Special Meeting will be held on , 2021, at , New York City 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. To participate in the Special Meeting, a Longview stockholder of record will need the 16-digit control number included on their proxy card or instructions that accompanied their proxy materials, if applicable, or to obtain a proxy form from their broker, bank or other nominee. The Special Meeting webcast will begin promptly at , New York City time. Longview stockholders are encouraged to access the Longview

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Special Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

What matters will be considered at the Special Meeting?

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;

•

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 Share Issuance 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) the Forward Purchase Shares, if any, pursuant to the Forward Purchase and (ii) 218,426,000 shares of New HeartFlow common stock pursuant to the terms of the Business Combination Agreement, in each case assuming a Closing Date of October 31, 2021;

•

The Director Election Proposal, which is a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, and the Share Issuance Proposal are approved and adopted, the election of seven (7) directors who, upon consummation of the Business Combination, will become the directors of New HeartFlow 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 Share Issuance Proposal are approved and adopted, the New HeartFlow Equity Incentive Plan; and

•

The ESPP Proposal, which is a proposal to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal, the Equity Incentive Plan Proposal and the Share Issuance Proposal are approved and adopted, the 2021 Employee Stock Purchase 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.

Is my vote important?

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 Share Issuance Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

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If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

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. 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.” The approval of each of the proposals, other than the Charter Amendment Proposal, requires the affirmative vote of the holders of a majority of the votes cast by the Longview stockholders present or represented by proxy at the Special Meeting and entitled to vote thereon. Because your broker does not have discretionary authority to vote on such proposals unless provided with voting instructions, shares of Longview common stock represented by broker non-votes will not be considered to be present or represented by proxy at the Special Meeting, or will be entitled to vote on any of the proposals. Therefore broker non-votes have no effect on the proposals other than the Charter Amendment Proposal. 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. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee. “Street name” stockholders who wish to vote at the Special Meeting will need the 16-digit meeting control number included on the instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee.

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?

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 Sponsor and our other directors and officers at the time of our initial public offering entered into a letter agreement to vote their sponsor 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 Longview Investors II LLC, 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. Additionally, funds affiliated with Glenview and an investment vehicle controlled by individuals affiliated with Glenview, representing approximately 6.4% of the voting power of Longview are expected to vote their shares of Longview Class A common stock, acquired as part of their purchase of units in our initial public offering, in favor of the Business Combination Proposal and the other Transaction Proposals being presented at the Special Meeting. 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 23.7% 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 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

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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 Share Issuance Proposal. Approval of the Share Issuance 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.

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 ESPP Proposal. Approval of the ESPP 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 regardless of whether a quorum is present. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

What will HeartFlow’s equity holders receive in connection with the Business Combination?

As a consequence of the Merger, at the Effective Time, (i) each share of HeartFlow common stock (as defined herein) that is issued and outstanding immediately prior to the Effective Time (including shares of HeartFlow common stock issued upon the conversion of shares of HeartFlow preferred stock or pursuant to the terms of the HeartFlow Warrant, in each case immediately prior to the Effective Time, but excluding any such shares subject to the Repurchase Agreements) will become the right to receive 3.523 shares of New HeartFlow common stock, rounded down to the nearest whole number of shares; and (ii) each option to purchase shares of HeartFlow common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New HeartFlow and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New HeartFlow common stock equal to the number of shares of HeartFlow common stock subject to such option immediately prior to the Effective Time multiplied by 3.523, rounded down 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 3.523 and rounded up to the nearest whole cent.

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What equity stake will current Longview stockholders and HeartFlow stockholders hold in New HeartFlow immediately after the consummation of the Business Combination?

It is anticipated that, upon completion of the Business Combination, based on an assumed Closing Date of October 31, 2021, the ownership interests in New HeartFlow will be as set forth in the table below:

	No redemption				Maximum redemption
Stockholder	Shares		%		Shares		%
Longview Class A common stockholders(1)(2)		59,900,000		23.8%		34,498,606		14.9%
Longview Class B common stockholders(3)		14,975,000		6.0%		8,624,185		3.7%
Former HeartFlow stockholders(4)(5)		176,405,008		70.2%		188,905,008		81.4%
Total		251,280,008		100.0%		232,027,799		100.0%

(1)

Amount in the no redemption scenario is adjusted to give effect to the Reverse Stock Split related to the maximum Return of Capital Distribution Amount of $91.0 million. The $91.0 million is accounted for as a capital distribution to Longview stockholders prior to the Effective Time. Amount in the maximum redemption scenario is adjusted to give effect to redemption of 39,501,394 shares of Longview Class A common stock and issuance of 5,000,000 Forward Purchase Shares.

(2)

Amounts include 4,774,637 and 10,500,000 shares of New HeartFlow common stock held by entities affiliated with Longview in no redemption and maximum redemption scenarios, respectively. Amount in the maximum redemption scenario assumes no redemption by such Longview affiliated entities.

(3)

Pursuant to the Business Combination Agreement, amount in the no redemption scenario is adjusted to give effect to forfeiture of 2,275,000 shares of Longview Class B common stock. Amount in the maximum redemption scenario is adjusted to give effect to forfeiture of 8,625,815 shares of Longview Class B common stock.

(4)

Pursuant to the Business Combination Agreement, amount in both scenarios includes 39,422,361 shares of HeartFlow common stock issuable upon the conversion of shares of HeartFlow preferred stock and 315,720 shares of HeartFlow common stock issuable upon the net exercise of the HeartFlow Warrant, in each case, before giving effect to the Exchange Ratio.

(5)

Amount in the no redemption scenario is adjusted for the repurchase of 3,548,112 shares of HeartFlow common stock before giving effect to the Exchange Ratio, or the equivalent of 12,500,000 shares of New HeartFlow common stock after giving effect to the Exchange Ratio. The no redemption scenario assumes no options to purchase HeartFlow common stock are repurchased.

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 30 days after the Closing of the Business Combination) or (b) the issuance of any shares upon completion of the Business Combination under the New HeartFlow 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” and “The Business Combination Proposal — Dilution of Holders of Longview Class A Common Stock.”

There are currently outstanding an aggregate of 23,600,000 warrants to acquire shares of Longview Class A common stock, which comprise 9,800,000 private placement warrants held by Longview Investors II LLC and 13,800,000 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of Longview Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New HeartFlow common stock in accordance with its terms. The terms of the warrants provide that if the number of outstanding shares of Longview Class A common stock is decreased

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by a consolidation, combination, reverse stock split or reclassification of shares of Longview Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Longview Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Longview Class A common stock and the exercise price will be increased correspondingly to account for such consolidation, combination, reverse stock split, reclassification or similar event. In addition, in certain circumstances, if at any time while the warrants are outstanding and unexpired, we pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of Longview Class A common stock on account of such shares of Longview Class A common stock (or other shares of our capital stock into which the warrants are convertible) then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Longview Class A common stock in respect of such event. Therefore, assuming no redemptions, as a result of the Reverse Stock Split and the Return of Capital Distribution, the public warrants would be exercisable for 11,978,400 shares of common stock and the private placement warrants would be exercisable for 8,506,400 shares of common stock at an adjusted exercise price of $11.73. 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 HeartFlow common stock is issued as a result of such exercise, with payment to New HeartFlow of the adjusted exercise price of $11.73 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 20,484,800 shares, with approximately $240,286,704 paid to exercise the warrants.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A total of $690,000,000, including approximately $22,225,000 of underwriters’ deferred discount, of the proceeds of the sale of the units and the private placement warrants, was placed in the Trust Account and is maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of June 30, 2021, there were investments and cash held in the Trust Account of $690,032,607. 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 March 23, 2023, 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 will be transferred to the balance sheet of New HeartFlow to fund transaction expenses and the various transactions contemplated by the Business Combination and for New HeartFlow working capital purposes.

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

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, the satisfaction of the Aggregate Transaction Proceeds Condition (though this condition may be waived by HeartFlow). In addition, with fewer public shares and public stockholders, the trading market for New HeartFlow 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 HeartFlow may not be able to meet the listing standards for Nasdaq 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 HeartFlow’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.

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What amendments will be made to the Current Charter?

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 “HeartFlow Group, 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 276,000,000 shares to shares, consisting of shares of common stock, including shares of Longview Class A common stock, par value $0.0001 per share, and shares of preferred stock, par value $0.0001 per share; (iii) eliminating stockholders’ ability to act by written consent in lieu of a meeting (iv) changes to the required vote to amend the charter and bylaws; and (v) 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.”

What material negative factors did the Longview Board consider in connection with the Business Combination?

Although the Longview Board believes that the acquisition of HeartFlow will provide Longview’s stockholders with an opportunity to participate in a business combination with HeartFlow, which is revolutionizing precision heart care with non-invasive, personalized cardiac tests and associated enterprise software suite solutions to address heart disease, 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 HeartFlow 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 HeartFlow’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) the clinical benefits that HeartFlow’s product offers relative to products currently on the market, (ii) the potential benefit from adoption by key medical societies and healthcare insurance companies, (iii) the ability of HeartFlow 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 and (iv) the ability of HeartFlow to meet its financial projections and other financial operating metrics. 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.”

Do I have redemption rights?

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?”

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.

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How do I exercise my redemption rights?

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 , New York City time, on , 2021, (a) submit a written request to Continental Stock Transfer & Trust Company, Longview’s 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.

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.

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, where the number of such outstanding public shares, for the purpose of the redemption price calculation, does not take into account the Reverse Stock Split. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 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 on , 2021, 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.

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.

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If I am a holder of units, can I exercise redemption rights with respect to my units?

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 , New York city time, on , 2021, you will not be able to exercise your redemption rights with respect to your public shares.

What is the potential impact of redemptions on the per share value of my shares if I do not exercise my redemption rights?

In the event of any redemptions, the Amended Forward Purchase Agreement provides for the sale of Forward Purchase Shares at $10.00 per share in an aggregate amount of up to $50,000,000. The Business Combination Agreement also contemplates the Return of Capital Distribution in an aggregate amount of up to $91,000,000, which would not be dilutive to the holders of Longview Class A common stock who purchased Units as part of our initial public offering. However, holders of Longview Class A common stock who purchased Units as part of our initial public offering may experience dilution if they elect not to redeem in connection with the Business Combination since the entire amount of the deferred underwriting fee of $22,225,000, payable to Cowen and Company, LLC (“Cowen”) and UBS Securities LLC (‘‘UBS’’) in connection with the Closing of the Business Combination irrespective of the amount of redemptions, would be borne by those stockholders who elect not to redeem and the Forward Purchasers.

Consequently, the per share value of the shares owned by the non-redeeming holders of Longview Class A common stock would be reduced to $9.6295 in no redemptions and 10% redemptions scenario, $9.5908 in 25% redemptions scenario, $9.4378 in 50% redemption scenario and $9.3562 in maximum redemptions scenario.

Non-redeeming holders of Longview Class A common stock will experience additional dilution to the extent New HeartFlow issues additional shares after the Closing. See the section titled “The Business Combination Proposal — Dilution of Holders of Longview Class A Common Stock” for a further discussion.

What are the U.S. federal income tax consequences of exercising my redemption rights?

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 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.

What are the U.S. federal income tax consequences of the Merger to holders of HeartFlow common stock?

The parties intend for the Merger to be treated as a tax-free “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. Assuming such treatment, holders of HeartFlow common stock generally will not recognize income, gain or loss upon exchanging their

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HeartFlow common stock for New HeartFlow common stock. For a more complete discussion of the U.S. federal income tax considerations of the Merger, see “Certain Material U.S. Federal Income Tax Considerations.”

Tax matters can be complicated and the tax consequences of the Merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the Merger to you.

How does the Longview Board recommend that I vote?

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 Share Issuance Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal, “FOR” the approval of the ESPP 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.”

How do Longview Investors II LLC and the other initial stockholders intend to vote their shares?

Concurrently with the execution of the Business Combination Agreement, our Sponsor, Brian Zied, Shalinee Sharma, Westley Moore, Longview and HeartFlow entered into the Sponsor Letter Agreement, pursuant to which the Sponsor and each other holder of Longview Class B common stock party thereto, representing approximately 20% of the voting power of Longview in the aggregate, has agreed, among other things, to vote in favor the Business Combination Proposal and the other Transaction Proposals being presented at the Special Meeting. Additionally, funds affiliated with Glenview and an investment vehicle controlled by individuals affiliated with Glenview, representing approximately 6.4% of the voting power of Longview are expected to vote their shares of Longview Class A common stock, acquired as part of their purchase of units in our initial public offering, in favor of the Business Combination Proposal and the other Transaction Proposals being presented at the Special Meeting. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of an additional approximately 23.7% of our outstanding shares to approve the Business Combination.

May Longview Investors II LLC, funds affiliated with Glenview and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?

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, funds affiliated with Glenview, HeartFlow and/or their 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. 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.

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Who is entitled to vote at the Special Meeting?

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.

How many votes do I have?

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 , 2021, the record date for the Special Meeting, there were 86,250,000 outstanding shares of Longview common stock, of which 69,000,000 are shares of Longview Class A common stock, and 17,250,000 are shares of Longview Class B common stock held by Longview Investors II LLC and the other initial stockholders.

What constitutes a quorum for the Special Meeting?

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.

What is HeartFlow?

HeartFlow is a leader in revolutionizing precision heart care, uniquely combining human ingenuity with advanced technology. HeartFlow’s non-invasive HeartFlow Analysis FFRCT leverages artificial intelligence to create a personalized three-dimensional model of the heart. By applying principles of fluid dynamics to this model, clinicians can better evaluate the impact a blockage has on blood flow and determine the best treatment for patients.

What will happen to my shares of Longview common stock as a result of the Business Combination?

If the Business Combination is completed, each share of Longview common stock that is not properly submitted for redemption and is issued and outstanding immediately prior to the Effective Time will be reclassified after Closing as New HeartFlow common stock. See the section titled “The Business Combination Proposal — Consideration to the HeartFlow Stockholders.”

Where will the New HeartFlow common stock that Longview stockholders receive in the Business Combination be publicly traded?

We have applied to list the New HeartFlow common stock and public warrants on Nasdaq under the symbols “HFLO” and “HFLOW,” respectively, following the Closing. We anticipate that New HeartFlow common stock and public warrants of the post-combination company will cease trading on the NYSE at the end of the trading day on which Closing occurs and will commence trading on Nasdaq at the beginning of the trading day immediately following the day on which the Closing occurs.

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What happens if the Business Combination is not completed?

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 February 15, 2021, then we will seek to consummate an alternative initial business combination prior to March 23, 2023. If we do not consummate an initial business combination by March 23, 2023, 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.

How can I attend and vote my shares at the Special Meeting?

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. The Special Meeting starts at , New York City time. We encourage you to allow ample time for online check- in, which will open at , New York City time. Please have your 16-digit control number to join the Special Meeting webcast. Instructions on who can attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

How can I vote my shares without attending the Special Meeting?

If you are a stockholder of record of Longview as of the close of business on , 2021, the record date, you may submit your proxy before the Special Meeting in any of the following ways, if available:

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Vote by Mail: by signing, dating and returning the enclosed proxy card;

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Vote by Internet: visit http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. New York City time on , 2021 (have your proxy card in hand when you visit the website);

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Vote by Phone: by calling toll-free (within the U.S. or Canada) , until 11:59 p.m. New York City time on , 2021 (have your proxy card in hand when you call); or

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Vote at the Special Meeting: by casting your vote at the Special Meeting via the Special Meeting website. Any stockholder of record as of the close of business on , 2021, the record date, can attend the Special Meeting webcast by visiting , where such stockholders may vote during the Special Meeting. The Special Meeting starts at , New York City time. We encourage you to allow ample time for online check-in, which will open at , New York City time. Please have your 16-digit control number to join the Special Meeting webcast.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares.

Simply complete, sign and date your voting instruction card and return it in the postage-paid envelope provided to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee. “Street name” stockholders who wish to vote at the Special Meeting will need the 16-digit control number included on the instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee.

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What is a proxy?

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.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

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.

If a Longview stockholder gives a proxy, how will the Longview common stock covered by the proxy be voted?

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.

How will my Longview common stock be voted if I return a blank proxy?

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 Share Issuance Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

Can I change my vote after I have submitted my proxy?

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:

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submit a new proxy card bearing a later date;

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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

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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.

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Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. New York City time on , 2021. 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.

Where can I find the voting results of the Special Meeting?

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.

Are Longview stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

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.

Are there any risks that I should consider as a Longview stockholder in deciding how to vote or whether to exercise my redemption rights?

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 HeartFlow contained in the documents that are incorporated by reference herein.

What happens if I sell my Longview common stock before the Special Meeting?

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 HeartFlow shares to the person to whom you transfer your Longview common stock.

What are the material U.S. federal income tax consequences of the Business Combination to me?

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.

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When is the Business Combination expected to be completed?

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 fourth quarter of 2021. However, it is possible that factors outside the control of both Longview and HeartFlow could result in the Business Combination being completed at a later time, or not being completed at all.

Who will solicit and pay the cost of soliciting proxies?

Longview has engaged a professional proxy solicitation firm, Okapi Partners LLC, to assist in soliciting proxies for the Special Meeting. Longview has agreed to pay Okapi a fee of $19,500, 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.

What are the conditions to completion of the Business Combination?

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 Nasdaq 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.”

What should I do if I receive more than one set of voting materials?

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.

Whom do I call if I have questions about the Special Meeting or the Business Combination?

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: (212) 297-0720 E-mail:
info@okapipartners.com

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

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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. II

767 Fifth Avenue, 44th Floor
New York, NY 10153
(212) 812-4700

Longview Acquisition Corp. II 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.

HeartFlow Holding, Inc.

1400 Seaport Blvd, Building B
Redwood City, CA 94063

HF Halo Merger Sub, Inc.

c/o Longview Acquisition Corp. II
767 Fifth Avenue, 44th Floor
New York, NY 10153

(212) 812-4700

HF Halo Merger Sub, Inc. is a Delaware corporation and wholly-owned subsidiary of Longview Acquisition Corp. II, which was formed for the purpose of effecting a merger with HeartFlow.

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 HeartFlow, with HeartFlow as the surviving corporation in the Business Combination and, after giving effect to such Business Combination, HeartFlow 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 Longview 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, other than effectuating the Reverse Stock Split and causing the Longview Class A common stock to be reclassified to New HeartFlow common stock. As a consequence of the Merger, at the Effective Time, (i) each share of HeartFlow common stock that is issued and outstanding immediately prior to the Effective Time (including shares of HeartFlow common stock issued upon the conversion of shares of HeartFlow preferred stock or pursuant to the terms of the HeartFlow Warrant, in each case immediately prior to the Effective Time, but excluding any such shares subject to the Repurchase Agreements) will become the right to receive 3.523 shares of New HeartFlow common stock, rounded down to the nearest whole number of shares; and (ii) each option to purchase shares of HeartFlow common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time

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will be assumed by New HeartFlow and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New HeartFlow common stock equal to the number of shares of HeartFlow common stock subject to such option immediately prior to the Effective Time multiplied by 3.523, rounded down 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 3.523 and rounded up to the nearest whole cent.

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 HeartFlow, with HeartFlow surviving the Business Combination. Upon consummation of the Business Combination, HeartFlow will be a wholly-owned subsidiary of New HeartFlow. 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.

The following diagrams illustrate in simplified terms the current structure of Longview and HeartFlow and the expected structure of New HeartFlow upon the Closing.

Simplified Pre-Combination Structure

[MISSING IMAGE: tm2123463d1-fc_precombbw.jpg]

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Simplified Post-Combination Structure

[MISSING IMAGE: tm2123463d1-fc_postcombbw.jpg]

The Reverse Stock Split and Return of Capital Distribution

On the Closing Date, immediately following the effectiveness of redemptions of shares of Longview Class A common stock, if any, but prior to the Effective Time, and prior to the issuance of any Forward Purchase Shares, Longview shall take the following actions: (i) cause the Reverse Stock Split to be effective and (ii) immediately thereafter, set a record date for a distribution to its stockholders as of such time pursuant to which Longview will distribute to such record holders, on a pro rata basis, the Return of Capital Distribution Amount. The amount of the Reverse Stock Split shall cause the outstanding number of shares of Longview Class A common stock to be the same number of shares of Longview Class A common stock that would be outstanding at such time, had the original initial public offering of Longview (after the exercise of any over-allotment option) been for an amount of shares equal to (i) 69,000,000 minus (ii) (x) the Return of Capital Distribution Amount, divided by (y) $10.00. See the section titled “The Business Combination Proposal — Dilution of Holders of Longview Class A Common Stock” for further discussion and examples of the levels of redemption and the resulting Return of Capital Distribution Amount.

Consideration to the HeartFlow Stockholders in the Business Combination

At the Effective Time, as a consequence of the Merger, (i) each share of HeartFlow common stock that is issued and outstanding immediately prior to the Effective Time (including shares of HeartFlow common stock issued upon the conversion of shares of HeartFlow preferred stock or pursuant to the terms of the HeartFlow Warrant, in each case immediately prior to the Effective Time, but excluding any such shares subject to the Repurchase Agreements) shall be automatically canceled and extinguished and converted into the right to receive 3.523 shares of New HeartFlow common stock, rounded down to the nearest whole number of shares; and (ii) each option to purchase shares of HeartFlow common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New HeartFlow and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New HeartFlow common stock equal to the number of shares of HeartFlow common stock subject to such option immediately prior to the Effective Time multiplied by 3.523, rounded down 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 3.523 and rounded up to the nearest whole cent.

For further details, see “The Business Combination Proposal — Consideration to the HeartFlow Stockholders.”

The Forward Purchase

In connection with the execution of the Business Combination Agreement, on July 15, 2021, Longview, Glenview and certain entities affiliated with Glenview entered into the Amended Forward Purchase

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Agreement, pursuant to which Longview shall issue and sell to the Forward Purchasers, severally and not jointly, and the Forward Purchasers shall purchase from Longview, at a price of $10.00 per share an aggregate amount of shares equal to the Forward Purchase Share Amount. The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to HeartFlow in the initial business combination, expenses in connection with the initial business combination or for working capital in the post-business combination company. For purposes of the Amended Forward Purchase Agreement, the “Forward Purchase Share Amount” means an amount of Forward Purchase Shares equal to the quotient obtained when the amount set forth in (1) is divided by the amount in (2), where (1) is the sum of (A) an amount equal to the aggregate redemption proceeds paid out of the Trust Account (as defined below) to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(A) shall not be greater than $25,000,000), and (B) an amount equal to twenty-five percent (25%) of such aggregate redemption price in excess of the first $200,000,000 paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination (which amount set forth in (1)(B) shall not be greater than $25,000,000); and where (2) is the Per Share Consideration; provided, that, at the option of the Forward Purchasers, the amount set forth in (1) above may be a greater amount, which amount may be determined by the Forward Purchasers at such time, up to the aggregate redemption price paid out of the Trust Account to holders of Longview Class A common stock exercising their redemption rights in connection with the redemption offer made to such holders prior to the Closing of the Business Combination.

Such Forward Purchase Share Amount shall be allocated among the Forward Purchasers as set forth in the notice delivered to the Company by the Forward Purchasers specifying the number of Forward Purchase Shares to be purchased by each Forward Purchaser, with the aggregate number of Forward Purchase Shares to be purchased by all of the Forward Purchasers totaling at least the Forward Purchase Shares Amount, at least five (5) business days before the funding of the aggregate purchase price for the Forward Purchase Shares. See the section titled “The Business Combination Proposal — Dilution of Holders of Longview Class A Common Stock” for further discussion and examples of the levels of redemption which would result in full, zero and partial execution of the Amended Forward Purchase Agreement.

Special Meeting of Longview Stockholders and the Proposals

The Special Meeting will convene on , 2021 at , 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 Share Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

Approval of the Required Transaction Proposals is a condition to the obligation of Longview to complete the Business Combination.

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)

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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 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 Share Issuance 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 ESPP 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 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 Share Issuance Proposal, “FOR” the election of each of the director nominees in the Director Election Proposal, “FOR” the approval of the Equity Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

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For more information about the Longview Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and Longview Board Recommendation” and “The 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:

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

•

current information and forecast projections from HeartFlow and Longview’s management regarding (i) HeartFlow’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 HeartFlow’s industry;

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

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information provided to the Longview Board by third-party consultants reviewing the drivers and barriers to adoption of HeartFlow’s technology;

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the opportunity to participate in a combined company that is commercializing a novel precision diagnostic technology with significant growth potential;

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

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the clinical benefits that HeartFlow’s product offers relative to products currently on the market;

•

the potential benefit from adoption by key medical societies and healthcare insurance companies;

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the benefits of a Software-as-a-Service (“SaaS”) model that combines fee-per-analysis and subscription pricing;

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

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information of comparable companies in certain industries;

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the risks posed by potential competitors;

•

the regulatory environment in which HeartFlow operates;

•

the prospects for market acceptance of HeartFlow’s 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;

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the risk posed due to the fact that the market for HeartFlow’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 HeartFlow’s products and services;

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the benefit of leadership that understands the challenging and rapidly changing nature of the U.S. healthcare system;

•

HeartFlow’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 some of the current public stockholders would vote against the Business Combination proposal or decide to exercise their redemption rights;

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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;

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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;

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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;

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the risks involved with the Business Combination and the likelihood that Longview and HeartFlow 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 HeartFlow;

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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; and

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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 Nasdaq 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 HeartFlow;

•

by Longview, subject to certain exceptions, if any of the representations or warranties made by HeartFlow are not true and correct or if HeartFlow 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;

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by HeartFlow, 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 covenants

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or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of HeartFlow 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 HeartFlow, 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 HeartFlow, 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;

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

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by HeartFlow, if Longview does not deliver, or cause to be delivered to HeartFlow, the Sponsor Letter Agreement when required under the Business Combination Agreement; and

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by Longview, if HeartFlow does not deliver, or cause to be delivered to Longview, the duly executed counterparts to the HeartFlow 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:

•

prior to , 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, where the number of such outstanding public shares, for the purpose of the redemption price calculation, does not take into account the Reverse Stock Split. 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

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defined in 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.

Longview’s Sponsor has waived its redemption rights with respect to any shares of Longview common stock it owns, directly or indirectly. No consideration was received by the Sponsor for its waiver of redemption rights.

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. As a result of such interests, Longview’s initial stockholders may be incentivized to complete a business combination with a less favorable combination partner or on terms less favorable to public stockholders rather than fail to complete a business combination within 24 months from the closing of Longview’s initial public offering and be forced to liquidate and dissolve Longview. These interests include, among other things, the interests listed below:

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If we are unable to complete our initial business combination by March 23, 2023, 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, 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 sponsor shares if we fail to complete our initial business combination by March 23, 2023. Longview Investors II LLC purchased the sponsor shares prior to our initial public offering for an aggregate purchase price of $25,000, or approximately $0.0014 per share, and in January 2021, transferred 25,000 sponsor shares to each of Westley Moore, Shalinee Sharma, and Brian Zied (for a total of 75,000).

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stock in accordance with its terms. The terms of the warrants provide that if the number of outstanding shares of Longview Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Longview Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Longview Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Longview Class A common stock and the exercise price will be increased correspondingly to account for such consolidation, combination, reverse stock split, reclassification or similar event. In addition, in certain circumstances, if at any time while the warrants are outstanding and unexpired, we pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of Longview Class A common stock on account of such shares of Longview Class A common stock (or other shares of our capital stock into which the warrants are convertible) then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Longview Class A common stock in respect of such event. Therefore, assuming no redemptions, as a result of the Reverse Stock Split and the Return of Capital Distribution, the public warrants would be exercisable for 11,980,000 shares of common stock and the private placement warrants would be exercisable for 8,507,536 shares of common stock at an adjusted exercise price of $11.73. If we do not consummate a business combination transaction by March 23, 2023, 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 Longview Investors II LLC will be worthless. The warrants held by Longview Investors II LLC had an aggregate market value of approximately $13,818,000 based upon the closing price of $1.41 per warrant on the NYSE on July 14, 2021.

•

Our initial stockholders, officers and directors will lose their entire investment in us, an aggregate amount of $16,450,000, if we do not complete an initial business combination by March 23, 2023, including their initial investment in the sponsor shares and their at-risk capital, for which Longview Investors II LLC received 9,800,000 private placement warrants for an aggregate purchase price of $14,700,000, or $1.50 per warrant. Our initial stockholders, officers and directors own an aggregate of 17,250,000 sponsor shares, which were purchased prior to our initial public offering for an aggregate purchase price of $25,000, or approximately $0.0014 per share. Longview Investors II LLC also has $1,750,000 outstanding under a loan. As of September 30, 2021, there were no out-of-pocket expenses or fees payable for which our initial stockholders, officers and directors are awaiting reimbursement.

•

Our initial stockholders, officers and directors purchased their founder shares at approximately $0.0014 per share. Such initial stockholders, officers and directors could make a substantial profit after our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their common stock (after accounting for any adjustments in connection with the reverse stock split or any other transaction contemplated by the business combination).

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

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In order to protect the amounts held in the Trust Account, Longview Investors II LLC 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.

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•

Following the Closing, Longview Investors II LLC would be entitled to the repayment of any working capital loan and advances that have been made to Longview and remain outstanding. On March 18, 2021, we issued a promissory note to Longview Investors II LLC in exchange for up to $2.0 million for working capital expenses. As of the date of this proxy statement / prospectus, we have $1.75 million outstanding under the promissory note. See “Certain Relationships and Related Party Transactions — Longview.” 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.

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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.

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The fact that Glenview, an affiliate of Longview Investors II LLC, and certain of Glenview’s affiliates hold 5,500,000 shares of Longview’s Class A common stock as a result of their participation in our initial public offering.

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The fact that Glenview, an affiliate of Longview Investors II LLC, and certain of Glenview’s affiliates agreed in the Amended Forward Purchase Agreement to purchase the Forward Purchase Shares in the Forward Purchase immediately prior to the Closing.

•

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, Longview Investors II LLC, 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 any, and on such terms as to be determined by Longview from time to time, made by Longview Investors II LLC 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, investment funds managed by Glenview, the initial stockholders, HeartFlow 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. 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

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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 “LGV.UN,” “LGV” and “LGV WS,” respectively. New HeartFlow will not have units traded following the Closing. Longview has applied to list the shares of New HeartFlow common stock and public warrants of the post-combination company on Nasdaq under the symbols “HFLO” and “HFLOW,” respectively, following the Closing. Longview anticipates that the New HeartFlow common stock and public warrants of the post-combination company will cease trading on the NYSE at the end of the trading day on which the Closing occurs and will commence trading on Nasdaq at the beginning of the trading day immediately following the day on which the Closing occurs.

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 HeartFlow’s good faith estimate of such amounts assuming a Closing as of October 31, 2021.

(in millions)	Assuming No Redemptions of Public Shares			Assuming Maximum Redemptions of Public Shares
Sources
HeartFlow Rollover Equity		$	2,150.0		$	2,150.0
Proceeds from Trust Account			690.0(1)			345.0(2)
Pre-Closing Return of Capital Distribution			(91.0)(3)			—
Total Sources		$	2,749.0		$	2,495.0
Uses
Equity Consideration		$	2,150.0		$	2,150.0
Cash to Balance Sheet			347.6			206.4
Cash for Secondary Purchases			110.0(4)			—
Debt Retirement, Interest and Related Fees(5)			72.9			72.9
Estimated Transaction Costs(6)			46.3			43.5
Deferred Underwriting Fee(7)			22.2			22.2
Total Uses		$	2,749.0		$	2,495.0

(1)

Assumes that no shares of Longview Class A common stock are redeemed in connection with the Business Combination.

(2)

Assumes that 39,501,394 shares of Longview Class A common stock are redeemed for an aggregate payment of approximately $395.0 million at an assumed redemption price of approximately $10.00 per share based on the Trust Account balance as of June 30, 2021, and the issuance of 5,000,000 Forward Purchase shares for an aggregate of $50.0 million.

(3)

Represents the $91.0 million Return of Capital Distribution Amount.

(4)

Reflects repurchase of 2,838,490 shares and 709,622 shares of HeartFlow common stock (including shares of HeartFlow common stock resulting from the conversion of HeartFlow preferred stock), before giving effect to the Exchange Ratio, at $29.95 per share and $35.23 per share, respectively, for the aggregate purchase price of $110.0 million immediately prior to the Business Combination.

(5)

Represents repayment of HeartFlow’s term loan.

(6)

Reflects the payment of Longview and HeartFlow Business Combination costs of $46.3 million under the no redemption scenario and $43.5 million under the maximum redemption scenario. The

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transaction costs include direct and incremental costs, such as legal, third party advisory, investment banking and other miscellaneous fees.

(7)

Reflects the payment of deferred underwriting costs and accrued offering costs incurred by Longview during the initial public offering in contemplation of the Business Combination upon the close of the Business Combination.

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 HeartFlow 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.

HeartFlow has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

HeartFlow equity holders comprising a relative majority of the voting power of New HeartFlow after consummation of the Business Combination and having the ability to nominate a majority of the members of the board of directors of New HeartFlow;

•

HeartFlow’s operations prior to the acquisition comprising the only ongoing operations of New HeartFlow; and

•

HeartFlow’s senior management comprising a majority of the senior management of New HeartFlow after consummation of the Business Combination.

The preponderance of evidence as described above is indicative that HeartFlow 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 HeartFlow 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 HeartFlow Bylaws. See “Comparison of Stockholders’ Rights.”

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 to Longview, HeartFlow’s business and the Business Combination are summarized below. References in the summary below to “HeartFlow” generally refer to HeartFlow in the present tense or New HeartFlow from and after the Business Combination.

•

the potential conflicts of interests that directors and officers of Longview have in recommending that the stockholders vote in favor of approval of the Business Combination;

•

Longview’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how public stockholders vote;

•

Longview’s ability to redeem stockholders’ unexpired warrants;

•

Longview’s material weakness related to its accounting of warrants;

•

the Business Combination is subject to conditions, some of which may be waived;

•

the ability of Longview stockholders to exercise redemption rights with respect to a large number of shares could prevent certain closing conditions from being satisfied and limit New HeartFlow’s ability to optimize its capital structure;

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•

HeartFlow’s ability to achieve widespread adoption in a highly regulated industry and to promote and improve the benefits of HeartFlow’s product;

•

HeartFlow’s ability to obtain and maintain favorable levels of reimbursement from government and other third-party payers;

•

HeartFlow’s ability to successfully compete against current and future competitors;

•

the impact of the COVID-19 pandemic and other catastrophic events;

•

HeartFlow’s ability to develop and grow profitably inside and outside of the U.S., enhance its product and expand its products applications and develop new applications;

•

security breaches, loss of data and other disruptions;

•

HeartFlow’s ability to comply with evolving regulations, including healthcare, regulatory approvals and clearances, privacy and security regulations;

•

HeartFlow’s ability to protect or enforce our intellectual property rights;

•

HeartFlow’s ability to obtain additional capital in the future and to continue as a going concern;

•

HeartFlow’s ability to successfully identify, consummate and successfully integrate acquisitions and investments;

•

HeartFlow’s ability to maintain our historic growth rates and effectively manage our growth in the future;

•

HeartFlow’s material weaknesses and its ability to develop and maintain an effective system of internal control over financial reporting; and

•

HeartFlow’s ability to operate as a public company, including with respect to increased costs and demands on management as a result of complying with additional laws and regulations.

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, 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 HeartFlow 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 HeartFlow’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 (March 23, 2026), (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF LONGVIEW

The following table sets forth 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 October 23, 2020 (date of inception) to December 31, 2020 and balance sheet data as of December 31, 2020 is derived from Longview’s audited financial statements included elsewhere in this proxy statement / prospectus. Longview’s statement of operations data for the period from January 1, 2021 to June 30, 2021 and balance sheet data as of June 30, 2021 is derived from Longview’s unaudited 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	Six Months Ended June 30, 2021			Period from October 23, 2020 to December 31, 2020
Operating and formation costs		$	1,065,376		$	1,519
Net income (loss)		$	(8,026,644)			(1,519)
Weighted average shares outstanding, Longview Class A redeemable common stock			69,000,000			0
Basic and diluted net income per share, Longview Class A redeemable common stock		$	0.00		$	(0.00)
Weighted average shares outstanding, Longview Class B non-redeemable common stock			16,230,663			15,000,000
Basic and diluted net income (loss) per share, Longview Class B non-redeemable common stock		$	(0.49)		$	(0.00)

(1)

On January 22, 2021, Longview effected a stock dividend of 11,500,000 shares with respect to the Longview Class B common stock, resulting in an aggregate of 14,375,000 shares outstanding (see notes to the financial statements). All share and per share amounts have been retroactively adjusted.

Condensed Balance Sheet Data (at period end)	June 30, 2021			December 31, 2020
Total Assets		$	690,698,387		$	108,981
Total Liabilities		$	61,762,809		$	85,500
Preferred stock, $0.0001 par value			—			—
Longview Class A common stock, $0.0001 par value; 250,000,000 shares authorized; no shares issued and outstanding (excluding 69,000,000 and no shares subject to possible redemption)			—			—
Longview Class B common stock, $0.00001 par value; 25,000,000 shares authorized; 17,250,000 shares issued and outstanding		$	1,725		$	1,725
Total Stockholders’ Equity (Deficit)		$	(61,064,422)		$	23,481

Cash Flow Data	June 30, 2021 (unaudited)			December 31, 2020
Net cash used in operating activities		$	(1,262,862)		$	(19)
Net cash used in investing activities		$	(690,000,000)		$	—
Net cash provided by financing activities			691,375,612			25,000

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF HEARTFLOW

The following table sets forth summary historical financial information of HeartFlow for the periods and as of the dates indicated. The summary historical financial information of HeartFlow as of and for the years ended December 31, 2020 and 2019 was derived from the audited historical financial statements of HeartFlow included elsewhere in this proxy statement / prospectus. The summary historical interim financial information of HeartFlow as of June 30, 2021, and for the six months ended June 30, 2021 and 2020 was derived from the unaudited condensed consolidated financial statements of HeartFlow 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 HeartFlow’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 HeartFlow’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HeartFlow” appearing elsewhere in this proxy statement / prospectus. The summary historical financial information in this section is not intended to replace HeartFlow’s financial statements and the related notes. HeartFlow’s historical results are not necessarily indicative of the results that may be expected in the future, and HeartFlow’s results as of and for the six months ended June 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any other period.

	Six Months Ended June 30,						Year Ended December 31,
(in thousands)	2021			2020			2020			2019
Revenue		$	17,955		$	9,474		$	22,672		$	19,597
Cost of revenue			8,227			7,286			15,290			12,731
Total costs and expenses			53,109			47,957			96,192			117,213
Loss from operations			(35,154)			(38,483)			(73,520)			(97,616)
Net loss			(41,152)			(37,635)			(72,804)			(95,797)

	As of June 30, 2021			As of December 31,
(in thousands)	As of June 30, 2021			2020			2019
Cash and cash equivalents		$	79,352		$	41,173		$	17,283
Total assets			102,287			60,823			122,508
Total liabilities			89,682			14,064			15,767
Redeemable convertible preferred stock			538,423			538,423			538,423
Total stockholders’ deficit			(525,818)			(491,664)			(431,682)

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information for the six months ended June 30, 2021 and for the year ended December 31, 2020 combines the historical statement of operations of Longview and the historical consolidated statement of operations of HeartFlow, giving effect to the Business Combination as if it had occurred on January 1, 2020. The Business Combination will be accounted for as a reverse recapitalization. Under this method of accounting, Longview is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New HeartFlow will represent a continuation of the financial statements of HeartFlow with the Business Combination being treated as the equivalent of HeartFlow issuing stock for the net assets of Longview, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be presented as those of HeartFlow in future reports of New HeartFlow.

The summary unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the historical balance sheet of Longview and HeartFlow, giving effect to the Business Combination as if it had occurred on June 30, 2021. The summary unaudited condensed combined statement of operations data for the six months ended June 30, 2021 and year ended December 31, 2020 combines the historical operations of Longview and HeartFlow giving effect to the Business Combination as if it occurred on January 1, 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 dates 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 unaudited pro forma condensed combined information contained herein assumes that the Longview stockholders approve the Business Combination. Longview’s public stockholders may elect to redeem their public shares for cash even if they approve the Business Combination. Longview cannot predict how many of its public stockholders will exercise their right to redeem their Longview Class A common stock shares for cash. Therefore, the unaudited pro forma condensed combined financial information presents the following two redemption scenarios. The actual results may be within the parameters described by the two scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results:

•

No redemption scenario — this scenario assumes that no shares of Longview Class A common stock are redeemed in connection with the Business Combination, the forfeiture of 2,275,000 shares of Longview Class B common stock, Longview causes the Reverse Stock Split to be effective, distributes the maximum Return of Capital Distribution of $91.0 million and HeartFlow repurchases the maximum amount of shares of HeartFlow common stock (including the shares of HeartFlow common stock resulting from the conversion of HeartFlow preferred stock) for $110.0 million pursuant to the terms of the Business Combination; and

•

Maximum redemption scenario — this scenario assumes that 39,501,394 shares of Longview Class A common stock are redeemed for an aggregate payment of approximately $395.0 million at an assumed redemption price of approximately $10.00 per share based on the Trust Account balance as of June 30, 2021, the issuance of 5,000,000 Forward Purchase Shares and the forfeiture of 8,625,815 shares of Longview Class B common stock. These assumptions would result in satisfaction of the Aggregate Transaction Proceeds Condition of a minimum $345.0 million under the Business Combination Agreement.

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(in thousands, except share and per share data)	Longview (Historical)			HeartFlow (Historical)			No redemption scenario			Maximum redemption scenario
Statement of Operations Data – For the Six Months Ended June 30, 2021
Revenues		$	—		$	17,955		$	17,955		$	17,955
Total costs and expenses			1,065			53,109			54,174			54,174
Loss from operations			(1,065)			(35,154)			(36,219)			(36,219)
Net loss			(8,027)			(41,152)			(36,279)			(36,279)
Basic and diluted net loss per share					$	(3.33)		$	(0.14)			(0.16)
Weighted-average common stock shares outstanding – basic and diluted						13,586,116			251,280,008			232,027,799
Basic and diluted net income per share, Longview Class A redeemable common stock		$	—
Weighted average shares outstanding, Longview Class A redeemable common stock			69,000,000
Basic and diluted net loss per share, Longview Class B non-redeemable common stock		$	(0.49)
Weighted average shares outstanding, Longview Class B non-redeemable common stock			16,230,663
Balance Sheet Data – As of June 30, 2021
Total current assets		$	666		$	93,847		$	442,103		$	300,894
Total assets			690,699			102,287			449,992			308,783
Total current liabilities			349			15,278			15,118			15,118
Total liabilities			61,763			89,682			47,700			47,700
Convertible preferred stock			—			538,423			—			—
Longview Class A common stock, subject to possible redemption			690,000			—			—			—
Total stockholders’ equity (deficit)			(61,064)			(525,818)			402,292			261,083
Statement of Operations Data – For the Year Ended December 31, 2020
Revenues		$	—		$	22,672		$	22,672		$	22,672
Total costs and expenses			2			96,192			96,194			96,194
Loss from operations			(2)			(73,520)			(73,522)			(73,522)
Net loss			(2)			(72,804)			(74,107)			(74,796)
Basic and diluted net loss per share					$	(6.55)		$	(0.29)		$	(0.32)
Weighted-average common stock shares outstanding – basic and diluted						12,406,056			251,280,008			232,027,799
Basic and diluted net income per share, Longview Class A redeemable common stock		$	—
Weighted average shares outstanding, Longview Class A redeemable common stock			—
Basic and diluted net loss per share, Longview Class B non-redeemable common stock		$	(0.00)
Weighted average shares outstanding, Longview Class B non-redeemable common stock			15,000,000

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

The following table sets forth summary historical comparative share information for Longview and HeartFlow, respectively and unaudited pro forma condensed combined per share information of New HeartFlow after giving effect to the Business Combination and other events contemplated by the Business Combination Agreement, assuming two redemption scenarios as follows:

•

No redemption scenario — this scenario assumes that no shares of Longview Class A common stock are redeemed in connection with the Business Combination, the forfeiture of 2,275,000 shares of Longview Class B common stock, Longview causes the Reverse Stock Split to be effective, Longview distributes the maximum Return of Capital Distribution Amount of $91.0 million and HeartFlow repurchases the maximum amount of shares of HeartFlow common stock (including the shares of HeartFlow preferred stock resulting from the conversion of HeartFlow’s preferred stock) for $110.0 million pursuant to the terms of the Business Combination;

•

The pro forma book value information reflects the Business Combination as if it had occurred on June 30, 2021. The pro forma weighted average shares outstanding and net loss per share information reflect the Business Combination as if it had occurred on January 1, 2020.

This information is only a summary and should be read in conjunction with the historical financial statements of Longview and HeartFlow and related notes included elsewhere in this proxy statement / prospectus. The unaudited pro forma combined per share information of Longview and HeartFlow is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement / prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

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							Pro Forma Combined						New HeartFlow equivalent pro forma per share data
	Longview (Historical)			HeartFlow (Historical)			No Redemption			Maximum Redemption			No Redemption			Maximum Redemption
As of and for the Six Months Ended June 30, 2021(1)
Book Value per share		$	N/A		$	(37.88)		$	1.60		$	1.13		$	5.64		$	3.96
Net loss attributable to common stockholders		$	(8,026)		$	(45,306)		$	(36,279)		$	(36,279)		$	(36,279)		$	(36,279)
Net loss per share of HeartFlow common stock – basic and diluted						(3.33)			(0.14)		$	(0.16)			(0.51)			(0.55)
Weighted average shares outstanding of HeartFlow common stock – basic and diluted						13,586,116			251,280,008			232,027,799			175,361,146			187,861,146
For the Year Ended December 31, 2020(1)
Book Value per share		$	N/A		$	(37.12)			N/A			N/A			N/A			N/A
Net loss attributable to common stockholders			(2)			(81,203)			(74,107)			(74,796)			(74,107)			(74,796)
Net loss per share of HeartFlow common stock – basic and diluted					$	(6.55)			(0.29)			(0.32)			(1.04)			(1.14)
Weighted average shares outstanding of HeartFlow common stock – basic and diluted						12,406,056			251,280,008			232,027,799			171,203,795			183,703,795
Net income (loss) per share of Longview Class A common stock – basic and diluted (as restated)		$	—
Weighted average shares outstanding of Longview Class A common stock – basic and diluted (as restated)		$	—
Net loss per share of Longview Class B common stock – basic and diluted (as restated)		$	(0.00)
Weighted average shares outstanding of Longview Class B common stock – basic and diluted (as restated)			15,000,000

(1)

Book value per share is calculated as total equity divided by: (i) Longview Class A non-redeemable common stock outstanding as of June 30, 2021; and (ii) HeartFlow common stock outstanding at June 30, 2021. Since all shares of Longview Class A common stock were considered redeemable as of June 30, 2021, Longview net book value per share is not meaningful.

(2)

There were no cash dividends declared in the period presented.

(3)

The equivalent pro forma basic and diluted per share data for HeartFlow (columns five and six in the table above) are calculated by multiplying the combined pro forma per share data by the Exchange Ratio of 3.523.

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

Longview

Market Price and Ticker Symbol

Longview’s units, Class A common stock and public warrants are currently listed on the NYSE under the symbols “LGV.UN,” “LGV” and “LGV WS,” respectively.

The closing price of the units, Longview Class A common stock and public warrants on September 29, 2021, was $10.10, $9.91, and $1.28, respectively. As of , the record date for the Special Meeting, the closing price for each of Longview’s units, Class A common stock and public warrants was $ , $ and $ , respectively.

Holders

As of June 30, 2021, there was one holder of record of our units, no holders of record of Longview Class A common stock, four holders of record of Longview Class B common stock, and one holder of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Longview Class A common stock and public warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Longview has not paid any cash dividends on Longview common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination other than the Return of Capital Distribution. The payment of cash dividends in the future will be dependent upon New HeartFlow’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New HeartFlow’s board of directors at such time.

HeartFlow

There is no public market for shares of HeartFlow common stock.

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RISK FACTORS

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the other information contained in this proxy statement / prospectus, including the consolidated financial statements and related notes of Longview and HeartFlow, respectively. Unless the context otherwise requires, references in the subsection “— Risks Related to HeartFlow” to “we,” “us,” “our,” “the Company” and “HeartFlow” generally refer to HeartFlow in the present tense or New HeartFlow from and after the Business Combination.

Risk Factors Relating to Longview and the Business Combination

Directors and officers of Longview have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement / prospectus.

When considering the recommendation of the Longview Board that the Longview stockholders vote in favor of approval of the Business Combination, Longview stockholders should be aware that Longview’s initial stockholders, including its directors and officers, have interests in the Business Combination that may be different from, or in addition to, the interests of Longview stockholders and warrant holders generally. As a result of such interests, Longview’s initial stockholders may be incentivized to complete a business combination with a less favorable combination partner or on terms less favorable to public stockholders rather than fail to complete a business combination within 24 months from the closing of Longview’s initial public offering and be forced to liquidate and dissolve Longview. These interests include, among other things, the interests listed below:

•

If we are unable to complete our initial business combination by March 23, 2023, 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, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Longview Board, 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 sponsor shares held by our initial stockholders, officers and directors if we fail to complete our initial business combination by March 23, 2023. Longview Investors II LLC purchased the sponsor shares prior to our initial public offering for an aggregate purchase price of $25,000, or approximately $0.0014 per share and in January 2021, transferred 25,000 sponsor shares to each of Westley Moore, Shalinee Sharma, and Brian Zied (for a total of 75,000).

•

In connection with the closing of our initial public offering, we consummated the sale of 9,800,000 private placement warrants at a price of $1.50 per warrant in a private placement to Longview Investors II LLC. The warrants are each exercisable, commencing 30 days following the Closing, for one share of Longview Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New HeartFlow common stock in accordance with its terms. The terms of the warrants provide that if the number of outstanding shares of Longview Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Longview Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Longview Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Longview Class A common stock and the exercise price will be increased correspondingly to account for such

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consolidation, combination, reverse stock split, reclassification or similar event. In addition, in certain circumstances, if at any time while the warrants are outstanding and unexpired, we pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of Longview Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible) then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Longview Class A common stock in respect of such event. Therefore, assuming no redemptions, as a result of the Reverse Stock Split and the Return of Capital Distribution, the private placement warrants would be exercisable for 8,507,536 shares of common stock at an adjusted exercise price of $11.73. If we do not consummate a business combination transaction by March 23, 2023, 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 Longview Investors II LLC will be worthless. The warrants held by Longview Investors II LLC had an aggregate market value of approximately $13,818,000 based upon the closing price of $1.43 per warrant on the NYSE on July 30, 2021.

•

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•

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 Investors II LLC, and certain of Glenview’s affiliates hold 5,500,00 shares of Longview Class A common stock as a result of their participation in our initial public offering.

•

The existence of financial and personal interests of the Longview officers or directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the Longview Board to vote in favor of the Business Combination Proposal and other proposals to be presented to the stockholders.

Certain officers and directors of Longview also participate in arrangements that may provide them with other interests in the Business Combination that are different from yours.

Certain officers and directors of Longview also participate in arrangements that may provide them with other interests in the Business Combination that are different from yours. Longview’s officers and directors collectively have made an aggregate average investment per sponsor share of $0.0014. In addition, certain directors hold private placement warrants, which they purchased for $1.50 per share, which will be exercisable according to their terms to purchase one share of New HeartFlow common stock at an exercise price of $11.50 per share. Our officers and directors will lose their entire investment if a business combination is not approved during the period provided in our amended and restated certificate of incorporation. The officers’ and directors’ significantly lower investment per share in their sponsors shares and, in some cases, private placement warrants, may result in a difference between a transaction that increases the value of the officers’ and directors’ investment and a transaction that increases the value of the public stockholders’ investment. In addition, a transaction that increases the value of the public stockholders’ investment will increase the investments of our officers and directors because of the comparatively low purchase price at which their initial investment was made.

Longview’s initial stockholders and its other directors and officers at the time of its initial public offering have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Longview's Sponsor and our other directors and officers as of the time of our initial public offering have agreed, pursuant to the terms of the Sponsor Letter Agreement, to vote their sponsor shares and any public shares held by them 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 of this proxy statement / prospectus, our initial stockholders hold approximately 20% of the voting power of Longview in the aggregate. Additionally, funds affiliated with Glenview and an investment vehicle controlled by individuals affiliated with Glenview, representing approximately 6.4% of the voting power of Longview are expected to vote their shares of Longview Class A common stock, acquired as part of their purchase of units in our initial public offering, in favor of the Business Combination Proposal and the other Transaction Proposals being presented at the Special Meeting. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if our initial stockholders had agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

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Neither the Longview Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

Neither the Longview Board nor any committee thereof is required to obtain an opinion from an independent investment bank that is a member of the Financial Industry Regulatory Authority, Inc. or from an independent accounting firm that the price that Longview is paying for HeartFlow is fair to Longview from a financial point of view. Neither the Longview Board nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the Longview Board and management conducted due diligence on HeartFlow and researched the industry in which HeartFlow operates. The Longview Board reviewed, among other things, financial due diligence materials prepared by Longview management and professional advisors, including trading multiples and other valuation metrics for comparable companies, market opportunity studies conducted by an independent consulting firm engaged to assess the size and scope of the market for HeartFlow’s products, HeartFlow’s financial projections and the various factors that may cause the company to miss or exceed its projections and the financial terms set forth in the Business Combination Agreement, and concluded that the Business Combination was in the best interest of its stockholders. Accordingly, investors will be relying solely on the judgment of the Longview Board and management in valuing HeartFlow, and the Longview Board and management may not have properly valued HeartFlow’s business. The lack of a third-party valuation may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

Because HeartFlow will become a publicly traded company through a merger as opposed to an underwritten public offering, no underwriter has conducted due diligence in connection with the transaction.

In an underwritten public offering, underwriters typically conduct due diligence on the issuer in order to establish a due diligence defense against liability claims under federal securities laws. Because Longview is already a publicly traded company, no underwriter has conducted due diligence in connection with the business combination transaction. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.

Longview’s initial stockholders, directors, officers, advisors and their affiliates, as well as funds affiliated with Glenview, may elect to purchase shares or public warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of our common stock.

Longview’s initial stockholders, directors, officers, advisors or any of their 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. 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. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

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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. In addition, if such purchases are made, the public “float” of our common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Longview’s outstanding warrants will become exercisable for New HeartFlow common stock upon the 30th day following the Business Combination. The exercise of these outstanding warrants will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the Business Combination, there will be outstanding public warrants to purchase 11,978,400 shares of New HeartFlow common stock at an adjusted exercise price of $11.73 per share, assuming no redemptions, which warrants will become exercisable commencing 30 days following the Closing. In addition, there will be private placement warrants outstanding exercisable for 8,506,400 shares of New HeartFlow common stock at an adjusted exercise price of $11.73 per share. In certain circumstances, the public warrants and private placement warrants may be exercised on a cashless basis. To the extent such warrants are exercised, additional shares of New HeartFlow common stock will be issued, which will result in dilution to the holders of New HeartFlow common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New HeartFlow common stock, the impact of which is increased as the value of our stock price increases.

Longview’s warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its financial results.

On April 12, 2021, the SEC issued a statement (the “SEC Statement”) discussing the accounting implications of certain terms that are common in warrants issued by special purpose acquisition companies. In further consideration of the SEC Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity, and concluded that their public warrants and private placement warrants, include provisions that, based on the SEC Statement, preclude the warrants from being classified as components of equity. As a result, Longview has classified the warrants as liabilities. Under this accounting treatment, Longview is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in Longview’s operating results for the current period. As a result of the recurring fair value measurement, Longview’s financial statements and results of operations may fluctuate quarterly based on factors which are outside Longview’s control. Longview expects to recognize non-cash gains or losses due to the quarterly fair valuation of the warrants and that such gains or losses could be material.

Longview has identified a material weakness in its internal control over financial reporting as of December 31, 2020. If Longview, and after the business combination, New HeartFlow, is unable to develop and maintain an effective system of internal control over financial reporting, Longview, and after the business combination, New HeartFlow, may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Longview, and after the business combination, New HeartFlow, and materially and adversely affect its business and operating results.

After reviewing warrant accounting policies, Longview’s management and its audit committee concluded that it was appropriate to revise its previously issued audited financial statements. See “— Longview’s warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its financial results” included elsewhere in this proxy statement/prospectus. As part of such process, Longview identified a material weakness in its internal controls over financial reporting with respect to the classification of the Longview’s warrants and the Forward Purchase Agreement as components of equity instead of as liabilities, as well as the related determination of the fair value of warrant liabilities, additional paid-in capital and accumulated deficit, and related financial disclosures.

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Longview intends to address this material weakness by enhancing its processes to identify and appropriately apply applicable accounting requirements to better evaluate its research and understanding of the nuances of the complex accounting standards that apply to its financial statements. Longview’s current plans include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and thirdparty professionals with whom it consults regarding complex accounting applications. Longview has also retained the services of a valuation expert to assist in valuation analysis of the warrants and Forward Purchase Agreement on a quarterly basis.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for Longview, and after the business combination, New HeartFlow, to provide reliable financial reports and prevent fraud. Longview continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If Longview, and after the business combination, New HeartFlow, identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, Longview, and after the business combination, New HeartFlow, may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. Longview cannot assure you that the measures it has taken to date, or any measures Longview, and after the business combination, New HeartFlow, may take in the future, will be sufficient to avoid potential future material weaknesses.

Longview may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

Following the issuance of the SEC Statement, Longview’s management and audit committee concluded that it was appropriate to revise our previously issued audited financial statements. See “— Longview’s warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its financial results” included elsewhere in this proxy statement/prospectus. As part of such revision, Longview identified a material weakness in its internal controls over financial reporting. As a result of such material weakness, the revision described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, Longview faces potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the revision and material weaknesses in its internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement / prospectus, we have no knowledge of any such litigation or dispute arising due to revision or material weakness of Longview’s internal controls over financial reporting. However, Longview can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on Longview’s business, results of operations and financial condition or our ability to complete a business combination.

Even if we consummate the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, which is the 30th day following the Closing of the Business Combination, and they may expire worthless.

The adjusted exercise price for the outstanding warrants, assuming no redemptions, is $11.73 per share of New HeartFlow common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable, which is the 30th day following the Closing of the Business Combination, and prior to their expiration, and as such, the warrants may expire worthless.

Our stockholders will experience immediate dilution as a consequence of the issuance of shares of New HeartFlow common stock in the Transactions. Having a minority share position may reduce the influence that our current stockholders have on the management of New HeartFlow.

Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination based on an assumed

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Closing Date of October 31, 2021, Longview’s public stockholders will hold 59,900,000 shares of New HeartFlow common stock, or approximately 23.9% of the outstanding New HeartFlow common stock representing 23.9% of the voting power following the Business Combination.

There are currently outstanding an aggregate of 23,600,000 warrants to acquire shares of Longview Class A common stock, which comprise 9,800,000 private placement warrants held by Longview’s initial stockholders at the time of Longview’s initial public offering and 13,800,000 public warrants. Each of Longview’s outstanding whole warrants is exercisable commencing 30 days following the Closing, for one share of Longview Class A common stock and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one share of New HeartFlow common stock in accordance with its terms. The terms of the warrants provide that if the number of outstanding shares of Longview Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Longview Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Longview Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Longview Class A common stock and the exercise price will be increased correspondingly to account for such consolidation, combination, reverse stock split, reclassification or similar event. In addition, in certain circumstances, if at any time while the warrants are outstanding and unexpired, we pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of Longview Class A common stock on account of such shares of Longview Class A common stock (or other shares of our capital stock into which the warrants are convertible) then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Longview Class A common stock in respect of such event. Therefore, assuming no redemptions, as a result of the Reverse Stock Split and the Return of Capital Distribution, the public warrants would be exercisable for 11,978,400 shares of common stock and the private placement warrants would be exercisable for 8,506,400 shares of common stock at an adjusted exercise price of $11.73. 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 HeartFlow common stock is issued as a result of such exercise, with payment to New HeartFlow of the adjusted exercise price of $11.73 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 20,484,800 shares, with approximately $240,286,704 paid to exercise the warrants.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Longview has conducted due diligence on HeartFlow and New HeartFlow, Longview cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Longview’s or New HeartFlow’s control will not later arise. As a result, New HeartFlow may incur additional costs and expenses and may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New HeartFlow reports charges of this nature could contribute to negative market perceptions about New HeartFlow or its securities. In addition, charges of this nature may cause New HeartFlow to violate net worth or other covenants to which it may be subject. Accordingly, any Longview stockholders or warrant holders could suffer a reduction in the value of their securities.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Longview’s securities prior to the Closing may decline. The market values of Longview’s securities at the time of the Business Combination may vary significantly from their prices on the

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date the Business Combination Agreement was executed, the date of this proxy statement / prospectus, or the date on which Longview stockholders vote on the Business Combination. The number of shares to be issued pursuant to the Business Combination Agreement is based on an Exchange Ratio of 3.523 shares of New HeartFlow common stock per share of HeartFlow common stock and will not be adjusted to reflect any changes in the market price of Longview Class A common stock.

In addition, following the release of cash from the Trust Account in connection with the Closing, fluctuations in the price of New HeartFlow’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of HeartFlow and trading in the shares of Longview Class A common stock has not been active. Accordingly, the valuation ascribed to HeartFlow in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New HeartFlow securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and New HeartFlow securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of New HeartFlow’s securities may include:

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actual or anticipated fluctuations in New HeartFlow’s quarterly financial results or the quarterly financial results of companies perceived to be similar to New HeartFlow;

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changes in the market’s expectations about New HeartFlow’s operating results;

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success of competitors;

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operating results failing to meet the expectations of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning New HeartFlow or the industry in which New HeartFlow operates in general;

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operating and stock price performance of other companies that investors deem comparable to New HeartFlow;

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ability to market new and enhanced products and services on a timely basis;

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ability to achieve or maintain favorable levels of reimbursement, government and other third-party payer coverage;

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security breaches, loss of data and other technology related disruptions;

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ability to comply with evolving regulations, including healthcare, regulatory approvals and clearances, privacy and security regulations;

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changes in laws and regulations affecting New HeartFlow’s business;

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commencement of, or involvement in, litigation involving New HeartFlow;

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changes in New HeartFlow’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of shares of New HeartFlow common stock available for public sale;

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any major change in New HeartFlow’s board or management or to key personnel;

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sales of substantial amounts of New HeartFlow common stock by our or New HeartFlow’s directors, executive officers or significant stockholders or the perception that such sales could occur;

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any material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

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Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New HeartFlow could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Longview may be the target of securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into business combination agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Longview’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, which may adversely affect Longview or HeartFlow or, if the Business Combination is completed but delayed, New HeartFlow’s business, financial position and results of operations.

Following the Closing of the Business Combination, Longview will not have any right to make damage claims against HeartFlow or HeartFlow’s stockholders for the breach of any representation, warranty or covenant made by HeartFlow in the Business Combination Agreement.

The Business Combination Agreement provides that the representations, warranties and covenants of the parties contained therein terminate at the Effective Time, except for those covenants that by their terms expressly contemplate performance after the Effective Time as well as the representations and warranties of HeartFlow and Longview regarding investigation and exclusivity of representations and warranties. Accordingly, no claim for breach of any such representation, warranty, agreement or covenant, detrimental reliance or other right or remedy may be brought with respect thereto after the Effective Time, except for covenants to be performed in whole or in part after the Effective Time. As a result, Longview will have no remedy available to it if the Business Combination is consummated and it is later revealed that, at the time of the Business Combination, there was a breach of any of the representations, warranties and covenants made by HeartFlow prior to the Effective Time.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of New HeartFlow, some of whom may be from Longview and HeartFlow, and some of whom may join New HeartFlow following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of New HeartFlow.

Our ability to successfully effect the Business Combination and be successful thereafter will be dependent upon the efforts of our key personnel. Although some of Longview’s key personnel may remain with New HeartFlow in advisory positions following the Business Combination, we expect New HeartFlow’s current management to remain in place. We cannot assure you that we will be successful in integrating and retaining such key personnel, or in identifying and recruiting additional key individuals we determine may be necessary following the Business Combination.

New HeartFlow’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement / prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement / prospectus is presented for illustrative purposes only and is not necessarily indicative of what New HeartFlow’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. Accordingly, such pro forma financial information may not be indicative

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of New HeartFlow’s future operating or financial performance and New HeartFlow’s actual financial condition and results of operations may vary materially from our pro forma results of operations and balance sheet contained elsewhere in this proxy statement / prospectus, including as a result of such assumptions not being accurate. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that the New HeartFlow common stock issued in connection with the Business Combination will be approved for listing on a national securities exchange, or that we will be able to comply with the continued listing standards of such national securities exchange.

New HeartFlow common stock and public warrants are expected to be listed on a national securities exchange following the Business Combination. It is a condition of the consummation of the transactions contemplated by the Business Combination Agreement that the New HeartFlow common stock and public warrants are approved for listing on Nasdaq (subject to official notice of issuance), but such condition may be waived by the parties. If we list our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. For instance, our stock price would generally be required to be at least $4.00 per share, and we will be required to have a minimum of 400 unrestricted round lot holders. We cannot assure you that we will be able to meet those initial listing requirements at that time. New HeartFlow’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, a national securities exchange delists New HeartFlow common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for our securities;

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a determination that New HeartFlow common stock is a “penny stock,” which will require brokers trading in New HeartFlow common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New HeartFlow common stock;

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a limited amount of analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

In addition, even if New HeartFlow’s securities are listed as of the Closing of the Business Combination, New HeartFlow may be unable to maintain the listing of its securities in the future.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price in our initial public offering).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

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management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete the Business Combination within the prescribed time frame, or upon the exercise of a redemption right in connection with the Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. We have not independently verified whether Longview Investors II LLC has sufficient funds to satisfy its indemnity obligations to us and believe that Longview Investors II LLC’s only assets are securities of Longview and, therefore, Longview Investors II LLC may not be able to satisfy those obligations. We have not asked Longview Investors II LLC to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per public share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our Longview Investors II LLC, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

Longview Investors II LLC has agreed that it will be liable to us if and to the extent any claims by a third party 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 (i) $10.00 per public share and (ii) 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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), 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 of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Longview Investors II LLC will not be responsible to the extent of any liability for such third party claims. While we currently expect that our independent directors would take legal action on our behalf against Longview Investors II LLC to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in certain instances. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our stockholders in connection with our liquidation would be reduced.

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If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Longview Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing members of the Longview Board and us to claims of punitive damages.

The Current Charter states that we must complete our initial business combination by March 23, 2023. If we have not completed an initial business combination by then (or such later date as our stockholders may approve in accordance with the Current Charter), 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 the Longview Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, the Longview Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of our initial public offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of our initial public offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with those procedures.

Because we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders

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with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of our initial public offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement / prospectus, they will not be entitled to redeem their shares of Longview Class A common stock for a pro rata portion of the Trust Account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to the Transfer Agent by New York City time, on , 2021. Stockholders electing to redeem their shares will receive their pro rata portion of the funds held 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, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The ability of Longview stockholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that stockholders would have to wait for liquidation in order to redeem their stock.

At the time we entered into the Business Combination Agreement and related agreements for the Business Combination, we did not know how many stockholders would exercise their redemption rights, and therefore we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. The Business Combination Agreement requires us to have at least $345.0 million of aggregate cash proceeds comprising (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) and (ii) the aggregate cash proceeds, if any, actually received by Longview in connection with the Forward Purchase. The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.

If you or a “group” of stockholders of which you are a part are deemed to hold in excess of 15% of the Longview Class A common stock, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of Longview Class A common stock.

A public stockholder, together with any of his, her or its affiliates or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Longview Class A common stock, or the “Excess Shares,” without Longview’s prior consent. However, the stockholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination will not be restricted. Your inability to redeem the Excess Shares will reduce your influence over Longview’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Longview if you sell such Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such Excess Shares if Longview consummates the Business Combination. As a result, you will continue to hold that number of shares exceeding 15% of Longview

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Class A common stock and, in order to dispose of such Excess Shares, would be required to sell your stock in open market transactions, potentially at a loss.

Longview does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination even if a substantial majority of Longview’s stockholders do not agree.

Longview’s existing governance documents do not provide a specified maximum redemption threshold, except that Longview will only redeem public shares so long as, after payment of the deferred underwriting commissions and after such redemptions, Longview’s net tangible assets will be at least $5,000,001 after giving effect to the Transactions (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

As a result, Longview may be able to complete the Business Combination even though a substantial majority of public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Longview Investors II LLC, officers, directors, advisors or any of their affiliates. Longview will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Special Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons. In the event the aggregate cash consideration we would be required to pay for all shares of Longview common stock that are validly submitted for redemption plus any amount required to satisfy the Aggregate Transaction Proceeds Condition pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Longview stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to Closing”), or that other Closing conditions are not satisfied. If Longview does not complete the Business Combination, Longview could be subject to several risks, including:

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the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

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negative reactions from the financial markets, including declines in the price of Longview Class A common stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

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the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

The exercise of Longview’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Longview’s stockholders’ best interest.

In the period leading up to the Closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Longview to agree to amend the Business Combination Agreement, to consent to certain actions taken by HeartFlow or to waive rights that Longview is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of HeartFlow’s business, a request by HeartFlow to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would

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entitle Longview to terminate the Business Combination Agreement. In any of such circumstances, it would be at Longview’s discretion, acting through the Longview Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or officers described in the preceding risk factors may result in a conflict of interest on the part of such director(s) or officer(s) between what he or they may believe is best for Longview and its stockholders and what he or they may believe is best for themselves in determining whether or not to take the requested action. For example, members of the Longview Board each hold sponsors shares, which were transferred to them by Longview Investors II LLC in January 2021 and which Longview Investors II LLC purchased for approximately $0.0014 per share prior to our initial public offering. In addition, certain members of the Longview Board are affiliated with Glenview Capital and Longview Investors II LLC. In the event we are unable to consummate the Business Combination or to complete an initial business combination by March 23, 2023, Longview Investors II LLC will lose all of its investment in Longview. For additional information see “Certain Relationships and Related Party Transactions — Longview.” As of the date of this proxy statement / prospectus, Longview does not believe there will be any changes or waivers that Longview’s directors and executive officers would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, Longview will circulate a new or amended proxy statement / prospectus and resolicit Longview’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

Longview may waive one or more of the conditions to the consummation of the Transactions without stockholder approval.

Longview may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the Transactions, to the extent permitted by applicable law. If Longview waives the satisfaction of a material condition to the consummation of the Transactions, Longview will evaluate the appropriate facts and circumstances at that time and re-solicit stockholder approvals of the Business Combination Proposal if required to do so by applicable law or the rules of the NYSE. In some cases, if the Longview Board determines that such waiver or its effect on Longview’s stockholders does not rise to the level of materiality that would require re-solicitation of proxies pursuant to applicable law or the rules of the NYSE, the consequence of such waiver would be that Longview would complete the Transactions without seeking further stockholder approval.

For example, it is a condition to Longview’s obligations to close the Business Combination that HeartFlow will have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by HeartFlow under the Business Combination Agreement. However, if the Longview Board determines that a given breach by HeartFlow of this obligation does not rise to the level of materiality that would require re-solicitation of proxies, then the Longview Board may elect to waive that condition and close the Business Combination. Any determination to waive any condition to its obligations to consummate the Transactions or as to re-soliciting Longview stockholder approval or amending the proxy statement / prospectus as a result of a waiver will be made by the Longview Board at the time of such waiver based on the facts and circumstances as they exist at that time.

Risks Related to HeartFlow Business and Industry

Our success currently depends entirely on the sales of our only product, the HeartFlow Analysis, and we will need to generate significant revenue from this product in order to achieve and maintain profitability.

We expect to continue to derive all of our revenue from sales of our only product, the HeartFlow Analysis, for the foreseeable future. We currently have no other product for sale, and if we are unable to increase revenue generated from sales of our product, we may never be able to achieve or maintain profitability. Our ability to increase sales and generate revenue is uncertain, and we may never be able to achieve profitability for many reasons, including:

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our product may not achieve widespread adoption among healthcare providers;

•

payers, such as insurance companies and government insurance programs, may decide not to reimburse for our product, or may set or reduce the amounts of such reimbursements too low;

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healthcare industry trends may move in directions that do not provide adequate incentives for the adoption of our product;

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the results of clinical trials and any additional clinical and economic utility data that we or others may develop, present and publish may not support previous trials and data, and may not be sufficient to convince healthcare providers to adopt our product and payers to provide adequate reimbursement;

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our sales and marketing efforts may fail to effectively reach healthcare providers and payers and communicate effectively the benefits of using our product;

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competitors may develop a product that successfully competes with ours;

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we may not be able to obtain regulatory approval for future versions of our product, new indications for use of our product or other future products;

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there may be changes in existing or anticipated clinical guidelines, or the timing of adoption of positive clinical guidelines that support the use of the HeartFlow Analysis;

•

there may be changing market conditions and disruptions to our business and the industry our customers operate in, our supply chain, and general operations caused by COVID-19 (including in response to any COVID-19 measures);

•

we may face product liability claims that could result in costly litigation and significant liabilities;

•

we may be unable to meet the privacy and data security requirements established by regulatory authorities or payers in order to obtain reimbursement for our product, including in particular the standards imposed by the Center for Medicare & Medicaid Services (“CMS”) to obtain Medicare reimbursements;

•

we or one of our service healthcare providers may experience a privacy or data security breach;

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we may be unable to market our product in certain jurisdictions where our potential customers are not required to adopt and do not adopt privacy standards comparable to those we are subject to in the U.S. and the EU as a result of our handling of patient identifiers and other personal information;

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we may be adversely affected by technology problems that result in service outages for our product, including as a result of our reliance on Amazon Web Services (“AWS”) as the sole provider of our cloud-based platform; and

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any of the other risks described in this document, particularly the risks described under the heading “Risks Related to HeartFlow.”

Because of these numerous risks and uncertainties, we are unable to predict the extent to which we will generate revenue, the timing for when or the extent to which we will become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue our operations. A decline in the value of our company could cause you to lose all or part of your investment.

If healthcare providers are unwilling to change their standard practice regarding the evaluation of coronary artery disease, our ability to successfully commercialize will be adversely affected.

Our success depends on physicians, hospitals and other healthcare providers adopting and using the HeartFlow Analysis to aid in the evaluation of coronary artery disease (“CAD”). We may face challenges in obtaining provider adoption of our product. Our product was cleared to market in late 2013 in Europe and in early 2015 in the U.S. The HeartFlow Analysis is now also commercially available in Canada, the U.K., Europe and Japan. Many physicians have extensive experience with the existing tests for CAD and have established relationships with the companies that provide these tests. Existing tests to evaluate CAD, such as exercise EKG, stress echocardiography, coronary computed tomography angiography scan (“CTA”) and coronary angiography, are well established as part of physicians’ routine evaluation of CAD, and have been used for many years. Existing tests are performed in a high enough volume that healthcare providers generate sufficient revenue from their use and are well versed in their use, reimbursement and outcomes.

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Therefore, healthcare providers may be averse to adopting our product if they believe it will require too much effort and work to adopt into practice or that they will lose revenue by reducing the number of tests that are performed. Further, healthcare providers may be slow to change their practices because of perceived risks of using a new product. Healthcare providers may not find our clinical data compelling and may not recommend or use our product until they receive additional recommendations from other physicians that our product has a clinical benefit, or at all. Physicians have been, and may continue to be, slower to adopt or recommend our product because we have a limited commercial track record, our product has the potential to reduce healthcare providers’ existing revenue and we do not yet have reimbursement from a substantial number of payers.

In addition, our product relies on a coronary CTA first being performed, which is not currently done with great frequency in connection with assessing CAD. Moreover, the quality of the CTA performed must meet HeartFlow quality standards. Healthcare providers may choose not to adopt our product if they are not able to obtain an adequate CTA. Further, if future studies and trials or other events, including reimbursement rates of CTA, adversely impact the rate of use of CTAs in practice, then healthcare providers may be less willing to adopt a technology that uses CTAs.

Also, our product may prove to be more difficult than we expect to integrate into standard practice because a provider may be resistant to introduce a SaaS product into their workflow. Due to different laws, policies and preferences of healthcare providers regarding patient privacy both in the U.S. and abroad, they may be averse to sending data externally (outside of their facility) or abroad, and may have restrictions on the use of the Internet at their facility.

We expect that addressing these and similar issues will require a significant amount of our time and resources, and if we are unsuccessful, healthcare providers will likely not adopt our product into practice. We cannot predict when, if ever, healthcare providers will adopt use of our product. If our product is unable to gain acceptance by healthcare providers, our ability to commercialize our product successfully will be negatively impacted.

Reimbursement by the Medicare program is highly regulated and subject to change; our failure to comply with applicable regulations could result in decreased revenue and may subject us to penalties or have an adverse impact on our business.

Approximately 44% of our U.S. customer’s patients that receive HeartFlow Analysis are traditional fee-for-service Medicare patients administered by CMS. Although most of these claims are billed to Medicare by our provider customers, an immaterial number of the claims are directly billed to Medicare by HeartFlow’s billing entity. Under CMS guidelines for enrollment and participation in the Medicare program, CMS designates our billing entity as an independent diagnostic testing facility (“IDTF”). CMS imposes extensive and detailed requirements on IDTFs, including but not limited to, rules that govern how we are certified for enrollment in the Medicare program, how we structure our relationships with physicians, how and when we submit reimbursement claims, how we operate our facility and how and where we provide our services to patients, including restrictions on potential send all arrangements. Our failure to comply with applicable CMS rules could result in a discontinuation of our reimbursement from the Medicare program, our being required to return funds already paid to us, civil monetary penalties, criminal penalties and/or exclusion from federal health care programs.

Changes in government payer coverage, coding and payment for the HeartFlow Analysis could affect the adoption of the HeartFlow Analysis and our profitability.

Government payers may change their reimbursement policies, including coverage, coding and payment amounts, in a way that would prevent or limit reimbursement for the adoption of the HeartFlow Analysis by providers, which would significantly harm our business.

Under the Medicare program, formal policies regarding which products or services are covered benefits can be developed at the national level through a national coverage determination (“NCD”) by CMS, or at the local level through a local coverage determination (“LCD”) by one or more of the regional Medicare Administrative Contractors (“MACs” and each, a “MAC”) which are private contractors that process and pay claims on behalf of CMS for different regions. In the absence of a specific NCD, as is the case with

	ABOUT THIS DOCUMENT
	MARKET AND INDUSTRY DATA
	ADDITIONAL INFORMATION					iii
	TRADEMARKS					iii
	CERTAIN DEFINED TERMS					1
	QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING					8
	SUMMARY OF THE PROXY STATEMENT / PROSPECTUS					24
	SUMMARY HISTORICAL FINANCIAL INFORMATION OF LONGVIEW					39
	SUMMARY HISTORICAL FINANCIAL INFORMATION OF HEARTFLOW					40
	MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION					45
	RISK FACTORS					46
	INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION					105
	THE SPECIAL MEETING					106
	THE BUSINESS COMBINATION PROPOSAL					114
	THE BUSINESS COMBINATION AGREEMENT					132
	RELATED AGREEMENTS					153
	THE CHARTER AMENDMENT PROPOSAL					157
	THE ADVISORY CHARTER AMENDMENT PROPOSALS					159
	THE SHARE ISSUANCE PROPOSAL					162
	THE DIRECTOR ELECTION PROPOSAL					163
	THE EQUITY INCENTIVE PLAN PROPOSAL					164
	THE ESPP PROPOSAL					169
	THE ADJOURNMENT PROPOSAL					173
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					174
	OTHER INFORMATION RELATED TO LONGVIEW					187
	SELECTED HISTORICAL FINANCIAL INFORMATION OF LONGVIEW					195
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LONGVIEW					196
	BUSINESS OF NEW HEARTFLOW					201
	SELECTED HISTORICAL FINANCIAL INFORMATION OF HEARTFLOW					240
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HEARTFLOW					241
	DESCRIPTION OF NEW HEARTFLOW SECURITIES					260
	SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK					273
	COMPARISON OF STOCKHOLDER RIGHTS					274
	BENEFICIAL OWNERSHIP OF SECURITIES					285
	NEW HEARTFLOW MANAGEMENT AFTER THE BUSINESS COMBINATION					289
	HEARTFLOW'S EXECUTIVE AND DIRECTOR COMPENSATION					295
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					306
	LEGAL MATTERS					308
	EXPERTS					308
	DELIVERY OF DOCUMENTS TO STOCKHOLDERS					308

	CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					309
	STOCKHOLDER PROPOSALS AND NOMINATIONS					317
	STOCKHOLDER COMMUNICATIONS					317
	WHERE YOU CAN FIND MORE INFORMATION					318
	INDEX TO FINANCIAL STATEMENTS					F-1
	Annex A-I Business Combination Agreement					A-I-1
	Annex A-II Amendment No. 1 to Business Combination Agreement					A-II-1
	Annex B Proposed Charter					B-1
	Annex C Form of Amended and Restated Bylaws of New HeartFlow					C-1
	Annex D Form of HeartFlow Group, Inc. 2021 Equity Incentive Plan					D-1
	Annex E Form of HeartFlow Group, Inc. 2021 Employee Stock Purchase Plan					E-1
	PART II INFORMATION NOT REQUIRED IN PROSPECTUS					II-1