S-1MEF 1 nt10017823x8_s1mef.htm S-1MEF
As filed with the Securities and Exchange Commission on March 18, 2021
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Longview Acquisition Corp. II
(Exact name of registrant as specified in its charter)
         
Delaware
 
6770
 
86-3650296
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
 
(I.R.S. Employer
Identification No.)
767 Fifth Avenue, 44th Floor
New York, New York 10153
(212) 812-4700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Rodin
Chief Executive Officer
Longview Acquisition Corp. II
767 Fifth Avenue, 44th Floor
New York, New York 10153
(212) 812-4700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
     
Paul D. Tropp, Esq.
Christopher J. Capuzzi, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 596-9000
 
Gregg A. Noel, Esq.
Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 333-252594

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
             
Large accelerated filer
 
 
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.

CALCULATION OF REGISTRATION FEE
                 
 
Title of each class of
 
securities to be registered
 
Amount
 
to be
 
Registered
 
Proposed
 
maximum
 
offering price
 
per share(1)
 
Proposed
 
maximum
 
aggregate
 
offering price(1)
 
Amount of
 
registration fee
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant(2)
 
 11,500,000 Units
 
$10.00
 
$115,000,000
 
$12,547
Shares of Class A Common Stock included as part of the Units(3)
 
11,500,000 Shares
 
 
 
— (4)
Redeemable warrants included as part of the Units(3)
 
2,300,000 Warrants
 
 
 
— (4)
Shares of Class A common stock included as part of the redeemable warrants(3)
 
2,300,000
 
Shares
 
11.50(5)
 
26,450,000
 
2,886
Total
         
$141,450,000
 
$15,433 (6)
 
(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252594). Includes 1,500,000 units, consisting of 1,500,000 shares of Class A common stock and 300,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4)
No fee pursuant to Rule 457(g).
(5)
Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
(6)
The Registrant previously registered securities having a proposed maximum aggregate offering price of $575,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-252594), which was declared effective by the Securities and Exchange Commission on March 18, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $115,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.


EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Longview Acquisition Corp. II, a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252594) (the “Prior Registration Statement”), initially filed by the Registrant on January 29, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on March 18, 2021. This Registration Statement covers the registration of an additional 11,500,000 of the Registrant’s units (including 1,500,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of March 19, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 19, 2021.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-252594) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
     
Exhibit
No.
 
Description
   
 
Opinion of Ropes & Gray LLP
   
 
Consent of WithumSmith+Brown, PC
   
 
Consent of Ropes & Gray LLP (included in Exhibit 5.1)
   

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 18th day of March, 2021.

 
Longview Acquisition Corp. II
     
 
By:
/s/ Mark Horowitz
 
Name:
Mark Horowitz
 
Title:
Chief Financial Officer
     
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature
Title
Date
     
/s/ Larry Robbins
Larry Robbins
 
Chairman
March 18, 2021
/s/ John Rodin
John Rodin
Chief Executive Officer and Director (Principal Executive Officer)
March 18, 2021
     
/s/ Mark Horowitz
Mark Horowitz
Chief Financial Officer (Principal Financial and Accounting Officer)
March 18, 2021
     
/s/ Westley Moore
Westley Moore
Director
March 18, 2021
     
/s/ Shalinee Sharma
Shalinee Sharma
Director
March 18, 2021
     
/s/ Brian Zied
Brian Zied
Director
March 18, 2021