![]() In connection with the proposed Business Combination, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of the Company’s common stock in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of the Company to be issued in the Business Combination. Important Information about the Business Combination and Where to Find It ![]() Attached as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation dated November 2020, which has been used in connection with the PIPE Financing and will be used by the Company with respect to the Business Combination.Ī webcast providing material terms of the proposed Business Combination can be accessed by visiting the link at Longview’s website at or at Butterfly’s website at. The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.Ĭoncurrently with the execution of the Business Combination Agreement, on November 19, 2020, Longview entered into subscription agreements with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, immediately prior to the closing of the Business Combination, an aggregate of 17,500,000 shares of the Company’s Class A common stock at a price of $10.00 per share, for aggregate gross proceeds of $175,000,000 (the “PIPE Financing”). The Business Combination was unanimously approved by Longview’s board of directors on November 19, 2020. The Company issued a press release announcing the execution of the Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Clay Merger Sub, Inc., a wholly-owned subsidiary of the Company, and Butterfly. (“Longview” or the “Company”) announced a proposed business combination (the “Business Combination”) between Longview and Butterfly Network, Inc. On November 20, 2020, Longview Acquisition Corp. 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 13(a) of the Exchange Act. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 Shares of Class A common stock included as part of the units Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant Securities registered pursuant to Section 12(b) of the Act: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ![]() Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (Former name or former address, if changed since last report)Ĭheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Registrant’s telephone number, including area code: (212) 812-4700 ![]() (Address of principal executive offices, including zip code) ![]() (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): November 19, 2020 ![]()
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