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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Longview Acquisition Corp II | NYSE:LGV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.09 | 0 | 01:00:00 |
Delaware
|
85-3650296
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable Warrant
|
LGV.U
|
The New York Stock Exchange
|
||
Class A Common Stock, par value $0.0001 per share
|
LGV
|
The New York Stock Exchange
|
||
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
|
LGV WS
|
The New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
|
Emerging growth company
|
☒
|
Page
|
||
Part I. Financial Information
|
||
Item 1. Interim Condensed Financial Statements
|
||
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
17
|
||
20
|
||
20
|
||
Part II. Other Information
|
||
21
|
||
21
|
||
21
|
||
21
|
||
21
|
||
21
|
||
21
|
||
22
|
Item 1.
|
Interim Condensed Financial Statements.
|
September 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
122,427
|
$
|
24,981
|
||||
Prepaid expenses
|
442,231
|
—
|
||||||
Total Current Assets
|
564,658
|
24,981
|
||||||
Deferred offering costs
|
—
|
84,000
|
||||||
Investments held in Trust Account
|
690,103,750
|
—
|
||||||
TOTAL ASSETS
|
$
|
690,668,408
|
$
|
108,981
|
||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,690,072
|
$
|
1,500
|
||||
Accrued offering costs
|
—
|
84,000
|
||||||
Convertible note, net – related party
|
1,741,609
|
—
|
||||||
Total Current Liabilities
|
3,431,681
|
85,500
|
||||||
Derivative liabilities
|
30,444,000
|
—
|
||||||
Deferred underwriting fee payable
|
22,225,000
|
—
|
||||||
Total Liabilities
|
56,100,681
|
85,500
|
||||||
Commitments and Contingencies
|
|
|
||||||
Class A common stock subject to possible redemption 69,000,000 and no shares at $10.00 per
share at September 30, 2021 and December 31, 2020, respectively
|
690,000,000
|
—
|
||||||
Stockholders’ (Deficit) Equity
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding
|
—
|
—
|
||||||
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) at September 30, 2021,
and December 31, 2020,
respectively
|
—
|
—
|
||||||
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 17,250,000
shares issued and outstanding at September 30, 2021, and December 31, 2020
|
1,725
|
1,725
|
||||||
Additional paid-in capital
|
—
|
23,275
|
||||||
Accumulated deficit
|
(55,433,998
|
)
|
(1,519
|
)
|
||||
Total Stockholders’ (Deficit) Equity
|
(55,432,273
|
)
|
23,481
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
690,668,408
|
$
|
108,981
|
Three Months
Ended September 30,
2021
|
Nine months
Ended September 30,
2021
|
|||||||
Operating and formation
costs
|
$
|
3,192,131
|
$ | 4,257,507 | ||||
Loss from operations
|
(3,192,131
|
)
|
(4,257,507 | ) | ||||
Other income (expense):
|
||||||||
Change in fair value of derivative liabilities
|
1,888,000
|
2,752,000 | ||||||
Change in fair value of FPA liabilities
|
6,856,746
|
(9,902,957 | ) | |||||
Change in fair value of convertible note, net – related party
|
8,391
|
8,391
|
||||||
Initial classification of FPA liabilities
|
—
|
9,902,957 | ||||||
Transaction costs allocated to derivative liabilities
|
—
|
(1,001,129 | ) | |||||
Interest earned on
investments held Trust Account
|
71,143
|
103,750 | ||||||
Total other income, net
|
8,824,280
|
1,863,012 | ||||||
Income (loss) before provision for income taxes
|
5,632,149
|
(2,394,495 | ) | |||||
Benefit (provision) for income taxes
|
—
|
—
|
||||||
|
||||||||
Net income (loss)
|
$
|
5,632,149
|
$ | (2,394,495 | ) | |||
Weighted average shares outstanding of Class A common stock
|
69,000,000
|
48,452,206 | ||||||
Basic and diluted net income (loss) per share, Class A common stock
|
$
|
0.07
|
$ | (0.04 | ) | |||
Weighted average shares outstanding of Class B common stock
|
17,250,000
|
16,579,963 | ||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$
|
0.07
|
$ | (0.04 | ) |
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares |
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
(Deficit) Equity
|
||||||||||||||||||||||
Balance — January 1, 2021
|
— | $ | — |
17,250,000
|
$ | 1,725 | $ | 23,275 | $ | (1,519 | ) | $ | 23,481 | |||||||||||||||
Accretion for Class A common stock subject to redemption amount
|
—
|
—
|
—
|
—
|
(23,275
|
)
|
(53,037,984
|
)
|
(53,061,259
|
)
|
||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(11,644,456
|
)
|
(11,644,456
|
)
|
|||||||||||||||||||
Balance — March 31, 2021 (unaudited)
|
— | $ | — | 17,250,000 | $ | 1,725 | $ | — | $ | (64,683,959 | ) | $ | (64,682,234 | ) | ||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
3,617,812
|
3,617,812
|
|||||||||||||||||||||
Balance – June 30, 2021 (unaudited) |
—
|
$ |
—
|
17,250,000
|
$ |
1,725
|
$ |
—
|
$ | (61,066,147 | ) | $ | (61,064,422 | ) | ||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
5,632,149
|
5,632,149
|
|||||||||||||||||||||
Balance – September 30, 2021 (unaudited)
|
—
|
$
|
—
|
17,250,000
|
$
|
1,725
|
$
|
—
|
$
|
(55,433,998
|
)
|
$
|
(55,432,273
|
)
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(2,394,495
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(103,750
|
)
|
||
Change in fair value of derivative liabilities
|
(2,752,000
|
)
|
||
Change in fair value of convertible note, net – related party
|
(8,391
|
)
|
||
Transaction costs allocated to derivative liabilities
|
1,001,129
|
|||
Initial classification of FPA liability
|
9,902,957 | |||
Change in fair value of FPA liability
|
(9,902,957 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(442,231
|
)
|
||
Accounts payable and accrued expenses
|
1,688,572
|
|||
Net cash used in operating activities
|
(3,011,166
|
)
|
||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(690,000,000
|
)
|
||
Net cash used in investing activities
|
(690,000,000
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
677,300,000
|
|||
Proceeds from sale of Private Placements Warrants
|
14,700,000
|
|||
Proceeds from convertible note
|
1,750,000
|
|||
Proceeds from promissory note – related party
|
300,000
|
|||
Repayment of promissory note – related party
|
(300,000
|
)
|
||
Payment of offering costs
|
(641,388
|
)
|
||
Net cash provided by financing activities
|
693,108,612
|
|||
Net Change in Cash
|
97,446
|
|||
Cash – Beginning of period
|
24,981
|
|||
Cash – End of period
|
$
|
122,427
|
||
Non-Cash investing and financing activities:
|
||||
Initial classification of Class A common stock subject to possible redemption
|
$
|
690,000,000
|
||
Deferred underwriting fee payable
|
$
|
22,225,000
|
Gross proceeds
|
$
|
690,000,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
|
(19,182,000
|
)
|
|
Class A common stock issuance costs
|
|
(33,879,259
|
)
|
|
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
53,061,259
|
||
Class A common stock subject to possible redemption
|
$
|
690,000,000
|
|
Three Months Ended
September 30, 2021 |
Nine Months Ended
September 30, 2021 |
||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
||||||||||||
Basic and diluted net income (loss) per common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss), as adjusted
|
$
|
4,505,719
|
$
|
1,126,430
|
$
|
(1,784,018
|
)
|
$
|
(610,477
|
)
|
||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average stock outstanding
|
69,000,000
|
17,250,000
|
48,452,206
|
16,579,963
|
||||||||||||
Basic and diluted net income (loss) per common stock
|
$
|
0.07
|
$
|
0.07
|
$
|
(0.04
|
)
|
$
|
(0.04
|
)
|
|
• |
Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
|
|
• |
Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
• |
Level 3, defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
• |
in whole and not in part;
|
|
• |
at a price of $0.01 per Public Warrant;
|
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
• |
if, and only if, the last reported
sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 10 trading days within a 20-trading
day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.
|
|
• |
in whole and not in part;
|
|
• |
at $0.10 per warrant upon a minimum of 30
days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common
stock except as otherwise described below;
|
|
• |
if, and only if, the last reported
sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 10 trading days within the 20-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
|
• |
if the last reported sale price of
the Class A common stock for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the
outstanding Public Warrants, as described above.
|
|
Held-To-Maturity
|
Level
|
Amortized
Cost
|
Gross
Holding
Gain
|
Fair
Value
|
|||||||||||
September 30, 2021
|
U.S. Treasury Securities (Mature on 10/14/2021)
|
1
|
$
|
690,102,730
|
$
|
4,368
|
$
|
690,107,098
|
Description
|
Level
|
September 30,
2021
|
|||||
Liabilities:
|
|||||||
Derivative Liability – Public Warrants
|
1
|
$
|
17,802,000
|
||||
Derivative Liability – Private Placement Warrants
|
2
|
$
|
12,642,000
|
||||
Convertible Note – related party
|
3
|
$
|
1,741,609
|
Private
Placement
|
Public
|
Total
|
||||||||||
Fair value as of January 1, 2021
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Initial measurement on March 23, 2021 (Initial
Public Offering)
|
14,014,000
|
19,182,000
|
33,196,000
|
|||||||||
Transfers to Level 1
|
—
|
(18,906,000 | ) | (18,906,000 | ) | |||||||
Transfers to Level 2
|
(13,426,000 | ) |
—
|
(13,426,000 | ) | |||||||
Change in fair value
|
(588,000
|
)
|
(276,000
|
)
|
(864,000
|
)
|
||||||
Fair value as of September 30, 2021
|
$
|
—
|
$
|
—
|
$
|
—
|
|
Total
|
|||
Fair value as of January 1, 2021
|
$
|
—
|
||
Proceeds received through convertible note – related party
|
1,750,000
|
|||
Change in fair value
|
(8,391
|
)
|
||
Fair value as of September 30, 2021
|
$
|
1,741,609
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures Regarding Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
No.
|
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
LONGVIEW ACQUISITION CORP. II
|
|
|
|
|
Date: November 15, 2021
|
By:
|
/s/ John Rodin
|
|
Name:
|
John Rodin
|
|
Title:
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: November 15, 2021
|
By:
|
/s/ Mark Horowitz
|
|
Name:
|
Mark Horowitz
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Longview Acquisition Cor... Chart |
1 Month Longview Acquisition Cor... Chart |
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