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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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Important Information about the Business
Combination and Where to Find It
In connection with the proposed Business Combination
pursuant to the business combination agreement, dated as of July 15, 2021 (as amended, the “Business Combination Agreement”),
by and among Longview Acquisition Corp. II, HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc., the parent company of HeartFlow, Inc.,
Longview has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration
Statement”), which includes a preliminary proxy statement/prospectus and, as amended, will include 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 Longview’s
common stock in connection with Longview’s solicitation of proxies for the vote by Longview’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 Longview to be issued in the Business Combination. Longview’s stockholders and other
interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement and the amendments
thereto and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed Business
Combination, as these materials will contain important information about the parties to the Business Combination Agreement, Longview and
the proposed Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus
and other relevant materials for the proposed Business Combination will be mailed to stockholders of Longview as of a record date to be
established for voting on the proposed Business Combination and other matters as may be described in the Registration Statement. Stockholders
will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other
documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site
at www.sec.gov, or by directing a request to: Longview Acquisition Corp. II, 767 Fifth
Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or to info@longviewacquisition.com.
Participants in the Solicitation
Longview and its directors and executive officers
may be deemed participants in the solicitation of proxies from Longview’s stockholders with respect to the Business Combination.
A list of the names of those directors and executive officers and a description of their interests in Longview is contained in the Registration
Statement for the Business Combination and is available free of charge at the SEC’s web site at www.sec.gov, or by directing
a request to Longview Acquisition Corp. II, 767 Fifth Avenue, 44th Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial
Officer or to info@longviewacquisition.com. Additional information regarding the interests of such participants is contained
in the Registration Statement.
HeartFlow and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Longview in connection with the
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business
Combination is contained in the Registration Statement.
Forward-Looking Statements
This
communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. HeartFlow’s actual results may differ from its expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “indicate,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify
such forward-looking statements. These forward-looking statements include, without limitation, HeartFlow’s statements
regarding the anticipated impact of the CMS payment rates . These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside
Longview’s and HeartFlow’s control and are difficult to predict. Factors that may cause such differences include, but
are not limited to: (1) the ability of Longview and HeartFlow prior to the Business Combination, and the combined company following
the Business Combination, to meet the closing conditions in the Business Combination Agreement, including due to failure to obtain
approval of the stockholders of Longview and HeartFlow or certain regulatory approvals, or failure to satisfy other conditions to
closing in the Business Combination Agreement; (2) 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; (3) the inability to obtain or maintain a
stock exchange listing of the combined company’s Class A common stock, as applicable, following the Business Combination; (4)
the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the
Business Combination; (5) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by,
among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key
employees; (6) costs related to the Business Combination; (7) changes in applicable laws or regulations or the healthcare industry;
(8) the inability of the combined company to raise financing in the future; (9) the success, cost and timing of HeartFlow’s
and the combined company’s product development activities, including market adoption of their current and future products;
(10) the inability of HeartFlow or the combined company to obtain and maintain regulatory approval for their current and future
products, and any related restrictions and limitations of any approved product; (11) the inability of HeartFlow or the combined
company to build effective sales and marketing capabilities to support the combined company’s growth strategy; (12) the
inability of HeartFlow or the combined company to maintain HeartFlow’s existing customer, license, and collaboration
agreements, and arrangements with commercial and government payers; (13) future changes in clinical guidelines, or the timing of
increased adoption and use, if any, of HeartFlow’s products as a result of the publication of positive clinical guidelines
that support the use of HeartFlow’s and the combined company’s products; (14) the inability of HeartFlow or the combined
company 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; (15) the size and growth potential of the markets for HeartFlow’s and the combined
company’s products, and each of their ability to serve those markets, either alone or in partnership with others; (16) the
pricing of HeartFlow’s and the combined company’s products and reimbursement for medical procedures conducted using
HeartFlow’s and the combined company’s products, future changes to or reductions in reimbursement and payment rates, and
whether improvements in reimbursement rates will actually result in increased adoption of HeartFlow’s products; (17)
HeartFlow’s and the combined company’s estimates regarding expenses, future revenue, capital requirements and needs for
additional financing; (18) HeartFlow’s and the combined company’s financial performance; (19) the impact of COVID-19 on
HeartFlow’s business and/or the ability of the parties to complete the Business Combination; and (20) other risks and
uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those
under “Risk Factors” in the Registration Statement, and in Longview’s other filings with the SEC. The
foregoing list of factors is not exclusive. and investors should not place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither HeartFlow nor Longview undertakes or accepts any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in
events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Business Combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.
