Current Report Filing (8-k)
26 January 2021 - 8:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 23, 2021
Longview Acquisition Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39292
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84-4618156
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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767 Fifth Avenue, 44th Floor
New York, NY 10153
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (212) 812-4700
Not Applicable
(Former name or former address, if changed since last report)
Check 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:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
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LGVW.U
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The New York Stock Exchange LLC
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Shares of Class A common stock included as part of the units
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LGVW
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The New York Stock Exchange LLC
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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
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LGVW WS
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The New York Stock Exchange LLC
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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).
Emerging growth company x
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. ¨
On January 25, 2021,
Butterfly Network, Inc. (“Butterfly”) issued a press release announcing the resignation of its current chief
executive officer and director, Laurent Faracci, and the appointment of Todd Fruchterman as president, chief executive
officer and director. A copy of Butterfly’s release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Important Information about the Business Combination and
Where to Find It
In connection with the proposed business combination between
Longview Acquisition Corp. (“Longview”) and Butterfly Network, Inc. (the “Business Combination”), 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 when available, 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 January 15, 2021, the record date 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., 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 will be available free of charge at the SEC’s web site at www.sec.gov, or by
directing a request to Longview Acquisition Corp., 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.
Butterfly 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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This
Current Report on Form 8-K 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.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibit.
The exhibits to this Current Report on Form 8-K may contain
hypertext links to information on our website or other parties’ websites. The information on our website and other parties’
websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Longview Acquisition Corp.
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Date: January 25, 2021
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By:
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/s/ Mark Horowitz
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Name:
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Mark Horowitz
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Title:
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Chief Financial Officer
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