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, 44^th 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, 44^th 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
5.1	Opinion of Ropes & Gray LLP
23.1	Consent of WithumSmith+Brown, PC
23.2	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

EX-5.1

Exhibit 5.1

ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM  

March 18, 2021

Longview Acquisition Corp. II

767 Fifth Avenue, 44^th Floor

New York, NY 10153

Ladies and Gentlemen:

We have acted as special counsel to Longview Acquisition Corp. II, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “462(b) Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 11,500,000 units of the Company, including the underwriters’ over-allotment option to purchase an additional 1,500,000 units (each, a “Unit” , and collectively, the “Units”), with each Unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-fifth of one redeemable warrant of the Company to purchase one share of Common Stock (each whole warrant, a “Warrant” and collectively, the “Warrants”). The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-252594) (the “Registration Statement”), initially filed by the Company on January 29, 2021 and declared effective by the Commission on March 18, 2021.

In rendering the opinions stated herein, we have reviewed the following:

(a)          the form of Underwriting Agreement proposed to be entered into by and between the Company and UBS Securities LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Units (the “Underwriting Agreement”), filed as Exhibit 1.1 to the Registration Statement;

(b)          the Amended and Restated Certificate of Incorporation of the Company in the form filed as Exhibit 3.2 to the Registration Statement and to be filed with the Secretary of State of the State of Delaware prior to the sale of any Units (the “New Charter”);

(c)          the Bylaws of the Company (the “Bylaws”), filed as Exhibit 3.3 to the Registration Statement;

(d)          the form of Unit certificate, filed as Exhibit 4.1 to the Registration Statement;

Longview Acquisition Corp. II

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(e)          the form of Common Stock certificate, filed as Exhibit 4.2 to the Registration Statement;

(f)          the form of Warrant certificate, filed as Exhibit 4.3 to the Registration Statement;

(g)          the form of Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agreement”), filed as Exhibit 4.4 to the Registration Statement;

(h)          the minutes and records of the corporate proceedings of the Company with respect to the issuance of the Units;

(i)           the Registration Statement and the exhibits thereto; and

(j)           the 462(b) Registration Statement.

In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, as to questions of fact, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the laws of the State of New York and the Delaware General Corporation Law.

Based upon and subject to the foregoing and the assumptions, qualifications and limitations set forth below, we are of the opinion that:

1.          When the Units are delivered to the Underwriters against payment of the agreed upon consideration therefor in accordance with the terms of the Underwriting Agreement, each Unit will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2.          The shares of Common Stock included in the Units and the Warrants will be validly issued, fully paid and nonassessable when, as and if (i) the Units are delivered to and paid for by the Underwriters in accordance with the Underwriting Agreement, (ii) the Registration Statement shall have become effective pursuant to the provisions of the Securities Act and (iii) a prospectus with respect to the Common Stock shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Securities Act and (iv) with respect to the shares of Common Stock included in the Warrants, the Warrants shall have been duly exercised and paid for in accordance with the terms of the Warrant Agreement.

Longview Acquisition Corp. II

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3.          When the Units are delivered to the Underwriters against payment of the agreed upon consideration therefor in accordance with the Underwriting Agreement, each Warrant included in such Units will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Our opinions set forth above are subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally, (ii) general principles of equity, (iii) an implied covenant of good faith and fair dealing and (iv) public policy considerations which may limit the rights of parties to obtain certain remedies. Our opinions are also subject to the qualification that the enforceability of provisions in the Warrant Agreement providing for indemnification or contribution, broadly worded waivers, waivers of rights to damages or defenses, waivers of unknown or future claims, and waivers of statutory, regulatory or constitutional rights may be limited on public policy or statutory grounds.

We do not find it necessary for the purposes of this opinion, and accordingly do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Units and the Warrants and shares of Common Stock included in the Units.

We hereby consent to your filing this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated January 29, 2021, relating to the financial statements of Longview Acquisition Corp. II, appearing in the Amendment No. 2 to Registration Statement on Form S-1, File No. 333- 252594.

/s/ WithumSmith+Brown, PC

New York, New York

March 18, 2021