Attached files
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| EX-99.1 - EXHIBIT 99.1 - Butterfly Network, Inc. | nc10012442x1_ex99-1.htm |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2020
LONGVIEW
ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39292
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84-4618156
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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767 Fifth Avenue, 44th Floor
New York, NY
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10153
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(Address of principal executive offices)
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(Zip Code)
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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 to the registrant under any of the
following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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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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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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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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 or Rule 12b-2 of the
Securities Exchange Act of 1934.
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 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 26, 2020, Longview Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of
36,000,000 units (the “Units”) at an offering price of $10.00 per Unit and a private placement with Longview Investors LLC (the “Sponsor”) of 6,133,333 private placement warrants at a price of $1.50 per warrant (the “Private Placement”). The net
proceeds from the IPO together with certain of the proceeds from the Private Placement, $360,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public stockholders and the
underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal from interest earned on the Offering Proceeds in the trust account to fund franchise and income taxes payable, or upon the
redemption by public stockholders of Class A common stock in connection with certain amendments to the Company’s amended and restated certificate of incorporation, none of the funds held in the trust account will be released until the earlier of
the completion of the Company’s initial business combination or the redemption of 100% of the shares of Class A common stock included in the Units and issued by the Company in the IPO if the Company is unable to consummate an initial business
combination within 24 months from the closing of the IPO.
An audited balance sheet as of May 26, 2020 reflecting receipt of the Offering Proceeds has been issued by the Company
and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Audited Balance Sheet
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SIGNATURE
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.
Dated: June 1, 2020
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LONGVIEW ACQUISITION CORP.
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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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