Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - Butterfly Network, Inc.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): June 9, 2020

LONGVIEW ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware
 
001-39292
 
84-4618156
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

767 Fifth Avenue, 44th Floor
New York, NY
 
10153
(Address of principal executive offices)
 
(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 (see General Instruction A.2. below):
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
 
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-third of one redeemable warrant
 
LGVW.U
 
New York Stock Exchange LLC
Shares of Class A common stock included as part of the units
 
LGVW
 
New York Stock Exchange LLC
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
 
LGVW WS
 
New York Stock Exchange LLC

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

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.

As previously reported on a Current Report on Form 8-K of Longview Acquisition Corp., a Delaware corporation (the “Company”), on May 26, 2020, the Company consummated its initial public offering (the “IPO”) of 36,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the Class A Common Stock), and one-third of one redeemable warrant of the Company (Warrant), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $360,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments, if any. On June 5, 2020, the Underwriters partially exercised the over-allotment option and on June 9, 2020, purchased an additional 4,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of $40,000,000.

As previously reported on a Current Report on Form 8-K of the Company, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,133,333 warrants (the “Private Placement Warrants”) to Longview Investors LLC, a Delaware limited liability company (the “Sponsor”), at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,200,000. In connection with the Underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an additional 533,333 Private Placement Warrants, generating gross proceeds to the Company of $800,000.

In connection with the closing and sale of the Over-Allotment Units and 533,333 additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $40,000,000 comprised of $39,200,000 of the proceeds from the closing and sale of the Over-Allotment Units (which amount includes $1,400,000 of the Underwriters’ deferred discount) and $800,000 of the proceeds of the sale of the additional 533,333 Private Placement Warrants, was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

An audited balance sheet as of May 26, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on June 1, 2020. The Company’s unaudited pro forma balance sheet as of May 26, 2020, adjusted for the Over-Allotment Closing on June 9, 2020 is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.
   
Unaudited Pro Forma Balance Sheet as of May 26, 2020.


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 11, 2020

 
LONGVIEW ACQUISITION CORP.
   
 
By:
/s/ Mark Horowitz
 
Name:
Mark Horowitz
 
Title:
Chief Financial Officer