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Item 1.01.
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Entry into a Material Definitive
Agreement.
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As previously announced, on July 15, 2021, Longview
Acquisition Corp. II (“Longview” or the “Company”), entered into a business combination agreement, by and among
Longview, HF Halo Merger Sub, Inc., a wholly owned subsidiary of Longview (“Merger Sub”), and HeartFlow Holding, Inc. (“HeartFlow”)
(as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The business
combination was unanimously approved by Longview’s board of directors on July 15, 2021. If the Business Combination Agreement is
approved by Longview’s stockholders and the transactions contemplated by the Business Combination Agreement are consummated, Merger
Sub will merge with and into HeartFlow (the “Merger”), with HeartFlow surviving the Merger as a wholly owned subsidiary of
Longview. In addition, upon the effectiveness of the proposed amended and restated certificate of incorporation of Longview to be adopted by Longview stockholders pursuant to the Business
Combination Agreement, Longview will be renamed HeartFlow Group, Inc.
and is referred to herein as “New HeartFlow” following the consummation of the transactions described below (collectively,
the “Business Combination”).
On September 30, 2021, Longview, Merger Sub and
HeartFlow entered into Amendment No. 1 to Business Combination Agreement, pursuant to which the Business Combination Agreement was
amended to memorialize the parties’ intention to have the shares of New HeartFlow common stock and public warrants of the post-combination
company listed and traded on The Nasdaq Stock Market LLC rather than on the New York Stock Exchange.
All other terms of the Business Combination Agreement,
which was previously filed by Longview as Exhibit 2.1 to Longview’s Current Report on Form 8-K on July 21, 2021, remain unchanged.
Important Information about the Business Combination and Where
to Find It
In connection with the proposed 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, 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. Longview’s
and HeartFlow’s actual results may differ from their 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,” “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, Longview’s and HeartFlow’s expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business
Combination and the timing of the completion of the Business Combination. 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 New HeartFlow 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 the listing of the combined company’s Class A common stock on the New
York Stock Exchange, 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) changes in existing or anticipated clinical guidelines, or the timing of
adoption 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; (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.
Longview cautions that the foregoing list of factors is not exclusive.
Longview cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Longview
does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its 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.