LGV / Longview Acquisition Corp II - Class A - Documents déposés auprès de la SEC, rapport annuel, procuration

LGV / Longview Acquisition Corp. II / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Longview Acquisition Corp II (Name of Issuer) Class A Common (Title of Class of Securities) 54319Q105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40242 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable Warrant, Class A Common Stock, and Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): December 14, 2022 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation) (Co

Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Longview acquisition corp. II December 14, 2022 Longview Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Longview Acquisition Corp. II? The original certificate of incorporation of the Corp

Amendment to Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 14, 2022, is made by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?), and amends that cer

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 14, 2022 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation) (Co

Longview Acquisition Corp. II Amends Charter and Trust Agreement to Redeem Public Shares Before Year-End and Announces December 14, 2022 as Amended Termination Date

Exhibit 99.1 Longview Acquisition Corp. II Amends Charter and Trust Agreement to Redeem Public Shares Before Year-End and Announces December 14, 2022 as Amended Termination Date NEW YORK, NY ? On December 14, 2022, Longview Acquisition Corp. II (?Longview? or ?the Company?) (NYSE: LGV.U, LGV and LGV WS) stockholders approved (i) an amendment to Longview?s Amended and Restated Certificate of Incorp

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 17, 2022 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐TRANSITION REPORT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 9, 2022 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporati

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM November 2, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Sean Healy and Abby Adams Re: Longview Acquisition Corp. II Preliminary Proxy Statement on Schedule 14A Fil

Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 October 26, 2022

Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 October 26, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Longview Acquisition Corp. II Request for Withdrawal of Registration Statement on Form S-4 (File No. 333-258620) Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐TRANSITION REPORT PURS

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 9, 2022 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation

Amendment No. 2 to Promissory Note dated August 9, 2022 made by and between Longview Acquisition Corp. II and Longview Investors II LLC.

Exhibit 10.1 AMENDMENT NO. 2 TO PROMISSORY NOTE THIS SECOND AMENDMENT TO PROMISSORY NOTE (this ?Amendment No. 2?) is dated as of the August 9, 2022 and is made by and between Longview Acquisition Corp. II (?Maker?) and Longview Investors II LLC (?Payee?). RECITALS A. Maker executed that certain Promissory Note dated March 18, 2021 in the original principal sum of up to two million dollars ($2,000,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐TRANSITION REPORT PUR

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Registrant’s Securities.

Exhibit 4.5 ? DESCRIPTION OF SECURITIES The following description of the securities of Longview Acquisition Corp. II (the ?Company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated memorandum and article of association and our warrant agreement with Continental Stock Transfer & Trust C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 15, 2022 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporat

LGV / Longview Acquisition Corp. II / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Longview Acquisition Corp II (Name of Issuer) Class A Common (Title of Class of Securities) 54319Q105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Amendment No. 1 to Promissory Note dated February 15, 2022 made by and between Longview Acquisition Corp. II and Longview Investors II LLC.

Exhibit 10.1 AMENDMENT NO. 1 TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (this ?Amendment?) is dated as of the February 15, 2022 and is made by and between Longview Acquisition Corp. II (?Maker?) and Longview Investors II LLC (?Payee?). RECITALS A. Maker executed that certain Promissory Note dated March 18, 2021 in the original principal sum of up to two million dollars ($2,000,000)

Termination of the Business Combination Agreement, dated as of February 4, 2022, by and among Longview Acquisition Corp. II, HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc.

Exhibit 10.1 termination agreement This Termination Agreement, dated as of February 4, 2022 (this ?Termination Agreement?), terminates that certain Business Combination Agreement (the ?Agreement?) by and among HeartFlow Holding, Inc., a Delaware corporation (the ?Company?), Longview Acquisition Corp. II, a Delaware corporation (?Longview?), and HF Halo Merger Sub, Inc., a Delaware corporation, dat

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): February 4, 2022 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporati

HeartFlow Appoints Timothy Barabe to its Board of Directors

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: January 18, 2022 HeartFlow Appoints Timothy Barabe to its Board of Directors REDWOOD CITY, Calif. ? January 18, 2022 ? HeartFlow Holding, Inc

HeartFlow Files for FDA Clearance of Next Generation Product Offering to Help Evaluate the Presence of Narrowings and Plaque in the Coronary Arteries

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: December 13, 2021 HeartFlow Files for FDA Clearance of Next Generation Product Offering to Help Evaluate the Presence of Narrowings and Plaqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40242 LONGVIEW

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 15, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporat

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): November 15, 2021 LONGVIE

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): November 15, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporat

CMS Sets National Payment Rate for the HeartFlow Analysis in Doctors’ Offices and Imaging Centers

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: November 3, 2021 CMS Sets National Payment Rate for the HeartFlow Analysis in Doctors? Offices and Imaging Centers REDWOOD CITY, Calif. ? Nov

HeartFlow Analysis is First AI-Enabled Technology to be Recognized by the American College of Cardiology and American Heart Association Guidelines as an Important Tool in Diagnosing and Treating Heart Disease Chest Pain Guidelines also elevate corona

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: October 28, 2021 HeartFlow Analysis is First AI-Enabled Technology to be Recognized by the American College of Cardiology and American Heart

HeartFlow Announces Enrollment of First Two Patients in REVEALPLAQUE Trial Trial to evaluate new technology that may help physicians prevent heart attacks in patients

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: October 14, 2021 HeartFlow Announces Enrollment of First Two Patients in REVEALPLAQUE Trial Trial to evaluate new technology that may help ph

Filed by Longview Acquisition Corp. II

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: October 7, 2021 Investor Presentation October 2021 Disclaimer 2 Disclaimer This presentation is for information purposes only to assist inter

Amendment No. 1 to Business Combination Agreement, dated as of September 30, 2021, Longview Acquisition Corp. II, HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc.

Exhibit 2.1 AMENDMENT NO. 1 HeartFlow Holding, Inc. Amended and RESTATED BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of September 30, 2021, amends that certain Business Combination Agreement (the ?Agreement?) by and among Heartflow Holding Inc., a Delaware Corporation (the ?Company?), Longview Acquisition Corp. II, a Delaware corporation (?Longview?), and HF Ha

Amendment No. 1 to Business Combination Agreement, dated as of September 30, 2021, Longview Acquisition Corp. II, HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc.

Exhibit 2.1 AMENDMENT NO. 1 HeartFlow Holding, Inc. Amended and RESTATED BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of September 30, 2021, amends that certain Business Combination Agreement (the ?Agreement?) by and among Heartflow Holding Inc., a Delaware Corporation (the ?Company?), Longview Acquisition Corp. II, a Delaware corporation (?Longview?), and HF Ha

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): September 30, 2021 LONGVI

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): September 30, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 30, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorpora

As filed with the United States Securities and Exchange Commission on September 30, 2021.

S-4/A 1 tm2123463-4s4a.htm S-4/A TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on September 30, 2021. Registration No: 333-258620 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its

Morgan Stanley's 2021 Global Healthcare Conference Fireside Chat with John Stevens: Transcript September 15, 2021 02:00 PM EDT

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: September 15, 2021 Morgan Stanley's 2021 Global Healthcare Conference Fireside Chat with John Stevens: Transcript September 15, 2021 02:00 PM

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): September 15, 2021 LONGVI

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): September 15, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorpora

Investor Presentation September 2021

Exhibit 99.1 Investor Presentation September 2021 Disclaimer 2 Disclaimer This presentation is for information purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between HeartFlow Holding, Inc. (?HeartFlow?) and Longview Acquisition Corp. II (?Longview?). The information contained herein does not

Financial Statements and Exhibits, Other Events

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): September 15, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorpora

Investor Presentation September 2021

Exhibit 99.1 Investor Presentation September 2021 Disclaimer 2 Disclaimer This presentation is for information purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between HeartFlow Holding, Inc. (?HeartFlow?) and Longview Acquisition Corp. II (?Longview?). The information contained herein does not

Filed by Longview Acquisition Corp. II

425 1 tm2127551-1425.htm 425 Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: September 14, 2021 HeartFlow Holding, Inc. Provides Selected Preliminary Second Quarter 2021 Financial Results a

HeartFlow Announces Enrollment of First Three Patients in FUSION Trial National Health Care Institute of the Netherlands-supported study to evaluate role of the HeartFlow Analysis in reducing unnecessary invasive procedures

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: September 2, 2021 HeartFlow Announces Enrollment of First Three Patients in FUSION Trial National Health Care Institute of the Netherlands-su

HeartFlow Joins The Board Challenge as Newest Pledge Partner theBoardlist and Valence will support HeartFlow’s search for a Black director

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: August 23, 2021 HeartFlow Joins The Board Challenge as Newest Pledge Partner theBoardlist and Valence will support HeartFlow’s search for a B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40242 LONGVIEW ACQU

Consent of Julie A. Cullivan to be named as director.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-4 and any prospectus and/or proxy statement contained therein and any amendment or supplements thereto (?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?),

Consent of Jeffrey C. Lightcap to be named as director.

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-4 and any prospectus and/or proxy statement contained therein and any amendment or supplements thereto (?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?),

Consent of William C. Weldon to be named as director.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-4 and any prospectus and/or proxy statement contained therein and any amendment or supplements thereto (?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?),

Business Combination Agreement, dated as of July 15, 2021, by and among Longview Acquisition Corp. II, HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc. (included as Annex A-I to this proxy statement / prospectus).

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on August 9, 2021.

Consent of John H. Stevens to be named as director.

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-4 and any prospectus and/or proxy statement contained therein and any amendment or supplements thereto (?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?),

Consent of Charles A. Taylor, Jr. to be named as director.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-4 and any prospectus and/or proxy statement contained therein and any amendment or supplements thereto (?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?),

Financial Statements and Exhibits, Other Events

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): August 4, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation

HeartFlow Appoints John Farquhar as Chief Operating Officer

Exhibit 99.1 HeartFlow Appoints John Farquhar as Chief Operating Officer REDWOOD CITY, Calif. ? August 4, 2021 ? HeartFlow, Inc., the leader in revolutionizing precision heart care, today announced the appointment of John Farquhar as Chief Operating Officer, effective August 4. In this newly established role, Mr. Farquhar will support the execution of HeartFlow?s strategic vision. "We are thrilled

HeartFlow Appoints John Farquhar as Chief Operating Officer

Exhibit 99.1 HeartFlow Appoints John Farquhar as Chief Operating Officer REDWOOD CITY, Calif. ? August 4, 2021 ? HeartFlow, Inc., the leader in revolutionizing precision heart care, today announced the appointment of John Farquhar as Chief Operating Officer, effective August 4. In this newly established role, Mr. Farquhar will support the execution of HeartFlow?s strategic vision. "We are thrilled

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): August 4, 2021 LONGVIEW A

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): August 4, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 20, 2021 (July 15, 2021) LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction o

Transaction Support Agreement, dated as of July 15, 2021, by and among Longview Acquisition Corp. II and certain stockholders of HeartFlow Holding, Inc. (incorporated by reference to Exhibit 10.1 of Longview’s Current Report on Form 8-K (File No. 001-40242), filed with the SEC on July 21, 2021).

Exhibit 10.1 Execution Version TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of July 15, 2021, by and among Longview Acquisition Corp. II, a Delaware corporation (?Longview?), HeartFlow Holding, Inc., a Delaware corporation (the ?Company?), and the undersigned parties listed under Stockholders on the signature page(s) hereto (each, a ?Stockh

Amendment Number 1 to Forward Purchase Agreement, dated as of July 15, 2021, by and between Longview Acquisition Corp. II, Glenview Capital Management, LLC and certain entities affiliated with Glenview Capital Management, LLC.

Exhibit 10.3 Execution Version AMENDMENT NUMBER 1 TO FORWARD PURCHASE AGREEMENT AMONG LONGVIEW ACQUISITION CORP. II, GLENVIEW CAPITAL MANAGEMENT, LLC AND THE PURCHASERS This Amendment Number 1 to the Forward Purchase Agreement, dated as of July 15, 2021 (the ?Amendment?), amends the Forward Purchase Agreement among Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), Glenview Cap

Sponsor Letter Agreement, dated as of July 15, 2021, by and among Longview Investors II LLC, Longview Acquisition Corp. II and HeartFlow Holding, Inc. (incorporated by reference to Exhibit 10.2 of Longview’s Current Report on Form 8-K (File No. 001-40242), filed with the SEC on July 21, 2021).

Exhibit 10.2 Execution Version Confidential SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of July 15, 2021, is made by and among Longview Investors II LLC, a Delaware limited liability company, a holder of Longview Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, the ?Longview Shareholder?, and collectively, the ?Longv

Sponsor Letter Agreement, dated as of July 15, 2021, by and among Longview Investors II LLC, Longview Acquisition Corp. II and HeartFlow Holding, Inc.

Exhibit 10.2 Execution Version Confidential SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of July 15, 2021, is made by and among Longview Investors II LLC, a Delaware limited liability company, a holder of Longview Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, the ?Longview Shareholder?, and collectively, the ?Longv

Transaction Support Agreement, dated as of July 15, 2021, by and among Longview Acquisition Corp. II and certain stockholders of HeartFlow Holding, Inc.

Exhibit 10.1 Execution Version TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of July 15, 2021, by and among Longview Acquisition Corp. II, a Delaware corporation (?Longview?), HeartFlow Holding, Inc., a Delaware corporation (the ?Company?), and the undersigned parties listed under Stockholders on the signature page(s) hereto (each, a ?Stockh

Business Combination Agreement, dated as of July 15, 2021, by and among Longview Acquisition Corp. II, HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc.

Exhibit 2.1 CONFIDENTIAL Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG LONGVIEW ACQUISITION CORP. II, HF HALO MERGER SUB, INC., AND HEARTFLOW HOLDING, INC. DATED AS OF JULY 15, 2021 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE 2 MERGER 24 Section 2.1 Closing Transactions 24 Section 2.2 Closing of the Transactions Contemplated by this Agre

Amendment Number 1 to Forward Purchase Agreement, dated as of July 15, 2021, by and between Longview Acquisition Corp. II, Glenview Capital Management, LLC and certain entities affiliated with Glenview Capital Management, LLC.

Exhibit 10.3 Execution Version AMENDMENT NUMBER 1 TO FORWARD PURCHASE AGREEMENT AMONG LONGVIEW ACQUISITION CORP. II, GLENVIEW CAPITAL MANAGEMENT, LLC AND THE PURCHASERS This Amendment Number 1 to the Forward Purchase Agreement, dated as of July 15, 2021 (the ?Amendment?), amends the Forward Purchase Agreement among Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), Glenview Cap

Investors’ Rights Agreement, dated as of July 15, 2021, by and among Longview Acquisition Corp. II, Longview Investors II LLC, certain HeartFlow stockholders, and certain affiliates of Glenview Capital Management, LLC.

Exhibit 10.4 Execution Version INVESTORS? RIGHTS AGREEMENT THIS INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), dated as of July 15, 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Longview Investors II LLC, a Delaware limited liability company (the ?Sponsor?), the undersigned parties listed under Sponsor Group Holders on the s

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): July 20, 2021 (July 15, 2

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): July 20, 2021 (July 15, 2021) LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction o

Business Combination Agreement, dated as of July 15, 2021, by and among Longview Acquisition Corp. II, HF Halo Merger Sub, Inc. and HeartFlow Holding, Inc.

Exhibit 2.1 CONFIDENTIAL Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG LONGVIEW ACQUISITION CORP. II, HF HALO MERGER SUB, INC., AND HEARTFLOW HOLDING, INC. DATED AS OF JULY 15, 2021 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE 2 MERGER 24 Section 2.1 Closing Transactions 24 Section 2.2 Closing of the Transactions Contemplated by this Agre

Corp. II, Longview Investors II LLC, certain HeartFlow stockholders, and certain affiliates

Exhibit 10.4 Execution Version INVESTORS? RIGHTS AGREEMENT THIS INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), dated as of July 15, 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Longview Investors II LLC, a Delaware limited liability company (the ?Sponsor?), the undersigned parties listed under Sponsor Group Holders on the s

Filed by Longview Acquisition Corp. II

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: July 15, 2021 HeartFlow Employee FAQ July 2021 Plans to Become a Publicly Traded Company 1. What is a SPAC merger / business combination tran

HEARTFLOW COMMUNICATION

425 1 tm2122288-1425.htm 425 Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: July 15, 2021 HEARTFLOW COMMUNICATION Dear HeartFlow Team, I am thrilled to share that we have taken the first s

Filed by Longview Acquisition Corp. II

Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: July 15, 2021 On July 15, 2021, Mr. Larry Robbins, co-founder and CEO of Glenview Capital Management, LLC and Longview Acquisition Corp. II c

Filed by Longview Acquisition Corp. II

425 1 tm2122288-5425.htm 425 Filed by Longview Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Longview Acquisition Corp. II Commission File No. 001-40242 Date: July 15, 2021 All - Hands July 2021 2 3 Important Information about the Business Combination and Where to Find I

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): July 15, 2021 LONGVIEW AC

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): July 15, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation

Investor Presentation July 2021

Exhibit 99.2 Investor Presentation July 2021 Disclaimer 2 Disclaimer This presentation is for information purposes only to assist interested parties in making their own evaluation with respect t o t he proposed business combination (the ?Business Combination?) between HeartFlow Holding, Inc. (?HeartFlow?) and Longview Acquisition Corp. II (?Longview?). The information contained herein does not pur

Investor Presentation July 2021

Exhibit 99.2 Investor Presentation July 2021 Disclaimer 2 Disclaimer This presentation is for information purposes only to assist interested parties in making their own evaluation with respect t o t he proposed business combination (the ?Business Combination?) between HeartFlow Holding, Inc. (?HeartFlow?) and Longview Acquisition Corp. II (?Longview?). The information contained herein does not pur

Financial Statements and Exhibits, Other Events

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): July 15, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation

HeartFlow, the Leader in Precision Heart Care, Announces Merger with Longview Acquisition Corp. II to Become a Publicly Traded Company ‍

Exhibit 99.1 HeartFlow, the Leader in Precision Heart Care, Announces Merger with Longview Acquisition Corp. II to Become a Publicly Traded Company ? ? Transforming the way heart disease is diagnosed and treated, HeartFlow?s artificial intelligence-enabled software platform brings precision heart care to cardiology. ? The HeartFlow Analysis is the first and only non-invasive tool to assist with th

HeartFlow, the Leader in Precision Heart Care, Announces Merger with Longview Acquisition Corp. II to Become a Publicly Traded Company ‍

Exhibit 99.1 HeartFlow, the Leader in Precision Heart Care, Announces Merger with Longview Acquisition Corp. II to Become a Publicly Traded Company ? ? Transforming the way heart disease is diagnosed and treated, HeartFlow?s artificial intelligence-enabled software platform brings precision heart care to cardiology. ? The HeartFlow Analysis is the first and only non-invasive tool to assist with th

HeartFlow/Longview Acquisition Corp II SPAC Merger Announcement Presentation Script

Exhibit 99.3 HeartFlow/Longview Acquisition Corp II SPAC Merger Announcement Presentation Script [Disclaimers] TBD who reads: Thank you for joining us today. Before we discuss what we believe is a very exciting announcement and a significant milestone for both HeartFlow and Longview Acquisition II, I would like to direct you to some important disclaimers shown on these slides, including that durin

HeartFlow/Longview Acquisition Corp II SPAC Merger Announcement Presentation Script

Exhibit 99.3 HeartFlow/Longview Acquisition Corp II SPAC Merger Announcement Presentation Script [Disclaimers] TBD who reads: Thank you for joining us today. Before we discuss what we believe is a very exciting announcement and a significant milestone for both HeartFlow and Longview Acquisition II, I would like to direct you to some important disclaimers shown on these slides, including that durin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40242 LONGVIEW ACQ

Longview Acquisition Corp. II Provides Update on Periodic Reporting

Exhibit 99.1 Longview Acquisition Corp. II Provides Update on Periodic Reporting New York, NY, June 1, 2021? Longview Acquisition Corp. II (NYSE: LGV) (the ?Company?) announced today that it had received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 25, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Longview Acquisition Corp. II Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing May 10, 2021

Exhibit 99.1 Longview Acquisition Corp. II Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing May 10, 2021 New York, NY, May 7, 2021 ? Longview Acquisition Corp. II (NYSE: LGV.U) (the ?Company?) announced that, commencing May 10, 2021, holders of the units sold in the Company?s initial public offering of 69,000,000 units, may elect to separately

Financial Statements and Exhibits, Other Events

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 7, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation) (

Exhibit A

Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Butterfly Network, Inc.

Exhibit B

Exhibit B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Lawrence M. Robbins, hereby make, constitute and appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity, (b) in my capacity as managing member or in other capacities of Longview Investors, LLC, (c) in my capacity as Chief Executive Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* LONGVIEW ACQUISITION CORP. II. (Name of Issuer) Class A Common Stock, par value $0.0001 (Tit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

LONGVIEW ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 LONGVIEW ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Financial Statement of Longview Acquisition Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 23, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Longview Acquisition Corp. II O

Financial Statements and Exhibits, Other Events

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): March 23, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 85-3650296 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Longview Acquisition Corp. II (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Longview Acquisition Corp. II (Name of Issuer) Class A Common Stock (Title of Class of Securities) 54319Q105 (CUSIP Number) March 19, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to

Registration Rights Agreement, dated March 18, 2021, between the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242)).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 18, 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Longview Investors II LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holders on the signature page(s) hereto

Forward Purchase Agreement, dated March 18, 2021, among the Company, Glenview Capital Management, LLC and the Purchasers party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242)).

Exhibit 10.7 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of March 18, 2021, between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), Glenview Capital Management, LLC (the ?Adviser?) and each of the purchasers listed on the signature pages hereto (each, a ?Purchaser? and, collectively, along with any additional entities iden

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242)).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Longview acquisition corp. II March 18, 2021 Longview Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Longview Acquisition Corp. II? The original certificate of incorporation of the Corporation wa

Form of Indemnity Agreement, dated March 18, 2021, between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242).

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made and entered into as of this 18th day of March, 2021, by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Co

Investment Management Trust Account Agreement, dated March 18, 2021, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242)).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 18, 2021 by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S

Administrative Services Agreement, dated March 18, 2021, between the Company and Glenview Capital Management, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242).

Exhibit 10.5 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 March 18, 2021 Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Glenview Capital Management, LLC, a Delaware limited

Private Placement Warrants Purchase Agreement, dated March 18, 2021, between the Company and Longview Investors II LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242)).

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 18, 2021, is entered into by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Longview Investors II LLC, a Delaware limited liabi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): March 18, 2021 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40242 86-3650296 (State or other jurisdiction of incorporation

Warrant Agreement, dated as of March 18, 2021, between Longview Acquisition Corp. II and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Longview Acquisition Corp. II’s Current Report on Form 8-K (File No. 001-40242), filed with the SEC on March 24, 2021).

Exhibit 4.1 WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 18, 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity,

Promissory Note, dated March 18, 2021, by and between the Registrant and Longview Investors II LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242)).

Exhibit 10.8 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Letter Agreement, dated March 18, 2021, between the Company, Longview Acquisition Corp. II LLC and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on March 24, 2021 (File No. 001-40242).

Exhibit 10.4 March 18, 2021 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among Longview Acquisition Corp. II, a Delaware corp

LONGVIEW ACQUISITION CORP. II 60,000,000 Units Underwriting Agreement

EX-1.1 2 nt10017823x10ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 LONGVIEW ACQUISITION CORP. II 60,000,000 Units Underwriting Agreement March 18, 2021 UBS Securities LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York

LONGVIEW ACQUISITION CORP. II 60,000,000 Units

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration Nos. 333-252594 and 333-254478 PROSPECTUS LONGVIEW ACQUISITION CORP. II $600,000,000 60,000,000 Units Longview Acquisition Corp. II is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one

- S-1MEF

As filed with the Securities and Exchange Commission on March 18, 2021 Registration No.

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LONGVIEW ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 85-3650296 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati

* * * [Signature Page Follows]

March 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 March 16, 2021

Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 March 16, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski Susan Block Re: Longview Acquisition Corp. II Registration Statement on Form S-1 File No. 333-252594 Ladies and Gentlemen: Pursuant to Rule 4

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Longview Investors II LLC, a Delaware limited liability

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LONGVIEW ACQUISITION CORP. II [__________], 2021

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LONGVIEW ACQUISITION CORP. II [], 2021 Longview Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Longview Acquisition Corp. II? The original certificate of incorporation of the Corporation was file

FORWARD PURCHASE AGREEMENT

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of [?], 2021, between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), Glenview Capital Management, LLC (the ?Adviser?) and each of the purchasers listed on the signature pages hereto (each, a ?Purchaser? and, collectively, along with any additional entities identifie

LONGVIEW ACQUISITION CORP. II 50,000,000 Units Underwriting Agreement

Exhibit 1.1 LONGVIEW ACQUISITION CORP. II 50,000,000 Units Underwriting Agreement [?], 2021 UBS Securities LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Longview Acquisition

Specimen Unit Certificate (incorporated by reference to Exhibit 3.3 to the Company’s amendment to Form S-1, filed on March 2, 2021 (File No. 333-252594)).

NUMBER Exhibit 4.1 U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] LONGVIEW ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par

- FORM S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 1, 2021. Registration No. 333-252594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to 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 ? ? 85-3650296 (Sta

Specimen Warrant Certificate (included in Exhibit 4.4) (incorporated by reference to Exhibit 3.3 to the Company’s Form S-1, filed on March 2, 2021 (File No. 333-252594)).

Exhibit 4.4 WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No

[Signature Page Follows]

Exhibit 10.2 [], 2021 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among Longview Acquisition Corp. II, a Delaware corporatio

* * *

ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM March 1, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski Susan Block Re: Longview Acquisition Corp. II Registration Statement on Form S-1 Amendment No. 1 to Registration Statement on Fo

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Longview Investors II LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holders on the signature page(s) hereto (eac

- S-1/A

As filed with the U.S. Securities and Exchange Commission on February 22, 2021. Registration No. 333-252594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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 85-3650296 (State or other Jurisdicti

WARRANT AGREEMENT LONGVIEW ACQUISITION CORP. II CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Exhibit 4.4 WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Longview Investors II LLC, a Delaware limited liability

INDEMNIFICATION AGREEMENT

Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made and entered into as of this [?] day of [?], 2021, by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Compa

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 3.3 to the Company’s amendment to Form S-1, filed on March 2, 2021 (File No. 333-252594)).

NUMBER Exhibit 4.2 C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] LONGVIEW ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF LONGVIEW ACQUISITION CORP. II (THE ?CORPORATION?) transferable on the books of the C

SEE REVERSE FOR CERTAIN DEFINITIONS

NUMBER Exhibit 4.1 U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] LONGVIEW ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par

LONGVIEW ACQUISITION CORP. II 50,000,000 Units Underwriting Agreement

Exhibit 1.1 LONGVIEW ACQUISITION CORP. II 50,000,000 Units Underwriting Agreement [?], 2021 UBS Securities LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Longview Acquisition

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No

[Signature Page Follows]

Exhibit 10.2 [], 2021 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among Longview Acquisition Corp. II, a Delaware corporatio

FORWARD PURCHASE AGREEMENT

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of [?], 2021, between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), Glenview Capital Management, LLC (the ?Adviser?) and each of the purchasers listed on the signature pages hereto (each, a ?Purchaser? and, collectively, along with any additional entities identifie

Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153

Exhibit 10.8 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 [], 2021 Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Longview Acquisition Corp. II, a Delaware corporation (the ?Company?), and Glenview Capital Management, LLC, a Delaware limited liabi

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LONGVIEW ACQUISITION CORP. II [__________], 2021

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LONGVIEW ACQUISITION CORP. II [], 2021 Longview Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Longview Acquisition Corp. II? The original certificate of incorporation of the Corporation was file

PROMISSORY NOTE

Exhibit 10.10 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE CO

Consent to be Named as a Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Longview

Consent to be Named as a Director Nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Longview

Consent to be Named as a Director Nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Longview Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Longview

Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153

Exhibit 10.5 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 November 18, 2020 Longview Investors II LLC 767 Fifth Avenue, 44th Floor Summit, NJ 07901 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Longview Investors II LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares of Class B common stock (the “Sh

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed on January 29, 2021 (File No. 333-252594)).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF LONGVIEW ACQUISITION CORP. II October 23, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Longview Acquisition Corp. II (the “Corporat

Registration Statement - S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 29, 2021. Registration No. 333- UNITED STATES 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 85-3650296 (State or other jurisdiction of in

Bylaws of Longview Acquisition Corp. II (incorporated by reference to Exhibit 3.3 of Longview’s Form S-1 (File No. 333-25294), filed with the SEC on March 2, 2021).

Exhibit 3.3 BY LAWS OF LONGVIEW ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in D

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM