UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR ~~Section~~ 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~November~~December 1714, 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 or organization)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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 toof the registrant under any of the following provisions:

¨	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-fifth of one redeemable Warrant	LGV.U	The New York Stock Exchange
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant	LGV.U	The New York Stock Exchange LLC
Class A Common Stock, par value $0.0001 per share	LGV	The New York Stock Exchange
Shares of Class A common stock included as part of the units	LGV	The New York Stock Exchange LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	LGV WS	The 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 x

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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On ~~November~~December 914, 2022, ~~Westley~~stockholders ~~Moore resigned from the board~~ of ~~directors (the “Board”) of~~ Longview Acquisition Corp. II (the “Company”). ~~Prior~~approved the amendment to ~~Mr.~~ ~~Moore~~the Company’s ~~resignation~~Investment Trust Management Agreement, ~~the~~dated ~~Board~~March ~~was~~18, ~~comprised~~2021, ofby ~~three~~and ~~independent~~between ~~directors~~the Company and ~~two~~Continental ~~non-independent~~Stock ~~directors.~~Transfer ~~Mr.~~& ~~Moore~~Trust ~~was~~Company, a New anYork ~~independent~~limited ~~director~~purpose ~~and~~trust company, as atrustee ~~result~~(“Continental”) ofto ~~Mr.~~change ~~Moore’s~~the ~~resignation,~~date on which Continental must commence liquidation of the ~~Board~~trust isaccount ~~not~~from ~~currently~~(A) ~~comprised~~the earlier of athe ~~majority~~Company’s completion of ~~independent directors~~an initial business combination and March 23, 2023 to (B) the ~~audit~~earliest ~~committee~~of ~~does~~(i) ~~not~~the ~~have~~Company’s atcompletion ~~least~~of ~~three~~an ~~members~~initial business combination, (ii) September 23, 2023 or such earlier date as is ~~required~~determined by ~~Section~~the ~~303A.01~~Company’s board of directors (the “Board”) in its sole discretion and ~~Section~~publicly ~~303A.07~~announced ofby the ~~NYSE~~ ~~Listed~~ Company ~~Manual,~~(the ~~respectively~~“Amendment to the Investment Trust Management Agreement”).

On December ~~November 17~~14, 2022, ~~as required by Section 303A.12 of~~ the ~~NYSE Listed~~ Company ~~Manual,~~issued ~~the Company submitted an interim written affirmation to the NYSE as~~ a ~~notice~~press ~~of non-compliance with Sections 303A.01 and 303A.07 of the NYSE Listed Company Manual. On November 18~~release, ~~2022,~~a ~~the~~copy ~~Company received an official notice~~ of ~~non-compliance~~which ~~from~~is ~~the~~attached ~~NYSE~~as ~~(the~~Exhibit ~~“NYSE Notice”)~~99.1 ~~The~~to ~~NYSE~~this ~~Notice~~Current ~~stated~~Report ~~that~~on ~~the~~Form ~~Company will need to correct the non~~8-~~compliance~~K and asincorporated ~~promptly~~herein asby ~~practicable.~~reference, Itannouncing is the ~~intention~~approval of the ~~Board~~Amendment to ~~appoint a new independent director, duly qualified for service on each committee of~~ the ~~Board,~~Investment asTrust ~~soon~~Management ~~as practicable~~Agreement.

~~SIGNATURES~~A copy of the Amendment to the Investment Trust Management Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

~~Pursuant~~Item to3.03 ~~the~~Material ~~requirements~~Modification ofto ~~the~~Rights ~~Securities Exchange Act~~ of ~~1934, the~~Security ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

~~LONGVIEW~~On ~~ACQUISITION~~December ~~CORP~~14, 2022, stockholders of the Company approved the amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to change the date by which the Company must consummate a business combination from March 23, 2023 to September 23, 2023 or such earlier date as is determined by the Board in its sole discretion and publicly announced by the Company (the Charter, as amended, the “Second Amended and Restated Certificate of Incorporation”). IIThe ~~By:~~Company ~~/s/~~filed ~~Mark~~the ~~Horowitz~~Second ~~Name:~~Amended ~~Mark~~and ~~Horowitz~~Restated Certificate ~~Title:~~of ~~Chief~~Incorporation ~~Financial~~with ~~Officer~~the Secretary of State of the State of Delaware on December 14, 2022.

~~Dated:~~On December ~~November~~14, 222022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, announcing (i) the approval and filing of the Second Amended and Restated Certificate of Incorporation and (ii) that the Board has set December 14, 2022 as the date by which the Company must consummate a business combination (the “Amended Termination Date”).

A copy of the Second Amended and Restated Certificate of Incorporation is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The information set forth in Items 1.01 and 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Company’s special meeting of stockholders held on December 14, 2022 (the “Stockholder Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (i) a proposal to approve the Second Amended and Restated Certificate of Incorporation (the “Charter Amendment Proposal”) and (ii) a proposal to approve the Amendment to the Investment Trust Agreement (the “Trust Amendment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

1. Charter Amendment Proposal

Votes For				Votes Against				Abstentions
	62,457,232				82,470				8,043

Accordingly, the Charter Amendment Proposal was approved.

2. Trust Amendment Proposal

Votes For				Votes Against				Abstentions
	62,456,832				81,904				9,009

Accordingly, the Trust Amendment Proposal was approved.

In connection with the approval and adoption of the Second Amended and Restated Certificate of Incorporation, the holders of 60,932,798 outstanding Class A common stock, par value $0.0001 per share (the “Public Shares”) exercised their right to redeem their shares for cash at a redemption price of approximately $10.06 per share, for an aggregate redemption amount of approximately $612,983,947.88 (the “Voluntary Redemption”). Following such redemptions, 8,067,202 Public Shares remain outstanding.

Item 8.01

Other Events.

The information set forth in Items 1.01, 3.03 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Due to the Company’s inability to consummate an initial business combination by the Amended Termination Date, the Company intends to redeem all Public Shares not elected to participate in the Voluntary Redemption (all such redemptions together, the “Post-Amendment Share Redemption”), at a per-share redemption price of approximately $10.06, and to dissolve and liquidate, each in accordance with the provisions of its Second Amended and Restated Certificate of Incorporation. The Company expects to complete the Post-Amendment Share Redemption on or around December 29, 2022. Additionally, the last day of trading of the Public Shares is expected to be December 14, 2022.

Following the completion of the Post-Amendment Share Redemption, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. The Company’s initial stockholders have waived their redemption rights with respect to its outstanding shares of Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company expects that NYSE will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

On December 14, 2022, the Company issued a press release announcing that the Company intends to redeem all of its Public Shares on or before December 29, 2022 and to subsequently wind up. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 8.01 and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall they be deemed incorporated by reference in any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, including with respect to the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “future,” “project,” “anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.1		Second Amended and Restated Certificate of Incorporation
10.1		Amendment to Investment Management Trust Agreement
99.1		Press Release, dated December 14, 2022
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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.

	LONGVIEW ACQUISITION CORP. II

	By:	/s/ Mark Horowitz
	Name:	Mark Horowitz
	Title:	Chief Financial Officer

Date: December 14, 2022

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