Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement or a Registrant.
On April 11, 2023, Leo Holdings Corp. II (the "Company" or "Leo") drew an
aggregate of $240,000 (the "Extension Funds"), pursuant to the Promissory Note,
dated January 12, 2023 between the Company and Leo Investors II Limited
Partnership (the "Note"), which Extension Funds the Company deposited into the
Company's trust account for its public shareholders. This deposit enables the
Company to extend the date by which it must complete its initial business
combination from April 12, 2023 to May 12, 2023 (the "Extension"). The Extension
is the first of six one-month extensions permitted under the Company's governing
documents and provides the Company with additional time to complete its initial
business combination. The Note does not bear interest and matures upon closing
of the Company's initial business combination. In the event that the Company
does not consummate a business combination, the Note will be repaid only from
amounts remaining outside of the Company's trust account, if any. Up to
$1,500,000 of the total principal amount of the Note may be converted, in whole
or in part, at the option of the lender into warrants of the Company at a price
of $1.50 per warrant, which warrants will be identical to the private placement
warrants issued to the Leo Investors II Limited Partnership at the time of the
initial public offering of the Company.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, which is incorporated by reference herein and
filed herewith as Exhibit 10.1.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not
historical facts are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. All
statements, other than statements of present or historical fact included in
Current Report on Form 8-K, including regarding the funding of the Company's
trust account to further extend the period for the Company to consummate an
initial business combination. Many actual events and circumstances are beyond
the control of World View Enterprises Inc. ("World View") and Leo. These
forward-looking statements are subject to a number of risks and uncertainties,
including but not limited to: the inability of the parties to successfully or
timely consummate the business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the business combination is not obtained; the risk that the
business combination may not be completed by Leo's business combination
deadline; failure to realize the anticipated benefits of the business
combination; risks relating to the uncertainty of the projected financial
information with respect to World View; the occurrence of any event, change or
other circumstance that could give rise to the termination of the definitive
business combination agreement; the effect of the announcement or pendency of
the transaction on World View's business relationships, operating results, and
business generally; risks that the business combination disrupts current plans
and operations of World View; risks relating to World View's capital needs and
ability to obtain adequate financing; the outcome of any legal proceedings that
may be instituted against World View or against Leo related to the business
combination or any related agreements; the ability to maintain the listing of
Leo's securities on a national securities exchange; changes in domestic and
foreign business, market, financial, political, and legal conditions and changes
in the combined capital structure; the ability to implement business plans,
forecasts, and other expectations after the completion of the business
combination, and
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identify and realize additional opportunities; risks related to the rollout of
World View's business and the timing of expected business milestones; the
effects of competition on World View's business; the risks of operating and
effectively managing growth in evolving and uncertain macroeconomic conditions,
such as high inflation and recessionary environments; the risks to World View's
business if internal processes and information technology systems are not
properly maintained; risks associated with World View's operational dependence
on independent contractors and third parties; risks associated with World View's
reliance on certain suppliers, including recent global supply chain slowdowns
and disruptions; risks and uncertainties related to World View's international
operations, including possible restrictions on cross border investments which
could harm World View's financial position; ability to achieve improved margins
and cost efficiency; continuing risks relating to the COVID 19 pandemic; and
risks associated with World View's ability to develop its products and achieve
regulatory approvals or milestones on the timelines expected or at all.
The foregoing list of factors is not exhaustive. Please carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of the final prospectus to Leo's registration statement on
Form S-1, as amended (File No. 333-249676), the Registration Statement (as
defined below) filed with the SEC by Leo and other documents filed or that may
be filed by Leo from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking
statements. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that none of Leo
or World View presently know or that Leo or World View currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect Leo's and World View's expectations, plans or forecasts of future events
and views as of the date of these communications. Leo and World View anticipate
that subsequent events and developments will cause Leo's and World View's
assessments to change. However, while Leo and World View may elect to update
these forward-looking statements at some point in the future, Leo and World View
specifically disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Leo's and World View's assessments as
of any date subsequent to the date of these communications. Accordingly, undue
reliance should not be placed upon the forward-looking statements. Certain
market data information in these communications is based on the estimates of
World View and Leo management. World View and Leo obtained the industry, market
and competitive position data used throughout these communications from internal
estimates and research as well as from industry publications and research,
surveys and studies conducted by third parties. World View and Leo believe their
estimates to be accurate as of the date of these communications. However, this
information may prove to be inaccurate because of the method by which World View
or Leo obtained some of the data for its estimates or because this information
cannot always be verified due to the limits on the availability and reliability
of raw data, the voluntary nature of the data gathering process.
Additional Information
On April 7, 2023, the Company filed with the Securities and Exchange Commission
(the "SEC") a Registration Statement on Form S-4 (as amended or supplemented,
the "Registration Statement"), which included a preliminary proxy
statement/prospectus of the Company, which is both the proxy statement to be
distributed to holders of the Company's ordinary shares in connection with the
solicitation of proxies for the vote by the Company's shareholders with respect
to the proposed business combination and related matters as may be described in
the Registration Statement, as well as the prospectus relating to the offer and
sale of the securities to be issued in the business combination. After the
Registration Statement is declared effective, the Company will mail a definitive
proxy statement/prospectus and other relevant documents to its shareholders. The
Company's shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus, and amendments thereto, and the
definitive proxy statement/prospectus, when available, in connection with the
Company's solicitation of proxies for its shareholders' meeting to be held to
approve the business combination and related matters because the proxy
statement/prospectus will contain important information about the Company and
World View and the proposed business combination.
The definitive proxy statement/prospectus will be mailed to shareholders of the
Company as of a record date to be established for voting on the proposed
business combination and related matters. Shareholders may obtain copies of the
proxy statement/prospectus, when available, without charge, at the SEC's website
at www.sec.gov or by directing a request to: Leo Holdings Corp. II, 21 Grosvenor
Pl, London SW1X 7HF, United Kingdom or by emailing brown@leo.holdings.
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Participants in the Solicitation
This Current Report on Form 8-K is not a solicitation of a proxy from any
investor or securityholder. However, Leo, World View and Leo Investors II
Limited Partnership and their respective directors, officers and other members
of their management and employees may be deemed to be participants in the
solicitation of proxies from Leo's shareholders with respect to the proposed
business combination and related matters. Investors and security holders may
obtain more detailed information regarding the names, affiliations and interests
of the directors and officers of Leo and World View in the proxy
statement/prospectus relating to the proposed business combination filed with
the SEC. These documents may be obtained free of charge from the sources
indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only, and is not
intended to and shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy or subscribe for any
securities or a solicitation of any vote of approval, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Promissory Note, dated January 12, 2023, by and between Leo Holdings
Corp. II and Leo Investors II Limited Partnership
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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LEO HOLDINGS CORP. II 
