LEO HOLDINGS CORP. II Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated
into this Item 7.01 by reference, is an investor presentation being used in
connection with the proposed business combination (the "Business Combination"),
between
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Notice 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 World View's proposed Business Combination with Leo, Leo's ability to consummate the proposed transactions, the value of the combined entity, the anticipated benefits of the proposed transactions and the combined company's future financial performance, including financial projections, as well as the combined company's strategy, future operations, estimated financial position, estimated revenue growth, prospects expectations, estimated market growth, size and opportunity, estimated development timeline and process, expected approvals from regulators and related timing, plans and objectives of management, World View's ability to create unique insights and data sets, and World View's future capabilities, product and market opportunities, ability to obtain and maintain strategic relationships, remote sensing capabilities and growth potential, and expectations regarding customer demand and the growth of the remote sensing and space tourism markets, among others, are forward looking statements. These statements are based on various assumptions, whether or not identified in these communications, and on the current expectations of World View's and Leo's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of 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 identify and realize additional opportunities; risks associated with the fact that the market for remote sensing with stratospheric balloons is not well established; the risk related to the World View's limited history of operating at current scale and under current growth strategy; the risk related to the capital intensive nature of the World View's business; the ability of the World View to attract new customers or retain existing customers; the impact of the COVID-19 pandemic on the World View's concentration; the risks associated with the World View's backlog that may not result in actual revenue; the risks associated with incorrectly forecasting flight demand; risks associated with World View's reliance on certain suppliers, including recent global supply chain slowdowns and disruptions; material weaknesses in the World View's internal control over financial reporting; risks associated with the hazards and operational risks that World View's business is subject to; risks associated with increasing competition from commercial entities and governments in the World View's market; and risks associated with the extensive laws and regulations World View's services and products are subject to.
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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 on
Form S-4 to be filed with the
Additional Information
The Company intends to file with the
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
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,
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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
when it is filed with the
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 99.1 Investor Presentation, datedFebruary 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRLdocument) 4
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