World View Enterprises, Inc. entered into an exclusive, nonbinding term sheet to acquire Leo Holdings Corp. II (NYSE:LHC) from Leo Investors II Limited Partnership and others in a reverse merger transaction on November 22, 2022. World View Enterprises, Inc. entered into a definitive business combination agreement to acquire Leo Holdings Corp. II (NYSE:LHC) from Leo Investors II Limited Partnership and others for $350 million in a reverse merger transaction on January 12, 2023. As part of the merger, each outstanding share of common stock of World View (the ?World View Common Stock?) (including shares of World View Common Stock resulting from the conversion of preferred stock, convertible notes and simple agreements for future equity of World View) will be converted into the right to receive the number of shares of Leo Common Stock equal to per share merger consideration. The total consideration to be paid at the closing to the selling parties in connection with the agreement will be approximately $350 million (subject to certain adjustments). As a result of the transaction with Leo, World View may receive up to $121 million in gross proceeds, assuming no shareholders elect to redeem their shares and after giving effect to a proposed transaction financing contemplated to be raised by both of the parties with target proceeds of $75 million. Following closing of the business combination agreement, World View becoming a publicly listed company. Upon closing of the transaction, the combined company will continue operating as World View.

The transaction will require the approval of the stockholders of World View and the shareholders of Leo, required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?) shall have been completed, the registration statement / proxy statement shall have become effective, approval for listing on NYSE or Nasdaq, Leo shall have at least $5,000,001 of net tangible assets, the domestication shall have been consummated, minimum available cash and is subject to other customary closing conditions. The Boards of Directors of World View and Leo each unanimously approved the transaction. The transaction is expected to close in the second quarter of 2023. As of April 11, 2023, Leo has drawn funds from a Promissory Note amount of $0.24 million to extend the deadline for completing its initial business combination from April 12, 2023 to May 12, 2023. As per filling on July 12, 2023, Leo Holdings Corp drew an aggregate of $0.24 million pursuant to the Promissory Note, dated January 12, 2023 between the Leo Holdings and Leo Investors II Limited Partnership which extension Funds the Leo Holdings deposited into the Leo Holdings trust account for its public shareholders. This deposit enables the Leo Holdings to extend the date by which it must complete its initial business combination from July 12, 2023 to August 12, 2023. As of September 27, 2023, the transaction is expected to close on November 12, 2023. As on October 12, 2023, Leo Holdings Corp. II, Glimpse Merger Sub II, LLC and World View Enterprises Inc entered into the Second Amendment to the Agreement and Plan of Merger which amends the previously announced Agreement and Plan of Merger, dated as of January 12, 2023. Pursuant to the Second Amendment, Leo and World View have agreed to amend the closing date to November 30, 2023.

Christian O. Nagler, Peter Seligson, Damon R. Fisher, P.C. and Eric Y. Cohen of Kirkland & Ellis LLP acted as legal advisors to Leo. Guggenheim Securities acted as exclusive financial advisor and Tom Connors, Howard Morse, Stephanie Gentile, Barbara Mirza, Chris Kimball, Kevin King, Mark Windfeld-Hansen, Ryan Montgomery, Yuri Weigel, Sharon Connaughton, Bridget R. Reineking, Rebecca Ross, Shannon MacMichael, Alex Kassai, Miguel Vega and Milson Yu of Cooley LLP acted as legal advisors to World View. As part of the transaction, Leo has entered into a partnership with New Vista Capital to add industry experts to Leo?s established team that will continue to advise the combined company after the transaction closes. Continental Stock Transfer & Trust Company acted as transfer agent to Leo. Morrow & Co., LLC acted as proxy solicitor to Leo Holdings. Kirkland & Ellis LLP acted as due diligence provider to Leo Holdings. Cayman LLP acted as legal advisor to Leo Holdings.
World View Enterprises, Inc. cancelled the acquisition to acquire Leo Holdings Corp. II (NYSE:LHC) from Leo Investors II Limited Partnership and others in a reverse merger transaction on November 17, 2023. Over the course of 2023, World View received strong interest from potential investors. However, given challenging market conditions, World View and Leo jointly determined that it was the best course of action at this time to not proceed with their previously announced transaction. In view of the expected termination of the Business Combination Agreement, Leo determined that it will not be able to consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association (as amended, the ?Articles?). As such, Leo intends to dissolve and liquidate in accordance with the provisions of the Articles and will redeem all of the outstanding Class A Ordinary Shares, par value $0.0001 per share (the ?PublicShares?), on or about December 4, 2023. On November 17, 2023, the PublicShares were suspended from trading on the New York Stock Exchange and represent the right to receive the per-share redemption price for the PublicShares of approximately $10.95 (the ?Per-Share Redemption Amount?), based on the amount in the trust account established in connection with Leo?s initial publicoffering (the ?Trust Account?) as of November 15, 2023. In accordance with the terms of the Articles, Leo expects to retain $100,000 of the interest earned on the Trust Account to pay dissolution expenses. The Per-Share Redemption Amount will be payable to the holders of the PublicShares upon presentation of their respective share or unit certificates or other delivery of their shares or units to Leo?s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of PublicShares held in ?street name,? however, will not need to take any action in order to receive the Per-Share Redemption Amount. There will be no redemption rights or liquidating distributions with respect to Leo?s warrants. Leo?s initial shareholders have waived their redemption rights with respect to the outstanding Class B ordinary shares, par value $0.0001 per share, issued prior to Leo?s initial publicoffering. As of November 12, 2023, Leo ceased all operations except those required to wind up Leo?s business. Leo expects that The New York Stock Exchange will file a Form 25 with the U.S. Securities and Exchange Commission to delist its securities.