| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Business Combination Agreement
On October 12, 2023, Leo Holdings Corp. II, a Cayman Islands exempted company (which intends to domesticate as a Delaware corporation prior to the closing of the Business Combination (as defined below)) (“Leo”), Glimpse Merger Sub, Inc. (“Merger Sub I”), Glimpse Merger Sub II, LLC (“Merger Sub II”) and World View Enterprises Inc., a Delaware corporation (“World View”), entered into the Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), which amends the previously announced Agreement and Plan of Merger, dated as of January 12, 2023 (as amended and restated on September 13, 2023, the “Prior Agreement”) solely for the purposes of amending Section 8.1(e) of the Prior Agreement. World View and Leo are collectively referred to as the “Parties.” Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Prior Agreement.
Pursuant to the Second Amendment, Leo and World View have agreed to amend the definition of “Outside Date” in the Prior Agreement to be November 30, 2023.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is included as Exhibit 2.1, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
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 this Current Report on Form 8-K, including regarding World View’s proposed business combination with Leo (the “Business Combination”) and Leo’s ability to consummate the proposed transactions, 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 are not obtained; the risk that the Business Combination may not be completed by Leo’s business combination deadline and that Leo may not be able to extend this 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 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 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
