| Description of Organization, Business Operations and Going Concern | Note 1 - Description of Organization, Business Operations and Going Concern Organization and General Leo Holdings Corp. II (the “Company”) was incorporated as a Cayman Islands exempted company on September 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Leo Holdings Corp. II has two wholly owned subsidiaries, Glimpse Merger Sub, Inc (“Merger Sub I”), a Delaware corporation, which was formed on January 5, 2023 and Glimpse Merger Sub II, LLC (“Merger Sub I”), a Delaware corporation, which was formed on January 9, 2023. Leo Holdings Corp. II and its subsidiaries are collectively referred to as “the Company”. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Company’s Initial Public Offering, the search for a potential target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating Sponsor and Financing The Company’s sponsor is Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 37,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $375.0 million, and incurring offering costs of approximately $21.3 million, of which approximately $13.1 million was in respect of deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $10.0 million, and incurring offering costs of approximately $10,000 (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $375.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of its Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by November 12, 2023 (or October 12, 2024 upon the monthly extension payment as described below) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2023, the Company had approximately $591 in its operating bank account and working capital deficit of approximately $3.8 million. The Company’s liquidity needs through Initial Public Offering have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares and the loan of approximately $169,000 from the Sponsor pursuant to the Note (as defined in Note 5). The Company repaid the Note in full on January 19, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 5). As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan. The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of its Sponsor, or officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that the financial statements are available to be issued. In connection with the Company’s assessment of going concern considerations in accordance with FASB accounting Standards Update (“ASU”) 2014-15, y due to the mandatory liquidation and subsequent dissolution of the Company. Terminated Business Combination On January 12, 2023, the Company, Glimpse Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (“World View”) entered into an Agreement and Plan of Merger (as amended and restated by that certain Amended and Restated Agreement and Plan of Merger, dated as of September 13, 2023, as amended on October 12, 2023, the “Business Combination Agreement”). For information on the amendments, see “Amendments to Business Combination Agreement” below. World View and the Company are collectively referred to as the “Parties.” Pursuant to the Agreement, it was anticipated that (a) Merger Sub I would merge with an into World View (the “First Merger”), with World View being the surviving corporation of the First Merger; and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, World View would merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving Company”), and as a result of which the Surviving Company will become a wholly owned Subsidiary of the Company. The Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Terminated Business Combination.” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value 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) would have been converted into the right to receive the number of shares of Company 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 Business Combination Agreement would have been approximately (subject to certain adjustments as set forth in the Agreement, including with respect to the sponsor promote value, certain transaction Concurrently with the execution of the Business Combination Agreement, (i) the Company, (ii) the Sponsor, Lori Bush (“Bush”), Mary E. Minnick (“Minnick”), Naveen Agarwal (“Agarwal”), Scott Flanders (“Flanders”), Imran Khan (“Khan”), Scott McNealy (“McNealy”) and Mark Masinter (“Masinter”, and together with Bush, Minnick, Agarwal, Flanders, Khan, McNealy and the Sponsor, the “Sponsor Parties”) and (iii) World View, entered into a Sponsor Agreement (the “Sponsor Agreement”), pursuant to which, among other things, the Sponsor Parties agreed to (i) vote in favor of the Transaction Proposals (as such term is defined in the Agreement) and the transactions contemplated thereby, (ii) waive the anti-dilution or similar protections with respect to the Class B ordinary shares, par value per share of the Company held by the Sponsor Parties and (iii) not redeem any of their shares in connection with the vote to approve the Company’s business combination. On November 12, 2023, the Company determined that it would not be able to consummate a Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association. As such, the Company intends to dissolve and liquidate in accordance with the Company’s amended and restated memorandum and articles of association and determined to redeem all outstanding Class A ordinary shares on or about December 4, 2023 (see “Liquidation, Dissolution and Winding up of the Company and Redemption of Class A Ordinary Shares” below). On November 20, 2023, the Company and World Pursuant to the Termination Agreement, among other things, each of the Company and World View have also agreed on behalf of themselves and their respective related parties, to a release of claims relating to the Business Combination Agreement, the transactions contemplated under the Business Combination Agreement and the termination of the Business Combination Agreement. Amendments to Business Combination Agreement On September 13, 2023, the Company, Merger Sub I, Merger Sub II and World View, entered into the Amended and Restated Agreement and Plan of Merger (the “First Amendment”), which amends the previously announced Agreement and Plan of Merger, dated as of January 12, 2023 (the “Prior Agreement”). Pursuant to the First Amendment, the Company and World View have agreed to, among other things, amend the Prior Agreement to: (a) provide that at or prior to the closing of the business combination (the “Closing”), World View will repay all indebtedness that is not convertible into or exchangeable for shares of World View common stock or other equity securities of World View; (b) add (i) a condition to each Party’s obligations to consummate the business combination that certain approvals from the Committee on Foreign Investment in the United States (“CFIUS”) shall have been obtained and be in full force and effect and (ii) a right of either Party to terminate the Business Combination Agreement if CFIUS notifies the Parties in writing that CFIUS has recommended or intends to recommend in a report that the President prohibit the business combination (a “CFIUS Turndown”); provided, that the right to terminate the Business Combination Agreement as described in this clause (b)(ii) shall not be available to any Party if the CFIUS Turndown is primarily a result of any breach by such Party; (c) add (i) a new definition for “Aggregate Post-Signing Company Convertible Note Merger Consideration,” which means a number of shares of common stock of the Company payable to all holders of Post-Signing Company Convertible Notes pursuant to the Post-Signing Company Convertible Notes, and (ii) a new definition for “Share Merger Consideration” that is substantially identical to the Prior Agreement’s definition of “Merger Consideration,” except that for purposes of the definition, the sum of the Parent Transaction Expenses and the Company Transaction Expenses shall not exceed On October 12, 2023, the Company, Merger Sub I, Merger Sub II and World View, entered into the Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), which amends the First Amendment solely for the purposes of amending Section 8.1(e) of the First Amendment. Pursuant to the Second Amendment, the Parties agreed to amend the definition of “Outside Date” in the First Amendment to be November 30, 2023. Extension of Combination Period On January 9, 2023, the Company held the First Extension Meeting (as defined below) to amend the Company’s amended and restated memorandum and articles of association (the “First Articles Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination from January 12, 2023 (the “Original Termination Date”) to April 12, 2023 (the “First Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the First Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until October 12, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “First Extension Amendment Proposal”). The shareholders of the Company approved the First Extension Amendment Proposal at the Extension Meeting and on January 10, 2023, the Company filed the First Articles Amendment with the Registrar of Companies of the Cayman Islands. As disclosed in the definitive proxy statement filed by the Company with the SEC on December 16, 2022 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “First Extension Meeting”), the Sponsor agreed that if the First Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five (5) business days of the date of the First Extension Meeting, $720,000 to be deposited into the Trust Account. In addition, in the event the Company does not consummate an initial business combination by the First Articles Extension Date, the Lender will contribute to the Company as a loan up to $1,440,000 in six equal installments to be deposited into the Trust Account for each of six one-month extensions Accordingly, on January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the “First Extension Funding Promissory Note”) to the Sponsor (See Note 5), and the Sponsor funded the initial principal amount of $720,000. On April 12, 2023, May 12, 2023, June 12, 2023, July 12, 2023, August 9, 2023 and September 11, 2023, the Company drew an additional $240,000, for an aggregate of $1,440,000 and deposited it in the Trust Account. The First Extension Funding Promissory 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 First Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the First Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the First Extension Funding Promissory Note may could 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 Sponsor at the time of the initial public offering of the Company. In connection with the vote to approve the First Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.15 per share, for an aggregate redemption amount of approximately $334.2 million. On October 3, 2023, the Company cancelled the First Extension Funding Promissory Note. On October 12, 2023, the Company held the Second Extension Meeting, to amend the Company’s memorandum and articles of association (the “Second Articles Amendment”) to (i) extend the Termination Date from October 12, 2023 to November 12, 2023 (the “Second Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Second Articles Extension Date, by resolution of the Company’s board of directors if requested by Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership, and upon five days’ advance notice prior to the applicable deadlines, until October 12, 2024, or a total of up to twelve months after the Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) As disclosed in the proxy statement relating to the Second Extension Meeting, the Lender agreed that if each of the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal is approved, it will contribute to the Company as a loan, within ten (10) business days of the date of the Second Extension Meeting, with $240,000 to be deposited into the trust account established in connection with our initial public offering. In addition, in the event we do not consummate an initial business combination by November 12, 2023, the Lender will contribute to us as a loan up to $2,640,000 in eleven equal installments to be deposited into the Trust Account for each of eleven one-month Accordingly, on October 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,880,000 (the “Second Extension Funding Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $240,000. The Second Extension Funding Promissory 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 by the extended termination date, the Second Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Second Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Second Extension Funding Promissory 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 Sponsor at the time of the initial public offering of the Company. To date, the Company has borrowed $240,000 under the Second Extension Funding Promissory Note, which funds have been deposited into the Trust Account. On November 12, 2023, the Company determined not to extend the Termination Date by another month, and no additional funds were deposited into the Trust Account. Liquidation, Dissolution and Winding up of the Company and Redemption of Class A Ordinary Shares As the Company has not consummated an initial business combination by November 12, 2023, pursuant to the Amended and Restated Memorandum and Articles of Association, the Company’s board of directors has determined to (i) cease all operations except for the purpose of winding up; (ii) redeem all outstanding Class A ordinary shares on or about December 4, 2023, at a per-share price of approximately $10.95 per share (the “Per-Share Redemption Amount”), payable in cash, based on the amount in the Trust Account as of November 15, 2023, while retaining $100,000 of the interest earned on the Trust Account to pay dissolution expenses; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the holders of the Company’s Class B ordinary shares and the board of directors, liquidate and dissolve. Following the redemption, the shares of the Class A ordinary shares will no longer be outstanding and the warrants will expire in accordance On November 17, 2023, trading of the Public Shares was suspended on the New York Stock Exchange (“NYSE”). We expect that the NYSE will thereafter file with the SEC a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Public Shares under Section 12(b) of the Exchange Act. As a result, the Public Shares will no longer be listed on the NYSE. The Company thereafter intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Public Shares. |
