United States securities and exchange commission logo
February 25, 2021
John Rodin
Chief Executive Officer
Longview Acquisition Corp. II
767 Fifth Avenue, 44th Floor
New York, NY 10153
Re: Longview
Acquisition Corp. II
Registration
Statement on Form S-1
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 29,
2021 and February 22, 2021
File No. 333-252594
Dear Mr. Rodin:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
Risks Related to Our Securities
Our warrant agreement will designate the courts of the State of New
York, page 62
1. We note that the forum
selection provision in the warrant agreement identifies the courts
of the State of New
York or the United States District Court for the Southern District of
New York as the
exclusive forum for actions arising under the Securities Act. Please state
that there is
uncertainty as to whether a court would enforce such provision and that
investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder.
In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
John Rodin
Longview Acquisition Corp. II
February 25, 2021
Page 2
duty or liability created by the Securities Act or the rules and
regulations thereunder.
Please also ensure that the warrant agreement filed as Exhibit 4.4 to
your registration
statement clearly states that the provision does not apply to actions
arising under the
Exchange Act, or tell us how you will inform investors in future
filings that the provision
does not apply to any actions arising under the Exchange Act.
Our amended and restated certificate of incorporation, page 63
2. We note your disclosure on page 64 that the exclusive forum provision
in your amended
and restated certificate of incorporation identifies the federal
district courts of the United
States of America for the resolution of any complaint asserting a
cause of action arising
under the Securities Act or the rules and regulations promulgated
thereunder. However,
we could find no such provision in your amended and restated
certificate of incorporation
filed as Exhibit 3.2 to your registration statement. Please revise for
consistency, and if
your exclusive forum provision does not apply to any actions arising
under the Securities
Act, please ensure that your amended and restated certificate of
incorporation clearly
states that the exclusive forum provision does not apply to actions
arising under the
Securities Act or tell us how you will inform investors in future
filings that the provision
does not apply to any actions arising under the Securities Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Susan Block at 202-551-3210 with
any other
questions.
FirstName LastNameJohn Rodin Sincerely,
Comapany NameLongview Acquisition Corp. II
Division of
Corporation Finance
February 25, 2021 Page 2 Office of
Finance
FirstName LastName