Item 1.01. Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On January 12, 2023, Leo Holdings Corp. II (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 (the "Agreement"). World View and the Company are collectively referred to as the "Parties."

The Domestication

Pursuant to the Agreement, prior to the closing of the transactions contemplated by the Agreement (the "Closing"), the Company shall domesticate as a Delaware corporation (the "Domestication") in accordance with Section 388 of the Delaware General Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands.

In connection with the Domestication, (i) each Class A ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of common stock, par value $0.0001 per share of the Company (the "Company Common Stock") and (ii) each Class B ordinary share, par value $0.0001 per share of the Company outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Company Common Stock.

The Business Combination

Pursuant to the Agreement, it is anticipated that (a) Merger Sub I shall 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 will 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 "Business Combination." The Business Combination is expected to close in the second quarter of 2023, following the receipt of the required approval by the Company's shareholders and the fulfillment or waiver of other customary closing conditions.

Business Combination Consideration

In accordance with the terms and subject to the conditions of the Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.00001 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 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 Agreement will be approximately $350,000,000 (subject to certain adjustments as set forth in the Agreement, including with respect to the sponsor promote value, certain transaction expenses and the cash and debt of World View).

Representations and Warranties; Covenants

The Agreement contains customary representations and warranties and covenants from each of the parties, including certain restrictive covenants applicable to the Selling Parties. The Parties have agreed to take all actions necessary or appropriate such that effective immediately after the effective time of the First Merger the Company's board of directors will be divided into three classes and be composed of a total of seven (7) directors, which directors shall include two (2) individuals designated by the Company, four (4) individuals designated by World View and one (1) individual designated by the Parties who qualifies as an "independent director" under the rules of the New York Stock Exchange ("NYSE") or the Nasdaq Stock Market LLC ("Nasdaq"), as applicable. The Parties may also enter into additional equity or equity-linked financing commitments for up to $75 million gross proceeds at or prior to the closing of the Business Combination.



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Conditions to Each Party's Obligations

The obligations of Parties to consummate the transactions contemplated by the Merger Agreement, are subject to the satisfaction or waiver (where permissible) . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement or a Registrant.

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 "Extension Meeting"), the Sponsor agreed that if the Extension Amendment Proposal (as defined below) 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 Extension Meeting, $720,000 to be deposited into the trust account established in connection with the Company's initial public offering (the "Trust Account"). In addition, in the event the Company does not consummate an initial business combination by the Articles Extension Date (as defined below), 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 following the Articles Extension Date.

Accordingly, on January 12, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the "Promissory Note") to the Sponsor. The Sponsor must fund the initial principal amount of $720,000 within two (2) business days of the date of the Promissory Note. The 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 Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the 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.

The foregoing description of the Promissory Note is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.4 hereto and which is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 10, 2023, the board of directors of the Company appointed Mark Masinter as a new director of the Company. Mr. Masinter has been appointed to serve on the audit, nominating and compensation committees of the Company.

Mark Masinter serves as Chairman of Global Retail, Newmark Retail Services. Mr. Masinter joined Newmark from Open Realty Advisors, an esteemed global retail commercial real estate advisory firm acquired by Newmark in 2022. As Chairman of Global Retail, Mr. Masinter oversees strategic planning and business development for Newmark's North American and International retail real estate business line. Prior to joining Newmark, Mr. Masinter served as Managing Member and Founder of Open Realty Advisors, establishing the firm in 1987. Under Mr. Masinter's leadership, Open Realty Advisors consulted and led the store growth and real estate execution strategies of some of North America's premier consumer brands. As Managing Member of Open Realty Partners, Mr. Masinter led the firm's principal investment and development endeavors which has resulted in the successful execution of some of the premier retail and mixed-use properties in the US. In this role, Mr. Masinter's primary focus was on design, curation, leasing and capital raising. Mr. Masinter graduated from Avon Old Farms School and received a Bachelor of Political Science degree from Southern Methodist University. The Company believes that Mr. Masinter's deep consumer industry background, coupled with broad operational and transactional experience, make him well qualified to serve as a director.



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The board of directors of the Company has affirmatively determined that Mr. Masinter meets the applicable standards for an independent director under both the rules of the NYSE and Rule 10A-3 under the Exchange Act.

Mr. Masinter will not be compensated by the Company for his services as a director.

In connection with his appointment, Mr. Masinter is expected to enter into the Company's standard form of indemnity agreement for directors and officers and Mr. Masinter has previously entered into the letter agreement, dated January 7, 2021, by and among the Company, the Sponsor and the Company's officers and directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On January 9, 2023, the Company held the Extension Meeting to amend the Company's amended and restated memorandum and articles of association (the "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 "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 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 "Extension Amendment Proposal"). The shareholders of the Company approved the Extension Amendment Proposal at the Extension Meeting and on January 10, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.

The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 9, 2023, the Company held the Extension Meeting to approve the Extension Amendment Proposal and a proposal to allow the adjournment of the Extension Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there were insufficient ordinary shares of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii) if the shareholders of the Company redeem an amount of shares in connection with the Articles Amendment such that the Company would not adhere to the continued listing requirements of NYSE (the "Adjournment Proposal"), each as more fully described in the Proxy Statement. As there were sufficient votes to approve the Extension Amendment Proposal and following redemptions in connection with the Articles Amendment the Company adheres to the continued listing requirements of NYSE, the Adjournment Proposal was not presented to shareholders.

Holders of 35,134,629 ordinary shares of the Company held of record as of December 12, 2022, the record date for the Extension Meeting, were present in person or by proxy at the meeting, representing approximately 74.95% of the voting power of the Company's ordinary shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.



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The voting results for the proposals were as follows:

The Extension Amendment Proposal



   For        Against    Abstain
33,288,891   1,845,738      0

In connection with the vote to approve the 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 $334,239,331.

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.

Cautionary Notice Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K and the documents incorporated by reference herein are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as "anticipate," "approximate," "believe," "commit," "continue," "could," "estimate," "expect," "hope," "intend," "may," "outlook," "plan," "project," "potential," "should," "would," "will" and other similar words or expressions. These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are 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 the 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 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 additional financing; the outcome of any legal proceedings that may be instituted against World View or against the Company related to the Business Combination or any related agreements; the ability to maintain the listing of the Company'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 macroeconomic conditions, such as high inflation and recessionary environments; the risks to World View's business if internal processes and information technology systems are not properly maintained; risks associated with World View's operational dependence on independent contractors and third parties; risks associated with World View's reliance on certain suppliers, including recent global supply chain slowdowns and disruptions; risks and uncertainties related to World View's international operations, including possible restrictions on cross border investments which could harm World View's financial position; ability to achieve improved margins and cost efficiency; continuing risks relating to the COVID 19 pandemic; and risks associated with World View's ability to develop its products and achieve regulatory approvals or milestones on the timelines expected or at all. The foregoing list of factors is not exhaustive.



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The reader should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Company's final prospectus dated January 7, 2021, related to its initial public offering, and other documents filed by the Company from time to time with the SEC.

The reader is cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of the Company. The Company and World View expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of the Company or World View with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Additional Information

The Company intends to file with the SEC a Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement"), which will include a preliminary proxy statement/prospectus of the Company, which will be both the proxy statement to be distributed to holders of the Company's ordinary shares in connection with the solicitation of proxies for the vote by the Company's shareholders with respect to the proposed Business Combination and related matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Business Combination. After the Registration Statement is declared effective, the Company will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. The Company's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with the Company's solicitation of proxies for its shareholders' meeting to be held to approve the Business Combination and related matters because the proxy statement/prospectus will contain important information about the Company and World View and the proposed Business Combination.

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 SEC's website at www.sec.gov or by directing a request to: Leo Holdings Corp. II, 21 Grosvenor Pl, London SW1X 7HF, United Kingdom or by emailing brown@leo.holdings.

Participants in the Solicitation

This Current Report on Form 8-K is not a solicitation of a proxy from any investor or securityholder. However, the Company, World View and the Sponsor and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from the Company's shareholders with respect to the proposed Business Combination and related matters. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of the Company and World View in the proxy statement/prospectus relating to the proposed Business Combination when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above.



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Item 9.01. Financial Statements and Exhibits.





Exhibit
Number                                   Description

 2.1†         Agreement and Plan of Merger, dated as of January 12, 2023, by and
            among Leo Holdings Corp. II, Glimpse Merger Sub, Inc., Glimpse Merger
            Sub II, LLC, and World View Enterprises Inc.

 3.1          Amendment to Amended and Restated Memorandum and Articles of
            Association.

10.1          Sponsor Agreement, dated January 12, 2023, by and among Leo Holdings
            Corp. II, World View Enterprises Inc., Leo Investors II Limited
            Partnership and other parties thereto.

10.2          Form of Amended and Restated Registration Rights Agreement, by and
            among Leo Holdings Corp. II, Leo Investors II Limited Partnership and
            other parties thereto.

10.3          Support Agreement, dated January 12, 2023, by and among Leo Holdings
            Corp. II, World View Enterprises Inc. and other parties thereto.

10.4          Promissory Note, dated January 12, 2023, by and among Leo Holdings
            Corp. II and Leo Investors II Limited Partnership.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

† Certain of the exhibits and schedules to this exhibit have been omitted in


  accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
  supplementally a copy of all omitted exhibits and schedules to the SEC upon its
  request.



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