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.