Longview Acquisition Corp.

The dual-class arithmetic is what a holder should take from this: the 26,426,937 Class B shares represented carry 20 votes each, roughly 528.5 million votes, against 163,228,826 Class A votes - so the Class B holders control more than three-quarters of the voting power despite holding a small fraction of the economics. Any proposal at this company therefore passes or fails on the founder side's preference, whatever the Class A turnout.

Butterfly's Series A preferred holders take 26,426,937 shares of a separate New Butterfly Class B class that converts one-for-one into Class A, which is why the fee table prices both identically. The Class A tranche carries two prices because it was registered in two stages: 15,686,975 shares at $20.10, the high-low average on December 29, 2020, and 92,015,168 shares at $9.83, the average on November 19, 2020 — the stock roughly doubled between the original registration statement and the first amendment. The count also includes shares issuable on Butterfly's convertible promissory notes.

The added shares are priced separately and the gap is the point: 92,015,168 shares are still valued at $9.83, Longview's average high and low on November 19, 2020, while the 15,686,975 new ones are valued at $20.10, the average on December 29, 2020. The prospectus cover meanwhile still offers 91,974,758 Class A shares, so the cover and the fee table continue to disagree. The Class A total assumes a closing date of March 31, 2021, and Butterfly's Series A preferred alone takes the 26,426,937 Class B shares.

The Class A pool answers a wide set of Butterfly instruments rather than just its common stock: holders of Butterfly common, Series B, Series C and Series D preferred, its convertible promissory notes, and options exercisable before the closing all draw on it, while the Class B shares go specifically to holders of Butterfly's Series A preferred. The fee is priced in two tranches — 15,686,975 shares at $20.10, the average high and low on December 29, 2020, and 92,015,168 at $9.83, the average on November 19, 2020 — so the registration straddles a large move in the SPAC's own share price.

The two Class A counts in this filing do not agree: the fee table registers 92,015,168 shares while the prospectus cover offers 91,974,758, and the document does not explain the gap. The Class A total assumes a closing date of March 31, 2021 and covers Butterfly's common stock, its Series B, C and D preferred and its convertible promissory notes, while Butterfly's Series A preferred alone takes the 26,426,937 Class B shares, each convertible into one Class A share. The $9.83 is the average of Longview's high and low trading prices on November 19, 2020.