2022. Delaware (I.R.S. Employer code) ☒ its product platforms, and marketing of both custom and standardized product solutions. year or any other future interim or annual periods. approximately $194 million. As of Condensed Consolidated Financial Statements and Other Risks and Uncertainties CF II’s Class A Common Stock, The Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of thirty days’ prior written notice of redemption (“Redemption Period”). For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given. Redemption Period at $11.50 per share. If the Company calls the Public Warrants for redemption, specified thresholds. As of September 30, 2021, the thresholds for the Officer RSUs had not been achieved, and 12,500,000 RSUs of the Officer RSUs were outstanding. As of September 30, 2022, due to the Amendment, the underlying shares are no longer contingently issuable and 6,750,000 unvested Officer RSUs are included in the anti-dilutive table. on June 15, 2022. $15.1 million reduction in depreciation expense primarily due to certain assets that were abandoned and written off in the third quarter of 2021. The remaining decrease related to $2.8 million reduction in costs for existing projects related to our IGU product and manufacturing processes which were completed prior to the third quarter of 2022 and $2.3 million reduction in costs for Smart Building Technology development and enhancement projects that have not been commercialized as part of planned cost reductions for cash conservation. filing is dependent upon our ability to attain and maintain profitable operations by entering into profitable sales contracts and generating sufficient operating cash flow. We any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 2020OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 CF FINANCE ACQUISITION CORP. IIDelaware001-3947084-323506584-3235065 (State or other jurisdiction of
incorporation or organization)(CommissionFile Number)
Identification Number)110 East 59th Street,New York, NY10022No.)95035 (Address of principal executive offices) (Zip Code) code: (212) 938-5000Not Applicableor former address and former fiscal year, if changed since last report)Title of each class Trading
Symbol(s)Name of each exchange
on which registeredUnits, each consisting of one share of Class A common stock and one-third of one redeemable warrantCFIIUThe Nasdaq Capital MarketClass A common stock, par value, $0.0001 $0.0001 per shareCFIIVIEWThe Nasdaq CapitalGlobal MarketRedeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 CFIIWVIEWWThe Nasdaq CapitalGlobal MarketLarge accelerated filer ☐ Accelerated filer☐ Non-accelerated filer☒ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☒¨ Emerging growth company ☒¨ ☒☐ No ☐12, 2020, 51,100,0003, 2022, 221,505,840 shares of Class A common stock, par value $0.0001, and 12,500,000 shares of Class B common stock, par value $0.0001 of the registrant were issued and outstanding.CF FINANCE ACQUISITION CORP. IIPage No.Page No. 1123Unaudited Condensed Statement of Cash Flows for the six months ended Nine Months Ended September 30, 20202022 and for the period from September 27, 2019 (inception) through September 30, 2019202145161919202020212121Item 6.21SIGNATURES22iStatements.CF FINANCE ACQUISITION CORP. IICONDENSED BALANCE SHEETS September 30, 2020 March 31, 2020 (Unaudited) Assets: Current assets: Cash $ 404,636 $ 25,000 Prepaid expenses 24,062 - Total current assets 428,698 - Cash equivalents held in Trust Account 500,000,000 - Total Assets $ 500,428,698 $ 25,000 Liabilities and Stockholders’ Equity: Current liabilities: Accrued expenses 44,577 505 Payables to related parties 32,083 - Franchise tax payable 16,667 - Total current liabilities 93,327 505 Commitments and Contingencies Class A common stock, 49,533,537 and -0- shares subject to possible redemption at $10.00 per share at September 30, 2020 and March 31, 2020, respectively 495,335,370 - Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,566,463 and -0- shares issued and outstanding (excluding 49,533,537 and -0- shares subject to possible redemption) at September 30, 2020 and March 31, 2020, respectively 157 - Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 14,375,000 shares issued and outstanding at September 30, 2020 and March 31, 2020 (1) 1,438 1,438 Additional paid-in capital 5,068,202 23,562 Accumulated deficit (69,796 ) (505 ) Total Stockholders’ Equity 5,000,001 24,495 Total Liabilities and Stockholders’ Equity $ 500,428,698 $ 25,000 (1)Includes an aggregate of up to 1,875,000 shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 6). This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 1.3125-for-1 stock split and a cancellation of 718,750 Founder Shares (see Note 6). On October 10, 2020, upon the expiration of the 45-day over-allotment period and the underwriters not exercising the over-allotment option, 1,875,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).September 30,
2022December 31,
2021Assets Current assets: Cash and cash equivalents $ 51,272 $ 281,081 Accounts receivable, net of allowances 23,934 30,605 Inventories 17,852 10,267 Prepaid expenses and other current assets 34,529 21,579 Total current assets 127,587 343,532 Property and equipment, net 262,549 268,401 Restricted cash 16,444 16,462 Right-of-use assets 19,167 21,178 Other assets 27,186 29,493 Total assets $ 452,933 $ 679,066 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 15,232 $ 24,186 Accrued expenses and other current liabilities 54,782 59,456 Accrued compensation 11,430 9,508 Deferred revenue 7,677 11,460 Total current liabilities 89,121 104,610 Debt, non-current 13,225 13,960 Sponsor earn-out liability 1,260 7,624 Lease liabilities 20,485 22,997 Other liabilities 41,068 50,537 Total liabilities 165,159 199,728 Stockholders’ equity: Common stock, $0.0001 par value; 600,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 221,390,799 and 219,195,971 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 22 22 Additional paid-in capital 2,792,406 2,736,647 Accumulated deficit (2,504,654) (2,257,331) Total stockholders’ equity 287,774 479,338 Total liabilities and stockholders’ equity $ 452,933 $ 679,066 unaudited condensed consolidated financial statements.CF FINANCE ACQUISITION CORP. IIUNAUDITED CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) For the Three Months Ended September 30,
2020 For the Six Months Ended September 30,
2020 For the period from September 27, 2019 (inception) through September 30,
2019 General and administrative costs $ 52,624 $ 52,624 $ - Franchise tax expense 16,667 16,667 - Loss from operations (69,291 ) (69,291 ) - Net loss $ (69,291 ) $ (69,291 ) $ - Weighted average shares outstanding of Class A common stock 51,100,000 51,100,000 - Basic and diluted net income (loss) per share, Class A $ (0.00 ) $ (0.00 ) $ - Weighted average shares outstanding of Class B common stock (1) 12,500,000 12,500,000 12,500,000 Basic and diluted net income (loss) per share, Class B $ (0.00 ) $ (0.00 ) $ - (1)Excludes an aggregate of up to 1,875,000 shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 6). This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 1.3125-for-1 stock split and a cancellation of 718,750 Founder Shares (see Note 6). On October 10, 2020, upon the expiration of the 45-day over-allotment period and the underwriters not exercising the over-allotment option, 1,875,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 23,762 $ 18,884 $ 57,090 $ 45,579 Costs and expenses: Cost of revenue 49,126 51,828 129,219 137,617 Research and development 15,554 36,314 56,157 73,924 Selling, general, and administrative 41,174 38,210 124,888 94,543 Total costs and expenses 105,854 126,352 310,264 306,084 Loss from operations (82,092) (107,468) (253,174) (260,505) Interest and other expense (income), net Interest expense, net 58 287 324 5,906 Other expense (income), net 118 (100) 259 6,320 Gain on fair value change, net (226) (13,078) (6,511) (18,426) Loss on extinguishment of debt — — — 10,018 Interest and other (income) expense, net (50) (12,891) (5,928) 3,818 Loss before provision (benefit) for income taxes (82,042) (94,577) (247,246) (264,323) Provision (benefit) for income taxes 23 (425) 77 (416) Net and comprehensive loss $ (82,065) $ (94,152) $ (247,323) $ (263,907) Net loss per share, basic and diluted $ (0.38) $ (0.44) $ (1.15) $ (1.64) Weighted-average shares used in calculation of net loss per share, basic and diluted 214,775,043 212,154,820 214,422,143 160,497,517 unaudited condensed consolidated financial statements.CF FINANCE ACQUISITION CORP. IICONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYFOR THE PERIOD FROM MARCH 31, 2020 THROUGH SEPTEMBER 30, 2020(UNAUDITED) For the three and six months ended September 30, 2020 Common Stock Additional Total Class A Class B Paid-In Accumulated Stockholders’ Shares Amount Shares (1) Amount Capital Deficit Equity Balance - March 31, 2020 - $ - 14,375,000 $ 1,438 $ 23,562 $ (505 ) $ 24,495 Net loss - - - - - - - Balance - June 30, 2020 (unaudited) - $ - 14,375,000 $ 1,438 $ 23,562 $ (505 ) $ 24,495 Sale of units in initial public offering 50,000,000 5,000 - - 499,995,000 - 500,000,000 Offering costs - - - - (10,619,833 ) - (10,619,833 ) Sale of private placement units to Sponsor in private placement 1,100,000 110 - - 10,999,890 - 11,000,000 Class A common stock subject to possible redemption (49,533,537 ) (4,953 ) - - (495,330,417 ) - (495,335,370 ) Net loss - - - - - (69,291 ) (69,291 ) Balance - September 30, 2020 (unaudited) 1,566,463 $ 157 14,375,000 $ 1,438 $ 5,068,202 $ (69,796 ) $ 5,000,001 For the period from September 27, 2019 (inception) through September 30, 2019 Common Stock Additional Total Class A Class B Paid-In Accumulated Stockholders’ Shares Amount Shares (1) Amount Capital Deficit Equity Balance - September 27, 2019 (inception) - $- - $- $- $- $- Issuance of Class B common stock to Sponsor - - 14,375,000 1,438 23,562 - 25,000 Balance - September 30, 2019 (unaudited) - $ - 14,375,000 $ 1,438 $ 23,562 $ - $ 25,000 (1)Includes an aggregate of up to 1,875,000 shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriter (see Note 6). This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 1.3125-for-1 stock split and a cancellation of 718,750 Founder Shares (see Note 6). On October 10, 2020, upon the expiration of the 45-day over-allotment period and the underwriters not exercising the over-allotment option, 1,875,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).Common Stock Additional
Paid-In
CapitalAccumulated
DeficitTotal
Stockholders’
EquityShares Amount Balances as of December 31, 2021 219,196 $ 22 $ 2,736,647 $ (2,257,331) $ 479,338 Vesting of restricted stock units 26 — — — — Stock-based compensation — — 17,468 — 17,468 Net loss — — — (82,372) (82,372) Balances as of March 31, 2022 219,222 $ 22 $ 2,754,115 $ (2,339,703) $ 414,434 Vesting of restricted stock units 6 — — — — Stock-based compensation — — 18,141 — 18,141 Net loss — — — (82,886) (82,886) Balances as of June 30, 2022 219,228 $ 22 $ 2,772,256 $ (2,422,589) $ 349,689 Vesting of restricted stock units 4,050 — — — — Stock-based compensation — — 23,226 — 23,226 Shares withheld related to net share settlement of equity awards (1,887) — (3,076) — (3,076) Net loss — — — (82,065) (82,065) Balances as of September 30, 2022 221,391 $ 22 $ 2,792,406 $ (2,504,654) $ 287,774 Redeemable Convertible Preferred Stock Common Stock Additional
Paid-In
CapitalAccumulated
DeficitTotal
Stockholders’
Equity (Deficit)Shares Amount Shares Amount Balances as of December 31, 2020 5,222,852 $ 1,812,678 73,483 $ 7 $ 89,782 $ (1,914,353) $ (1,824,564) (5,101,421) — (71,774) (7) 7 — — Balances as of December 31, 2020, as converted 121,431 $ 1,812,678 1,709 $ — $ 89,789 $ (1,914,353) $ (1,824,564) Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (121,431) (1,812,678) 121,431 12 1,812,666 — 1,812,678 Reverse recapitalization transaction, net of fees — — 93,865 10 745,741 — 745,751 Conversion of redeemable convertible preferred stock warrants to common stock warrants in connection with reverse recapitalization — — — — 7,267 — 7,267 Issuance of common stock upon exercise of stock options — — 72 — 382 — 382 Stock-based compensation — — — — 10,463 — 10,463 Net loss — — — — — (74,035) (74,035) Balances as of March 31, 2021 — $ — 217,077 $ 22 $ 2,666,308 $ (1,988,388) $ 677,942 Issuance of common stock upon exercise of stock options — — 4 — 31 — 31 Vesting of restricted stock units — — 35 — — — — Stock-based compensation — — — — 22,274 — 22,274 Net loss — — — — — (95,720) (95,720) Balances as of June 30, 2021 — $ — 217,116 $ 22 $ 2,688,613 $ (2,084,108) $ 604,527 Vesting of restricted stock units — — 40 — — — — Stock-based compensation — — — — 22,470 — 22,470 Net loss — — — — — (94,152) (94,152) Balances as of September 30, 2021 — $ — 217,156 $ 22 $ 2,711,083 $ (2,178,260) $ 532,845 unaudited condensed consolidated financial statements.CF FINANCE ACQUISITION CORP. IICONDENSED STATEMENT OF CASH FLOWS(UNAUDITED) For the Period from September 27, For the Six Months 2019 (inception) Ended September 30,
2020 through September 30,
2019 Cash Flows from Operating Activities: Net loss $ (69,291 ) $ - Adjustments to reconcile net loss to net cash used in operating activities: General and administrative expenses paid by related party 32,614 - Changes in operating assets and liabilities: Prepaid expenses (24,062 ) - Accrued expenses 44,072 - Franchise tax payable 16,667 - Net cash used in operating activities - - Cash Flows from Investing Activities: Cash deposited in Trust Account (500,000,000 ) - Net cash used in investing activities (500,000,000 ) - Cash Flows from Financing Activities: Repayment of note payable to related party (185,410 ) - Proceeds from issuance of Class B common stock to Sponsor - 25,000 Proceeds received from initial public offering, gross 500,000,000 - Proceeds received from private placement 11,000,000 - Offering costs paid (10,434,954 ) - Net cash provided by financing activities 500,379,636 25,000 Net change in cash 379,636 25,000 Cash - beginning of the period 25,000 - Cash - end of the period $ 404,636 $ 25,000 Supplemental disclosure of noncash activities: Offering costs included in note payable $ 184,879 $ - Initial classification of Class A common stock subject to possible redemption $ 495,335,370 $ - Nine Months Ended September 30, 2022 2021 Cash flows from operating activities: Net loss $ (247,323) $ (263,907) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 17,797 35,200 Loss on extinguishment of debt — 10,018 Gain on fair value change, net (6,511) (18,426) Stock-based compensation 58,835 55,207 Other 1,008 1,524 Changes in operating assets and liabilities: Accounts receivable 6,693 (6,683) Inventories (7,585) (3,272) Prepaid expenses and other current assets (11,090) (7,254) Other assets 2,616 (472) Accounts payable (2,803) (2,226) Deferred revenue (3,783) 963 Accrued compensation 1,922 1,661 Accrued expenses and other liabilities (13,977) 8,923 Net cash used in operating activities (204,201) (188,744) Cash flows from investing activities: Purchases of property and equipment (14,396) (15,419) (5,160) — Acquisition, net of cash acquired — (4,938) Net cash used in investing activities (19,556) (20,357) Cash flows from financing activities: — (257,454) Repayment of other debt obligations (735) — Payments of obligations under finance leases (400) (520) Proceeds from issuance of common stock upon exercise of stock options — 403 — 815,184 — (41,655) (3,076) — Net cash (used in) provided by financing activities (4,211) 515,958 Net (decrease) increase in cash, cash equivalents, and restricted cash (227,968) 306,857 Cash, cash equivalents, and restricted cash, beginning of period 297,543 74,693 Cash, cash equivalents, and restricted cash, end of period $ 69,575 $ 381,550 Supplemental disclosure of cash flow information: Cash paid for interest $ 55 $ 19,366 Non-cash investing and financing activities: Payables and accrued liabilities related to purchases of property and equipment $ 1,569 $ 2,749 Conversion of redeemable convertible preferred stock to common stock $ — $ 1,812,678 Conversion of redeemable convertible preferred stock warrants to common stock warrants $ — $ 7,267 Common stock issued in exchange for services associated with the reverse recapitalization $ — $ 7,500 Common stock issued upon vesting of restricted stock units $ 6,651 $ 539 unaudited condensed consolidated financial statements.FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNote 1—DescriptionFinance Acquisition Corp. II) and its wholly-owned subsidiaries (collectively “View” or the “Company”), headquartered in Milpitas, California, is a technology company that manufactures smart building products intended to help improve people’s health, productivity, and experience, while simultaneously reducing energy consumption. View’s primary product is a proprietary electrochromic or “smart” glass panel that when combined with View’s proprietary network infrastructure and software, intelligently adjusts in response to the sun by tinting from clear to dark states, and vice versa thereby reducing heat and glare. The Company is devoting substantially all of Organization, Business Operationsits efforts towards the manufacturing, sale and Basisfurther development of Presentation“Company”“Merger Agreement”) was incorporated in, by and among CF II, PVMS Merger Sub, Inc., a Delaware on September 27, 2019. The Company was formed forcorporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (hereinafter referred to as “Legacy View”). Pursuant to the purpose of effectingMerger Agreement, a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination between CF II and Legacy View was effected through the merger of Merger Sub with one or more businessesand into Legacy View, with Legacy View (the “Business Combination”).Although surviving as the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growthsurviving company and as such,a wholly-owned subsidiary of CF II (the “Merger” and collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation.is subject to all ofcompleted the risks associated with early stageTransactions and emerging growth companies.As of September 30, 2020, the Company had not commenced operations. All activity through September 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of net gains on investments, dividends and interest income on U.S. Treasury Securities, investments in money market funds that invest in U.S. Treasury Securities, and cash from the proceeds derived from the Initial Public Offering. The Company has selected March 31 as its fiscal year end.The Company’s sponsor is CF Finance Holdings II, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 26, 2020. On August 31, 2020, the Company consummated the Initial Public Offering of 50,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) at a purchase price of $10.00 per Unit, generating gross proceeds of $500,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Company granted the underwriter a 45-day option to purchase up to an additional 7,500,000 Units to cover over-allotments, if any. The over-allotment option expired unexercised on October 10, 2020.Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,100,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $11,000,000, which is described in Note 4.Transaction costs amounted to approximately $10,600,000, consisting of $10,100,000 of underwriting fees and approximately $500,000 of other costs. In addition, approximately $500,000 of cash from the Initial Public Offering was held outside of the Trust Account and is available for working capital purposes.Following the closing of the Initial Public Offering on August 31, 2020 and the concurrent sale of Private Placement Units, an amount of $500,000,000 ($10.00 per Unit) from theraised net proceeds of $771.3 million, net of transaction costs of $43.9 million. In conjunction with the saleTransactions, the Company repaid in full the revolving debt facility of $276.8 million, including accrued interest and future interest through maturity of the Units innotes of $26.8 million. See Initial Public Offeringreverse recapitalization.the sale of the Private Placement Units (see Note 4) was 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, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 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 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSInitial 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 Units, 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 taxes payable on income earned on the Trust Account) at the time 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 the holders of the Public Shares (the “public stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below)accompanying notes have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination.Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 common stock sold in the Initial Public Offering, without the prior consent of the Company.The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.Failure to Consummate a Business Combination – The Company has until August 31, 2022 to consummate a Business Combination (or a later date approved by the Company’s stockholdersbeen prepared in accordance with the Amended and Restated Certificate of Incorporation, the “Combination Period”). If the Company is unable to complete a Business Combination by 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSThe initial stockholders have 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 initial stockholders 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. 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 less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has 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, 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.Basis of PresentationThe unaudited condensed financial statements are presented in accordance withgenerally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and are unaudited. The Company’s condensed consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.consisting only ofincluding normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentationstatement of the Company’s financial position as of September 30, 2020 and2022, the results of operations for the three and nine months ended September 30, 2022 and the cash flows for the periods presented. Certain informationnine months ended September 30, 2022. The results of operations for the three and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim resultsnine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for athe full year.unaudited condensed consolidated financial statements should be readhave been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in conjunction with the auditednormal course of business. The financial statements and notes thereto included in the Form8-K and the final prospectus filed bydo not include any adjustments that might be necessary should the Company withbe unable to continue as a going concern. Since inception, the SEC on August 28, 2020 andCompany has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $2,504.7 million as of September 4, 2020, respectively.Emerging Growth30, 2022. For the nine months ended September 30, 2022, the CompanyThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not havenet loss of approximately $247.3 million and negative cash flows from operations of approximately $204.2 million. In addition, for the nine months ended September 30, 2021, the Company had a classnet loss of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt outapproximately $263.9 million and negative cash flows from operations of the extended transition periodapproximately $188.7 million. Cash and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.cash equivalents as of September 30, 2022 was $51.3 million. The Company has elected nothistorically financed its operations through the issuance and sale of redeemable convertible preferred stock, the issuance of debt financing, the gross proceeds associated with the Merger and revenue generation from product sales. The Company’s business will require significant amounts of capital to opt out of such extended transition period, which means that when a standard is issued or revisedsustain operations and it has different application dates for public or private companies, the Company will need to make the investments it needs to execute its long-term business plans.emerging growth company, can adoptagreement on October 25, 2022 resulting in the new or revised standard at the time private companies adopt the new or revised standard.CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSThis may make comparisonsale of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out$200.0 million aggregate principal amount of using the extended transition period difficult or impossible becauseConvertible Senior Pay in Kind (“PIK”) Toggle Notes (the “Notes”), generating net proceeds of the potential differences in accounting standards used.Liquidity and Capital ResourcesSeptember 30, 2020,October 31, 2022, the Company had approximately $405,000$228 million in cash and cash equivalents on hand.bank account,costs and working capital of approximately $335,000.The Company’s liquidity needs to date have been satisfied through a contribution of $25,000meet its obligations beyond twelve months from the Sponsor in exchangedate of this filing is dependent upon its ability to attain and maintain profitable operations by entering into profitable sales contracts and generating sufficient operating cash flow. The Company is evaluating the impact of the Investment Tax Credit (“ITC”) available to its customers under the Inflation Reduction Act of 2022 (“IRA”) passed by Congress and signed into law on August 16, 2022 and the potential positive impact it may have on the future demand for the issuanceCompany’s products and the Company’s objective of profitable operations.Founder Shares,Company’s common stock under the loancommon stock purchase agreements (the “Purchase Agreements”) discussed further in Note 9, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of approximately $185,000 fromholders of common stock. If the SponsorCompany raises funds in the future by issuing additional debt securities, these debt securities could have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of any additional debt securities or borrowings could impose significant restrictions on the Company’s operations. The capital markets have experienced in the past, and may experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, recent and anticipated future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, will continue to impact the cost of debt financing.promissory note (the “Note”) (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note as of August 31, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $750,000 to be provided toCompany’s current business plan, which would require the Company to fund the Company’s expenses relatingmodify its operations to investigating and selectingreduce spending to a target business andsustainable level by, among other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsorthings, delaying, scaling back or an affiliate of the Sponsor,eliminating some or certainall of the Company’s officersongoing or planned investments in corporate infrastructure, business development, sales and directors may, but are not obligatedmarketing, research and development and other activities, which would have a material impact on the Company’s operations and its ability to provideincrease revenues, or the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under the Sponsor Loan or any Working Capital Loan.Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directorsmay be forced to meetdiscontinue its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Note 2—operations entirely.UseEstimatesThe preparation ofthe audited consolidated financial statements as of and for the year ended December 31, 2021 included in conformity with GAAP requires the Company’s management2021 Annual Report on Form 10-K.make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased, and interests in certain money market funds regulated pursuant to Rule 2a-7 under the Investment Company Act, to be cash equivalents. The Company had approximately $500 million and $0 in cash equivalents held in the Trust Account as of September 30, 2020 and March 31, 2020, respectively.concentrationsconcentration of credit risk consist primarily of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are held in the Trust Account. Atby domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of September 30, 2020 and March 31, 2020,2022, the Company has not experienced any losses on theseits deposits of cash and cash equivalents.and management believes the Company is not exposed to significant risks on such accounts.8CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSFair Value of Financial InstrumentsAsreceivable, net as of September 30, 20202022, each accounting for 15.4%, 13.4%, 12.0%, and March10.0% of accounts receivable, net, respectively. Four customers accounted for 53.0% of accounts receivable, net as of December 31, 2021, accounting for 15.2%, 13.3%, 12.8% and 11.8% of accounts receivable, net, respectively. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.carrying valuesFASB issued No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (“EPS”) calculation in certain areas. ASU 2020-6 is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating whether this guidance will have a significant impact on its condensed consolidated financial statements.cash equivalents held in Trust Account, accrued expenses, notes payable – related party, and franchise tax payable approximate their fair values dueCF II’s trust account from its initial public offering, net of redemptions of CF II Class A Common Stockthe short-term natureCondensed Consolidated Financial Statementsthe instruments.Offering Costs Associated with the Initial Public OfferingOffering costs consisted$125.9 million, $260.8 million of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’private investment in public equity upon the completion(“PIPE”) at $10.00 per share of the Initial Public Offering.Subject to Possible RedemptionThe Company accountsand $180.3 million of additional PIPE at $11.25 per share of CF II’s Class A Common Stock.its shares of Legacy View Class A common stock. Upon consummation of the Merger, all holders of Legacy View Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A commonand redeemable convertible preferred stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemablereceived shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as shareholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 49,533,537 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.Income TaxesIncome taxes are accounted for under ASC Topic 740, Income Taxes, using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance would be established to offset their benefit.ASC Topic 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations.Net Income Per ShareNet income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,033,334, of the Company’s Class A common stock in the calculationat a deemed value of diluted income$10.00 per share since their inclusion would be anti-dilutive underafter giving effect to the treasury stock method.CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSThe Company’s unaudited condensed statementsExchange Ratio based on the completion of operations includethe following transactions contemplated by the Merger Agreement:presentationnumber of income per share forshares of View, Inc. Class A common stock subject to redemption in a manner similarCommon Stock equal to the two-class methodExchange Ratio;income per share. Net income per share, basic and dilutedall outstanding Legacy View Warrants into warrants exercisable for shares of View Inc. Class A common stock are calculated by dividingCommon Stock with the gain on investments (net), dividendssame terms except for the number of shares exercisable and interest earned on cash equivalentsthe exercise price, each of which was adjusted using the Exchange Ratio; and investments held in Trust Account, netconversion of applicable taxes availableall outstanding vested and unvested Legacy View Options into options exercisable for shares of View Inc. Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio.be withdrawn fromadditional paid-in capital as a reduction of proceeds and the Trust Account by the weighted averageremaining $1.5 million was expensed immediately.outstanding forissued immediately following the period. Net loss per share, basicconsummation of the Merger on March 8, 2021 was:Number of Shares 62,500,000 Less redemption of CF II shares (12,587,893) CF II Sponsor Earnout Shares outstanding prior to the Merger 1,100,000 Common stock of CF II 51,012,107 Shares issued in PIPE financing 42,103,156 Shares issued for in kind banker fee payment 750,000 Merger and PIPE financing shares 42,853,156 123,211,449 Total 217,076,712 diluted forCF II Class B stockholders of 12,500,000.Class BLegacy View common stock is calculated by dividingand 5,222,852,052 shares of Legacy View redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy View common stock upon the net income, less income attributableclosing of the Merger, and then converted at the Exchange Rate to the shares of Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share.Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Products $ 21,548 $ 17,684 $ 52,461 $ 44,209 Services 2,214 1,200 4,629 1,370 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Smart Building Platform $ 11,317 $ 9,876 $ 29,578 $ 15,012 Smart Glass 10,320 8,410 19,809 28,205 Smart Building Technologies 2,125 598 7,703 2,362 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: United States $ 21,743 $ 15,682 $ 52,852 $ 37,400 Canada 2,009 2,968 4,170 7,475 Other 10 234 68 704 Total $ 23,762 $ 18,884 $ 57,090 $ 45,579 September 30, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 27,921 $ — $ — $ 27,921 Total cash equivalents 27,921 — — 27,921 Restricted cash: Certificates of deposit — 18,304 — 18,304 Total assets measured at fair value $ 27,921 $ 18,304 $ — $ 46,225 Sponsor earn-out liability $ — $ — $ 1,260 $ 1,260 Private warrants liability — — 27 27 Total liabilities measured at fair value $ — $ — $ 1,287 $ 1,287 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Total cash equivalents 247,500 — — 247,500 Restricted cash: Certificates of deposit — 16,462 — 16,462 Total assets measured at fair value $ 247,500 $ 16,462 $ — $ 263,962 Sponsor earn-out liability $ — $ — $ 7,624 $ 7,624 Private warrants liability — — 174 174 Total liabilities measured at fair value $ — $ — $ 7,798 $ 7,798 Sponsor
Earn-out
LiabilityPrivate
WarrantsBalance as of December 31, 2021 $ 7,624 $ 174 Change in fair value (6,364) (147) Balance as of September 30, 2022 $ 1,260 $ 27 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Sponsor Earn-out Liability $ (225) $ (12,771) $ (6,364) $ (13,113) Private Warrants (1) (307) (147) (257) Redeemable Convertible Preferred Stock Warrants — — — (5,056) (Gain) loss on fair value change, net $ (226) $ (13,078) $ (6,511) $ (18,426) September 30, 2022 December 31, 2021 Stock price $1.34 $3.91 Expected volatility 70.25% 52.50% Risk free rate 4.20% 1.12% Expected term (in years) 3.4 4.2 Expected dividends 0% 0% September 30, 2022 December 31, 2021 Stock price $1.34 $3.91 Expected volatility 70.25% 52.50% Risk free rate 4.25% 1.04% Expected term (in years) 2.9 3.7 Expected dividends 0% 0% September 30, 2022 December 31, 2021 Cash $ 23,351 $ 33,581 Cash equivalents 27,921 247,500 Cash and cash equivalents 51,272 281,081 Restricted cash included in prepaid expenses and other current assets 1,859 — Restricted cash 16,444 16,462 Total cash, cash equivalents, and restricted cash presented in the statements of cash flows $ 69,575 $ 297,543 September 30, 2022 December 31, 2021 Current contract assets $ 14,634 $ 11,532 Short-term deposits 11,555 4,554 Prepaid expenses 5,347 5,478 Restricted cash 1,859 — Other current assets 1,134 15 Total prepaid expenses and other current assets $ 34,529 $ 21,579 September 30, 2022 December 31, 2021 Beginning balance $ 42,256 $ 47,678 Accruals for warranties issued 1,290 1,551 Changes to estimates of volume and costs (116) 1,234 Settlements made (5,055) (8,207) Ending balance $ 38,375 $ 42,256 Warranty liability, current, beginning balance $ 8,868 $ 8,864 Warranty liability, noncurrent, beginning balance $ 33,388 $ 38,814 Warranty liability, current, ending balance $ 8,883 $ 8,868 Warranty liability, noncurrent, ending balance $ 29,492 $ 33,388 September 30,
2022December 31, 2021 Litigation settlement liability - current $ 3,000 $ — Litigation settlement liability - non-current 5,550 7,834 Total litigation settlement liability $ 8,550 $ 7,834 September 30,
2022December 31, 2021 Environmental settlement liability - current $ 2,950 $ 2,950 Environmental settlement liability - non-current 2,000 2,000 Total environmental settlement liability $ 4,950 $ 4,950 Interest Rate September 30,
2022December 31, 2021 Term loan, due June 30, 2032 0% $ 14,695 $ 15,430 Total debt 14,695 15,430 Debt, current 1,470 1,470 Debt, non-current $ 13,225 $ 13,960 Year Ending December 31, Total 2022 (remaining three months) $ 735 2023 1,470 2024 1,470 2025 1,470 2026 1,470 Thereafter 8,080 Total $ 14,695 Class Bthe Company’s common stock issued and outstanding immediately prior to the execution of the Purchase Agreements), subject to reduction as described in the Purchase Agreements, unless the Company obtains approval of its stockholders for the period.Recent Accounting PronouncementsManagement doessale of View Shares in excess of such amount. In addition, the Company will not believe thatsell, and Cantor and Yorkville will not purchase, any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect onView Shares pursuant to the Purchase Agreements, which, when aggregated with all other shares of the Company’s financial statements.Note 3—Initial Public OfferingIncommon stock then beneficially owned by such Investor and its affiliates, would result in, in the Initial Public Offering,case of Cantor, the beneficial ownership by Cantor and its affiliates of more than 9.99% of the Company’s outstanding voting power or shares of the Company’s common stock, or in the case of Yorkville and its affiliates, would result in the beneficial ownership by Yorkville and its affiliates of more than 4.99% of the Company’s outstanding voting power or shares of the Company’s common stock.sold 50,000,000 Units at a pricewill issue to Cantor shares of $10.00 per Unit. Each Unit consists of one share of Class Athe Company’s common stock with a value of $1.3 million (the “Commitment Fee”) as of the trading day prior to the filing of the Resale Registration Statement as consideration for its irrevocable commitment to purchase the View Shares upon the terms and one-thirdsubject to the satisfaction of one redeemable warrant (each,the conditions set forth in its respective Purchase Agreement. In addition, pursuant to the Purchase Agreements, the Company agreed to reimburse Cantor for certain of its expenses. The Company also entered into a “Public Warrant”Registration Rights Agreement (the “Registration Rights Agreement”). with the Investors, pursuant to which the Company has agreed to register the resale of the View Shares and the shares constituting the Commitment Fee. The Purchase Agreements and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations by each party. The Purchase Agreements also provide that the representations and warranties of the Company (a) that are not qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct in all material respects as of the date of the Commencement, except to the extent such representations and warranties are as of another date, in which case such representations and warranties must be true and correct in all material respects as of such other date, and (b) that are qualified by “materiality” or “Material Adverse Effect” (as defined in the Purchase Agreements) must be true and correct as of the date of the Commencement, except to the extent such representations and warranties are as of another date, inPublic Warrantwarrant entitles the holder to purchase one share of Class Athe Company’s common stock at a price of $11.50 per share, subject to adjustment (see Note 6). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.Note 4—Related Party TransactionsFounder SharesIn September 2019, the Sponsor purchased 11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On June 25, 2020, the Company effectuated a 1.3125-for-1 stock split. In August 2020, the Sponsor transferred 20,000 Founder Shares to Mr. Robert Hochberg, an independent director (none of which were subject to forfeiture in the event that the underwriters’ over-allotment option was not exercised in full). In addition, in August 2020, the Sponsor returned to the Company, at no cost, an aggregate of 718,750 Founder Shares, which were cancelled, resulting in an aggregate of 14,375,000 Founder Shares outstanding and held by the Sponsor. All share and per-share amounts have been retroactively restated to reflect the stock split and Founder Shares cancellation. Up to 1,875,000 Founder Shares were subject to forfeiture if the underwriter’s over-allotment option was not exercised in full.adjustments. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions (see Note 6).On October 10, 2020, the 45-day over-allotment option expired unexercised and, as a result, 1,875,000 shares of Class B common stock were forfeited for no consideration by the Sponsor in order for it to maintain ownership of 20.0% of the issued and outstanding shares of common stock of the Company (excluding the Private Placement Units). Such forfeited shares were cancelled by the Company.The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSPrivate Placement UnitsSimultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,100,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($11,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock and one-third of one warrant. Each whole warrant sold as part of the Private Placement Units isWarrants became exercisable for one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Units have been added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the warrants included in the Private Placement Units will expire worthless. The warrants included in the Private Placement Units will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.UnderwriterThere were two underwriters involved in the Initial Public Offering. One of them is an affiliate of the Sponsor (see Note 5).Business Combination Marketing AgreementThe Company has engaged Cantor Fitzgerald & Co., an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Cantor Fitzgerald & Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, and 5.5% of the gross proceeds from the full or partial exercise of the underwriters’ over-allotment option.Related Party LoansIn order to finance transaction costs in connection with an intended Business Combination, the Sponsor has committed up to $750,000 in the Sponsor Loan to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination. As of September 30, 2020 and March 31, 2020, the Company had no outstanding amounts under the Sponsor Loan.Prior to the Initial Public Offering, the Sponsor agreed to make available to the Company, under the Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. As of September 30, 2020 and March 31, 2020, the Company had no outstanding amounts under the Note.If the $750,000 loan agreed to be funded by the Sponsor is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor. The unpaid balance is included in Payables to related parties on the accompanying condensed balance sheets. As of September 30, 2020, the Company had accounts payable outstanding to Sponsor for such expenses paid on the Company’s behalf of approximately $32,000.11CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNote 5—Commitments and ContingenciesRegistration and Shareholder RightsPursuant to a registration rights agreement entered into on August 26, 2020, the holders of Founder Shares and Private Placement Units (and component securities) will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementThe Company granted Cantor Fitzgerald & Co., as representative of the underwriters of the Initial Public Offering, a 45-day option to purchase up to 7,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On October 10, 2020, the 45-day over-allotment option expired unexercised.The underwriters of the Initial Public Offering were paid a cash underwriting discount of $10,000,000.The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The independent underwriter received no other compensation.Risks and UncertaintiesManagement is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Business Combination Marketing AgreementThe Company has engaged Cantor Fitzgerald & Co. as an advisor in connection with the Business Combination. (see Note 4).Note 6—Shareholders’ EquityClass A Common Stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2020, there were 1,566,463 shares of Class A common stock issued and outstanding, excluding 49,533,537 shares subject to possible redemption. Class A common stock includes 1,100,000 shares included in the Private Placement Units. The shares of Class A common stock included in the Private Placement Units do not contain the same redemption feature contained in the shares sold in the Initial Public Offering.Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of September 30, 2020, there were 14,375,000 shares of Class B common stock issued and outstanding, of which an aggregate of up to 1,875,000 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the Private Placement Units). On October 10, 2020, the 45-day over-allotment option expired unexercised and, as a result, 1,875,000 shares of Class B Common Stock were forfeited by the Sponsor. Such forfeited shares were cancelled by the Company.Prior to the consummation of the Business Combination, only holders of Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSThe shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).On June 25, 2020, the Sponsor effectuated a recapitalization of the Company, which included a 1.3125-for-1 stock split. In addition, in August 2020, the Sponsor returned to the Company, at no cost, an aggregate of 718,750 Founder Shares, which were cancelled resulting in an aggregate of 14,375,000 Founder Shares outstanding and held by the Sponsor (1,875,000 of which were subject to forfeiture as of September 30, 2020, if the underwriter’s over-allotment option was not exercised in full).Preferred stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020, there were no shares of preferred stock issued or outstanding.Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.2021. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The PublicPrivate Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.The warrants included in the Private Placement Units are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the warrants included in the Private Placement UnitsClosing and the Class A common stock issuable upon the exercise of the warrants included in the Private Placement Units are not transferable, assignable or salable until 30 daysfive years after the completion of a Business Combination, subject to certain limited exceptions.Additionally, the warrants included in the Private Placement Units will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the warrants included in the Private Placement Units are held by someone other than the initial purchasers or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS(except with respectfor cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the warrants included inscheduled redemption date during the Private Placement Units):●in whole and not in part;●at a price of $0.01 per warrant;●at any time during the exercise period;●upon a minimum of 30 days’ prior written notice of redemption;●if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.managementthe Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”,basis,” as described in the warrant agreement.exercise pricePrivate Warrants are identical to the Public Warrants except that the Private Warrants were not transferable, assignable, or salable until April 7, 2021. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants.Warrant issue date Types of shares
issuedNumber of Warrants September 30, 2022 (As converted) Number of Warrants December 31, 2021 (As converted) Exercise
Price Per
Warrant
(As converted)Expiry Date August 2010 - June 2011 Common stock (previously Series B redeemable convertible preferred stock) 46,498 46,498 $ 15.49 March 2023 August 2011 - January 2012 Common stock (previously Series C redeemable convertible preferred stock) 53,256 53,256 18.78 March 2023 August 2012 Common stock (previously Series D redeemable convertible preferred stock) 45,388 45,388 21.60 March 2023 December 2013 Common stock (previously Series E redeemable convertible preferred stock) 63,296 63,296 25.91 March 2023 April 2015 - April 2016 Common stock (previously Series F redeemable convertible preferred stock) 38,749 45,207 38.71 Through December 2022 April 2016 - November 2018 Common stock (previously Series H redeemable convertible preferred stock) 1,135,391 1,135,391 18.93 Through November 2028 March 2017 Common stock (previously Series H redeemable convertible preferred stock) 1,849,431 1,849,431 12.91 March 2027 March 2014 Common stock 2,324 2,324 9.47 August 2023 August 2015 Common stock 12,916 12,916 11.62 December 2022 December 2018 Common stock 24,910 24,910 9.04 December 2028 August 2020 Common stock (Private Warrants) 366,666 366,666 11.50 Through March 2026 August 2020 Common stock (Public Warrants) 16,666,637 16,666,637 11.50 Through March 2026 December 2021 Common stock (in connection with the WorxWell acquisition) 1,000,000 1,000,000 $ 10.00 December 2031 Total stock warrants 21,305,462 21,311,920 issuable upon exercise of the warrants may be adjusted in certain circumstances includingCompany at an exercise price of $10.00 per share, which vests and becomes exercisable upon satisfaction of the performance conditions set forth in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However,table below, contingent upon the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event willCEO’s continued employment with the Company be requiredon each such vesting date.net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants will expire worthless.Note 7—Fair Value MeasurementsFair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:●Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.Tranche Option Shares (#) Average 60-day
Trading Price
per Share of the
Entity ($)1 2,500,000 $ 20.00 2 2,500,000 30.00 3 2,500,000 40.00 4 2,500,000 50.00 5 2,500,000 60.00 6 2,500,000 70.00 7 2,500,000 80.00 8 2,500,000 90.00 9 2,500,000 100.00 10 2,500,000 $ 110.00 CF FINANCE ACQUISITION CORP. IINOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSpresents information aboutsummarizes the Company’s assets that are measured at fairactivity under the 2021 Plan (in thousands, except per share data and contractual term) for time vested options:Options Outstanding Number of
Shares
Subject to
Stock Options
OutstandingWeighted-
Average
Exercise PriceWeighted-Average
Remaining
Contractual Term
(in years)Balance as of December 31, 2021 27,582 $ 9.43 7.0 $ — Granted — — Exercised — — Canceled/forfeited (3,429) 9.34 Outstanding as of September 30, 2022 24,153 $ 9.45 6.3 $ — Options vested and expected to vest as of September 30, 2022 24,116 $ 9.45 6.3 $ — Exercisable as of September 30, 2022 21,007 $ 9.42 6.1 $ — on a recurring basisis calculated as the difference between the market value of the Company's common shares as of the relevant period end and the respective exercise prices of the options. The market value as of September 30, 20202022 and indicatesDecember 31, 2021 was $1.34 and $3.91 per share, respectively, which is the closing sale price of View's common shares on that day as reported by the Nasdaq Global Market.Number of
Unvested SharesOutstanding as of December 31, 2021 11,643 $ 6.14 Granted — — Vested (4,082) 8.21 Canceled (811) 6.28 Outstanding as of September 30, 2022 6,750 $ 8.21 Nine Months Ended September 30, 2021 Expected volatility 53.0% Expected terms (in years) 6.0 Expected dividends 0% Risk-free rate 1.07% hierarchyof its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.techniquesmodel and the assumptions below. The estimated grant date fair value of the Officer Options is determined using the Black-Scholes option-pricing model. The valuation models incorporated the following key assumptions:CEO Option
AwardOfficer RSUs (Prior to Modification on August 5, 2022) Officer Options Expected stock price $9.19 $9.19 $9.19 Expected volatility 54.0% 56.0% 53.0% Risk-free rate 1.59% 0.60% 1.07% Expected terms (in years) 10.0 4.0 6.0 Expected dividends 0% 0% 0% Discount for lack of marketability 20% n/a n/a Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 418 $ 1,286 $ 1,126 $ 3,461 Research and development 2,032 2,670 3,587 6,213 Selling, general, and administrative 20,776 18,514 54,122 45,533 Total $ 23,226 $ 22,470 $ 58,835 $ 55,207 Company utilized to determine such fair value.September 30, 2020Description Quoted
Prices in
Active
Markets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3) Total Assets held in Trust Account: U.S. Treasury Securities $ 500,000,000 $ - $ - $ 500,000,000 Total $ 500,000,000 $ - $ - $ 500,000,000 Transfers to/from Levels 1, 2, and 3 are recognized at the endtax benefits of the reporting period. There were no transfers between levelsU.S. losses incurred will not be realized. Accordingly, the Company will continue to maintain a full valuation allowance on the U.S. deferred tax assets. The Company’s income tax expense for the three and nine months ended September 30, 2020.Level 1 instruments include investments in money market funds and U.S. Treasury securities. 2022 is due primarily to income taxes for foreign operations.uses inputs such as actual trade data, benchmark yields, quoted market prices from dealersaccounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation, and disclosure in financial statements of any uncertain tax positions that have been taken or brokers,are expected to be taken on an income tax return. During the three and other similar sources to determinenine months ended September 30, 2022, there have been no changes in the fair valueestimated uncertain tax benefits.its investments.Note 8—Subsequent EventsOn October 10, 2020, upon$1.0 billion adjusted financial statement income over a consecutive three-tax-year period. The corporate minimum tax will be effective for fiscal 2023. The Company is currently evaluating the expirationapplicability and the effect of the 45-day period fornew law to its financial results.underwriters to exercisecomputation of basic and diluted net loss per share (in thousands, except share and per share data):Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ (82,065) $ (94,152) $ (247,323) $ (263,907) Weighted-average shares outstanding, basic and diluted 214,775,043 212,154,820 214,422,143 160,497,517 Net loss per share, basic and diluted $ (0.38) $ (0.44) $ (1.15) $ (1.64) over-allotment option andMerger, the underwriters not exercising the over-allotment option, 1,875,000weighted-average number of shares of Class B Common Stock were forfeitedcommon stock used in the calculation of net loss per share have also been retroactively converted by applying the Sponsor in order for it to maintain ownershipExchange Ratio.20.0%stock options, restricted stock units and warrants. For the three and nine months ended September 30, 2021, common stock equivalents consisted of stock options, restricted stock units and warrants. None of the issued andcommon stock equivalents were included in the calculation of diluted net loss per share for all periods presented as the Company recorded a net loss.September 30, 2022 2021 Stock options to purchase common stock 24,153,378 29,159,417 Unvested restricted stock units 6,750,000 182,951 Warrants to purchase common stock 21,305,462 20,311,920 Total 52,208,840 49,654,288 (excluding private units held byexceeds specified thresholds that have not been achieved as of September 30, 2022.Sponsor). Such forfeitedCEO Option Award are excluded from the anti-dilutive table as the underlying shares are contingently issuable until the share price of the Company exceeds the specified thresholds that have not been achieved. As of September 30, 2022 and 2021, the thresholds for the CEO Option Award have not been achieved, and 25,000,000 stock options for the CEO Option Award are outstanding.cancelled bycontingently issuable since the Company. For additional information regarding the forfeitureshare price of founder shares, see the Form 8-K filed by the Company withhad not exceeded the SEC on October 16, 2020.evaluateshas evaluated subsequent events and transactions that occur afterfrom the unaudited condensed financial statementsbalance sheet date through the date the financial statements were issued and has determined that, other than the events disclosed below, no additional material subsequent events exist.unaudited condensed financial statementsNotes will mature on October 1, 2027, unless redeemed, repurchased or converted in accordance with their terms prior to such date.issued. Based upon this review, other than what is already disclosed,convertible at an initial conversion rate equal to 747.6636, subject to certain adjustments as provided in the Indenture. All conversions will be subject to an increased conversion rate in accordance with the Indenture, based on the Conversion Date (as defined in the Indenture).did not identifyprovides the applicable redemption notice.subsequent eventsaccrued and unpaid interest to, but excluding, the repurchase date.would have required adjustment or disclosureall previous transactions with the Purchasers were entered into in the unaudited condensed financial statements.ordinary course of business. All future transactions will be reviewed and approved as a related party transaction in accordance with the related party transaction approval process implemented by the Company. The Company analyzed the terms of all previous transactions with RXR and concluded that the terms represented transactions conducted at arm’s length. The Company recognized revenue from RXR of $1.4 million and $0.6 million during the three months ended September 30, 2022 and 2021, respectively, and $4.9 million and $0.6 million during the nine months ended September 30, 2022 and 2021, respectively. In addition, the Company had no accounts receivables due from RXR and no accounts payable due to RXR as of September 30, 2022 and December 31, 2021.
Strategic Agreement & Warrant AgreementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.References to the “Company,” “our,” “us” or “we” refer to CF Finance Acquisition Corp. II. Company’s financial condition andCompany's results of operations and financial condition should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhereincluded in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Cautionary Note Regarding Forward-Looking StatementsThis Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,included in Part I, Item 1, “Financial Statements (Unaudited)” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof,consolidated financial statements and related matters, as well as all other statements other than statements of historical factnotes for the fiscal year ended December 31, 2021 included in thisthe Company's 2021 Annual Report on Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other10-K filed with the U.S. Securities and Exchange Commission (“SEC”) filings.blank checkleading smart buildings platform and technology company formedthat transforms buildings to improve human health and experience, reduce energy consumption and carbon emissions, and generate additional revenue for building owners.September 27, 2019which to integrate and deploy new technologies into buildings.Delaware corporationscalable and open infrastructure in which the smart window is now another node of the network; in addition, the network is now equipped to host other connected devices and applications, from both View and third parties, as additional nodes on the network. The network has its own 48v direct current power and power-over-ethernet ports to incorporate other connected devices on a standard protocol. Also integrated into the network throughout the building is gigabit speed linear ethernet coaxial cable, as well as optical fiber. Computer processing is also built into the backbone of the network with x86 and ARM processing cores. The network also includes an operating system with capabilities to run third party applications and services, security protocol to protect buildings from cyberattacks, and several elements of a digital twin of the building. Our smart building network also hosts artificial intelligence and machine learning engines, which we developed, and also provides access to artificial intelligence and machine learning engines that are in the cloud. The exterior of the building is the largest in surface area. With the smart building network, the entire exterior of the building can be digitized. Activating the exterior through digitization creates multiple opportunities for building owners and occupants.purposeplatform rather than supplier of effectingsubcomponent materials. This would also better position us to upsell additional goods and services to the building owners in the future, which could be more efficiently integrated into the smart building platform than with the traditional offering.merger, capitalnew offering beginning in 2021. For the three months ended September 30, 2022 and 2021, our revenue was $23.8 million and $18.9 million, respectively, representing period-over-period growth of 25.8%. For the nine months ended September 30, 2022 and 2021, our revenue was $57.1 million and $45.6 million, respectively, representing period-over-period growth of 25.3%.exchange, asset acquisition, stock purchase, reorganizationbuybacks, and significant tax incentives for energy and climate incentives, and other provisions. We are evaluating the impact of the Investment Tax Credit (“ITC”) available to our customers under the IRA, which is expected to bring the cost of our products to cost parity with conventional windows. We believe the ITC will increase demand for our products by reducing the net cost of our products to our customers. However, the impact of the ITC cannot be known with any certainty, and we may not recognize any or similar business combination with one or more businessesall of the expected benefits of the ITC.“Business Combination”“Notes”). AlthoughIn addition, we implemented plans to reduce cash spend and increase cash collections during the third quarter of 2022, which resulted in a decrease of net cash outflow of $29.3 million, from $89.3 million for the three months ended June 30, 2022 to $60.0 million for the three months ended September 30, 2022. As of October 31, 2022, we had approximately $228 million in cash and cash equivalents. Due to the historical rate of cash outflows, we are not limitedcurrently able to conclude that our existing cash and cash equivalents balance as of the date of this filing will be adequate to fund our forecasted operating costs and meet our obligations; we have therefore determined that there is substantial doubt about our ability to continue as a going concern. While we plan to continue to reduce cash outflow when compared to prior periods, our ability to fund our operating costs and meet our obligations beyond twelve months from the date of this filing is dependent upon our ability to attain and maintain profitable operations by entering into profitable sales contracts and generating sufficient operating cash flow. Our business will require significant amounts of capital to sustain operations and we will need to make the investments we need to execute these long-term business plans.our search for target businesses to a particular industry or sector forall aspects of the purpose of consummating a Business Combination,development process, including materials science, electronics, networking, hardware, software, and human factors research. As we have since inception, we intend to focuscontinue making significant investments in research and development and hiring top technical and engineering talent to improve our search on companies operatingexisting products and develop new products, which will increase our differentiation in the financial services, healthcare, real estate services, technologymarket. In 2021 and software industries. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. Our sponsor is CF Finance Holdings II, LLC (our “Sponsor”).Our registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on August 26, 2020. On August 31, 2020, we consummatedintroduced a new suite of products to complement our market-leading smart glass and optimize the Initial Public Offeringhuman experience while making buildings more intelligent. These products are collectively referred to under the umbrella brand name “The Smart Building Cloud”:50,000,000 units (each,new capabilities during a “Unit”building’s lifetime.with respectoptimize light, humidity, temperature, air quality, dust, and noise to improve occupant wellness.sharescloud; centrally manage building networks, systems, and data in the cloud; and deploy edge applications for real-time processing, insights, and optimizations.Class A common stockmaintaining smart buildings by providing vendors and technicians with secure, auditable, time-bound remote access to building networks and devices.Units sold, the “Public Shares”)View Smart Glass and View Smart Building Platform product offerings at our production facility located in Olive Branch, Mississippi. We operate a purchase price of $10.00 per Unit, generating gross proceeds of $500,000,000. Each Unit consists of one share of Class A common stocksophisticated manufacturing facility designed for performance, scale, durability, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 monthsrepeatability. Our manufacturing combines talent, equipment, and processes from the closingsemiconductor, flat panel display, solar and glass processing industries. Our proprietary manufacturing facility has been in use since 2010. We currently operate one production line in our facility with a name-plate capacity of approximately 5 million square feet of smart glass per year. In addition, we have partially completed the Initial Public Offering and will expire 5 years after the completionconstruction of the Business Combination, or earlier upon redemption or liquidation. We granted the underwriter a 45-day optionsecond production line at our Olive Branch facility. Once operational, we expect our facility’s name-plate capacity to purchase up toincrease by an additional 7,500,000 Units7.5 million square feet of smart glass per year, bringing our total name-plate capacity of our facility to cover over-allotments, if any. The over-allotment option expired unexercised on October 10, 2020.Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 1,100,000 Units (the “Private Placement Units”) at a price of $10.0012.5 million square feet per Private Placement Unit in a private placement to our Sponsor, generating gross proceeds of $11,000,000 (the “Private Placement”). The proceeds of the Private Placement Units were deposited into the Trust Account and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law.Transaction costs amounted to approximately $10,600,000, consisting of $10,100,000 of underwriting fees and approximately $500,000 of other costs. In addition, approximately $500,000 of cash from the Initial Public Offering was held outside of the Trust Account and is available for working capital purposes.Following the closing of the Initial Public Offering on August 31, 2020, an aggregate of $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 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 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. As of September 30, 2020, the proceeds2022, we have invested over $400 million in capital expenditures primarily in our factory. We expect to incur additional factory capital expenditure of the Initial Public Offering and Private Placement Units were held in cash and subsequently invested in a money market fund, as specified above.If we are unable to complete a Business Combination within 24 months from the closing of our Initial Public Offering, or August 31, 2022 (or a later date approved by our stockholders in accordance with our Amended and Restated Certificate of Incorporation, the “Combination Period”), we 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided byapproximately $90 million over the number of then outstanding Public Shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributionsnext four years with respect to facility automation and completion of the second production line to support the expected growth in demand for our warrants,products. This will require additional financing in order to make these additional investments. We believe our facility, including the second production line, will enable us to achieve economies of scale, meet future demand, and achieve profitability.expire worthless ifbe integrated and installed into the customer’s architectural specifications for the building that is being constructed or retrofitted. Our integration services also include the activities of installing, commissioning, and testing the Smart Building Platform to enable the transfer of a complete and operational system. We also use subcontractors we failselect and hire for portions of the installation labor. Given that our responsibility is to provide the service of integrating each of the inputs into a single combined output, we control that output before it is transferred to the customer and accordingly, we are the principal in the arrangement and will recognize the entire arrangement fee as revenue, with any fees that we pay to our subcontractors recognized in our cost of revenue.Business Combination withinsuite of products that can be either integrated into the Combination Period.Results of OperationsOur entire activity since inception through September 30, 2020View Smart Building Platform, added-on to View Smart Glass contracts or sold separately. These products, collectively referred to under the umbrella name “The Smart Building Cloud”, include the View Secure Edge, View Remote Access, View Building Performance, and View Workplace Experience products related to our formation,acquisition of ioTium and WorxWell during 2021. Our customers are typically the preparation for the Initial Public Offering, and since the closingowners or tenants of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations norbuildings. Revenue generated any revenuesfrom these products has not been material to date. We will not generate any operating revenues until after completioninitial Business Combination. We will generate non-operating incomeView Smart Building Technologies contracts offer software as a service pricing, which includes the use of our software applications, as a service, typically billed on a monthly or annual basis. Our contracts associated with these products, including implementation, support, and other services, represent a single promise to provide continuous access to our software solutions and their processing capabilities in the form of net gainsa service. Revenue on investments, dividendsthese services is recognized over the contract period. Revenue recognized for these contracts has not been material to date.interest income on U.S. Treasury Securities, investments in money market fundssource our products, including the costs of materials, customer support, outside services, shipping, personnel expenses, including salaries and related personnel expenses and stock-based compensation expense, equipment and facility expenses including depreciation of manufacturing equipment, rent and utilities, and insurance and taxes, warranty costs, and inventory valuation provisions.invest in U.S. Treasury Securities and cash fromimpacts our cost of revenue as a percentage of revenues is the proceeds derived from the Initial Public Offering. We expect tosignificant base operating costs that we incur increased expenses as a result of beingour investment in manufacturing capacity to provide for future demand. At current production volume, these significant base operating costs result in higher costs to manufacture each IGU when compared to the sales price per IGU. As demand for our products increases and we achieve higher production yields, our cost of revenue as a percentage of revenue will decrease. Additional factors that impact our cost of revenue as a percentage of revenues include manufacturing efficiencies, cost of material, and mix of products. We expect to continue to incur significant base operating costs that will be absorbed over larger volumes of production as we scale our business.(forincluding compliance with the rules and regulations of the SEC and Nasdaq, legal, financial reporting, accountingaudit, higher expenses for directors and auditing complianceofficer insurance, investor relations activities, and other purposes)administrative and professional services. In future periods, we expect our selling, general and administrative expenses to decline as a percentage of revenue as we have the infrastructure in place to support our growing business.Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue Revenue $ 23,762 100.0 % $ 18,884 100.0 % $ 57,090 100.0 % $ 45,579 100.0 % Costs and expenses: Cost of revenue 49,126 206.7 % 51,828 274.5 % 129,219 226.3 % 137,617 301.9 % Research and development 15,554 65.5 % 36,314 192.3 % 56,157 98.4 % 73,924 162.2 % Selling, general, and administrative 41,174 173.3 % 38,210 202.3 % 124,888 218.8 % 94,543 207.4 % Total costs and expenses 105,854 445.5 % 126,352 669.1 % 310,264 543.5 % 306,084 671.5 % Loss from operations (82,092) (345.5) % (107,468) (569.1) % (253,174) (443.5) % (260,505) (571.5) % Interest and other expense (income), net Interest expense, net 58 0.2 % 287 1.5 % 324 0.6 % 5,906 13.0 % Other expense (income), net 118 0.5 % (100) (0.5) % 259 0.5 % 6,320 13.9 % Gain on fair value change, net (226) (1.0) % (13,078) (69.3) % (6,511) (11.4) % (18,426) (40.4) % Loss on extinguishment of debt — — % — — % — — % 10,018 22.0 % Interest and other (income) expense, net (50) (0.2) % (12,891) (68.3) % (5,928) (10.4) % 3,818 8.4 % Loss before provision (benefit) of income taxes (82,042) (345.3) % (94,577) (500.8) % (247,246) (433.1) % (264,323) (579.9) % Provision (benefit) for income taxes 23 0.1 % (425) (2.3) % 77 0.1 % (416) (0.9) % Net and comprehensive loss $ (82,065) (345.4) % $ (94,152) (498.6) % $ (247,323) (433.2) % $ (263,907) (579.0) % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Change ($) Change (%) 2022 2021 Change ($) Change (%) Smart Building Platform $ 11,317 $ 9,876 $ 1,441 14.6 % $ 29,578 $ 15,012 $ 14,566 97.0 % Percentage of total revenue 47.6 % 52.3 % 51.8 % 32.9 % Smart Glass 10,320 8,410 1,910 22.7 % 19,809 28,205 (8,396) (29.8) % Percentage of total revenue 43.4 % 44.5 % 34.7 % 61.9 % Smart Building Technologies 2,125 598 1,527 255.4 % 7,703 2,362 5,341 226.1 % Percentage of total revenue 8.9 % 3.2 % 13.5 % 5.2 % Total $ 23,762 $ 18,884 $ 4,878 25.8 % $ 57,090 $ 45,579 $ 11,511 25.3 % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Change ($) Change (%) 2022 2021 Change ($) Change (%) United States $ 21,743 $ 15,682 $ 6,061 38.6 % $ 52,852 $ 37,400 $ 15,452 41.3 % Percentage of total revenue 91.5 % 83.0 % 92.6 % 82.1 % Canada 2,009 2,968 (959) (32.3) % 4,170 7,475 (3,305) (44.2) % Percentage of total revenue 8.5 % 15.7 % 7.3 % 16.4 % Other 10 234 (224) (95.7) % 68 704 (636) (90.3) % Percentage of total revenue — % 1.2 % 0.1 % 1.5 % Total $ 23,762 $ 18,884 $ 4,878 25.8 % $ 57,090 $ 45,579 $ 11,511 25.3 % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Change ($) Change (%) 2022 2021 Change ($) Change (%) Cost of revenue $ 49,126 $ 51,828 $ (2,702) (5.2) % $ 129,219 $ 137,617 $ (8,398) (6.1) % diligence expensesto a $4.8 million charge recorded in the first half of 2021 in connection with specific performance obligations promised to customers in connection with IGU failures associated with the previously discussed quality issue,searchfactory capacity in the second half of 2021 resulting in higher costs in the first half of 2022 as compared to the first half of 2021,Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Change ($) Change (%) 2022 2021 Change ($) Change (%) Research and development $ 15,554 $ 36,314 $ (20,760) (57.2) % $ 56,157 $ 73,924 $ (17,767) (24.0) % Business Combination.Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Change ($) Change (%) 2022 2021 Change ($) Change (%) Selling, general and administrative $ 41,174 $ 38,210 $ 2,964 7.8 % $ 124,888 $ 94,543 $ 30,345 32.1 % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Change ($) Change (%) 2022 2021 Change ($) Change (%) Interest expense, net $ 58 $ 287 $ (229) (79.8) % $ 324 $ 5,906 $ (5,582) (94.5) % Other expense (income), net 118 (100) 218 (218.0) % 259 6,320 (6,061) (95.9) % Gain on fair value change, net (226) (13,078) 12,852 (98.3) % (6,511) (18,426) 11,915 (64.7) % Loss on extinguishment of debt $ — $ — $ — * $ — $ 10,018 $ (10,018) * sixnine months ended September 30, 2020,2022 and 2021, our income tax expense was immaterial.$69,000, which consisted$247.3 million and negative cash flows from operations of approximately $52,000$204.2 million. In addition, for the nine months ended September 30, 2021, we had a net loss of approximately $263.9 million and negative cash flows from operations of approximately $188.7 million. As discussed further in generalNote 14, we entered into an agreement on October 25, 2022 resulting in the sale of $200.0 million aggregate principal amount of Notes. In addition, we implementedadministrative costsincrease cash collections during the third quarter of 2022, which resulted in a decrease of net cash outflow of $29.3 million, from $89.3 million for the three months ended June 30, 2022 to $60.0 million for the three months ended September 30, 2022. As of October 31, 2022, our cash and $17,000cash equivalents totaled approximately $228 million.franchise tax expense.Liquidityrecent periods have been funding operations and Capital ResourcesAsinvesting in capital expenditures. Our future capital requirements will depend on many factors, including revenue growth rate, achieving profitability on our revenue contracts, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, capital expenditures associated with our capacity expansion, the introduction of new products and the continuing market adoption of our products. Our business will require significant amounts of capital to sustain operations and we will need to make the investments we need to execute our long-term business plans.2020,2022 are $89.1 million, including $10.4 million accrued as estimated loss on our Smart Building Platform contracts. Our long-term liabilities as of September 30, 2022 that will come due during the next 12 months from the date of the filing of this Quarterly Report on Form 10-Q include $1.0 million in operating and finance lease payments and $1.8 million in estimated settlements of warranty liabilities. In addition, as disclosed in Note 8 of the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1, we had approximately $405,000have an agreement with one customer that could result in our operating bank account, and working capital of approximately $335,000.Our liquidity needsup to date have been satisfied through a contribution of $25,000 from our Sponsor in exchange for the$4.8 million additional issuance of the Founder Shares, the loan of approximately $185,000 from our Sponsor pursuant tocash under a promissory note (the “Note”), andover the proceeds fromnext 12 months.consummationhistorical rate of the Private Placement not held in the Trust Account. We fully repaid the Note as of August 31, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor has committed to loan to us up to $750,000 to fund our expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to our initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, butcash outflows, we are not obligatedcurrently able to provide us working capital loans. As of September 30, 2020, there were no amounts outstanding under the Sponsor Loan or any working capital loan.Based on the foregoing, management believesconclude that we will have sufficient working capitalour existing cash and borrowing capacity from our Sponsor to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.We continue to evaluate the impact of the COVID-19 pandemic and our management has concluded that the specific impact is not readily determinablecash equivalents balance as of the date of the accompanying financial statements. The financial statements accompanying this report do not include any adjustmentsfiling will be adequate to fund our forecasted operating costs and meet our obligations; we have therefore determined that might resultthere is substantial doubt about our ability to continue as a going concern. While we plan to continue to reduce cash outflow when compared to prior periods, our ability to fund our operating costs and meet our obligations beyond twelve months from the outcomedate of this uncertainty.Contractual Obligationsdoare evaluating the impact of the ITC available to our customers under the IRA passed by Congress and signed into law on August 16, 2022, which management expects to bring the cost of our products to cost parity with conventional windows. Management further expects a resulting increase in demand for our products, allowing us to leverage our minimum operating costs in the factory even further over higher revenues and make further progress towards our objective of profitable operations.Nine Months Ended September 30, 2022 2021 Net cash used in operating activities $ (204,201) $ (188,744) Net cash used in investing activities (19,556) (20,357) Net cash provided by (used in) financing activities $ (4,211) $ 515,958 long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligationsmaterial off-balance sheet financing arrangements or long-term liabilities.This management’s discussion and analysisEstimates our financial condition and results of operations is based on our financial statements which have been preparedand related disclosures in accordanceconformity with generally accepted accounting principles generally accepted in the United States of America. The preparation of our financial statementsAmerica (“U.S. GAAP”) requires us to make estimatesjudgments, assumptions, and judgmentsestimates that affect the amounts reported amountsin our condensed consolidated financial statements and accompanying notes. Note 1 of Notes to Consolidated Financial Statements in Company’s 2021 Annual Report on Form 10-K filed on June 15, 2022 describes the significant accounting policies and methods used in the preparation of these financial statements. The accounting policies described therein are significantly affected by critical accounting estimates and include the accounting for revenue recognition, product warranties, impairment of long-lived assets, liabilities, revenues and expensesstock compensation, and the disclosure of contingent assetsSponsor Earn-out liability. Such accounting policies require significant judgments, assumptions, and liabilitiesestimates used in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:Class A Common Stock Subject to Possible RedemptionShares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the controlpreparation of the holder or subject to redemption uponcondensed consolidated financial statements, and actual results could differ materially from the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as shareholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 49,533,537 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.Net Income Per ShareNet income per share is computed by dividing net income by the weighted-average number of shares outstanding during the applicable periods.amounts reported based on these policies. We have not consideredmade any changes in these critical accounting policies during the effectfirst nine months of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,033,334 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.Our unaudited condensed statements of operations include a presentation of income per share for shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for shares of Class A common stock are calculated by dividing the interest income (loss) earned on cash equivalents and investments and held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, by the weighted average number of shares of Class A common stock outstanding for the applicable period. Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock by the weighted average number of shares of Class B common stock outstanding for the applicable period.Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would havematerial effect on the accompanying financial statements.Off-Balance Sheet ArrangementsAsdescription of September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.JOBS ActThe Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act, we are allowed to comply with new or revisedrecent accounting pronouncements, basedincluding the expected dates of adoption and estimated effects, if any, on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our condensed consolidated financial statements, may not be comparablesee Part I, Item 1, companies that comply with new or revised accounting pronouncements as of public company effective dates.Additionally, we areCondensed Consolidated Financial Statements” in the process of evaluating the benefits of relyingthis Quarterly Report on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.Item 3.Quantitative and Qualitative Disclosures About Market Riskare a smaller reporting company as defineddo not expect net income or cash flows to be significantly affected by Rule 12b-2changes in interest rates.Exchange Act and arequarter ended September 30, 2022. To date, we have not requiredentered into any foreign currency forward exchange contracts or other derivative financial instruments to providehedge the information otherwise required under this item.effects of adverse fluctuations in foreign currency exchange rates.Item 4.Controls and ProceduresUnder the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of ouras of the end of the fiscal quarter ended September 30, 2020, as such term is(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.Disclosure controls and proceduresAct) are designed to ensure that information required to be disclosed by us in ourreports filed or submitted under the Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’sU.S. Securities and Exchange Commission (“SEC”) rules and forms and that such information is accumulated and communicated to our management, including our principal executive officerthe Chief Executive Officer and principal financial and accounting officer or persons performing similar functions, as appropriatethe Chief Financial Officer, to allow timely decisions regarding required disclosure.Changesdisclosures.There was no changeoccurredcontinue to exist as of September 30, 2022:three monthsquarter ended September 30, 2020, covered by this Quarterly Report on Form 10-Q2022 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.II –II. OTHER INFORMATIONItem 1.Legal ProceedingsNone.Item 1A.Risk Factors.There have been nochanges fromrisk factors affecting our business operations and financial condition. Any of the risk factors previously disclosedincluded therein could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. The risks included below and in Part I, Item 1A. “Risk Factors” of the Company's 2021 Annual Report on Form 10-K, filed June 15, 2022 should be read in conjunction with the condensed consolidated financial statements and notes included in this Quarterly Report on Form 10-Q included in Part I, Item 1, “Financial Statements (Unaudited)”Company’s most recent prospectuspublic market and would result in dilution to our stockholders.Initial Public Offering as filed with the SEC on August 28, 2020.Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered SecuritiesPrivate PlacementOn August 31, 2020, simultaneously with the closing of the Initial Public Offering, we consummated a private placement of an aggregate of 1,100,000 units (“Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $11,000,000. Each Private Placement Unit consists of one shareshares of Class A common stock issuable upon conversion or exercise thereof, including shares issuable upon conversion of the Notes if we were to elect the “payment-in-kind” option for the Notes for every interest payment date until maturity. In the event that the Notes are converted or the Warrants are exercised, additional shares of our Class A common stock would be issued, which would result in dilution to the holders of our Class A common stock and one-thirdincrease the number of one warrant. Each whole warrant soldshares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market, or the fact that such Notes may be converted or such Warrants may be exercised, could adversely affect the market price of our Class A common stock, and could have a material adverse impact on our business, financial condition and results of operations.Private Placement UnitsStrategic Agreement, we are now subject to a debt covenant that, among other things, prevents us from incurring certain debt in excess of $50 million principal amount (excluding the Notes and certain debt incurred prior to or outstanding as of the date of the Strategic Agreement) during the term of the Strategic Agreement without the prior consent of RXR FP, subject to certain exceptions. Additionally, among other things, our substantial indebtedness could:exercisableavailable and obtained, our interest expense may increase and we may become subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained, it may result in our stockholders experiencing significant dilution. If such financing is unavailable, we may be forced to curtail our operations, which may cause the value of our securities to decline in value and/or become worthless.one shareshares of Class A commonCommon Stock of the Company to its independent directors. On May 14, 2021, Toby Cosgrove, Lisa Picard, Nigel Gormly, Harold Hughes, and Tom Leppert, were each granted 27,662 RSUs, subject to time-based vesting conditions that vest in equal, quarterly installments over one year. On May 14, 2021, the Company granted RSUs to Mr. Hughes in the amount of 55,325 units and Mr. Leppert in the amount of 41,493 units. Such RSUs granted to Mr. Hughes and Mr. Leppert are subject to time-based vesting conditions and vest in equal installments over a three-year period with 33% to vest on each twelve-month anniversary of the grant date. On June 14, 2021, the Company granted Julie Larson-Green 22,497 RSUs, subject to time-based vesting conditions that vest in equal, quarterly installments over one year. Mr. Hughes’ and Mr. Leppert’s remaining unvested RSUs were cancelled in connection with their resignations on February 22, 2022. As of September 30, 2022, 146,973 restricted stock atunits of the Director RSUs have vested.pricefour-year period with 25% to vest on the twelve-month anniversary of $11.50 per share. The Private Placement Units are identicalthe Closing and the remaining 75% to vest on a monthly basis over the following thirty-six months subject to the Units sold in the Initial Public Offering, except that the Sponsor has agreed not to transfer, assign or sell anyfollowing market-based vesting. 50% of the Private Placement Units (exceptOfficer RSUs granted to certain permitted transferees) until 30 days aftereach executive officer will only vest if the completionshare price hurdle of our initial business combination. The warrants underlying$15.00 is achieved and the Private Placement Units are also not redeemable by us so long as they are held byremaining 50% of such Officer RSUs will vest if the Sponsor or its permitted transferees. In addition, for as long as the warrants underlying the Private Placement Units are held by the Sponsor, such warrants may not be exercised after five yearsshare price hurdle of $20.00 is achieved. On November 9, 2021, 1,000,000 Officer RSUs were cancelled in connection with an executive officer’s resignation from the Company. On March 8, 2022, 700,000 Officer RSUs were cancelled in connection with an executive officer’s resignation from the Company.registration statement forexecutive’s termination of employment with the Initial Public Offering. No underwriting discounts or commissions were paid with respectCompany shall be forfeited and returned to such sale. The issuancethe 2021 Plan. Except as expressly amended by the Amendment, all the terms and conditions of the Private Placement Units wasOfficer RSUs remained in full force and effect. As of September 30, 2022, 4,050,000 restricted stock units of the Officer RSUs have vested and 1,887,172 restricted stock units were withheld and retired in connection with tax withholding payments made by the Company on behalf of the Officers.contained inprovided by Section 4(a)(2) of the Securities Act.Use of Proceeds The Company is relying on this exemption from registration based in part on representations made by the Initial Public OfferingOn August 31, 2020, we consummated our Initial Public Offering of 50,000,000 units, with each unit consisting of one share of Class A common stock and one-third of one warrant. Each whole warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per whole share. The UnitsPurchasers in the Initial Public Offering were sold at an offering priceInvestment Agreement. The Company is issuing the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of $10.00 per unit, generating total gross proceeds of approximately $500,000,000. Cantor Fitzgerald & Co. (“CF&Co.”) acted as sole book-running manager for the Initial Public Offering.Securities Act. The securities soldCompany is relying on this exemption from registration based in part on representations made by RXR FP in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-241727). The SEC declared the registration statement effective on August 26, 2020.We paid a total of $10,100,000 in underwriting discounts and commissions and approximately $500,000 for other costs and expenses related to the Initial Public Offering. In addition, we have engaged CF&Co. as an advisor in connection with our business combination, pursuant to a Business Combination Marketing Agreement. We will pay CF&Co. a cash fee for such services out of funds in the Trust Account upon the consummation of our initial business combination in an amount equal to $17,500,000, which is equal to 3.5% of the gross proceeds of the Initial Public Offering. We also repaid the promissory note to our Sponsor from the proceeds of the Initial Public Offering.After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds from our Initial Public Offering and the sale of the Private Placement Units was approximately $500,400,000, of which $500,000,000 (or $10.00 per unit sold in the Initial Public Offering) was placed in the Trust Account. As of September 30, 2020, approximately $405,000 was held outside the Trust Account and will be used to fund the Company’s operating expenses. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.Item 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresNot applicable.Exhibit No. Description 32.2** 101.INS XBRL Instance Document 101.SCH XBRL XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *Filed herewith.**Furnished herewith(1)Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 1, 2020
* Filed herewithSIGNATURESCF FINANCE ACQUISTION CORP. IIView, Inc. Date: November 12, 20208, 2022/s/ Howard W. LutnickName:Howard W. Lutnick/s/ Rao MulpuriTitle:Chairman andName: Rao MulpuriTitle: Chief Executive Officer (Principal Executive Officer) Date: November 12, 20208, 2022 /s/ Paul PionName:Paul Pion/s/ Amy ReevesTitle:Name: Amy Reeves Title: Chief Financial Officer (Principal Financial and Accounting Officer) 22