| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report. |
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement (the “Warrant Agreement”), dated as of August 26, 2020, between CF Finance Acquisition Corp. II (“CFII”), now known as View, Inc. as of March 8, 2021 (“View” or the “Company”), a Delaware corporation, and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 16,666,637 redeemable warrants (the “Public Warrants”) that were included in the units issued by CFII in its initial blank-check public offering (the “IPO”) and (ii) the 366,666 redeemable warrants (together with the Public Warrants, the “Warrants”) that were issued to CFII’s sponsor in a private placement that closed concurrently with the closing of the blank check IPO, and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
On May 10, 2021, as discussed with WithumSmith+Brown, PC, CFII’s independent registered public accounting firm for the Non-Reliance Period (defined below) (“Withum”), the Company’s management and the audit committee of the Board of Directors of the Company (the “Audit Committee”) concluded that certain financial statements previously filed before consummation of the Company’s initial business combination, namely the quarterly unaudited financial statements as of and for the three months ended September 30, 2020 and December 31, 2020 (the “Non-Reliance Period”), should no longer be relied upon due to such change in the accounting for the Warrants.
Similarly, press releases, earnings releases, and investor presentations or other communications describing CFII’s consolidated financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon.
The change in accounting for the warrants did not have any impact on CFII’s liquidity, cash flows, revenues or costs of operating its business and the other non-cash adjustments to the financial statements, in the Non-Reliance Period or in any of the periods included in Item 4.02 in this filing. The change in accounting for the warrants does not impact the amounts previously reported for CFII’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations for any of these periods.
The Company’s management is also in the process of assessing the effectiveness of the Company’s internal control over financial reporting and its disclosure controls and procedures.
The Audit Committee and the Company’s management have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Withum, and Withum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.
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