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United States securities and exchange commission logo
January 19, 2021
Howard Lutnick
Chief Executive Officer
CF Finance Acquisition Corp. II
110 East 59th Street
New York, NY 10022
Re: CF Finance
Acquisition Corp. II
Registration
Statement on Form S-4
Filed December 23,
2020
File No. 333-251683
Dear Mr. Lutnick:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed December 23, 2020
Summary Consolidated Financial Data of View, page 45
1. Due to the fact that
the redeemable convertible preferred stock is prohibited from being
included in
stockholders' deficit, please separately present redeemable convertible
preferred stock and
stockholders' deficit. This comment is also applicable to the
disclosures in Selected
Historical Consolidated Financial Information of View on page
210.
Comparative Per Share Information, page 52
2. Please provide pro
forma equivalent per share disclosures as required by Part I.A,
Item 3(f) of Form S-4.
Howard Lutnick
FirstName
CF FinanceLastNameHoward
Acquisition Corp.Lutnick
II
Comapany
January 19,NameCF
2021 Finance Acquisition Corp. II
January
Page 2 19, 2021 Page 2
FirstName LastName
The Combined Entity s certificate of incorporation , page 95
3. You disclose the exclusive forum provision in the combined entity's
certificate of
incorporation and in Article Eleventh of Annex C. Please disclose
whether this provision
applies to actions arising under the Exchange Act. If this provision
does not apply to
actions arising under the Exchange Act, please also ensure that the
exclusive forum
provision in the governing documents states this clearly, or tell us
how you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Exchange Act.
Unaudited Pro Forma Condensed Combined Financial Information, page 102
4. Refer to note 2 adjustment (E) on page 112. Please clarify where and
how the estimated
expenses associated with the PIPE investment are reflected in the pro
forma financial
statements.
5. Refer to note 2 adjustment (AA) on page 112. Please more fully
disclose and discuss how
you determined the stock based compensation charges you recorded
during the annual and
interim periods. Please also disclose the total amount of stock based
compensation
expected to be recognized as a result of the stock options and
restricted stock units to be
granted and indicate the time periods over which the compensation is
expected to be
recognized.
6. Refer to note 3 on page 113. Please disclose the numbers of options
and warrants
excluded from the loss per share calculations because they are
anti-dilutive.
Recommendation of the CF II Board, page 116
7. Please revise to quantify the amount of expense and other
reimbursement to the CF II
officers, directors and sponsor discussed on page 116.
Certain United States Federal Income Tax Considerations, page 149
8. Please disclose the anticipated tax consequences of the business
combination transaction.
Also, if the tax consequence you disclose represent the opinion of
counsel, as indicated by
to-be-filed Exhibit 8.1, please ensure the disclosure names counsel
and that the disclosure
represents its opinion. Also, please remove the term "certain" in the
heading and the
introductory language because it raises a concern that the author of
the opinion may be
omitting a material tax consequence. For guidance you may wish to
refer to Section
III.C.1. of Staff Legal Bulletin No. 19 (CF) available on the
Commission's website.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
View, page 211
9. Please revise your disclosures related to annual and interim results
of operations to
address the following:
Quantify the impact changes in volume and price had on revenues
during each period
Howard Lutnick
CF Finance Acquisition Corp. II
January 19, 2021
Page 3
presented;
More fully explain the specific facts and circumstances related to
the additional
warranty you recorded, including the assumptions underlying the
amount you
accrued. If you believe an additional loss is reasonably possible,
disclose that fact and
disclose the amount of the estimated additional loss or, if
applicable, disclose you are
unable to estimate the amount of the additional loss and explain the
reasons why; and
More fully explain the specific facts and circumstances related to
the re-allocation
between cost of revenue and SG&A, including the specific nature of
the costs and the
reason why they were re-allocated and are not consistently presented
in the financial
statements.
Consolidated Financial Statements - View Inc.
3. Revenue, page F-54
10. Please tell us the amount of revenue you recognized over time and at a
point in time
during each period presented. Please also explain to us why you do not
present disaggregated revenue disclosures for revenue recognized over
time and at a point
in time.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Andi Carpenter at (202) 551-3645 or Anne McConnell at
(202) 551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sherry Haywood at (202) 551-3345 or Geoff Kruczek at
(202) 551-3641
with any other questions.
Sincerely,
FirstName LastNameHoward Lutnick
Division of
Corporation Finance
Comapany NameCF Finance Acquisition Corp. II
Office of
Manufacturing
January 19, 2021 Page 3
cc: Sabrina He
FirstName LastName