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United States securities and exchange commission logo
September 26, 2022
Bill Krause
Chief Legal Officer
View, Inc.
195 S. Milpitas Blvd.
Milpitas, CA 95035
Re: View, Inc.
Registration
Statement on Form S-1
Filed on September
7, 2022
File No. 333-267313
Dear Mr. Krause:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Form S-1 filed September 7, 2022
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. We note the significant
number of redemptions of your Class A common stock in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. We also note that all of the
shares being registered
for resale were purchased by the selling securityholders for prices
considerably below the
current market price of the Class A common stock. Highlight the
significant negative
impact sales of shares on this registration statement could have on the
public trading price of
the Class A common stock.
Bill Krause
FirstName
View, Inc. LastNameBill Krause
Comapany 26,
September NameView,
2022 Inc.
September
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3. Disclose the exercise price of the warrants and options compared to
the market price of
the underlying securities. If these securities are out the money,
please disclose the
likelihood that holders will not exercise their warrants. Provide
similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises are dependent on the stock
price. As
applicable, describe the impact on your liquidity and update the
discussion on the ability
of your company to fund your operations on a prospective basis with
your current cash on
hand.
Risk Factors, page 14
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
price is significantly below the SPAC IPO price, the private investors
have an incentive to
sell because they will still profit on sales because of the lower
price that they purchased
their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
83
5. We note that the projected revenues for 2022 were $216 million, as set
forth in the
unaudited prospective financial information management prepared and
provided to the
Board, the company s financial advisors and the SPAC in connection
with the evaluation
of the Business Combination. We also note that your actual revenues
for the Six months
ended June 30, 2022 was approximately $33.3 million. It appears that
you will miss your
2022 revenue projection. Please update your disclosure in Liquidity
and Capital
Resources, and elsewhere, to provide updated information about the
company s financial
position and further risks to the business operations and liquidity in
light of these
circumstances. Also revise to discuss clearly the reasons for the
significant difference in
your projected and actual revenues for 2022 and actions you have taken
or plan to take in
response.
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants and
options because of the
disparity between the exercise price of the warrants and options and
the current trading
price of the Class A common stock, expand your discussion of capital
resources to address
any changes in the company s liquidity position since the business
combination. If the
company is likely to have to seek additional capital, discuss the
effect of this offering on
the company s ability to raise additional capital.
7. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
Bill Krause
FirstName
View, Inc. LastNameBill Krause
Comapany 26,
September NameView,
2022 Inc.
September
Page 3 26, 2022 Page 3
FirstName LastName
impact the market price of the company s common stock. Your
discussion should
highlight the fact that SVF Excalibur (Cayman) Limited, Madrone
Partners, L.P.,
and Guardians of New Zealand Superannuation, beneficial owners of over
50% of your
outstanding shares, will be able to sell all of their shares for so
long as the registration
statement of which this prospectus forms a part is available for use.
8. Please disclose whether you entered into any forward purchase or other
agreements that
provide certain investors with the right to sell back shares to the
company at a fixed price
for a given period after the closing date of the business combination.
If so, please revise to
discuss the risks that these agreements may pose to other holders if
you are required to
buy back the shares of your common stock as described therein. For
example, discuss how
such forced purchases would impact the cash you have available for
other purposes and to
execute your business strategy.
9. Please revise to update your disclosure to discuss your actual,
planned sources of liquidity
and capital resources, such as those you announced in August 2022.
General
10. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the Sponsor, private placement investors, PIPE
investors, or other
selling securityholders acquired their shares and warrants, and the
price that the public
securityholders acquired their shares and warrants. Disclose that
while the selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return
on the securities
they purchased due to differences in the purchase prices and the
current trading price.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Lastly, please include appropriate risk factor
disclosure.
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 Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at
(202) 551-
3641 with any questions.
Sincerely,
Bill Krause
View, Inc.
September 26, 2022
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FirstName LastNameBill Krause
Division of Corporation Finance
Comapany NameView, Inc.
Office of Manufacturing
September 26, 2022 Page 4
cc: Michael Mies
FirstName LastName