Filed Pursuant to Rule 424(b)(3)

Registration No. 333-267313

Prospectus Supplement No. 3

(to prospectus dated December 5, 2022)



View, Inc.

166,172,262 Shares of Class A common stock

366,666 Warrants to Purchase Class A common stock

20,305,462 Shares of Class A common stock underlying warrants

20,726,666 Shares of Class A common stock underlying options



This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated December 5, 2022 (as supplemented to date, the “Prospectus”), related to: (1) the issuance by us of an aggregate of up to 41,032,128 shares of our Class A common stock, $0.0001 par value per share (the “Class A common stock”), issuable upon the exercise of Private Placement Warrants, Public Warrants, Rollover Warrants and Rollover Options (each, as defined in the Prospectus) and (2) the offer and sale, from time to time, by the selling holders identified in the Prospectus, or their permitted transferees, of up to 166,172,262 shares of Class A common stock and up to 366,666 Private Placement Warrants, with the information contained in our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 19, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A common stock and warrants are traded on the National Association of Securities Dealers Automated Quotations (“Nasdaq”) under the symbols “VIEW” and “VIEWW”, respectively. On January 19, 2023, the closing price of our Class A common stock was $0.73 per share and the closing price of our warrants was $0.06 per warrant.



Investing in our securities involves risks. See Risk Factorsbeginning on page 14 of the Prospectus and in any applicable prospectus supplement.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.



The date of this prospectus supplement is January 19, 2023.





Washington, D.C. 20549









Date of Report (Date of earliest event reported): January 19, 2023 (January 12, 2023)



View, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-39470   84-3235065

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

195 South Milpitas Blvd.

Milpitas, California, 95035

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (408) 263-9200

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share   VIEW   The Nasdaq Global Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share   VIEWW   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 3.02

Unregistered Sales of Equity Securities.

As previously disclosed, on October 26, 2022, View, Inc. (the “Company”) completed the sale to certain purchasers (the “Purchasers”) of $200.0 million aggregate principal amount of the Company’s 6.00% / 9.00% Convertible Senior PIK Toggle Notes due 2027 (the “Notes”) pursuant to the Investment Agreement (the “Investment Agreement”), dated as of October 25, 2022, by and among the Company and the Purchasers.

On January 12, 2023, one of the Purchasers exercised its right to convert its Note with aggregate principal amount of $18.0 million in full. As a result, the Company issued 16,822,429 shares of its Class A common stock, par value $0.0001 per share (“Common Stock”), to BNP Paribas Asset Management UK Limited as agent on behalf of BNP Paribas Funds Energy Transition (“BNP”) in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company issued the shares of Common Stock to BNP in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by BNP in the Investment Agreement.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    VIEW, INC.
Date: January 19, 2023     By:  

/s/ Bill Krause

    Name:   Bill Krause
    Title:   Chief Legal Officer