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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FirstName LastName
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
Page 4
FirstName LastNameBill Krause
                                Division of Corporation Finance
Comapany NameView, Inc.
                                Office of Manufacturing
September 26, 2022 Page 4
cc:       Michael Mies
FirstName LastName