UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q/A

Amendment No. 1

___________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021.

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number: 001-39470.

___________________________

VIEW, INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware	84-3235065
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
195 South Milpitas Blvd Milpitas, California	95,035
(Address of principal executive offices)	(Zip Code)

(408) 263-9200

(Registrant’s telephone number, including area code)

CF Finance Acquisition Corp. II

110 East 59th Street,

New York, New York 10022

Former fiscal year: March 31

(Former name, former address and former fiscal year, if changed since last report)

___________________________

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value, $0.0001 per share	VIEW	The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	VIEWW	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ¨     No  x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 14, 2021, 217,076,712 shares of Class A common stock, par value $0.0001 of the registrant were issued and outstanding.

1

EXPLANATORY NOTE

On May 10, 2021, after discussion with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm for the Non-Reliance Period (defined below), the Company’s management and the audit committee of the Board of Directors of the Company 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 changes in the accounting for the Company’s warrants during that period. For additional information, please refer to that certain Form 8-K, filed on May 11, 2021.

Explanatory Note in Connection with the Filing of this Amendment No. 1 to the Quarterly Report on Form 10-Q/A

In this Amendment No. 1 to the Quarterly Report on Form 10-Q/A, all references to “View”, “the Company”, “we”, “us”, “our”, refer to View, Inc. and its consolidated subsidiaries.

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (“Form 10-Q/A”) amends and restates certain items noted below in the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2021, as originally filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021 (the “Original Filing”). This Form 10-Q/A amends the Original Filing to reflect the correction of a material misstatement in the previously issued unaudited interim condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, and the condensed consolidated balance sheet as of December 31, 2020 (the "Restated Periods") related to the Company’s accounting treatment of warranty-related obligations and other immaterial prior period misstatements. The Company is also restating its annual financial statements as of December 31, 2020 and for the years ended December 31, 2020 and 2019 in connection with the filing of its 2021 Form 10-K on June 15, 2022 and its unaudited quarterly financial statements for the quarterly and year to date periods ended June 30, 2020 and September 30, 2020 in connection with the filing of its Q2 2021 and Q3 2021 Form 10-Qs as filed with the SEC on June 15, 2022.

Background of Restatement

As previously disclosed on August 16, 2021, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) initiated an independent investigation concerning the adequacy of the Company’s previously reported warranty accrual (the “Investigation”).

Based on the independent investigation, the Audit Committee concluded that (i) the Company’s previously reported liabilities associated with warranty-related obligations and the cost of revenue associated with the recognition of those liabilities were materially misstated, (ii) the Company’s former Chief Financial Officer and certain former accounting staff negligently failed to properly record the liabilities for warranty-related obligations and cost of revenue, and (iii) the Company’s former Chief Financial Officer and certain former accounting staff intentionally failed to disclose certain information to the Board of Directors and the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”) regarding the applicable costs incurred and expected to be incurred in connection with the warranty-related obligations.

As reported in the Current Report on Form 8-K filed with the SEC on November 9, 2021, the Audit Committee concluded, with the concurrence of management that certain financial statements of the Company should no longer be relied upon and would require restatement in order to correct misstatements in those financial statements relating to the recording and reporting of the warranty-related obligations. In connection with this restatement, the Company is also correcting other immaterial prior period misstatements.

This Form 10-Q/A includes the restatement of the unaudited quarterly financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, and the condensed consolidated balance sheet as of December 31, 2020 (the "Restated Periods"). The 2020 beginning equity has also been restated for the prior period impact. The financial information that had been previously filed or otherwise reported related to the Restated Periods is superseded by the information in this Form 10-Q/A and the restated 2020 and 2019 financial statements included in the 2021 Annual Report on Form 10-K filed on June 15, 2022; therefore, the financial statements and related financial information contained in previously filed reports should no longer be relied upon.

The restatement is further described and the impact of the restatement is included in Note 2 of the “Notes to the Condensed Consolidated Financial Statements” included in Part I, Item 1. “Financial Statements (Unaudited)” of this Form 10-Q/A.

2

Control Considerations

In connection with the restatement, the Audit Committee concluded, with concurrence of management, that there were additional deficiencies in our internal control over financial reporting that constituted additional material weaknesses as of March 31, 2021. For a discussion of management's consideration of our disclosure controls and procedures and the material weaknesses identified, See Part I, Item 4, Controls and Procedures of this Form 10-Q/A.

Items Amended in this Filing

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing, as amended, in its entirety; however, this Form 10-Q/A amends and restates only the following Items of the Original Filing to the extent necessary to reflect the adjustments discussed above and to make corresponding adjustments to the Company’s financial data cited elsewhere in this Form 10-Q/A:

-Part I, Item 1 – Financial Statements (Unaudited)

-Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

-Part I, Item 4 – Controls and Procedures

-Part II, Item 1 – Legal Proceedings

-Part II, Item 1A – Risk Factors

-Part II, Item 6 – Exhibits

In addition, in connection with the preparation of this Form 10-Q/A, the Company has reevaluated its financial condition as of the date of filing this Form 10-Q/A. Based on this reevaluation, the Company has determined that there is substantial doubt about its ability to continue as a going concern as of the date of the filing of this Form 10-Q/A, as the Company does not currently have adequate financial resources to fund its forecasted operating costs and meet its obligations for at least twelve months from the filing of this Form 10-Q/A. The assessment of going concern is further discussed in Note 1 of the “Notes to the Condensed Consolidated Financial Statements” included in Part I, Item 1. “Financial Statements (Unaudited)” of this Form 10-Q/A.

Further, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing (Exhibits 31.1, 31.2, 32.1 and 32.2), and the Company has provided its restated condensed consolidated financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101.

Except as described above, no other changes have been made to the Original Filing. This Form 10-Q/A speaks as of the date of the Original Filing and does not reflect other events that may have occurred after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events.

3

View, Inc.

Quarterly Report on Form 10-Q/A

Table of Contents

		Page No.
Note Regarding Forward Looking Statements		5
PART I. FINANCIAL INFORMATION		6
Item 1.	Financial Statements (Unaudited)	6
	Condensed Consolidated Balance Sheets as of March  31, 2021 and December 31, 2020	6
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2021 and 2020	7
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 and 2020	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52
PART II. OTHER INFORMATION		56
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	56
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
Signatures		62

4

Note Regarding Forward Looking Statements

Certain statements included in this Amendment No. 1 to the Quarterly Report on Form 10-Q/A ("Form 10-Q/A") that are not historical facts are forward-looking statements within the meaning of the federal securities laws, including safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this Form 10-Q/A. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Many factors could cause actual future events to differ from the forward-looking statements in this 10-Q/A. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. You should carefully consider the factors and the other risks and uncertainties described in Part II, Item 1A of this Form 10-Q/A and in the Company's 2021 Annual Report on Form 10-K filed with the SEC on June 15, 2022. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

5

PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

View, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share and per share data)

	March 31, 2021		December 31, 2020
	(As Restated)		(As Restated)
Assets
Current assets:
Cash and cash equivalents	$	506,457	$	63,232
Accounts receivable, net of allowances of $224 as of March 31, 2021 and December 31, 2020, respectively	12,086		12,252
Inventories	7,134		6,483
Prepaid expenses and other current assets	6,069		6,213
Total current assets	531,746		88,180
Property and equipment, net	278,304		282,560
Restricted cash	10,464		10,461
Other assets	3,421		8,946
Total assets	$	823,935	$	390,147
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	8,688	$	14,562
Accrued expenses and other current liabilities	29,996		42,150
Accrued compensation	10,386		10,827
Deferred revenue	4,220		2,649
Debt, current	—		247,248
Total current liabilities	53,290		317,436
Debt, non-current	15,430		15,430
Redeemable convertible preferred stock warrant liability	—		12,323
Sponsor earn-out liability	23,983		—
Other liabilities	53,290		56,844
Total liabilities	145,993		402,033
Commitments and contingencies (Note 6)
Redeemable convertible preferred stock, $0.0001 par value; none authorized, issued and outstanding as of March 31, 2021; 224,409,612 shares authorized, 121,431,310 shares issued and outstanding as of December 31, 2020; no aggregate liquidation preference as of March 31, 2021 and $1,749,201 as of December 31, 2020	—		1,812,678
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding as of March 31, 2021; none authorized, issued and outstanding as of December 31, 2020	—		—
Common stock, $0.0001 par value; 600,000,000 and 262,797,235 shares authorized as of March 31, 2021 and December 31, 2020; 217,076,712 and 1,708,476 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	22		—
Additional paid-in capital	2,666,308		89,789
Accumulated deficit	(1,988,388)		(1,914,353)
Total stockholders’ equity (deficit)	677,942		(1,824,564)
Total liabilities redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	823,935	$	390,147

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

View, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

(in thousands, except share and per share data)

	Three Months Ended March 31,
	2021		2020
	(As Restated)		(As Restated)
Revenue	$	9,769	$	9,032
Costs and expenses:
Cost of revenue	36,179		36,463
Research and development	16,570		23,088
Selling, general, and administrative	21,700		21,364
Total costs and expenses	74,449		80,915
Loss from operations	(64,680)		(71,883)
Interest and other income (expense), net
Interest income	5		445
Interest expense	(5,308)		(5,285)
Other expense, net	(1,442)		(24)
Gain on fair value change, net	7,413		4,427
Loss on extinguishment of debt	(10,018)		—
Interest and other income (expense), net	(9,350)		(437)
Loss before provision of income taxes	(74,030)		(72,320)
Provision for income taxes	(5)		(5)
Net and comprehensive loss	$	(74,035)	$	(72,325)
Net loss per share, basic and diluted	$	(1.33)	$	(43.65)
Weighted-average shares used in calculation of net loss per share, basic and diluted	55,500,398		1,656,774

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

View, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(unaudited)

(in thousands)

	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balances as of December 31, 2020 (As Restated)	5,222,852	$	1,812,678	73,483	$	7	$	89,782	$	(1,914,353)	$	(1,824,564)
Retroactive application of reverse recapitalization (Note 3)	(5,101,421)	—		(71,774)	(7)		7		—		—
Balances as of December 31, 2020, as converted (As Restated)	121,431	1,812,678		1,709	—		89,789		(1,914,353)		(1,824,564)
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization	(121,431)	(1,812,678)		121,431	12		1,812,666		—		1,812,678
Reverse recapitalization transaction, net of fees	—	—		93,865	10		745,741		—		745,751
Conversion of redeemable convertible preferred stock warrants to common stock warrants in connection with reverse recapitalization	—	—		—	—		7,267		—		7,267
Issuance of common stock upon exercise of stock options	—	—		72	—		382		—		382
Stock-based compensation	—	—		—	—		10,463		—		10,463
Net loss	—	—		—	—		—		(74,035)		(74,035)
Balances as of March 31, 2021 (As Restated)	—	$	—	217,077	$	22	$	2,666,308	$	(1,988,388)	$	677,942

	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balances as of December 31, 2019 (As Restated)	5,223,032	$	1,812,724	71,000	$	7	$	60,349	$	(1,664,627)	$	(1,604,271)
Retroactive application of reverse recapitalization (Note 3)	(5,101,596)	—		(69,349)	(7)		7		—		—
Balances as of December 31, 2019, as converted (As Restated)	121,436	1,812,724		1,651	—		60,356		(1,664,627)		(1,604,271)
Cancellation of Series A, Series B, and Series E redeemable convertible preferred stock	(5)	(46)		—	—		46		—		46
Issuance of common stock upon exercise of stock options	—	—		28	—		149		—		149
Stock-based compensation	—	—		—	—		9,218		—		9,218
Net loss	—	—		—	—		—		(72,325)		(72,325)
Balances as of March 31, 2020 (As Restated)	121,431	$	1,812,678	1,679	$	—	$	69,769	$	(1,736,952)	$	(1,667,183)

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

View, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2021		2020
	(As Restated)		(As Restated)
Cash flows from operating activities:
Net loss	$	(74,035)	$	(72,325)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,029		6,614
Loss on extinguishment of debt	10,018		—
Gain on fair value change, net	(7,413)		(4,427)
Amortization of debt discount	488		586
Stock-based compensation	10,463		9,218
Changes in operating assets and liabilities:
Accounts receivable	166		1,523
Inventories	(651)		756
Prepaid expenses and other current assets	143		22,762
Other assets	32		26
Accounts payable	(4,685)		(2,967)
Deferred revenue	1,571		(407)
Accrued compensation	(439)		133
Accrued expenses and other liabilities	(13,025)		(843)
Net cash used in operating activities	(70,338)		(39,351)
Cash flows from investing activities:
Purchases of property and equipment	(2,679)		(19,355)
Maturities of short-term investments	—		32,866
Net cash provided by (used in) investing activities	(2,679)		13,511
Cash flows from financing activities:
Proceeds from draws related to revolving debt facility	—		34,615
Repayment of revolving debt facility	(257,454)		(37,500)
Repayment of other debt obligations	—		(1,714)
Payments of obligations under capital leases	(212)		(364)
Proceeds from issuance of common stock upon exercise of stock options	382		149
Proceeds from reverse recapitalization and PIPE financing	815,184		—
Payment of transaction costs related to reverse recapitalization	(41,655)		—
Net cash provided by (used in) financing activities	516,245		(4,814)
Net increase (decrease) in cash, cash equivalents, and restricted cash	443,228		(30,654)
Cash, cash equivalents, and restricted cash, beginning of period	74,693		148,674
Cash, cash equivalents, and restricted cash, end of period	$	517,921	$	118,020
Supplemental disclosure of cash flow information:
Cash paid for interest	$	19,329	$	1,492
Cash paid for income taxes	28		8
Non-cash investing and financing activities:
Change in accounts payable balance and other liabilities related to purchase of property and equipment	$	(967)	$	(3,563)
Conversion of redeemable convertible preferred stock to common stock	$	1,812,678	$	—
Conversion of redeemable convertible preferred stock warrants to common stock warrants	$	7,267	$	—
Common stock issued in exchange for services associated with the reverse recapitalization	$	7,500	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Organization and Summary of Significant Accounting Policies

Organization

View, Inc. (f/k/a CF Finance Acquisition Corp. II) and its wholly-owned subsidiaries (collectively “View” or the “Company”) headquartered in Milpitas, California, is a technology company that manufactures smart building products intended to help improve people’s health, productivity and experience, while simultaneously reducing energy consumption. View’s primary product is a proprietary electrochromic or “smart” glass panel that when combined with View’s proprietary network infrastructure and software, intelligently adjusts in response to the sun by tinting from clear to dark states, and vice versa thereby reducing heat and glare. The Company is devoting substantially all of its efforts towards the manufacturing, sale and further development of its product platforms, and marketing of both custom and standardized product solutions.

On March 8, 2021 (the “Closing Date” or “Closing”), CF Finance Acquisition Corp. II (“CF II”), a Delaware corporation, consummated the previously announced merger pursuant to an Agreement and Plan of Merger, dated November 30, 2020 (the “Merger Agreement”), by and among CF II, PVMS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF II (“Merger Sub”), and View, Inc. (prior to the Closing, hereinafter referred to as “Legacy View”). Pursuant to the Merger Agreement, a business combination between CF II and Legacy View was effected through the merger of Merger Sub with and into Legacy View, with Legacy View as the surviving company and a wholly-owned subsidiary of CF II (the “Merger”). In connection with the Merger, the Company raised $815.2 million of gross proceeds including the contribution of $374.1 million of cash held in CF II’s trust account from its initial public offering, net of redemptions of CF II Class A Common Stock held by CF II’s public stockholders of $125.9 million, $260.8 million of private investment in public equity (“PIPE”) at $10.00 per share of CF II’s Class A Common Stock, and $180.3 million of additional PIPE at $11.25 per share of CF II’s Class A Common Stock. The PIPE, collectively with the Merger and other transactions described in the Merger Agreement, are herein referred to collectively as “Transactions”. On the Closing Date, CF II changed its name from CF Finance Acquisition Corp. II to View, Inc. and Legacy View changed its name to View Operating Corporation. See Note 3 for additional information.

Basis of Presentation

The condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and are unaudited. The Company’s condensed consolidated financial statements include the accounts of View, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in View’s 2021 Annual Report on Form 10-K filed with the SEC on June 15, 2022 (the "2021 Form 10-K"). The information as of December 31, 2020 included in the condensed consolidated balance sheets was derived from those audited consolidated financial statements as restated for the items described within this report. See Note 2 for further information.

As a result of the Transactions completed on March 8, 2021, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted.

The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s financial position as of March 31, 2021 and the results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods.

All amounts are presented in U.S. dollars ($).

10

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

View’s Pandemic Response

During March 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) to be a global pandemic. The COVID-19 pandemic has impacted health and economic conditions throughout the U.S., including the construction industry. The COVID-19 pandemic continues to be dynamic and evolving, and the extent to which COVID-19 impacts the Company’s operations will depend on future developments that cannot be predicted with certainty, including the duration of the pandemic, resurgences of COVID-19 infections and the emergence of new variants, the availability and efficacy of vaccines, new information that may emerge concerning the severity of COVID-19 and the governmental measures to contain or treat its impact, among others. COVID-19’s disruptions to the construction industry may reduce or delay new construction projects or result in cancellations or delays of existing planned construction. Supply of certain materials used by the Company in the manufacture of its products that are sourced from a limited number of suppliers may also be disrupted. For example, we utilize semiconductor chips in certain products that we manufacture, and semiconductor chips have been subject to an ongoing global shortage. This shortage may cause delays in our production and increase the cost to obtain semiconductor chips and components that use semiconductor chips. In addition, long-term effects of COVID-19 on employer work-from-home policies and therefore demand for office space cannot be predicted. Any one or a combination of such events could have a material adverse effect on the Company’s financial results.

To address these conditions, the Company established protocols to continue business operations as an essential industry, helped insulate its supply chain from delays and disruptions, and assessed its business operations and financial plans as a result of COVID-19. The Company optimized its financial plan by focusing on sales growth and by reducing and delaying incremental spending on operating and capital expenditures compared with the pre-COVID business plan. In particular, the Company reduced operating costs through headcount reductions and reduction of operating expenditures for third-party contractors.

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Since inception, the Company has not achieved profitable operations or positive cash flows from operations. The Company’s accumulated deficit totaled $1,988.4 million as of March 31, 2021. For the three months ended March 31, 2021, we had a net loss of approximately $74.0 million and negative cash flows from operations of approximately $70.3 million. For the three months ended March 31, 2020, we had a net loss of approximately $72.3 million and negative cash flows from operations of approximately $39.4 million.

The Company has historically financed its operations through the issuance and sale of redeemable convertible preferred stock, the issuance of debt financing, the gross proceeds associated with the Transactions and revenue generation from product sales. The Company’s continued existence is dependent upon its ability to obtain additional financing, enter into profitable sales contracts and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant amounts of capital to sustain operations and the Company will need to make the investments it needs to execute its long-term business plans.

As of the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 on May 17, 2021 (the "Original Filing"), management believed that the Company’s cash and cash equivalents of $506.5 million as of March 31, 2021 were adequate to meet its needs, including any debt balances due at maturity, for the next twelve months from the issuance of the originally issued condensed consolidated financial statements.

In connection with the preparation of this Amendment No. 1 to the Quarterly Report on Form 10-Q/A ("Form 10-QA"), the Company has reevaluated its financial condition as of the date of filing this Form 10-Q/A. Based on this reevaluation, the Company has determined that there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs and meet its obligations for at least twelve months from the filing of this Form 10-Q/A.

While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of

11

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, recent and anticipated future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, will impact the cost of debt financing.

If we are unable to obtain adequate capital resources to fund operations, we would not be able to continue to operate our business pursuant to our current business plan, which would require us to modify our operations to reduce spending to a sustainable level by, among other things, delaying, scaling back or eliminating some or all of our ongoing or planned investments in corporate infrastructure, business development, sales and marketing, research and development and other activities, which would have a material impact on our operations and our ability to increase revenues, or we may be forced to discontinue our operations entirely.

Summary of Significant Accounting Policies

Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 1 of the audited consolidated financial statements as of and for the year ended December 31, 2021 included in View's 2021 Form 10-K.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the condensed consolidated financial statements and the accompanying notes. Significant estimates include the warranty accrual, the fair value of common stock prior to reverse recapitalization and other assumptions used to measure stock-based compensation, the fair value of the redeemable convertible preferred stock, warrants, sponsor earn-out liability, the determination of standalone selling price of various performance obligations and estimation of costs to complete the performance obligations under the insulating glass units (“IGU”) contracts for revenue recognition, and valuation of deferred tax assets and uncertain income tax positions. The Company bases its estimates on historical experience, the current economic environment, and on assumptions that it believes are reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate which may require significant judgement. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ significantly from these estimates.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are held by domestic financial institutions with high credit standings. Such deposits may, at times, exceed federally insured limits. As of March 31, 2021, the Company has not experienced any losses on its deposits of cash and cash equivalents.

For the three months ended March 31, 2021, two customers represented greater than 10.0% of total revenue, each accounting for 31.8% and 10.3% of total revenue. Four customers represented greater than 10.0% of total revenue, each accounting for 21.3%, 19.1%, 12.2%, and 12.1%, for the three months ended March 31, 2020. One customer accounted for 28.8% of accounts receivable, net as of March 31, 2021 and one customer accounted for 23.6% of accounts receivable, net as of December 31, 2020. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition.

Certain materials used by the Company in the manufacturing of its products are purchased from a limited number of suppliers. Shortages could occur in these materials due to an interruption of supply or increased demand in the industry. For the three months ended March 31, 2021, two suppliers accounted for 37.3% and 12.7% of total purchases. For the three months ended March 31, 2020, one supplier accounted for 48.6% of total purchases.

12

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Fair Value Measurement of Financial Assets and Liabilities

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. U.S. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1    Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2    Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3    Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Cash equivalents relating to demand deposits and U.S. Treasury bills, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments. Short-term and long-term debt are carried at amortized cost, which approximates its fair value. See Note 5 for further information.

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value. Costs are measured on a first-in, first out basis using standard cost, which approximates actual cost. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value, or are in excess of expected demand. Once inventory is written down, its new value is maintained until it is sold, scrapped, or written down for further valuation losses. The valuation of inventories requires the Company to make judgments based on currently available information about the likely method of disposition and current and future product demand relative to the remaining product life. Inventory valuation losses are classified as cost of revenue in the condensed consolidated statements of comprehensive loss. During the three months ended March 31, 2021 and 2020, the Company recorded $0.5 million and $0.9 million, respectively, to reserve for excess and obsolete inventories and adjust ending inventories to net realizable value.

Product Warranties

The Company provides a standard assurance type warranty that its IGUs will be free from defects in materials and workmanship for generally 10 years from the date of delivery to customers. IGUs with sloped or laminated glass generally have a warranty of 5 or 10 years. Control systems associated with the sale of Controls, Software and Services (“CSS”) typically have a 5-year warranty. In resolving warranty claims, the Company’s standard warranty terms provide that the Company generally has the option of repairing, replacing or refunding the selling price of the covered product. The Company has not been requested to and has not provided any refunds, which would be treated as a reduction to revenue, to date as of March 31, 2021. The Company accrues for estimated claims of defective products at the time revenue is recognized based on historical warranty claims rates. The Company’s estimated costs for standard warranty claims are based on future estimated costs the Company expects to incur to replace the IGUs or control systems multiplied by the estimated IGU or control system warranty claims, respectively, based on warranty contractual terms and business practices. The total warranty liability included $5.7 million and $5.5 million as of March 31, 2021 and December 31, 2020, respectively, related to this standard assurance warranty.

In 2019, the Company identified a quality issue with certain materials purchased from one of its suppliers utilized in the manufacturing of certain IGUs. The Company stopped using the affected materials upon identification of the quality issue in

13

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2019. The Company has replaced and expects to continue to replace the affected IGUs for the remainder of the period covered by the warranty. The Company developed a statistical model to analyze the risk of failure of the affected IGUs related to this quality issue and predict the potential number of future failures that may occur during the remaining warranty period, as well as the timing of the expected failures. Management judgment is necessary to determine the distribution fit and covariates utilized in the statistical model, as well as the relative tolerance to declare convergence. The statistical model considered the volume of units sold, the volume of unit failures, data patterns, and other characteristics associated with the failed IGUs as well as the IGUs that had not yet failed as of each financial reporting period. These characteristics include, but are not limited to, time to failure, manufacture date, location of installation, and environmental factors. Based on this analysis, the Company has recorded a specific warranty liability using the estimated number of affected IGUs expected to fail in the remaining warranty period and applying estimated costs the Company expects to incur to replace the IGUs based on warranty contractual terms and business practices. The total warranty liability included $41.1 million and $42.1 million as of March 31, 2021, and December 31, 2020, respectively, related to these IGUs.

The Company monitors warranty obligations and may make adjustments to its warranty liabilities if actual costs of product repair and replacement are significantly higher or lower than estimated. Accruals for anticipated future warranty costs are recorded to cost of revenue in the condensed consolidated statements of comprehensive loss and included in other current liabilities and other liabilities on the condensed consolidated balance sheet. Warranty liabilities are based on estimates of failure rates and future costs to settle warranty claims that are updated periodically, taking into consideration inputs such as changes in the volume of claims compared with the Company’s historical experience, and changes in the cost of servicing warranty claims. The estimated cost includes the Company’s expectations regarding future total cost of replacement, as well as fixed cost absorption as production increases. The Company accounts for the effect of changes in estimates prospectively.

Changes in warranty liabilities are presented below (in thousands) See Note 2 for discussion of the material misstatement of the previously reported warranty liability balances as of March 31, 2021 and December 31, 2020.

	March 31, 2021		December 31, 2020
Beginning balance	$	47,678	$	53,296
Accruals for warranties issued	413		1,304
Changes to estimates of volume and costs	—		(1,002)
Settlements made	(1,276)		(5,920)
Ending balance	$	46,815	$	47,678
Warranty liability, current, beginning balance	$	8,864	$	8,038
Warranty liability, noncurrent, beginning balance	$	38,814	$	45,258
Warranty liability, current, ending balance	$	9,470	$	8,864
Warranty liability, noncurrent, ending balance	$	37,345	$	38,814

During the three months ended March 31, 2021 and 2020, the Company recorded a charge to Cost of revenues of $0.4 million and $0.3 million, respectively, related to adjustments to the warranty liability.

Considering the uncertainty inherent in the failure analysis, including the actual timing of the failures and the number of defective IGUs, as well as uncertainty regarding future supply chain costs and production volumes that may impact the projected costs to replace defective IGUs in future years, it is reasonably possible that the amount of costs to be incurred to replace the defective IGUs could ultimately be materially different from the estimate. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from the Company’s estimates, revisions to the estimated warranty liability would be required, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

In addition to the warranty liabilities presented above, the Company has $5.1 million and $0.8 million included within Accrued expenses and other current liabilities in its Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, respectively, for incremental performance obligations promised to customers in connection with IGU failures associated with the quality issue described above. The costs associated with these obligations are included within Cost of revenue in the

14

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Condensed Consolidated Statement of Comprehensive Loss, and were $5.1 million and $1.0 million for the three months ended March 31, 2021 and 2020.

Revenue Recognition

The Company generates revenue from (i) the manufacturing and sale of insulating glass units (“IGU”) that are coated on the inside with a proprietary technology and are designed and built to customer specifications that include sizes for specific windows, skylights, and doors in specified or designated areas of a building and (ii) selling the Controls, Software and Services (“CSS”), which includes electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors that when combined with the IGUs enable the IGUs to tint. Also included in CSS is a commissioning service, in which the installed IGUs and CSS components are tested and tinting configurations are set by the Company.

The IGUs and CSS are typically sold separately to glaziers and low-voltage electricians (“LVE”), respectively. The assembly and installation of the IGUs and the electrical components included in the CSS generally is performed by the third-party, glaziers and LVEs, respectively, and is not included in the Company’s offerings. The Company does not have a role in arranging for the assembly nor the installation. The entire project is commissioned by the Company after the IGUs and CSS electrical components are installed. The commissioning service is provided by the Company to configure and test the operation of the windows at the building site and ensure proper functionality.

The Company’s revenue is highly dependent on securing design wins with end-users of the Company’s products and services, which typically are the owners, tenants or developers of buildings. The design win is typically secured through a non-binding memorandum of understanding. Once a design-win is secured, the Company enters into separate legally binding agreements with its customers (glaziers, LVEs, owners, tenants, developers of buildings, general contractors (“GC”) or a combination thereof) to deliver IGUs and CSS. The legally binding agreements with each customer constitute the revenue contract with its customers.

The Company’s accounting policy for its contracts with its customers is as follows:

The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) for all periods presented. Under ASC 606, revenue is recognized as or when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performed the following five steps:

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract; and

Step 5: Recognize revenue as or when the entity satisfies a performance obligation.

Insulating glass units (“IGUs”)

IGUs are designed and fabricated to building-site specifications and typically sold to glaziers, who are subcontracted by the building general contractor. Each contract to provide IGUs includes multiple distinct IGUs. Each unit is separately identifiable, does not modify or customize one another and each unit is not highly interdependent or interrelated. The Company determines the transaction price based on the consideration expected to be received, which is the contractual selling price. There is no variable consideration. The building-site specific IGUs have no alternative use to the Company once production has commenced as at that time they cannot practically be redirected to another customer. The Company has contractually enforceable rights to proportionate payment of the transaction price for performance completed to date. As such, the Company recognizes revenue over time as the IGU is fabricated, using cost-to-cost as the basis to measure the Company’s progress

15

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

toward satisfying the performance obligation. Recognizing revenue as costs are incurred provides an objective measure of progress and thereby best depicts the extent of transfer of control to the customer. Management judgment is required to estimate both the total cost to produce and the progress towards completion. Production cost is recognized as incurred. Changes in estimated costs to fabricate the IGU and the related effect on revenue are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s progress towards fulfillment of the performance obligation. The cumulative catch-up adjustments have not been material for the three months ended March 31, 2021 and 2020.

The average term of the contract is less than 12 months and is dependent on the size of the project and the associated construction schedule. Payment terms are generally net 30 upon invoicing, which coincides with shipment of completed IGUs.

Controls, Software and Services (CSS)

Contracts with customers for CSS contain multiple promised goods and services including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and commissioning and other support services. The customer in these arrangements is typically the LVE, GC, building owner or in some limited cases the glazier. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment requires management to make judgments about the individual promised good or service and whether such good or service is separable from the other aspects of the contractual relationship. Performance obligations in a contract are identified based on the promised goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

The Company’s contracts to deliver CSS contain multiple performance obligations for each promise in the CSS arrangement. Each of the identified promises, including electrical connections schema, sky sensors, window controllers and control panels with embedded software, cables and connectors, and commissioning and other support services are capable of being distinct and each promise is separately identifiable in the context of the contract. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company applies judgment to estimate the standalone selling price taking into account available information, such as internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives, for the related performance obligations. The consideration expected to be received for the Company’s CSS arrangements is generally fixed at inception; however, in limited cases the consideration expected to be received is dependent on the future occupancy of the building. The Company determines the transaction price based on the consideration expected to be received, which is the contractual selling price, as adjusted for any applicable estimates for variable consideration. Variable consideration is estimated at the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Payment terms are generally net 30 upon invoicing, which typically occurs upon delivery of electrical connections schema or shipment of electrical components and completion of the commissioning service. Limited CSS arrangements have extended payment terms, and the Company adjusts the transaction price for the effects of the financing component, if significant.

The Company recognizes revenue allocated to each performance obligation at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer, which generally occurs upon shipment or delivery of the control panel and electrical components. The commissioning services and the delivery of the electrical connections schema require acceptance from the customer. The Company recognizes revenue from each of these two performance obligations when customer acceptance is obtained, as that is the point in time when control has been deemed to have transferred.

16

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Shipping and Handling Costs

The Company considers shipping and handling activities as costs to fulfill the sales of products. Freight charged to customers is included in revenue when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of revenue.

Taxes

Taxes imposed by governmental authorities on the Company’s revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from revenue.

Contract Costs

The Company incurs incremental costs of obtaining contracts, primarily sales commissions and related fringe benefits. Incremental costs to obtain contracts are evaluated for recoverability using the expected consideration of both IGU and CSS contracts as the incremental costs are associated with both contracts. The Company currently incurs significant losses on its offerings and as such incremental costs to obtain contracts are not recoverable and have been expensed as incurred.

The Company does not incur significant costs to fulfill contracts prior to transferring control of the products or services.

Stock-Based Compensation

The Company measures stock-based awards, including stock options and restricted stock units (“RSUs”) granted to employees and nonemployees based on the estimated fair value as of the grant date. Nonemployee stock-based awards have not been material through March 31, 2021.

Awards with only service vesting conditions

The fair value of stock option awards with only service condition is estimated on the grant date using the Black-Scholes option-pricing model, which requires the input of assumptions, including the fair value of the underlying common stock, the expected term of the stock option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. The Company recognizes the fair value of each stock award on a straight-line basis over the requisite service period of the awards. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. At Closing, as required by the Merger Agreement, the Company granted stock option awards to purchase 5,000,000 shares of the Company’s common stock to certain officers.

Awards with service vesting and market conditions

At Closing, as required by the Merger Agreement, the Company granted stock-based awards containing both service and market conditions, as follows: (i) a nonqualified stock option award to its CEO to purchase 25,000,000 shares of the Company common stock (“CEO Option Award”) and (ii) 12,500,000 RSUs to certain officers (“Officer RSUs”).

The estimated fair value of the CEO Option Award and Officer RSUs is determined using the Monte Carlo simulation model and the effect of the market condition is reflected in the grant date fair value of the award. Monte Carlo simulations are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the value of such stock options based on a large number of possible stock price path scenarios. Compensation cost is recognized for each vesting tranche of an award with a market condition using the accelerated attribution method over the longer of the requisite service period and derived service period, irrespective of whether the market condition is satisfied. The derived service period is determined using the Monte Carlo simulation model. If a recipient terminates employment before completion of the requisite service period, any compensation cost previously recognized is reversed unless the market

17

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

condition has been satisfied prior to termination. If the market condition has been satisfied during the vesting period, the remaining unrecognized compensation cost is accelerated. See Note 10 for further information regarding these awards.

Sponsor Earn-Out Liability

At Closing, the Sponsor subjected 4,970,000 shares (“Sponsor Earn-Out Shares”) to vesting and potential forfeiture (and related transfer restrictions) based on a five year post-Closing earnout, with (a) 50% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $12.50 for 5 out of any 10 trading days, (b) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $15.00 for 5 out of any 10 trading days and (c) 25% of the Sponsor Earn-Out Shares being released if the stock price of the Company exceeds $20.00 for 5 out of any 10 trading days, in each case, subject to early release for a sale, change of control or going private transaction or delisting after the Closing (collectively, the “Earn-Out Triggering Events”).

These Sponsor Earn-Out Shares are accounted for as liability classified instruments because the Earn-Out Triggering Events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the common stock of the Company. The aggregate fair value of the Sponsor Earn-Out Shares on the Closing date was estimated using a Monte Carlo simulation model and was determined to be $26.4 million. As of March 31, 2021, the Earn-Out Triggering Events were not achieved for any of the tranches and as such the Company adjusted the carrying amount of the liability to its estimated fair value of $24.0 million. The change in the fair value of $2.4 million is included in gain on fair value change, net in the condensed consolidated statements of comprehensive loss. See Note 5 for further information on fair value.

Public and Private Warrants

Prior to the Merger, CF II issued 366,666 private placement warrants (“Private Warrants”) and 16,666,637 public warrants (“Public Warrants” and collectively “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Merger on March 8, 2021 and b) 12 months from the date of the closing of CF II’s initial public offering on August 26, 2020 and terminating five years after the Merger.

The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are transferable, assignable or salable after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. See Note 9 for further information.

Upon consummation of the Merger, the Company concluded that (a) the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and are recorded in stockholders’ equity and (b) the Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities on the condensed consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the condensed consolidated statements of comprehensive loss at each reporting date. The fair value of the Private Warrants was measured using the Black-Scholes option-pricing model at each measurement date.

On the consummation of the Merger, the Company recorded a liability related to the Private Warrants of $0.6 million, included in Other Liabilities, with an offsetting entry to additional paid-in capital. On March 31, 2021, the fair value of the Private Warrants increased to $0.7 million, included in Other Liabilities, with the loss on fair value change recorded in the condensed consolidated statement of comprehensive loss for the three months ended March 31, 2021. See Note 5 for further information on fair value.

18

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Segment Reporting

Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of allocating resources and assessing performance. All material long-lived assets are maintained in the United States. See “Concentration of Credit Risk and Other Risks and Uncertainties” for further information on revenue by customer and Note 4 for further information on revenue by geography and categorized by products and services.

Recent Accounting Pronouncements Adopted

In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU No. 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2020. The Company has adopted this standard as of the first quarter of 2021 and did not have a material impact on the condensed consolidated financial statements.

Recent Accounting Pronouncements, Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842), and has since issued several updates, amendments, and technical improvements to ASU 2016-2. The guidance requires recognition of lease right-of-use (“ROU”) assets and lease liabilities by lessees for those leases previously classified as operating. The standard also requires additional disclosures about leasing arrangements related to discount rates, lease terms, and the amount, timing, and uncertainty of cash flows arising from leases. Topic 842 was originally effective for the Company's financial statements issued for fiscal years beginning after December 15, 2021. The Company expects to adopt this guidance in fiscal year 2022. The adoption of this guidance will result in recognition of ROU assets and leases liabilities on the condensed consolidated balance sheets. The Company is currently evaluating whether this guidance will have a significant impact on its condensed consolidated financial statements.

In June 2016, FASB issued an ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326). The FASB also issued amendments and the initial ASU, and all updates are included herein as the Credit Losses standard or Topic 326.The new standard generally applies to financial assets and requires those assets to be reported at the amount expected to be realized. The ASU is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating whether this guidance will have a significant impact on its condensed consolidated financial statements.

In August 2020, the FASB issued No. ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-6”). This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (“EPS”) calculation in certain areas. ASU 2020-6 is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating whether this guidance will have a significant impact on its condensed consolidated financial statements.

19

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2.Restatement of Previously Issued Financial Statements

Background of the Restatement

As previously disclosed, in August 2021, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) initiated an independent investigation concerning the adequacy of the Company’s previously presented warranty-related obligations (the “Investigation”), which has since been completed.

As a result of the Investigation, it was concluded that (i) the Company’s previously reported liabilities associated with warranty-related obligations and the cost of revenue associated with the recognition of those liabilities were materially misstated, (ii) the Company’s former Chief Financial Officer and certain former accounting staff negligently failed to properly record the liabilities for warranty-related obligations and cost of revenue, and (iii) the Company’s former Chief Financial Officer and certain former accounting staff intentionally failed to disclose certain information to the Company's Board of Directors and the independent auditors, regarding the applicable costs incurred and expected to be incurred in connection with the warranty-related obligations when replacing the IGUs. Specifically, the Company had inappropriately excluded from the warranty obligation the installation labor and freight costs that it had incurred, and expected to continue to incur, when replacing the IGUs. It was also determined that partially offsetting the misstatement which understated the warranty obligation was another misstatement resulting in an overestimate in the estimated failure rates of the impacted IGUs. As a result of these material misstatements, the Company’s warranty liabilities were understated by $24.9 million and $25.0 million as of March 31, 2021 and December 31, 2020, respectively, and the Company’s Cost of Revenue and Net Loss were overstated by nil and $1.4 million for the three months ended March 31, 2021 and 2020, respectively, as well as understated by $25.0 million for periods prior to 2021, which has been corrected for as an adjustment to Accumulated Deficit as of December 31, 2020.

Accordingly, the Company is restating the accompanying financial statements as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020. The Company has also restated its audited annual financial statements for the years ended December 31, 2020 and 2019 in connection with the filing of its 2021 Form 10-K on June 15, 2022 and its unaudited quarterly financial statements as of June 30, 2020 and September 30, 2020 and for the quarterly and year to date periods then ended in connection with the filing of its Q2 2021 Quarterly Report on Form 10-Q and Q3 2021 Quarterly Report on Form 10-Q filed with the SEC on June 15, 2022.

In addition to restating for the warranty-related misstatements, the Company is also correcting for other immaterial misstatements in the accompanying financial statements, included within the Other Adjustments column of the tables below. Such adjustments include a $1.8 million overstatement of Net Loss which originated in periods prior to 2021, as well as the following:

(a)the misstatement of depreciation expense for certain fixed assets;

(b)timing of the recognition of commissions expense due to contractual service requirements necessary to earn such commission;

(c)timing differences resulting from performance obligations associated with certain revenue contracts that were not initially identified and deferred over the period earned;

(d)the misstatement of liabilities associated with performance obligations promised to customers in connection with IGU failures;

(e)timing of the recognition of revenue, contract assets and contract liabilities related to contract modifications;

(f)timing of the recognition of contract loss accrual;

(g)the understatement of stock compensation expense in the first quarter of 2021; and

(h)certain income statement and balance sheet misclassifications, as well as other immaterial misstatements

Effect of the Restatement

The effects of the prior-period misstatements on our Condensed Consolidated Balance Sheets, Statements of Comprehensive Income and Cash Flows are reflected in the tables below (in thousands, except per share data). As it relates to the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit, the impact of the restatement

20

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

was to increase net loss and comprehensive loss as shown below, which included a $0.8 million increase of stock compensation expense for the three months ended March 31, 2021, which had a corresponding impact on Accumulated Deficit. We have also restated impacted amounts within the accompanying notes to the condensed consolidated financial statements, as applicable.

Condensed Consolidated Balance Sheets

	March 31, 2021
	As Previously Reported		Investigation Adjustments		Other Adjustments			As Restated
Assets
Current assets:
Cash and cash equivalents	$	506,457	$	—	$	—		$	506,457
Accounts receivable, net of allowances	12,086		—		—			12,086
Inventories	7,134		—		—			7,134
Prepaid expenses and other current assets	6,793		—		(724)		(b)	6,069
Total current assets	532,470		—		(724)			531,746
Property and equipment, net	279,278		—		(974)		(a)	278,304
Restricted cash	10,464		—		—			10,464
Other assets	4,318		—		(897)		(e)	3,421
Total assets	$	826,530	$	—	$	(2,595)		$	823,935
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	8,688	$	—	$	—		$	8,688
Accrued expenses and other current liabilities	17,085		5,705		7,206		(d), (f)	29,996
Accrued compensation	13,305		—		(2,919)		(b)	10,386
Deferred revenue	2,543		—		1,677		(c), (e)	4,220
Total current liabilities	41,621		5,705		5,964			53,290
Debt, non-current	15,430		—		—			15,430
Sponsor earn-out liability	23,983		—		—			23,983
Other liabilities	34,051		19,239		—			53,290
Total liabilities	115,085		24,944		5,964			145,993
Stockholders' equity (deficit):
Common stock, $0.0001 par value	22		—		—			22
Additional paid-in-capital	2,667,127		—		(819)		(g)	2,666,308
Accumulated deficit	(1,955,704)		(24,944)		(7,740)			(1,988,388)
Total stockholders' equity (deficit)	711,445		(24,944)		(8,559)			677,942
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	826,530	$	—	$	(2,595)		$	823,935

21

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

	December 31, 2020
	As Previously Reported		Investigation Adjustments		Other Adjustments			As Restated
Assets
Current assets
Cash and cash equivalents	$	63,232	$	—	$	—		$	63,232
Accounts receivable, net of allowances	12,252		—		—			12,252
Inventories	6,483		—		—			6,483
Prepaid expenses and other current assets	6,881		—		(668)		(b)	6,213
Total current assets	88,848		—		(668)			88,180
Property and equipment, net	282,560		—		—			282,560
Restricted cash	10,461		—		—			10,461
Other assets	8,946		—		—			8,946
Total assets	$	390,815	$	—	$	(668)		$	390,147
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	14,562	$	—	$	—		$	14,562
Accrued expenses and other current liabilities	36,480		4,849		821		(d)	42,150
Accrued compensation	14,665		—		(3,838)		(b)	10,827
Deferred revenue	2,111		—		538		(c)	2,649
Debt, current	247,248		—		—			247,248
Total current liabilities	315,066		4,849		(2,479)			317,436
Debt, non-current	15,430		—		—			15,430
Redeemable convertible preferred stock warrant liability	12,323		—		—			12,323
Other liabilities	36,731		20,113		—			56,844
Total liabilities	379,550		24,962		(2,479)			402,033
Redeemable convertible preferred stock	1,812,678		—		—			1,812,678
Stockholders' equity (deficit):
Common stock, $0.0001 par value	—		—		—			—
Additional paid-in-capital	89,789		—		—			89,789
Accumulated deficit	(1,891,202)		(24,962)		1,811			(1,914,353)
Total stockholders' equity (deficit)	(1,801,413)		(24,962)		1,811			(1,824,564)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	390,815	$	—	$	(668)		$	390,147

22

View, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Condensed Consolidated Statements of Comprehensive Loss

	Three Months Ended March 31, 2021
	As Previously Reported		Investigation Adjustments		Other Adjustments			As Restated
Revenue	$	11,805	$	—	$	(2,036)	(c), (e)	9,769
Costs and expenses:
Cost of revenue	29,874		(18)		6,323		(d), (f), (g)	36,179
Research and development	15,658		—		912		(a), (g)	16,570