SUBJECT TO COMPLETION, DATED APRIL 7, 2021
PRELIMINARY PROSPECTUS
View, Inc.
69,319,822 Shares of Class A common stock
366,666 Warrants to Purchase Class A common stock
This prospectus
relates to the issuance by us of an aggregate of up to 17,033,303 shares of our Class A common stock, $0.0001 par value per share (the Class A common stock), which consist of (i) up to 366,666 shares
of Class A common stock that are issuable upon the exercise of private placement warrants (the Private Placement Warrants) originally issued in a private placement (Private Placement) to CF Finance Holdings
II, LLC (the Sponsor), in connection with the initial public offering of CF Finance Acquisition Corp. II (CF II) and (ii) up to 16,666,637 shares of Class A common stock that are issuable upon the
exercise of public warrants (the Public Warrants and, together with the Private Placement Warrants, the Warrants).
This prospectus also relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (the
Selling Holders), or their permitted transferees, of (i) up to 69,319,822 shares of Class A common stock, comprised of (a) up to 1,100,000 shares of Class A common stock (the Private Placement
Shares) issued to the Sponsor in the Private Placement, (b) up to 42,103,156 shares of Class A common stock (the PIPE Shares) issued on March 8, 2021 in a private placement to subscription agreements,
dated November 30, 2020 and January 11, 2021, (c) up to 12,500,000 shares of Class A common stock originally purchased by the Sponsor (the Founder Shares), some of which were transferred to CF IIs independent
directors prior to the business combination, (d) up to 750,000 shares of Class A common stock under an engagement letter, pursuant to which Cantor Fitzgerald & Co. agreed to serve as financial advisor in connection with the
business combination, dated as of October 3, 2020, as amended on November 26, 2020 (the Engagement Letter), (e) up to 12,500,000 shares of Class A common stock issuable upon the vesting of restricted stock units
(the Restricted Stock Units) outstanding under the 2021 Equity Incentive Plan (the 2021 Equity Incentive Plan) and (f) up to 366,666 shares of Class A common stock issuable upon exercise of the Private
Placement Warrants, and (ii) up to 366,666 Private Placement Warrants.
This prospectus provides you with a general description of such
securities and the general manner in which we and the Selling Holders may offer or sell the securities. More specific terms of any securities that we and the Selling Holders may offer or sell may be provided in a prospectus supplement that
describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.
We will not receive any proceeds from the sale of shares of Class A common stock or warrants by the Selling Holders pursuant to this
prospectus or of the shares of Class A common stock by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash. We will receive up to an
aggregate of approximately $195.9 million from the exercise of all Warrants assuming the exercise in full of all such warrants for cash at a price of $11.50 per share of Class A common stock. We will pay the expenses, other than
underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus.
Our registration of the
securities covered by this prospectus does not mean that either we or the Selling Holders will issue, offer or sell, as applicable, any of the securities. The Selling Holders may offer and sell the securities covered by this prospectus in a number
of different ways and at varying prices. We provide more information in the section entitled Plan of Distribution.
You
should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.
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 April 1, 2021, the closing price
of our Class A common stock was $8.08 per share and the closing price of our warrants was $1.84 per share.
We are an emerging
growth company and a smaller reporting company as defined under the U.S. federal securities laws. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company and a smaller reporting
company.
Investing in our securities involves risks. See Risk
Factors beginning on page 12 and in any applicable prospectus supplement.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 7, 2021.