NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
1—Description of Organization, Business Operations and Basis of Presentation
CF
Finance Acquisition Corp. II (the “Company”) was incorporated in Delaware on September 27, 2019. The Company was formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (the “Business Combination”).
Although
the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating
a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare,
real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such,
the Company is subject to all of the risks associated with early stage and emerging growth companies.
As
of December 31, 2020, the Company had not commenced operations. All activity through December 31, 2020 relates to the Company’s
formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public
Offering, relates to the Company’s efforts toward locating and completing a suitable Business Combination. The Company will
not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
will generate non-operating income in the form of net gains on investments, dividends and interest income on U.S. Treasury Securities,
investments in money market funds that invest in U.S. Treasury Securities, and cash from the proceeds derived from the Initial
Public Offering. The Company has selected March 31 as its fiscal year end.
The
Company’s sponsor is CF Finance Holdings II, LLC (the “Sponsor”). The registration statement for the Company’s
Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August
26, 2020. On August 31, 2020, the Company consummated the Initial Public Offering of 50,000,000 units (each, a “Unit”
and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) at a purchase
price of $10.00 per Unit, generating gross proceeds of $500,000,000, which is described in Note 3. Each Unit consists of one share
of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share
of Class A common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion
of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion
of the Business Combination, or earlier upon redemption or liquidation. The Company granted the underwriter a 45-day option to
purchase up to an additional 7,500,000 Units to cover over-allotments, if any. The over-allotment option expired unexercised on
October 10, 2020.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 1,100,000 Units (the “Private Placement
Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds
of $11,000,000, which is described in Note 4.
Transaction
costs amounted to approximately $10,600,000, consisting of $10,100,000 of underwriting fees and approximately $500,000 of other
costs. In addition, approximately $500,000 of cash from the Initial Public Offering was held outside of the Trust Account and
was available for working capital purposes.
Following
the closing of the Initial Public Offering on August 31, 2020, and the concurrent sale of Private Placement Units, an amount of
$500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the
Private Placement Units (see Note 4) was placed in a trust account (“Trust Account”) located in the United States
at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested
only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as
amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company
that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4)
of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the Trust Account, as described below.
Initial
Business Combination - The Company’s management has broad discretion with respect to the specific application of the
net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds
are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be
able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having
an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned
on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only
complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act.
The
Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all
or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company
will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its
discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in
the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem
the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 4). There will be no redemption rights upon
the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation
of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder
vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of
Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with
the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law,
or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in
conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each
public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business
Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as
defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement
Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition,
the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares
held by the initial stockholders in connection with the completion of a Business Combination.
Notwithstanding
the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from
redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public
Offering, without the prior consent of the Company.
The
Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an
amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s
obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its Public Shares if the
Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights
or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their
Public Shares in conjunction with any such amendment.
On
November 30, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among
PVMS Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub”),
and View, Inc., a Delaware corporation (“View”). Pursuant to the Merger Agreement, subject to the terms and
conditions set forth therein, upon the closing of the transactions contemplated thereby (the “Closing’), Merger
Sub will merge with and into View (the “Merger”), whereby the separate corporate existence of Merger Sub will
cease and View will be the surviving corporation of the Merger and become a wholly owned subsidiary of the Company. At the
Closing, the Company will amend its charter to, among other matters, change its name to “View, Inc.” For more
information about the business combination, see the Company’s Registration Statement on Form S-4 initially filed with
the Securities and Exchange Commission (the “SEC”) on December 23, 2020 and as amended from time to time and the
Form 8-K filed with the SEC on November 30, 2020.
In
connection with the execution of the Merger Agreement, on November 30, 2020, the Company entered into Subscription Agreements
with certain investors (the “PIPE Investors”), including the Sponsor, pursuant to which, contemporaneously with the
Closing, such PIPE Investors will purchase an aggregate of 30,000,000 shares of the Company’s Class A common stock (the
“PIPE Shares”) at $10.00 per share for an aggregate purchase price of $300,000,000 (the “PIPE Investments”),
with the Sponsor’s Subscription Agreement accounting for $50,000,000 of such aggregate PIPE Investments.
Failure
to Consummate a Business Combination – The Company has until August 31, 2022 to consummate a Business Combination (or
a later date approved by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation,
the “Combination Period”). If the Company is unable to complete a Business Combination by the Combination Period,
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to
complete a Business Combination within the Combination Period.
The
initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to
complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or
after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such
Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution,
it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets)
will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account,
the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who
executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims
under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust
Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other
entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.
Basis
of Presentation
The
unaudited condensed consolidated financial statements are presented in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all
adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation
of the financial position as of December 31, 2020 and the results of operations and cash flows for the periods presented. Certain
information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted
pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.
The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements
and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on August 28, 2020 and September
4, 2020, respectively.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such
an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This
may make comparison of the Company’s financial statements with another public company that is neither an emerging growth
company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Liquidity
and Capital Resources
As
of December 31, 2020, the Company had approximately $32,000 in its operating bank account, and working capital of approximately
$19,000.
The
Company’s liquidity needs through December 31, 2020 have been satisfied through a contribution of $25,000 from the Sponsor
in exchange for the issuance of the Founder Shares, the pre-IPO loan of approximately $185,000 from the Sponsor pursuant to a
promissory note dated August 10, 2020 (the “Pre-IPO Note”) (see Note 4), the proceeds from the consummation of the
Private Placement not held in the Trust Account, and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO
Note as of August 31, 2020. In addition, in order to finance transaction costs in connection with a Business Combination,
the Sponsor has committed up to $750,000 to be provided to the Company to fund the Company’s expenses relating to investigating
and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s
initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate
of the Sponsor, or certain of the Company’s officers and directors intend, but are not obligated to, provide the Company
Working Capital Loans (see Note 4). As of December 31, 2020, there were $160,000 outstanding under the Sponsor Loan.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor
or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier
of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these
funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence
on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business Combination.
Note
2—Summary of Significant Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,
which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased, and interests in
certain money market funds regulated pursuant to Rule 2a-7 under the Investment Company Act, to be cash equivalents. The Company
had approximately $500 million and $0 in cash equivalents held in the Trust Account as of December 31, 2020 and March 31, 2020,
respectively.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and cash equivalents held in the Trust Account.
At December 31, 2020 and March 31, 2020, the Company has not experienced losses on these accounts and management believes the
Company is not exposed to significant risks on such accounts.
Principles
of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, at
December 31, 2020. The Merger Sub had no assets or liabilities as of December 31,
2020. All significant inter-company transactions and balances have been eliminated in consolidation.
Fair
Value of Financial Instruments
As
of December 31, 2020 and March 31, 2020, the carrying values of cash, cash equivalents held in Trust Account, accrued expenses,
notes payable – related party, and franchise tax payable approximate their fair values due to the short-term nature of the
instruments.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that
were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A
Common Stock Subject to Possible Redemption
The
Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in
ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption
(if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A
common stock (including shares of Class A common stock that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’
equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the
Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 49,503,193
shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’
equity section of the Company’s balance sheet.
Income
Taxes
Income
taxes are accounted for under ASC Topic 740, Income Taxes, using the asset and liability method. Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not be
recognized, a valuation allowance would be established to offset their benefit.
ASC
Topic 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial
statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit
is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related
to unrecognized tax benefits as provision for income taxes on the statement of operations.
Net
Income Per Share
Net
income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during
the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement
to purchase an aggregate of 17,033,334, of the Company’s Class A common stock in the calculation of diluted income per share,
since their inclusion would be anti-dilutive under the treasury stock method.
The
Company’s unaudited condensed consolidated statements of operations include a presentation of income per share for Class
A common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic
and diluted for shares of Class A common stock are calculated by dividing the gain on investments (net), dividends and interest
earned on cash equivalents held in the Trust Account, net of applicable taxes available to be withdrawn from the
Trust Account by the weighted average number of shares of Class A common stock outstanding for the period, excluding 1,100,000
shares of Class A common stock held by the Sponsor and the Company’s officers and directors, which is not subject to redemption.
Net loss per share, basic and diluted for shares of Class B common stock is calculated by dividing the net income, less income
attributable to the shares of redeemable Class A common stock by the weighted average number of shares of Class B common stock
and 1,100,000 shares of Class A common stock held by the Sponsor and the Company’s officers and directors outstanding for
the period.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material
effect on the Company’s financial statements.
Note
3—Initial Public Offering
In
the Initial Public Offering, the Company sold 50,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one
share of Class A common stock, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public
Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
(see Note 6). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.
Note
4—Related Party Transactions
Founder
Shares
In September 2019, the Sponsor purchased
11,500,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class
B common stock”) for an aggregate price of $25,000. On June 25, 2020, the Company effectuated a 1.3125-for-1 stock
split. In August 2020, the Sponsor transferred 20,000 Founder Shares to Mr. Robert Hochberg, an independent director (none
of which were subject to forfeiture in the event that the underwriters’ over-allotment option was not exercised in full).
In addition, in August 2020, the Sponsor returned to the Company, at no cost, an aggregate of 718,750 Founder Shares, which were
cancelled, resulting in an aggregate of 14,375,000 Founder Shares outstanding and held by the Sponsor. All share and per-share amounts
have been retroactively restated to reflect the stock split and Founder Shares cancellation. On October 10, 2020, the 45-day over-allotment
option expired unexercised and, as a result, 1,875,000 shares of Class B common stock were forfeited for no consideration by the
Sponsor in order for it to maintain ownership of 20.0% of the issued and outstanding shares of common stock of the Company (excluding
the Private Placement Units). Such forfeited shares were cancelled by the Company. The Founder Shares will automatically convert
into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer
restrictions (see Note 6).
The
initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until
the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial
Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading
day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes
a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their shares of common stock for cash, securities or other property.
Private
Placement Units
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,100,000 Private Placement Units at a
price of $10.00 per Private Placement Unit ($11,000,000 in the aggregate). Each Private Placement Unit consists of one
share of Class A common stock (“Private Placement Shares”) and one-third of one warrant. Each whole warrant sold as
part of the Private Placement Units is exercisable for one share of Class A common stock at a price of $11.50 per share. The proceeds
from the Private Placement Units have been added to the proceeds from the Initial Public Offering held in the Trust Account. If
the Company does not complete a Business Combination within the Combination Period, the warrants included in the Private Placement
Units will expire worthless. The warrants included in the Private Placement Units will be non-redeemable and exercisable on a
cashless basis so long as they are held by the Sponsor or its permitted transferees. The warrants will expire five years after
the completion of the Business Combination or earlier upon redemption or liquidation.
The
Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or
sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. The Sponsor
and the Company’s officers and directors have further agreed to waive their redemption rights with respect to any Founder
Shares or Private Placement Shares held by them and any public shares they may acquire during or after this offering in connection
with the completion of our initial Business Combination or otherwise.
Underwriter
There
were two underwriters involved in the Initial Public Offering. One of them is an affiliate of the Sponsor (see Note 5).
Business
Combination Marketing Agreement
The
Company has engaged Cantor Fitzgerald & Co., an affiliate of the Sponsor, as an advisor in connection with the Business Combination
to assist the Company in holding meetings with its stockholders to discuss the Business Combination and the target business’
attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist
the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and
public filings in connection with the Business Combination. The Company will pay Cantor Fitzgerald & Co. a cash fee (the “Marketing
Fee”) for such services upon the consummation of the Business Combination in an amount equal to $17,500,000 in the aggregate,
which is equal to 3.5% of the gross proceeds of the Initial Public Offering.
Related
Party Loans
In
order to finance transaction costs in connection with an intended Business Combination, the Sponsor has committed up to
$750,000 in the sponsor loan (“Sponsor Loan”) to be provided to the Company to fund the Company’s expenses
relating to investigating and selecting a target business and other working capital requirements after the Initial Public
Offering and prior to the Business Combination. As of December 31, 2020, the Company had $160,000 outstanding under the
Sponsor Loan. As of March 31, 2020, the Company had no outstanding amounts under the Sponsor Loan.
Prior
to the Initial Public Offering, the Sponsor agreed to make available to the Company, under the Pre-IPO Note, up to $300,000 to
be used for a portion of the expenses of the Initial Public Offering. As of December 31, 2020 and March 31, 2020, the Company
had no outstanding amounts under the Pre-IPO Note.
If
the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the
Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may
be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the
Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would
be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company
may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust
Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to such loans.
The
Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor. The unpaid balance is included in
Payables to related parties on the accompanying condensed consolidated balance sheets. As of December 31, 2020, the Company
had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately
$150,000.
Note
5—Commitments and Contingencies
Registration
and Stockholder Rights
Pursuant
to a registration rights agreement entered into on August 26, 2020, the holders of Founder Shares and Private Placement Units
(and component securities) will be entitled to registration rights (in the case of the Founder Shares, only after conversion of
such shares to shares of Class A common stock). These holders will be entitled to certain demand and “piggyback” registration
rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted Cantor Fitzgerald & Co., as representative of the underwriters of the Initial Public Offering, a 45-day option
to purchase up to 7,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting
discounts and commissions. On October 10, 2020, the 45-day over-allotment option expired unexercised.
The
underwriters of the Initial Public Offering were paid a cash underwriting discount of $10,000,000.
The
Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise
the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000
upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent
underwriter. The independent underwriter received no other compensation.
Risks
and Uncertainties
Management
is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target
company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Business
Combination Marketing Agreement
The
Company has engaged Cantor Fitzgerald & Co. as an advisor in connection with the Business Combination. (see Note 4).
Note
6—Stockholders’ Equity
Class
A Common Stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2020, there were 1,596,807
shares of Class A common stock issued and outstanding, excluding 49,503,193 shares subject to possible redemption. Class A common
stock includes 1,100,000 shares included in the Private Placement Units. The shares of Class A common stock included in the Private
Placement Units do not contain the same redemption feature contained in the shares sold in the Initial Public Offering.
Class
B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of Class B common stock are entitled to one vote for each share. As of December 31, 2020, there were 12,500,000
shares of Class B common stock issued and outstanding. Prior to the consummation of the Business Combination, only holders of
Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be
entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock will
vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.
The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination
on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the
Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will
be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment
with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion
of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number
of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common
stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or
equity-linked securities issued, or to be issued, to any seller in the Business Combination).
On
June 25, 2020, the Sponsor effectuated a recapitalization of the Company, which included a 1.3125-for-1 stock split.
In addition, in August 2020, the Sponsor returned to the Company, at no cost, an aggregate of 718,750 Founder Shares, which were
cancelled. On October 10, 2020, the 45-day over-allotment option expired unexercised and, as a result, 1,875,000 shares of Class
B Common Stock were forfeited by the Sponsor. Such forfeited shares were cancelled by the Company, resulting in an aggregate of
12,500,000 Founder Shares outstanding and held by the Sponsor and the other initial stockholders.
Preferred
stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per
share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s
board of directors. As of December 31, 2020, there were no shares of preferred stock issued or outstanding.
Warrants
- Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise
of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of
a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company
has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of
the Public Warrants and a current prospectus relating to them is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will
use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions
of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock
issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business
Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the
Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or
another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants
will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The
warrants included in the Private Placement Units are identical to the Public Warrants underlying the Units being sold in the Initial
Public Offering, except that the warrants included in the Private Placement Units and the Class A common stock issuable upon the
exercise of the warrants included in the Private Placement Units are not transferable, assignable or salable until 30 days after
the completion of a Business Combination, subject to certain limited exceptions.
Additionally,
the warrants included in the Private Placement Units will be exercisable on a cashless basis and be non-redeemable so long as
they are held by the initial purchasers or their permitted transferees. If the warrants included in the Private Placement Units
are held by someone other than the initial purchasers or their permitted transferees, the warrants included in the Private Placement
Units will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The
Company may redeem the Public Warrants (except with respect to the warrants included in the Private Placement Units):
|
●
|
in whole and not in part;
|
|
●
|
at a price of $0.01 per warrant;
|
|
●
|
at any time during the exercise period;
|
|
●
|
upon a minimum of 30 days’ prior written
notice of redemption;
|
|
●
|
if, and only if, the last reported sale price
of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period
ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders;
and
|
|
●
|
if, and only if, there is a current registration
statement in effect with respect to the shares of common stock underlying such warrants.
|
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement.
The
exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain
circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However,
the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no
event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive
any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with the respect to such warrants. Accordingly, the warrants will expire worthless.
Note
7—Fair Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value.
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
●
|
Level 1, defined
as observable inputs such as quoted prices for identical instruments in active markets;
|
|
●
|
Level 2, defined
as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and
|
|
●
|
Level 3, defined
as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers
are unobservable.
|
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level
input that is significant to the fair value measurement.
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis as
of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine
such fair value.
December
31, 2020
Description
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
|
Significant Other
Observable
Inputs (Level 2)
|
|
|
Significant
Other
Unobservable
Inputs (Level 3)
|
|
|
Total
|
|
Assets held in Trust Account:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities
|
|
$
|
500,012,467
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
500,012,467
|
|
Total
|
|
$
|
500,012,467
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
500,012,467
|
|
Transfers
to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three
and nine months ended December 31, 2020.
Level
1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade
data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of
its investments.
Note
8—Subsequent Events
On
January 11, 2021, the Company entered into a Subscription Agreement (the “Additional Subscription Agreement”) with
GIC Private Ltd., Singapore’s sovereign wealth fund (the “Subscriber”), pursuant to which the Subscriber agreed
to purchase, and the Company agreed to sell to the Subscriber a number of shares (the “Additional PIPE Shares”) equal
to the lesser of (i) 17,777,778 shares of the Company’s Class A common stock, and (ii) a number of shares of the Company’s
Class A common stock such that the Subscriber would own (together with any other shares of Class A common stock that it or its
affiliates owned on the date of the Additional Subscription Agreement) 9.85% of the Company’s issued and outstanding shares
of Class A common stock after completion of the Merger and the issuance and sale of the PIPE Shares and the Additional PIPE Shares
(as further described in the Additional Subscription Agreement). The purchase price for the Additional PIPE Shares will be $11.25
per share, for a maximum aggregate purchase price of $200.0 million.
On
January 26, 2021, the Company established January 27, 2021 as the record date for the special meeting of stockholders that was held
with respect to the previously announced business combination with View (see Note 1).
The
Company evaluates subsequent events and transactions that occur after the unaudited condensed consolidated financial
statements date through the date that the unaudited condensed consolidated financial statements are issued. Based upon this
statements’ review, other than what is already disclosed, the Company did not identify any subsequent events that would
have required adjustment or disclosure in the unaudited condensed consolidated financial statements.