View SPAC Presentation Deck
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Disclaimer
General
This presentation does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. The information contained in this presentation (this "Presentation") has been prepared to assist interested
parties in making their own evaluation with respect to the proposed transaction (the "Transaction") between CF Finance Acquisition Corp. II ("CFII") and View, Inc. ("View"), and for no other purpose. This Presentation is subject to updating, completion,
revision, verification and further amendment. None of CFII, View, or their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the
securities discussed in this Presentation and it is an offense to claim otherwise. The information contained herein does not purport to be all-inclusive. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice.
Confidentiality
The purpose of this Presentation is to provide information to assist in obtaining a general understanding of CFII, View and the Transaction. This information is being distributed to you on a confidential basis. By receiving this information, you and your affiliates
agree to maintain the confidentiality of the information contained herein and that no portion of this Presentation may either be reproduced in whole or in part and that neither this Presentation nor any of its contents may be given or disclosed to any third
party without the express written permission of CFII and View and that the information contained herein is subject to the terms of any confidentiality agreement entered into with CFII and View. Any reproduction or distribution of this Presentation, in whole or
in part, or the disclosure of its contents, without the prior written consent of CFII and View is prohibited. By accepting this Presentation, each recipient agrees: (i) to maintain the confidentiality of all information that is contained in this Presentation and not
already in the public domain, and (ii) to use this Presentation for the sole purpose of evaluating the Transaction.
Forward-Looking Information
This Presentation contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Transaction, including statements regarding the anticipated benefits of the Transaction, the anticipated timing of the
Transaction, future financial condition and performance of View and expected financial impacts of the Transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Transaction, the PIPE
transaction, the level of redemptions of CFII's public stockholders and the products and markets and expected future performance and market opportunities of View. These forward-looking statements generally are identified by the words "believe," "project,"
"expect," "anticipate," "estimate," "intend," "strategy," "future," "scales," "representative of," "valuation," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. 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. Many factors could cause actual future events to differ materially from the
forward-looking statements in this Presentation, including but not limited to: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of CFII's securities, (ii) the risk that the Transaction may not
be completed by CFII's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CFII, (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the
approval of the merger agreement by the stockholders of CFII, the satisfaction of the minimum trust account amount following any redemptions by CFII's public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the Transaction, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement,
(vii) the effect of the announcement or pendency of the Transaction on View's business relationships, operating results, and business generally, (viii) risks that the Transaction disrupts current plans and operations of View, (ix) the outcome of any legal
proceedings that may be instituted against View or against CFII related to the merger agreement or the Transaction, (x) the ability to maintain the listing of CFII's securities on a national securities exchange, (xi) changes in the competitive and regulated
industries in which View operates, variations in operating performance across competitors, changes in laws and regulations affecting View's business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and
other expectations after the completion of the Transaction, and identify and realize additional opportunities, (xiii) the potential inability of View to increase its manufacturing capacity or to achieve efficiencies regarding its manufacturing process or other costs,
(xiv) the enforceability of View's intellectual property, including its patents and the potential infringement on the intellectual property rights of others, (xv) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which
View operates, and (xvi) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions. The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the registration statement on Form S-4 discussed above and other documents filed by
CFII from time to time with the SEC. 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 View and CFII assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither View nor CFII gives any assurance that either View or CFII, or the combined company, will achieve its expectations.
Financial Information
The financial and operating forecasts and projections contained herein represent certain estimates of View as of the date thereof. View's independent public accountants have not examined, reviewed or compiled the forecasts or projections and, accordingly,
does not express an opinion or other form of assurance with respect thereto. Furthermore none of View or its management team can give any assurance that the forecasts or projections contained herein accurately represents View's future operations or
financial condition. Such information is subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information.
Accordingly, there can be no assurance that the prospective results are indicative of the future performance View or that actual results will not differ materially from those presented in these materials. Some of the assumptions upon which the projections are
based inevitably will not materialize and unanticipated events may occur that could affect results. Therefore, actual results achieved during the periods covered by the projections may vary and may vary materially from the projected results. Inclusion of the
prospective financial information in these materials should not be regarded as a representation by any person that the results contained in the prospective financial information are indicative of future results or will be achieved.
Use of Non-GAAP Financial Matters
This Presentation includes certain forward-looking non-GAAP financial measures with respect to View's expected future performance. These non-GAAP measures are an addition, and not a substitute for or superior to measures of financial performance
prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure
of our liquidity. Not all of the information necessary for a quantitative reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time. View believes that
these forward-looking non-GAAP measures of financial results provide useful supplemental information about View. View's management uses these forward-looking non-GAAP measures to evaluate View's projected financial and operating performance.
However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial
performance, and therefore View's non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Industry And Market Data
This Presentation has been prepared by View and includes market data and other statistical information from third-party sources. Although CFII and View believes these third-party sources are reliable as of their respective dates, none of CFII, View, or any of
their respective affiliates has independently verified the accuracy or completeness of this information. Some data are also based on View's good faith estimates, which are derived from both internal sources and the third-party sources described above. None
of CFII, View, their respective affiliates, nor their respective directors, officers, employees, members, partners, stockholders or agents make any representation or warranty with respect to the accuracy of such information.
Additional Information and Where to Find It
This Presentation relates to the Transaction. This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. CFII intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy
statement of CFII, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all CFII stockholders. CFII also will file other documents regarding the Transaction with the SEC. Before making any voting decision, investors and
security holders of CFII are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Transaction as they become available because they will
contain important information about the Transaction. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by
CFII through the website maintained by the SEC at www.sec.gov. The documents filed by CFII with the SEC also may be obtained free of charge upon written request to CF Finance Acquisition Corp. II, 110 East 59th Street, New York, NY 10022..
Participants in Solicitation
CFII, View and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CFII's stockholders in connection with the Transaction. A list of the names of such directors and executive officers and
information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
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