Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on
On
The closing of the sale of Additional PIPE Shares pursuant to the Additional Subscription Agreement is contingent upon, among other customary closing conditions, the substantially concurrent closing of the Merger (the "Closing"). The purpose of the issuance and sale of the Additional PIPE Shares is to raise additional capital for use by View following the Closing.
Pursuant to the Additional Subscription Agreement, CF II agreed that, within 30
calendar days after the Closing, CF II will file with the
The Additional Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Additional Subscription Agreement.
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of Class A Common Stock to be issued in connection with the Additional Subscription Agreement are not to be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure
On
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The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CF II under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Important Information and Where to Find It
This Current Report on Form 8-K relates to the proposed Transactions between CF
II and View. This Current Report on Form 8-K 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. In connection
with the Transactions, CF has filed a preliminary registration statement on Form
S-4 that includes a preliminary proxy statement/prospectus. Following
effectiveness of the registration statement, the definitive proxy
statement/prospectus will be sent to all CF II stockholders. CF II also will
file other documents regarding the proposed Transactions with the
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in the Solicitation
CF II and View and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from CF II's
stockholders in connection with the proposed Transactions. Information about CF
II's directors and executive officers and their ownership of CF II's securities
is set forth in CF II's filings with the
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CF II or View, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K 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 Current Report on Form 8-K. 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 CF II and View. Many factors could cause actual future events to differ
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from the forward-looking statements in this Current Report on Form 8-K,
including but not limited to: (i) the risk that the Transactions may not be
completed in a timely manner or at all, which may adversely affect the price of
CF II's securities, (ii) the risk that the Transactions may not be completed by
CF II's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by CF II, (iii) the
failure to satisfy the conditions to the consummation of the Transactions,
including the approval by the stockholders of CF II, the satisfaction of the
minimum trust account amount following any redemptions by CF II's public
stockholders and the receipt of certain governmental and regulatory approvals,
(iv) the inability to complete the PIPE Investments, (v) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement, (vi) the effect of the announcement or pendency of the
Transactions on View's business relationships, operating results, and business
generally, (vii) risks that the Transactions disrupt current plans and
operations of View and potential difficulties in View employee retention as a
result of the Transactions, (viii) the outcome of any legal proceedings that may
be instituted against View or against CF II related to the Merger Agreement or
the Transactions, (ix) the ability to maintain the listing of CF II stock on the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Subscription Agreement, datedJanuary 11, 2021 , between CF II and Subscriber. 99.1 Joint Press Release, datedJanuary 11, 2021 . 4
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