What changed in this filing

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Item 1. Financial Statements

2021-08-10 compared with 2021-05-14 · 786 added, 1034 removed, 179 unchanged (91% of the section changed)

7 unchanged sentences

Cash equivalents held in Trust Account

$ 230,767,699

$ 230,804,152

Current Liabilities and Stockholders’

Liabilities and Stockholders’ Equity:

Current Liabilities:

8 unchanged sentences

Commitments and Contingencies (Note 5)

Class A common stock, 21,359,584 and 21,325,774 shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively

Stockholders’

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020

Class A common stock, 20,958,853 and 21,325,774 shares subject to possible redemption at $ 10.10 and $ 10.00 per share as of June 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity:

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of both June 30, 2021 and December 31, 2020

Class A common stock, $ 0.0001 par value;

200,000,000 shares authorized;

2,140,416 and 2,174,226 issued and outstanding (excluding 21,359,584 and 21,325,774 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively

2,541,147 and 2,174,226 issued and outstanding (excluding 20,958,853 and 21,325,774 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively

Class B common stock, $ 0.0001 par value;

30,000,000 shares authorized;

5,750,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020

5,750,000 shares issued and outstanding as of both June 30, 2021 and December 31, 2020

Additional paid-in capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

$ 230,767,699

$ 230,804,152

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

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

The accompanying

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

CF FINANCE ACQUISITION

1 unchanged sentence

STATEMENTS OF OPERATIONS

For the Three Months Ended

Three Months Ended

Six Months Ended

General and administrative costs

2 unchanged sentences

Loss from operations

( 1,034,908 )

Interest income on investments held in Trust Account

Change in fair value of warrant liability

Weighted average number of common shares outstanding:

Changes in fair value of warrant liability

( 1,566,668 )

$ ( 1,911,426 )

$ ( 1,573,322 )

Weighted average number of shares of common stock outstanding:

Class A - Public shares

2 unchanged sentences

5,000,000 (1)

Basic and diluted net income (loss) per share:

4 unchanged sentences

This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 2.5-for-1 stock split and subsequent return to the Company, which resulted in cancellation of 8,625,000 Founder Shares (see Note 6).

The accompanying

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

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

CF FINANCE ACQUISITION

CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Three Months

Ended March 31, 2021 and 2020

Stockholders’

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six

Months Ended June 30, 2021 and 2020

Stockholders’

Balance - December 31,

$ ( 2,885,248 )

Balance –

March 31, 2020

5,750,000 (1)

Stockholders’

Balance - December 31, 2020

Shares subject to possible redemption

Balance – March 31, 2021

( 2,547,144 )

Shares subject to possible redemption

Balance –

( 1,911,426 )

June 30, 2021

$ ( 4,458,570 )

Stockholders’

- December 31, 2019

5,750,000 (1)

March 31, 2020

June 30, 2020

5,750,000 (1)

(1) This number has been retroactively restated to reflect the recapitalization of the Company in the form of a 2.5-for-1 stock split and subsequent return to the Company, which resulted in cancellation of 8,625,000 Founder Shares (see Note 6).

The accompanying

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

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

CF FINANCE ACQUISITION

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the Three Months

For the Six Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

$ ( 1,573,322 )

Adjustments to reconcile net loss to net cash used in operating activities:

General and administrative expenses paid by related party

2 unchanged sentences

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accrued expenses

Franchise tax payable

Payables to related party

Income tax payable

Payable to related party

Franchise tax payable

Net cash used in operating activities

1 unchanged sentence

Proceeds from Trust Account to pay tax

Net cash provided by investing activities

Cash deposited to Trust Account

( 2,300,000 )

Net cash used by investing activities

( 2,293,509 )

Cash flows from financing activities:

Proceeds from related party –

Proceeds from related party – Sponsor loan

Payment of related party payable

5 unchanged sentences

Prepaid expenses paid with payables to related party

Changes in Class A common

stock subject to possible redemption

The accompanying

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

Changes in Class A common stock subject to possible redemption

$ ( 1,573,325 )

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

CF FINANCE ACQUISITION

1 unchanged sentence

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description

of Organization, Business Operations and Basis of Presentation

CF Finance Acquisition

III (the “Company”) was incorporated in Delaware on March 15, 2016.

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”).

The Company’s wholly-owned subsidiary Meliora Merger Sub,

CF Finance Acquisition Corp.

III (the “Company”) was incorporated in Delaware on March 15, 2016.

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”).

The Company’s wholly-owned subsidiary Meliora Merger Sub, Inc.

was formed on February

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 March 31, 2021, the Company had not

commenced operations.

All activity through March 31, 2021 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 has generated non-operating income in the

form of interest income on investments in money market funds that invest in U.S.

Treasury Securities and cash equivalents from

the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of warrant liability as other income

The Company’s sponsor is CF Finance

Holdings III, LLC (the “Sponsor”).

The registration statement for the Initial Public Offering was declared effective

Securities and Exchange Commission (“SEC”) on November 12, 2020.

On November 17, 2020, the Company consummated

the Initial Public Offering of 23,000,000 units (each, a “Unit”

and with respect to the shares of Class A common stock

included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the exercise of the underwriters’

overallotment option in full, at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000, which is described

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.

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the sale of 500,000 units (the “Private Placement Units”) at a price

of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $5,000,000, which is described

The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used

to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 5).

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 June 30, 2021, the Company had not commenced

All activity through June 30, 2021 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 has generated non-operating income in the form of interest income on investments

in money market funds that invest in U.S.

Treasury Securities and cash equivalents from the proceeds derived from the Initial Public Offering,

and recognized changes in the fair value of warrant liability as other income (expense).

The Company’s sponsor is CF Finance Holdings

III, LLC (the “Sponsor”).

The registration statement for the Initial Public Offering was declared effective by the U.S.

and Exchange Commission (“SEC”) on November 12, 2020.

On November 17, 2020, the Company consummated the Initial Public Offering

of 23,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the

“Public Shares”), including 3,000,000 Units sold upon the exercise of the underwriters’ overallotment option in full,

at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is described in Note 4.

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.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 500,000 units (the “Private Placement Units”) at a price of $ 10.00 per

Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $ 5,000,000 , which is described in Note 5.

proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption

of the Public Shares subject to the requirements of applicable law (see Note 5).

Offering costs amounted to approximately $ 4,600,000 ,

consisting of $ 4,100,000 of underwriting fees and approximately $ 500,000 of other costs.

Following the closing of the Initial Public

Offering and sale of the Private Placement Units on November 17, 2020, an amount of $230,000,000 ($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 5) was placed

in a trust account (“Trust Account”) located in the United States at UMB 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 185 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

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 5).

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 (as may be amended, 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 Business Combination 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

Following the closing of the Initial Public Offering

and sale of the Private Placement Units on November 17, 2020, an amount of $ 230,000,000 ($ 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 5) was placed in a trust account

(“Trust Account”) located in the United States at UMB 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 185 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.

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

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 5).

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 (as may be amended, 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 Business Combination 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 5), 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 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 February 17, 2021, the Company entered

into an Agreement and Plan of Merger (the “Original Merger Agreement”) by and among the Company, Meliora Merger Sub,

Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and AEye, Inc., a Delaware

corporation (“AEye”), a provider of high-performance, active LiDAR systems for vehicle autonomy, advanced driver assistance

systems and robotic vehicle applications.

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 AEye

(the “Merger”

and together with the other transactions contemplated by the Merger Agreement, the “Transactions”),

whereby the separate corporate existence of Merger Sub will cease and AEye 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 “AEye Holdings, Inc.”

On April 30, 2021, the Company entered into Amendment No.

1 to the Merger Agreement

with Merger Sub and AEye (the “Merger Agreement Amendment”

and, together with the Original Merger Agreement, the “Merger

Agreement”).

The board of directors of each of AEye and the Company have unanimously approved the Transactions.

of the Transactions will require the approval of the stockholders of AEye and the Company, and is subject to other customary closing

conditions, including the receipt of certain regulatory approvals.

For more information about the business combination with AEye,

see the Company’s Registration Statement on Form S-4 initially filed with the SEC on May 13, 2021 and as amended from time

to time and the Current Reports on Form 8-K filed with the SEC on February 17, 2021 and May 3, 2021.

Contemporaneously with the execution of

the Original Merger Agreement, the Company entered into separate Subscription Agreements (the “Subscription Agreements”)

with a number of subscribers (each a “Subscriber”), including the Sponsor, pursuant to which the Subscribers agreed

to purchase, and the Company agreed to sell to the Subscribers, at the Closing, an aggregate of 22.5 million shares of Class A

common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $225 million (the “PIPE Investments”),

with the Sponsor’s Subscription Agreement accounting for $9.5 million of such aggregate PIPE Investments (of which the Sponsor

has assigned $4.5 million of its subscription to an unrelated third-party).

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 5), 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

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 February 17, 2021, the Company entered into

an Agreement and Plan of Merger (the “Original Merger Agreement”) by and among the Company, Meliora Merger Sub, Inc., a Delaware

corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and AEye, Inc., a Delaware corporation (“AEye”),

a provider of high-performance, active LiDAR systems for vehicle autonomy, advanced driver assistance systems and robotic vehicle applications.

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 AEye (the “Merger” and together with the other transactions

contemplated by the Merger Agreement, the “Transactions”), whereby the separate corporate existence of Merger Sub will cease

and AEye 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 “AEye, Inc.” On April 30, 2021, the Company entered into

Amendment No.

1 to the Merger Agreement with Merger Sub and AEye (the “Merger Agreement Amendment” and, together with the

Original Merger Agreement, the “Merger Agreement”).

The board of directors of each of AEye and the Company have unanimously

approved the Transactions.

The closing of the Transactions will require the approval of the stockholders of AEye and the Company, and

is subject to other customary closing conditions, including the receipt of certain regulatory approvals.

For more information about the

business combination with AEye, see the Company’s Registration Statement on Form S-4 initially filed with the SEC on May 13, 2021

and as amended on June 28, 2021 and July 8, 2021 (the “Form S-4”), the definitive proxy statement filed with the SEC on July

21, 2021 (the “Proxy Statement”) and the Current Reports on Form 8-K filed with the SEC on February 17, 2021 and May 3, 2021.

Contemporaneously with the execution of the Original

Merger Agreement, the Company entered into separate Subscription Agreements (the “Subscription Agreements”) with a number

of subscribers (each a “Subscriber”), including the Sponsor, pursuant to which the Subscribers agreed to purchase, and the

Company agreed to sell to the Subscribers, at the Closing, an aggregate of 22.5 million shares of Class A common stock, for a purchase

price of $ 10.00 per share and an aggregate purchase price of $ 225.0 million (the “PIPE Investments”), with the Sponsor’s

Subscription Agreement accounting for $ 9.5 million of such aggregate PIPE Investments (of which the Sponsor has assigned $ 4.5 million

of its subscription to an unrelated third-party).

The PIPE Investments are contingent upon the closing of the Business Combination with

AEye and, therefore, do not affect the shares subject to possible redemption as of June 30, 2021.

Failure to Consummate a Business Combination

- The Company has until September 17, 2021 or prior to the expiration of the applicable four-month extension period,

as described below, to consummate a Business Combination (as may be extended pursuant to the Amended and Restated Certificate of

Incorporation or as approved by the Company’s stockholders, the “Combination Period”).

If the Company is unable

to complete a Business Combination by the end of 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.

On April 30, 2021, the Sponsor funded the

amount needed to extend the Company’s time to consummate its initial Business Combination from May 17, 2021 to September

17, 2021 and agreed to fund the amount needed to further extend the Company’s time

to consummate its initial Business Combination to January 17, 2022, if necessary .

In connection therewith, the Company issued

the Sponsor a promissory note in the amount of $2,300,000.

If the Company anticipates that it may

not be able to consummate a Business Combination by September 17, 2021, and subject to the Sponsor depositing additional funds

into the Trust Account as set out below, the time to consummate a Business Combination shall be extended for an additional four

months up to three additional times, for a total of up to 22 months to complete a Business Combination.

The stockholders will not

be entitled to vote or redeem their shares in connection with any such extension.

Pursuant to the terms of the Amended and Restated

Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer &

Trust Company, in order for the time available for the Company to consummate a Business Combination to be extended, the Sponsor

or its affiliates or permitted designees, upon five business days advance notice prior to the applicable deadline, must deposit

into the Trust Account $2,300,000 ($0.10 per Public Share) on or prior to the date of the applicable deadline, for each of the

available four month extensions providing a total possible Combination Period of 22 months at a total payment value of $9,200,000

($0.10 per Public Share), including the $2,300,000 deposited by the Sponsor on April 30, 2021.

Any such payments would be made

by the Sponsor pursuant to a non-interest bearing loan issued by the Company which would be due and payable on the consummation

of the Business Combination out of the proceeds of the Trust Account released to the Company.

If the Company does not complete

a Business Combination, it may repay such loans solely from assets not held in the Trust Account, if any.

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 Company has until September 17, 2021 or prior to the expiration of the applicable four-month extension period, as described

below, to consummate a Business Combination (as may be extended pursuant to the Amended and Restated Certificate of Incorporation or as

approved by the Company’s stockholders, the “Combination Period”).

If the Company is unable to complete a Business Combination

by the end of 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.

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.

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,

except for the Company’s independent registered public accounting firm.

Liquidity and

Capital Resources

As of March 31, 2021 and December 31, 2020,

the Company had $31,491 and $1,250, respectively, of cash in its operating account and working capital deficit of $614,366 and

On April 30, 2021, the Sponsor funded the amount

needed to extend the Company’s time to consummate its initial Business Combination from May 17, 2021 to September 17, 2021 and

agreed to fund the amount needed to further extend the Company’s time to consummate its initial Business Combination to January

17, 2022, if necessary .

In connection therewith, the Company issued the Sponsor a promissory note in the amount of $ 2,300,000 and

an additional amount of $ 0.10 per Public Share was deposited in the Trust Account.

If the Company anticipates that it may not be

able to consummate a Business Combination by September 17, 2021, and subject to the Sponsor depositing additional funds into the Trust

Account as set out below, the time to consummate a Business Combination shall be extended for an additional four months up to three additional

times, for a total of up to 22 months to complete a Business Combination.

The stockholders will not be entitled to vote or redeem their

shares in connection with any such extension.

Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust

agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for

the Company to consummate a Business Combination to be extended, the Sponsor or its affiliates or permitted designees, upon five business

days advance notice prior to the applicable deadline, must deposit into the Trust Account $2,300,000 ($0.10 per Public Share) on or prior

to the date of the applicable deadline, for each of the available four month extensions providing a total possible Combination Period

of 22 months at a total payment value of $9,200,000 ($0.10 per Public Share), including the $2,300,000 deposited by the Sponsor on April

Any such payments would be made by the Sponsor pursuant to a non-interest bearing loan issued by the Company which would be

due and payable on the consummation of the Business Combination out of the proceeds of the Trust Account released to the Company.

Company does not complete a Business Combination, it may repay such loans solely from assets not held in the Trust Account, if any.

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

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.

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, except for the Company’s independent registered public accounting firm.

Liquidity and Capital

As of June 30, 2021 and December 31, 2020, the

Company had $ 128,719 and $ 1,250 , respectively, of cash in its operating account and working capital deficit of $ 3,155,564 and $ 45,897 ,

respectively.

As of March 31, 2021, the Company did not have any interest income in the Trust Account available to pay

taxes, as during the three months ended March 31, 2021, $6,491 of the interest income from the Trust Account was used to pay

As of December 31, 2020, the Company had approximately $800 of interest income in the Trust Account available to pay taxes

(less up to $100,000 of such net interest to pay dissolution expenses).

The Company’s liquidity needs through

March 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder

Shares, a loan of approximately $140,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note

5), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below).

The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction

costs in connection with a Business Combination, the Sponsor has committed up to $1,750,000 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”).

the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors

may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5).

As of March 31, 2021 and December

31, 2020, there was approximately $733,000 and $428,000, outstanding under the Sponsor Loan, respectively.

As of June 30, 2021, the Company did not have any interest income from the Trust Account, as during the three months and

six months ended June 30, 2021, $ 5,815 and $ 11,487 of the interest income earned on funds held in the Trust Account, respectively, was

used to pay taxes.

The Company’s liquidity needs through June

30, 2021 have been satisfied through a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a

loan of approximately $ 140,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 5), the proceeds

from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below).

The Company fully

repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection

with a Business Combination, the Sponsor has committed up to $ 1,750,000 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 may, but are not obligated to, provide the Company

Working Capital Loans (as defined in Note 5).

On April 30, 2021, the Sponsor funded the amount needed to extend the Company’s time

to consummate its initial Business Combination from May 17, 2021 to September 17, 2021 and agreed

to fund the amount needed to further extend the Company’s time to consummate its initial Business Combination to January 17, 2022,

if necessary .

In connection therewith, the Company issued the Sponsor a promissory note in the amount of $ 2,300,000 and an additional

amount of $ 0.10 per Public Share was deposited in the Trust Account.

As of June 30, 2021 and December 31, 2020, there

was approximately $ 3,461,000 and $ 428,000 , respectively, outstanding under the loans payable by the Company to the Sponsor, including

approximately $ 1,161,000 and $ 428,000 , respectively, outstanding under the Sponsor Loan and an additional $ 2,300,000 and $ 0 , respectively,

outstanding under the loan payable to the Sponsor as a result of the extension of the Combination Period from May 17, 2021 to September

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 March 31, 2021 and the results of operations and cash flows for the periods presented.

Certain information and disclosures

normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S.

GAAP have been omitted

pursuant to such rules and regulations.

The unaudited condensed

consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America

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 June

30, 2021 and the results of operations and cash flows for the periods presented.

Certain information and disclosures normally included

in unaudited condensed consolidated 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 10-K/A filed by the Company with the SEC on May 3, 2021.

In connection with the Company’s

going concern considerations in accordance with ASU 2014-15, “

Disclosures of Uncertainties about an Entity’s Ability

to Continue as a Going Concern ”

the Company’s original mandatory liquidation date of May 17, 2021 was extended

to September 17, 2021.

In connection with the extension, the Sponsor funded the amount needed to extend the Company’s time

to consummate its initial Business Combination.

The accompanying unaudited condensed consolidated

financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A

filed by the Company with the SEC on May 3, 2021.

In connection with the Company’s going concern

considerations in accordance with guidance in Accounting Standards Update (“ASU”) No.

2014-15, Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern , the Company’s original mandatory liquidation date of May 17,

2021 was extended to September 17, 2021.

In connection with the extension, the Sponsor funded the amount needed to extend the Company’s

time to consummate its initial Business Combination.

In addition, the Sponsor agreed to fund the

amount needed to further extend the Company’s time to consummate its initial Business Combination to January 17, 2022, if

It is the current intention, but not obligation, of the Sponsor to exercise, three four month extensions, should a Business

Combination not occur.

The Sponsor has already exercised one out of the three extensions available.

The Company entered

into the Merger Agreement.

amount needed to further extend the Company’s time to consummate its initial Business Combination to January 17, 2022, if necessary.

It is the current intention, but not obligation, of the Sponsor to exercise, at least three four-month extensions, should a Business Combination

not occur within the applicable allotted time period for such a Business Combination.

The Sponsor has already exercised one of the four

extensions available.

The consummation of the Business Combination pursuant to the Merger Agreement is subject to, among other

closing conditions, the approval of the stockholders of the Company, and other terms and conditions as described in the Current

Reports on Form 8-K filed with the SEC on February 17, 2021 and April 30, 2021 and the Company’s Registration Statement on

Form S-4 initially filed with the SEC on May 13, 2021 and as amended from time to time.

The Company’s mandatory liquidation

date raises substantial doubt about the entity’s ability to continue as a going concern.

These unaudited condensed financial

statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities

closing conditions, the approval of the stockholders of the Company, and other terms and conditions as described in the Current Reports

on Form 8-K filed with the SEC on February 17, 2021 and April 30, 2021, the Form S-4 and the Proxy Statement.

These unaudited condensed

financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities

should the Company be unable to continue as a going concern.

As discussed in Note 1, in the event of a mandatory liquidation, within

ten business days, the Company will 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.

Emerging Growth

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

As discussed in Note 1, in the event of a mandatory liquidation, within ten

business days, the Company will 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.

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

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.

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 unaudited condensed consolidated 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.

Note 2—Summary

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.

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 unaudited condensed consolidated 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.

Note 2—Summary

of Significant Accounting Policies

Use of Estimates

The preparation of financial statements

in conformity with U.S.

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 and

the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant

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.

One of the more significant accounting estimates included in these financial

statements is the determination of the fair value of the warrant liability.

Such estimates may be subject to change as more current

information becomes available and, therefore, the actual results could differ significantly from those estimates.

Cash and Cash

The preparation of financial statements in conformity

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 and the reported amounts of revenues

and expenses during the reporting period.

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.

of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant

Such estimates may be subject to change as more current information becomes available and, therefore, 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 to be cash equivalents.

The Company had no cash equivalents in

its operating account as of March 31, 2021 and December 31, 2020.

The balance of the Company’s investments held in the Trust

Account as of March 31, 2021 and December 31, 2020 was comprised of cash equivalents.

Concentration

of Credit Risk

The Company had no cash equivalents in its operating

account as of June 30, 2021 and December 31, 2020.

The balance of the Company’s investments held in the Trust Account as of June

30, 2021 and December 31, 2020 was comprised of cash equivalents.

Concentration of Credit

Financial instruments

that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which,

at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and cash equivalents held in the Trust Account.

For the three months ended March 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes

that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times,

may exceed the Federal Depository Insurance Corporation maximum coverage limit of $ 250,000 , and cash equivalents held in the Trust Account.

For the three and six months ended June 30, 2021 and 2020, the Company has not experienced losses on these accounts and management believes

the Company is not exposed to significant risks on such accounts.

1 unchanged sentence

The unaudited condensed consolidated financial

statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of March 31, 2021.

Merger Sub had

no assets or liabilities as of March 31, 2021.

All significant inter-company transactions and balances have been eliminated in

consolidation.

of Financial Instruments

As of March 31,

2021 and December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables

to related party, the Sponsor Loan and franchise tax payable approximate their fair values due to the short-term nature of the

Offering Costs

Associated with the Initial Public Offering

Offering costs

consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering.

costs, together with the underwriting discount, were charged to stockholders’

equity upon the completion of the Initial Public

statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, as of June 30, 2021.

Merger Sub had no assets

or liabilities as of June 30, 2021.

All significant inter-company transactions and balances have been eliminated in consolidation.

Fair Value of Financial

As of June 30, 2021 and

December 31, 2020, the carrying values of cash, cash equivalents held in the Trust Account, accrued expenses, payables to related party,

the Sponsor Loan and franchise tax payable approximated 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 in connection with the preparation for the Initial Public Offering.

These costs, together

with the underwriting discount, were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Warrant Liability

The Company evaluated the Public Warrants

(as defined in Note 3) and Private Placement Warrants (as defined in Note 4 and, together with the Public Warrants, the “Warrants”)

(see Note 4, Note 7 and Note 8) in accordance with ASC 815-40 and concluded that pursuant to the terms thereof related to certain

tender or exchange offers, the Warrants are precluded from being accounted for as components of equity.

As the Warrants meet the

definition of a derivative under ASC 815, the Warrants are recorded as liabilities on the balance sheet and measured at fair value

at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with any subsequent

The Company evaluated the Public Warrants (as

defined in Note 3) and Private Placement Warrants (as defined in Note 4 and, together with the Public Warrants, the “Warrants”)

(see Note 4, Note 7 and Note 8) in accordance with guidance in Financial Accounting Standards Board (the “FASB”) Accounting

Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC

815-40”) and concluded that pursuant to the terms thereof related to certain tender or exchange offers, the Warrants are precluded

from being accounted for as components of equity.

As the Warrants meet the definition of a derivative under ASC 815, Derivatives and

Hedging , the Warrants are recorded as liabilities on the balance sheet and measured at fair value at inception (on the date of

the Initial Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement , with any subsequent

changes in fair value recognized in statement of operations in the period of change.

Common Stock Subject to Possible Redemption

Class A Common

Stock Subject to Possible Redemption

The Company accounts

for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities

for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 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.

Shares of conditionally redeemable Class A common stock (including 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’

The Company’s Class A common stock features

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

Accordingly, as of March 31, 2021 and December 31, 2020, 21,359,584 and 21,325,774 shares of Class A common

stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’

section of the Company’s balance sheet.

Shares of conditionally redeemable Class A common stock (including 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 features certain redemption rights that are

considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of June

30, 2021 and December 31, 2020, 20,958,853 and 21,325,774 shares of Class A common stock subject to possible redemption, respectively,

are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income taxes are accounted for under ASC 740,

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 unaudited condensed consolidated financial statement

Income Taxes (“ASC 740”), using the asset and liability method.

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated 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 unaudited condensed consolidated 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 Loss Per Common Share

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

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 740 prescribes a recognition threshold that

a tax position is required to meet before being recognized in the unaudited condensed consolidated 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 Loss Per Share of Common Stock

Net loss per share of common stock is computed

by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the

The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to

purchase an aggregate of 7,833,332 shares of Class A common stock in the calculation of diluted earnings per share, since their

inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted earnings per common share is the same as

basic earnings per common share for the periods presented.

The Company’s statement of operations

includes a presentation of income per share for 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 is calculated by dividing the interest

income on investments 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 500,000 shares of Class A common

stock held by the Sponsor, 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 500,000 shares of Class A common stock held by the Sponsor and outstanding

for the period.

The following table reflects the calculation of basic and diluted

net income (loss) per common share:

by dividing net loss applicable to stockholders 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 Private Placement to purchase an aggregate

of 7,833,332 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive

under the treasury stock method.

As a result, diluted earnings per share of common stock is the same as basic earnings per share of common

stock for the periods presented.

The Company’s statement of operations includes

a presentation of income per share of 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 is calculated by dividing the interest income on investments

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 500,000 shares of Class A common stock held by the Sponsor, 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 500,000 shares of Class A common stock held by the Sponsor and outstanding for the period.

The following table reflects the calculation of basic and diluted net

loss per share of common stock:

For the Three Months Ended

Redeemable Class A common shares

earnings allocable to redeemable Class A common shares

Redeemable shares of Class A common stock

earnings allocable to redeemable shares of Class A common stock

Interest income on investments held in Trust Account

Less franchise tax available to be withdrawn from the Trust Account

weighted average number of redeemable Class A common share

Basic and diluted net income per redeemable Class A common share

Non-redeemable Class A and Class B common shares

net income minus redeemable net earnings

weighted average number of redeemable shares of Class A common stock

Basic and diluted net loss per redeemable share of Class A common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock

net loss minus redeemable net earnings

Loss from operations

$ ( 350,573 )

Less franchise tax available to be withdrawn from the Trust Account

Change in fair value of warrant liability attributable to non-redeemable Class A private placement and Class B common shares

Non-redeemable net income

weighted average number of non-redeemable Class B common shares and Class A private placement shares

Non-redeemable Class A private placement and Class B common shares, basic and diluted

Basic and diluted net income per non-redeemable Class A private placement and Class B common share

Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock

$ ( 1,566,668 )

Non-redeemable net loss

$ ( 1,911,426 )

weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted

Basic and diluted net loss per non-redeemable share of Class A private placement common stock and share of Class B common stock

For the Six Months Ended

Redeemable shares of Class A common stock

earnings allocable to redeemable shares of Class A common stock

Interest income on investments held in Trust Account

Less franchise tax available to be withdrawn from the Trust Account

weighted average number of redeemable shares of Class A common stock

Basic and diluted net loss per redeemable share of Class A common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock

net loss minus redeemable net earnings

Loss from operations

$ ( 1,034,908 )

Less franchise tax available to be withdrawn from the Trust Account

Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock

$ ( 549,901 )

Non-redeemable net loss

$ ( 1,573,322 )

weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted

Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock

Recent Accounting

Pronouncements

Management does

not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s unaudited condensed consolidated financial statements.

Note 3—Initial

In August 2020, the FASB issued ASU No.

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 .

The standard is expected

to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts

in an entity’s own equity.

The ASU also enhances information transparency by making targeted improvements to the related disclosures

Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for

convertible instruments.

The new standard will become effective for the Company beginning January 1, 2024, can be applied using either

a modified retrospective or a fully retrospective method of transition and early adoption is permitted.

Management is currently evaluating

the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

Management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

the Company’s unaudited condensed consolidated financial statements.

Note 3—Initial

Public Offering

Pursuant to the Initial Public Offering,

the Company sold 23,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon exercise of the underwriters’

overallotment option in full.

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 7).

No fractional warrants will be issued upon separation

of the Units and only whole warrants will trade.

Note 4—Related

Pursuant to the Initial Public Offering, the Company

sold 23,000,000 Units at a price of $ 10.00 per Unit, including 3,000,000 Units sold upon exercise of the underwriters’ overallotment

option in full.

Each Unit consists of one share of Class A common stock, and one-third of one redeemable warrant (each, a “Public

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 7).

No fractional warrants will be issued upon separation of the Units and only whole warrants

Note 4—Related

Party Transactions

1 unchanged sentence

In March 2016, the Sponsor purchased 5,750,000

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 September 24, 2020, the Company effectuated a 2.5-for-1 stock split.

5, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 8,625,000 Founder Shares, which the Company cancelled,

resulting in an aggregate of 5,750,000 Founder Shares outstanding and held by the Sponsor.

All share and per share amounts have

been retroactively restated.

In addition, in October and November 2020, the Sponsor transferred 20,000 Founder Shares to each of

the independent directors of 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.

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 September 24, 2020, the Company effectuated a 2.

5-for-1 stock split.

On October 5, 2020, the Sponsor

returned to the Company, at no cost, an aggregate of 8,625,000 Founder Shares, which the Company cancelled, resulting in an aggregate

of 5,750,000 Founder Shares outstanding and held by the Sponsor.

All share and per share amounts have been retroactively restated.

addition, in October and November 2020, the Sponsor transferred 20,000 Founder Shares to each of the independent directors of 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.

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.

(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

Simultaneously with the closing of the

Initial Public Offering, the Sponsor purchased an aggregate of 500,000 Private Placement Units at a price of $10.00 per

Private Placement Unit ($5,000,000 in the aggregate).

Each Private Placement Unit consists of one share of Class A common stock

and one-third of one warrant (the “Private Placement Warrants”).

Each whole Private Placement Warrant is exercisable

for one whole 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 net 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 Private Placement Warrants will expire worthless.

Simultaneously with the closing of the Initial

Public Offering, the Sponsor purchased an aggregate of 500,000 Private Placement Units at a price of $ 10.00 per Private Placement

Unit ($ 5,000,000 in the aggregate).

Each Private Placement Unit consists of one share of Class A common stock and one-third of one warrant

(the “Private Placement Warrants”).

will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement 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 Units

until 30 days after the completion of the initial Business Combination.

The lead underwriter is an affiliate of

the Sponsor (see Note 6).

Each whole Private Placement Warrant is exercisable for one whole 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 net 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

Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable and exercisable on a cashless

basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement 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 Units until 30 days

after the completion of the initial Business Combination.

The lead underwriter is an affiliate of the Sponsor

(see Note 6).

Business Combination

1 unchanged sentence

The Company has engaged Cantor Fitzgerald &

(“CF&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’

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.

(“CF&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

The Company will pay CF&Co.

a cash fee (the “Marketing Fee”) for such

services upon the consummation of the Business Combination in an amount of $8,650,000, which is equal to 3.5% of the gross proceeds

of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the full exercise of the underwriters’

over-allotment option.

Related Party

The Sponsor made 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.

Prior to closing

the Initial Public Offering, the amount outstanding under the Pre-IPO Note was $139,870.

The Pre-IPO Note was non-interest bearing

and was repaid in full upon the completion of the Initial Public Offering.

In order to finance transaction costs in

connection with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $1,750,000

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, including $10,000 per month for office space, administrative and shared personnel support services

that will be paid to the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination.

As of March 31, 2021 and December 31, 2020, the Company had borrowed approximately $733,000 and $428,000, respectively, under the

Sponsor Loan.

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

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

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

a cash fee (the “Marketing Fee”) for such services upon the consummation of the

Business Combination in an amount of $ 8,650,000 , which is equal to 3.5 % of the gross proceeds of the base offering in the Initial Public

Offering and 5.5 % of the gross proceeds from the full exercise of the underwriters’ over-allotment option.

Related Party Loans

The Sponsor made 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.

Prior to closing the Initial

Public Offering, the amount outstanding under the Pre-IPO Note was $ 139,870 .

The Pre-IPO Note was non-interest bearing and was repaid

in full upon the completion of the Initial Public Offering.

In order to finance transaction costs in connection

with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $ 1,750,000 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, including $ 10,000 per month for office space, administrative and shared personnel support services that will be paid to

the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination.

On April 30, 2021, the Sponsor

funded the amount needed to extend the Company’s time to consummate its initial Business Combination from May 17, 2021 to September

17, 2021 and agreed to fund the amount needed to further extend the Company’s time to consummate

its initial Business Combination to January 17, 2022, if necessary .

In connection therewith, the Company issued the Sponsor a promissory

note in the amount of $ 2,300,000 and an additional amount of $ 0.10 per Public Share was deposited in the Trust Account.

As of June 30,

2021 and December 31, 2020, there was approximately $ 3,461,000 and $ 428,000 , respectively, outstanding under the loans payable by the

Company to the Sponsor, including approximately $ 1,161,000 and $ 428,000 , respectively, outstanding under the Sponsor Loan and an additional

$ 2,300,000 and $ 0 , respectively, outstanding under the loan payable to the Sponsor as a result of the extension of the Combination Period

from May 17, 2021 to September 17, 2021.

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

The Company reimburses the Sponsor for such expenses paid on its behalf.

The unpaid balance is included in Payables to

related parties on the accompanying balance sheet.

As of March 31, 2021 and December 31, 2020, the Company had accounts payable

outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $10,000 and $4,300, respectively.

The Company may extend the initial period

of time to consummate a Business Combination up to four times, each by an additional four months (for a total of 22 months to complete

a Business Combination).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor

or its affiliates or designees must deposit into the Trust Account $2,300,000 ($0.10 per Public Share), up to an aggregate of $9,200,000,

or $0.10 per Public Share, on or prior to the date of the applicable deadline, for each four month extension.

Any such payments

would be made by the Sponsor pursuant to a non-interest bearing loan issued by the Company which would be due and payable on the

consummation of the Business Combination out of the proceeds of the Trust Account released to the Company.

If the Company does

not complete a Business Combination, it may repay such loans solely from assets not held in the Trust Account, if any.

and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business

On April 30, 2021, the Sponsor funded the amount needed to extend the Company’s time to consummate its initial

Business Combination from May 17, 2021 to September 17, 2021 and agreed to fund the amount

needed to further extend the Company’s time to consummate its initial Business Combination to January 17, 2022, if necessary .

In connection therewith, the Company issued the Sponsor a promissory note in the amount of $2,300,000 (see Note 1).

Note 5—Commitments and

The unpaid balance is included in Payables to related

parties on the accompanying balance sheet.

As of June 30, 2021 and December 31, 2020, the Company had accounts payable outstanding to

the Sponsor for such expenses paid on the Company’s behalf of approximately $ 109,000 and $ 4,300 , respectively.

The Company may extend the initial period of time

to consummate a Business Combination up to four times, each by an additional four months (for a total of 22 months to complete a Business

Combination).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates

or designees must deposit into the Trust Account $2,300,000 ($0.10 per Public Share), up to an aggregate of $9,200,000, or $0.10 per Public

Share, on or prior to the date of the applicable deadline, for each four month extension.

Any such payments would be made by the Sponsor

pursuant to a non-interest bearing loan issued by the Company which would be due and payable on the consummation of the Business Combination

out of the proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, it may repay

such loans solely from assets not held in the Trust Account, if any.

The Sponsor and its affiliates or designees are not obligated to

fund the Trust Account to extend the time for the Company to complete a Business Combination.

On April 30, 2021, the Sponsor funded the

amount needed to extend the Company’s time to consummate its initial Business Combination from May 17, 2021 to September 17, 2021

and agreed to fund the amount needed to further extend the Company’s time to consummate its

initial Business Combination to January 17, 2022, if necessary .

In connection therewith, the Company issued to the Sponsor a promissory

note in the amount of $ 2,300,000 (see Note 1).

The Company has the additional option to extend the period of time to consummate a Business

Combination up to three additional times each by an additional four months, for a total of up to 22 months from the closing of the Initial

Public Offering to complete the Initial Business Combination.

Note 5—Commitments and

Contingencies

and Stockholder Rights

Pursuant to a registration rights agreement

entered into on November 12, 2020, the holders of Founder Shares and Private Placement Units (and component securities) are 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 are 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.

The Company granted CF&Co., the lead

underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments

at the Initial Public Offering price less the underwriting discounts and commissions.

exercised the over-allotment option

in full concurrent with the closing of the Initial Public Offering.

Registration and Stockholder

Pursuant to a registration rights agreement entered

into on November 12, 2020, the holders of Founder Shares and Private Placement Units (and component securities) are 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 are

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 CF&Co.

, the lead underwriter

and an affiliate of the Sponsor, a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial

Public Offering price less the underwriting discounts and commissions.

exercised the over-allotment option in full concurrent

with the closing of the Initial Public Offering.

The lead underwriter was paid a cash underwriting

1 unchanged sentence

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.

1 unchanged sentence

in consideration for its services and expenses as the qualified independent underwriter.

The qualified independent underwriter

received no other compensation.

Combination Marketing Agreement

The qualified independent underwriter received

no other compensation.

Business Combination

Marketing Agreement

The Company has engaged CF&Co.

advisor in connection with the Company’s Business Combination (see Note 5).

as an advisor

in connection with the Company’s Business Combination (see above under Underwriting Agreement within this Note 5).

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 the unaudited condensed consolidated financial statements.

The unaudited condensed

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Stockholders’

Class A Common Stock - The

Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share.

31, 2021 and December 31, 2020, there were 2,140,416 and 2,174,226 shares, respectively, of Class A common stock issued and outstanding,

excluding 21,359,584 and 21,325,774 shares, respectively, subject to possible redemption.

Class A common stock includes 500,000

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 features contained in the shares sold in the Initial Public Offering.

Class B Common Stock - The

Company is authorized to issue 30,000,000 shares of Class B common stock with a par value of $0.0001 per share.

of Class B common stock are entitled to one vote for each share.

As of both March 31, 2021 and December 31, 2020, there were 5,750,000

shares of Class B common stock issued and outstanding.

The initial stockholders collectively own 20% of the Company’s issued

and outstanding common stock after the Initial Public Offering (not including the Private Placement Units).

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 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).

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 pandemic 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 the unaudited condensed consolidated financial statements.

The unaudited condensed consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Stockholders’

Class A Common Stock - The Company

is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of June 30, 2021 and

December 31, 2020, there were 2,541,147 and 2,174,226 shares, respectively, of Class A common stock issued and outstanding, excluding

20,958,853 and 21,325,774 shares, respectively, subject to possible redemption.

Class A common stock includes 500,000 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

features contained in the shares sold in the Initial Public Offering.

Class B Common Stock - The Company

is authorized to issue 30,000,000 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 both June 30, 2021 and December 31, 2020, there were 5,750,000 shares of Class B

common stock issued and outstanding.

The initial stockholders collectively own 20 % of the Company’s issued and outstanding common

stock after the Initial Public Offering (not including the Private Placement Units).

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 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.

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 September 24, 2020, the Sponsor effectuated

a recapitalization of the Company, which included a 2.5-for-1 stock split.

On October 5, 2020, the Sponsor returned to the Company,

at no cost, an aggregate of 8,625,000 Founder Shares, which were cancelled.

The foregoing transactions resulted in an aggregate

of 5,750,000 Founder Shares outstanding and held by the initial stockholders.

Share and per share information contained in the

unaudited condensed consolidated financial statements have been retroactively adjusted for this split and cancellation.

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.

31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Note 7—Warrants

Public Warrants may only be exercised for

a whole number of shares.

On October 5, 2020, the Sponsor returned to the Company, at

no cost, an aggregate of 8,625,000 Founder Shares, which were cancelled.

The foregoing transactions resulted in an aggregate of 5,750,000

Founder Shares outstanding and held by the initial stockholders.

Share and per share information contained in the unaudited condensed

consolidated financial statements have been retroactively adjusted for this split and cancellation.

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 June 30, 2021 and December

31, 2020, there were no shares of preferred stock issued or outstanding.

Note 7—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 Private Placement Warrants are identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants

and the Class A common stock issuable upon the exercise of the Private Placement Warrants 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 Private Placement Warrants are held by someone other than the initial purchasers

or their permitted transferees, the Private Placement Warrants 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 Private Placement 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

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.

Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to

the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private

Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to

certain limited exceptions.

Additionally, the Private Placement Warrants 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 Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement

Warrants 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 Private Placement Warrants):

in whole and not in part;

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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;

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;

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 may expire worthless.

Note 8—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;

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.

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.

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 may expire

Value Measurements on a Recurring Basis

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 to valuation

techniques 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 three levels of the fair value hierarchy are:

Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets;

Level 2 measurements - 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;

Level 3 measurements - unobservable inputs for 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,

3 unchanged sentences

to the fair value measurement.

The following

table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis

as of March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques that the Company

utilized to determine such fair value.

March 31, 2021

The following tables

present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30,

2021 and December 31, 2020, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

June 30, 2021

Quoted Prices

4 unchanged sentences

Treasury Securities

$ 232,305,815

Warrant liability

6 unchanged sentences

Treasury Securities

$ 230,000,819

Warrant liability

Level 1 instruments

include investments in money market funds and U.S.

Level 1 assets as of

June 30, 2021 and December 31, 2020 include investments in a money market fund that holds 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.

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.

Warrant Liability

The Warrants are accounted for as liabilities

in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet.

The warrant liability

is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change

in fair value of warrant liability in the Company’s statement of operations.

in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet.

The warrant liability is

measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair

value of warrant liability in the Company’s statement of operations.

Initial Measurement

The Company established the initial fair

value for the Warrants on November 17, 2020, the date of the closing of the Initial Public Offering, and subsequent fair value

as of December 31, 2020.

The Public Warrants and Private Placement Warrants are measured at fair value on a recurring basis, using

an Options Pricing Model (the “OPM”).

The Company established the initial fair value

for the Warrants on November 17, 2020, the date of the closing of the Initial Public Offering, and subsequent fair value as of December

As of December 31, 2020, the Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis

using an Options Pricing Model (the “OPM”).

The Company allocated the proceeds received from (i) the sale of Units in the

Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the

sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement

Warrant), and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial

measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption.

The Warrants were classified

as Level 3 at the initial measurement date and as of December 31, 2020 due to the use of unobservable inputs.

The Company utilizes the OPM to value the

Warrants at each reporting period, with any subsequent changes in fair value recognized in the statement of operations.

The estimated

fair value of the warrant liability is determined using Level 3 inputs.

Initial Public Offering (which is inclusive of one share of Class A common stock and one-third of one Public Warrant), (ii) the sale of

the Private Placement Units (which is inclusive of one share of Class A common stock and one-third of one Private Placement Warrant),

and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement,

with the remaining proceeds allocated to Class A common stock subject to possible redemption.

The Warrants were classified as Level 3

at the initial measurement date and as of December 31, 2020 due to the use of unobservable inputs.

The Company utilized the OPM to value the Warrants

as of December 31, 2020, with any subsequent changes in fair value recognized in the statement of operations.

The estimated fair value

of the warrant liability as of December 31, 2020 was determined using Level 3 inputs.

Inherent in the OPM are assumptions related to expected

share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its

shares of common stock based on historical volatility that matches the expected remaining life of the Warrants.

The risk-free interest

rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life

of the Warrants.

The expected life of the Warrants is assumed to be equivalent to their remaining contractual term.

rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liability is

not subject to qualified hedge accounting.

Subsequent Measurement

The following table provides quantitative information regarding

Level 3 fair value measurements:

The Company estimated the volatility of its shares

of common stock based on historical volatility that matches the expected remaining life of the Warrants.

The risk-free interest rate was

based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants.

The expected life of the Warrants was assumed to be equivalent to their remaining contractual term.

The dividend rate was based on the

historical rate, which the Company anticipated to remain at zero.

The aforementioned warrant liability is not subject to qualified hedge

The following table provides quantitative information

about the inputs utilized by the Company in the fair value measurement of the Warrant as of December 31, 2020:

Risk-free interest rate

3 unchanged sentences

Dividend yield

The Warrants are measured at fair value

on a recurring basis.

The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the

use of an observable market quote in an active market under the ticker CFACW.

As the transfer of Private Placement Warrants to

anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as

the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each

Public Warrant.

As such, the Private Placement Warrants are classified as Level 2.

As of March 31, 2021, the aggregate values of the Private Placement

Warrants and Public Warrants was $0.2 million and $10.8 million, respectively, based on the closing price of CFACW on that date

The following table presents the changes in the fair value of

warrant liability:

Subsequent Measurement

As of June 30, 2021, the fair measurement of the

Public Warrants was reclassified from Level 3 to Level 1 due to the use of an observable quoted price in an active market.

As the transfer

of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially

the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that

of the Public Warrants.

As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the six months ended

June 30, 2021.

As of June 30, 2021, the aggregate fair values

of the Private Placement Warrants and Public Warrants were $ 0.3 million and $ 12.3 million, respectively.

The following table presents the changes in the fair value of warrant

Private Placement

2 unchanged sentences

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2021

( 1,016,767 )

Fair Value as at March 31, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2021 (2)

(1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level

2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers

out of Level 3 totaling $11.0 million during the three months ended March 31, 2021.

(2) Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $ 11.0 million during the six months ended June 30, 2021.

There were no transfers between levels during the three months ended June 30, 2021.

Note 9—Subsequent

On April 30, 2021, the Company entered

into Amendment No.

1 to the Merger Agreement with Merger Sub and AEye and certain other agreements related thereto.

on April 30, 2021, the Sponsor funded the amount needed to extend the Company’s time to consummate its initial business combination

from May 17, 2021 to September 17, 2021, the proceeds of which were deposited into the Trust Account, and the Company issued the

Sponsor a promissory note in the amount of $2,300,000.

The balance of the Trust Account also increased to $10.10 per Public Share

upon effectuation of such extension.

The Company evaluated subsequent events

and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial

statements were issued and determined that there have been no events that have occurred

that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements, except as disclosed

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to

the “Company,”

“our,”

“us”

or “we”

refer to CF Finance Acquisition Corp.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and

uncertainties.

Note Regarding Forward-Looking Statements

This Quarterly

Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based

these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity,

performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology

such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms

or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing

thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities

and Exchange Commission (“SEC”) filings.

We are a blank check

company incorporated in Delaware on March 15, 2016 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 “Initial Business Combination”).

Our sponsor is CF Finance Holdings III, LLC (the “Sponsor”).

we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Initial

Business Combination, we are focusing our search on companies operating in the financial services, healthcare, real estate services,

technology and software industries.

We are an early stage and emerging growth company and, as such, we are subject to all of the

risks associated with early stage and emerging growth companies.

registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on November

On November 17, 2020, we consummated the Initial Public Offering of 23,000,000 units (each, a “Unit”

with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000

Units sold upon the exercise of the underwriters’

overallotment option in full, at a purchase price of $10.00 per Unit, generating

gross proceeds of $230,000,000.

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 Initial Business Combination and 12 months from the closing of

the Initial Public Offering (or November 17, 2021) and will expire 5 years after the completion of the Initial Business Combination,

or earlier upon redemption or liquidation.

Simultaneously

with the closing of the Initial Public Offering, we consummated the sale of 500,000 Units (the “Private Placement Units”)

at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement (the “Private Placement”), generating

gross proceeds of $5,000,000.

the closing of the Initial Public Offering and sale of Private Placement Units on November 17, 2020, an amount of $230,000,000

($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 was placed in a trust account (the “Trust Account”) located in the United States at UMB, N.A., with Continental

Stock Transfer & Trust Company (“Continental”) acting as trustee, which may be invested only in U.S.

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 185 days or less or in any open-ended investment company that holds itself out as a money

market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company

Act, as determined by us, until the earlier of:

(i) the completion of the Initial Business Combination and (ii) the distribution

of the Trust Account, as described below.

have until September 17, 2021 or prior to the expiration of the applicable four-month extension period, as described below, to

consummate the Initial 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 we are unable to complete the Initial

Business Combination by the end of the Combination Period, we 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 us to pay our 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 our 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 our remaining stockholders and our

board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our 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 our warrants, which will expire worthless if we fail to complete the Initial Business Combination

within the Combination Period.

April 30, 2021, the Sponsor funded the amount needed to extend the Company’s time to consummate its initial business combination

from May 17, 2021 to September 17, 2021, the proceeds of which were deposited into the Trust Account.

In connection therewith,

the Company issued the Sponsor a promissory note in the amount of $2,300,000.

As a result of the foregoing extension, the

balance of the Trust Account increased to $10.10 per Public Shares.

The Sponsor agreed

to fund the amount needed to further extend the Company’s time to consummate its initial business combination to January

17, 2022, if necessary .

If we anticipate that

we may not be able to consummate the Initial Business Combination by September 17, 2021, and subject to the Sponsor depositing

additional funds into the Trust Account as set out below, the time to consummate the Initial Business Combination shall be extended

for an additional four months up to three additional times, for a total of up to 22 months from the closing of the Initial Public

Offering to complete the Initial Business Combination.

The stockholders will not be entitled to vote or redeem their shares in

connection with any such extension.

Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the Trust

Agreement entered into between us and Continental, in order for the time available for us to consummate the Initial Business Combination

to be extended, the Sponsor or its affiliates or permitted designees, upon five business days advance notice prior to the applicable

deadline, must deposit into the Trust Account $2,300,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline,

for each of the available four month extensions providing a total possible business Combination Period of 22 months at a total

payment value of $9,200,000 ($0.10 per Public Share), including the $2,300,000 deposited by the Sponsor on April 30, 2021.

such payments would be made by the Sponsor pursuant to a non-interest bearing loan issued by us which would be due and payable

on the consummation of the Business Combination out of the proceeds of the Trust Account released to us.

If we do not complete

the Initial Business Combination, we may repay such loans solely from assets not held in the Trust Account, if any.

Liquidity and Capital Resources

As of March 31, 2021

and December 31, 2020, we had $31,491 and $1,250, respectively, of cash in our operating bank account and working capital deficit

of approximately $614,000 and $46,000, respectively.

As of March 31, 2021, we did not have any interest income in the Trust Account

available to pay franchise and income taxes, as during the three months ended March 31, 2021, $6,491 of the interest income

from the Trust Account was used to pay taxes.

As of December 31, 2020, we had approximately $800 of interest income in the Trust

Account available to pay franchise and income taxes.

Our liquidity needs

through March 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the

founder shares, a loan of approximately $140,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”),

the proceeds from the consummation of the Private Placement with the Sponsor not held in the Trust Account, and the Sponsor Loan

(as defined below).

We fully repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance

transaction costs in connection with the Initial Business Combination, our Sponsor has committed up to $1,750,000 to be provided

to us to fund our expenses relating to investigating and selecting a target business and other working capital requirements after

the Initial Public Offering and prior to the Initial Business Combination (the “Sponsor Loan”).

If the Sponsor Loan

is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated

to, provide us additional loans.

As of March 31, 2021and December 31, 2020, there was approximately $733,000 and $428,000, respectively,

outstanding under the Sponsor Loan.

Based on the foregoing,

management believes that we will have sufficient working capital and borrowing capacity from the Sponsor to meet our needs through

the earlier of the consummation of the Initial Business Combination or one year from the date of this Report.

Over this time period,

we 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 Initial Business Combination.

entire activity from inception through March 31, 2021 related to our formation, the preparation for the Initial Public Offering,

and since the closing of the Initial Public Offering, toward locating and completing a suitable Initial Business Combination.

have neither engaged in any operations nor generated any revenues to date.

We will not generate any operating revenues until after

completion of the Initial Business Combination.

We will generate non-operating income in the form of interest income on investments

held in the Trust Account.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses.

For the three months

ended March 31, 2021, we had net income of approximately $338,000, which consisted of approximately $1,000,000 of gain from the

change in fair value of warrants liability and approximately $6,000 of interest income on investments held in the Trust Account,

which was offset by approximately $574,000 in general and administrative expenses, $30,000 in administrative expenses paid to the

Sponsor and approximately $81,000 of franchise tax expense.

the three months ended March 31, 2020, we had a net income of $0.

Proposed Business

On February 17, 2021,

we entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Meliora Merger Sub, Inc., a

Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), and AEye, Inc., a Delaware corporation (“AEye”).

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 AEye (the “Merger”

with the other transactions contemplated by the Merger Agreement, the “Transactions”), whereby the separate corporate

existence of Merger Sub will cease and AEye will be the surviving corporation of the Merger and become our wholly owned subsidiary.

At the Closing, we will amend our charter to, among other matters, change our name to “AEye Holdings, Inc.”

30, 2021, the Company entered into Amendment No.

1 to the Merger Agreement with Merger Sub and AEye (the “Merger Agreement

Amendment”

and, together with the Original Merger Agreement, the “Merger Agreement”).

For more information about

the business combination with AEye, see the Company’s Registration Statement on Form S-4 initially filed with the SEC on

May 13, 2021 and as amended from time to time and the Current Reports on Form 8-K filed with the SEC on February 17, 2021 and

Contemporaneously

with the execution of the Original Merger Agreement, we entered into separate Subscription Agreements (the “Subscription

Agreements”) with a number of subscribers (each a “Subscriber”), including the Sponsor, pursuant to which the

Subscribers agreed to purchase, and we agreed to sell to the Subscribers, at the Closing, an aggregate of 22.5 million shares of

Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $225 million (the “PIPE

Investments”), with the Sponsor’s Subscription Agreement accounting for $9.5 million of such aggregate PIPE Investments

(of which the Sponsor has assigned $4.5 million of its subscription to an unrelated third-party).

Business Combination Marketing Agreement

We engaged Cantor Fitzgerald &

(“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Initial Business Combination

to assist us in holding meetings with our stockholders to discuss the Initial Business Combination and the target business’

attributes, introduce us to potential investors that are interested in purchasing the Company’s securities, assist us in

obtaining stockholder approval for the Initial Business Combination and assist us with our press releases and public filings in

connection with the Initial Business Combination.

We will pay CF&Co.

a cash fee for such services upon the consummation of

the Initial Business Combination in an amount of $8,650,000, which is equal to 3.5% of the gross proceeds of the base offering

in the Initial Public Offering, and 5.5% of the gross proceeds from the full exercise of the underwriters’

over-allotment

Related Party Loans

In order to finance

transaction costs in connection with an intended Initial Business Combination, the Sponsor has committed up to $1,750,000 in the

Sponsor Loan to be provided to us to fund expenses relating to investigating and selecting a target business and other working

capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will

be paid to the Sponsor, after the Initial Public Offering and prior to the Initial Business Combination.

As of March 31, 2021 and

December 31, 2020, we had borrowed approximately $733,000 and $428,000, respectively, under the Sponsor Loan.

The Sponsor pays expenses

on our behalf.

We reimburse the Sponsor for such expenses paid on our behalf.

As of March 31, 2021 and December 31, 2020, we had

accounts payable outstanding to the Sponsor for such expenses paid on our behalf of approximately $10,000 and $4,300, respectively.

Critical Accounting Policies and Estimates

The Company has identified

the following as its critical accounting polices:

Use of Estimates

The preparation of

our unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally

accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated

financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

Emerging Growth Company

Section 102(b)(1) of

the Jumpstart Our Business Startups Act of 2012 (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 registration

statement under the Securities Act of 1933, as amended (the “Securities Act”) 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 a 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 election to opt out is irrevocable.

We have 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, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt

the new or revised standard.

Warrant Liability

We account for our

outstanding public warrants and private placement warrants in accordance with ASC 815-40, under which the warrants do not meet

the criteria for equity classification and must be recorded as liabilities.

As both the public and private placement warrants meet

the definition of a derivative under ASC 815, they are measured at fair value at inception and at each reporting date in accordance

with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value

recognized in the statement of operations in the period of change.

Class A Common Stock Subject

to Possible Redemption

We account for our

Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“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.

Shares of conditionally redeemable Class A

common stock (including 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 our control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as stockholders’

Our Class A common stock

features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain

future events.

Accordingly, as of March 31, 2021 and December 31, 2020, 21,359,584 and 21,325,774 shares of Class A common

stock subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section of our

balance sheet, respectively.

Net Income (Loss) Per Common Share

comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.”

Net income per common share

is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common

stock outstanding for the period.

We have not considered the effect of the warrants

sold in the Initial Public Offering and the concurrent Private Placement to purchase an aggregate of 7,833,332 shares

of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under

the treasury stock method.

As a result, diluted earnings per common share is the same as basic earnings per common

share for the period.

Our statement of operations

includes a presentation of income per share for 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 interest

income (loss) earned on cash equivalents and investments and 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 applicable

period, excluding 500,000 shares of Class A common stock held by the Sponsor, which is not subject to redemption.

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 500,000 shares

of Class A common stock held by the Sponsor outstanding for the applicable period.

Off-Balance Sheet Arrangements and Contractual Obligations

As of March 31, 2021,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did

not have any commitments or contractual obligations.

Recent Accounting

Pronouncements

management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently

adopted, that would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under

The Company evaluated subsequent events and transactions

that occurred after the financial statements date through the date that the unaudited condensed consolidated financial statements were

available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures

in the unaudited condensed consolidated financial statements, except as set out below.

On July 21, 2021, the Company filed the Proxy

Statement with respect to the special meeting of stockholders to be held in connection with the previously announced business combination

with AEye (see Note 1) to approve the Merger Agreement and the other proposals set forth in the Proxy Statement.

In addition, on July

21, 2021, the Company issued a press release announcing that the SEC declared effective the Form S-4, the Company has filed the Proxy

Statement, the Company established July 12, 2021 as the record date for such special meeting of stockholders and that such special meeting

of stockholders will be held on August 12, 2021 at 9:30 a.m.

Eastern time.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements