What changed in this filing

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Item 1. Financial Statements

2021-08-12 compared with 2021-05-14 · 593 added, 774 removed, 345 unchanged (80% of the section changed)

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CF ACQUISITION CORP.

CONDENSED BALANCE

CONDENSED BALANCE SHEETS

Current Assets:

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Total current assets

Deferred offering costs associated with proposed initial

public offering

Deferred offering costs associated with proposed initial public offering

Cash equivalents held in Trust Account

$ 300,887,365

Liabilities and Stockholders’

Liabilities and Stockholders’ Equity:

Current Liabilities:

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Payables to related party

Sponsor loan –

promissory notes

Sponsor loan - promissory notes

Franchise tax payable

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Commitments and Contingencies (Note 5)

Class A common stock, 28,273,826 and -0- 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 or outstanding as of March 31, 2021 and December 31, 2020, respectively

Common stock, Class A, $0.0001 par value;

shares authorized, 2,426,174 issued and outstanding (excluding 28,273,826 shares subject to possible redemption) as of March 31,

2021 and no shares issued and outstanding as of December 31, 2020

Common stock, Class B, $0.0001 par value;

40,000,000 shares

authorized, 7,500,000 and 8,625,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

Class A common stock, 28,453,923 and 0 shares subject to possible redemption at $ 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;

160,000,000 shares authorized;

2,246,077 issued and outstanding (excluding 28,453,923 shares subject to possible redemption) as of June 30, 2021 and no shares issued and outstanding as of December 31, 2020

Class B common stock, $ 0.0001 par value;

40,000,000 shares authorized;

7,500,000 and 8,625,000 (1) shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholders’

Total Liabilities

and Stockholders’

( 1,373,572 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ 300,887,365

(1) This number has been adjusted to reflect the cancellation of

5,750,000 shares of Class B common stock in January 2021.

On February 23, 2021, 1,125,000 shares of Class B common stock were forfeited

by the Sponsor (see Note 6).

The accompanying notes are an integral part

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CF ACQUISITION CORP.

CONDENSED STATEMENT

CONDENSED STATEMENTS

OF OPERATIONS

For the Three Months Ended

For the Period from April 17, 2020 (Inception) through

For the Six Months Ended

General and administrative costs

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Interest income on investments held in Trust Account

Change in fair value of warrant liability

Change in fair value of forward purchase securities liability

Loss before income tax expense

Changes in fair value of warrant liability

Changes in fair value of forward purchase securities liability

( 3,023,766 )

Weighted average number of common shares outstanding:

Net income (loss)

$ ( 1,372,278 )

Weighted average number of shares of common stock outstanding:

Class A - Public shares

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Class B - Common stock

7,500,000 (1)

Basic and diluted net income (loss) per share:

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Class B - Common stock

(1) This number has been adjusted to reflect the cancellation of

5,750,000 shares of Class B common stock in January 2021.

On February 23, 2021, 1,125,000 shares of Class B common stock were forfeited

by the Sponsor (see Note 6).

The accompanying notes

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CF ACQUISITION CORP.

CONDENSED STATEMENT

OF CHANGES IN STOCKHOLDERS’

For the Three Months Ended March 31, 2021

Stockholders’

CONDENSED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six

Months Ended June 30, 2021

Stockholders’

Balance – December 31, 2020

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Sale of Class A common stock to public

Underwriters’

discount and offering expenses

Underwriters’ discount and offering expenses

( 6,576,006 )

Sale of private placement units

Forfeiture of common stock to sponsor at $0.0001 par value

( 1,125,000 )

Shares subject to possible redemption

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( 282,738,260 )

Balance –

March 31, 2021

( 3,173,250 )

Balance – March 31, 2021

$ ( 3,174,544 )

Shares subject to possible redemption

( 1,800,952 )

( 1,800,970 )

Balance – June 30, 2021

$ ( 1,373,572 )

(1) This number has been adjusted to reflect the cancellation of

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CF ACQUISITION CORP.

CONDENSED STATEMENT

CONDENSED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Period from

April 17, 2020 (Inception) through June 30, 2020

Stockholders’

Balance – April 17, 2020

Issuance of Class B common stock to Sponsor

Balance – June 30, 2020

(1) This number has been adjusted to reflect the cancellation of

5,750,000 shares of Class B common stock in January 2021.

On February 23, 2021, 1,125,000 shares of Class B common stock were forfeited

by the Sponsor (see Note 6).

The accompanying notes

are an integral part of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS

OF CASH FLOWS

For the Six Months Ended

For the Period from April 17, 2020 (Inception) through

Cash flows from operating activities:

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Interest income on investments held in Trust Account

Change in fair value of warrant liability

Change in fair value of forward purchase securities liability

Changes in fair value of warrant liability

( 2,244,937 )

Changes in fair value of forward purchase securities liability

Changes in operating assets and liabilities:

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Franchise tax payable

Deferred offering costs associated with proposed initial public offering

Deferred offering costs associated with initial public offering

Payables to related party

Net cash used in operating activities

Cash flows from investing activities:

Cash deposited in Trust Account

Cash deposited to Trust Account

( 300,000,000 )

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Proceeds from related party – Sponsor loan

Proceeds from issuance of Class B common stock to Sponsor

Proceeds received from initial public offering

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Offering costs paid

( 6,424,856 )

Payment of related party payable

( 1,247,076 )

Net cash provided by financing activities

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Cash - end of the period

Supplemental disclosure of non-cash financing activities

Initial classification of warrant liability

Offering cost paid with note payable

Supplemental disclosure of noncash financing activities:

Offering cost paid with note payable to Sponsor

Prepaid expenses paid with payables to related party

Change in common stock subject to possible redemption

Changes in Class A common stock subject to possible redemption

$ 284,539,230

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CONDENSED FINANCIAL STATEMENTS

Note 1—Description

of Organization, Business Operations and Basis of Presentation

CF Acquisition Corp.

(the “Company”) was incorporated in Delaware on April 17, 2020.

The Company was formed for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”).

Although the Company is

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risks associated with early stage and emerging growth companies.

As of March 31, 2021, the Company had not commenced

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

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.

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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 and FPS liability as other income (expense).

The Company’s sponsor is CFAC Holdings

VI, LLC (the “Sponsor”).

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

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

The Company’s sponsor is CFAC Holdings VI,

LLC (the “Sponsor”).

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

and Exchange Commission (“SEC”) on February 18, 2021.

On February 23, 2021, the Company consummated the Initial Public Offering

of 30,000,000 units (each, a “Unit”

and with respect to the shares of Class A common stock included in the Units sold, the

“Public Shares”), at a purchase price of $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in

of 30,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the

“Public Shares”), at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 300,000,000 , which is described in

Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant.

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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.

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 700,000 units (the “Private Placement Units”) at a price of $10.00 per

Public Offering, the Company consummated the sale of 700,000 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 $ 7,000,000 , which is described in Note 4.

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

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 4).

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and sale of Private Placement Units on February 23, 2021, an amount of $ 300,000,000 ($ 10.00 per Unit) from the net proceeds of the sale

of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (“Trust

Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee,

of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (“Trust

Account”) located in the United States at 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

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

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must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial

Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act.

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

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to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined below in Note 4).

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 4), their shares underlying the Private Placement Units and any Public Shares purchased

during or after the Initial Public Offering in favor of a Business Combination.

In addition, the initial stockholders have agreed to

waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection

with the completion of a Business Combination.

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 4), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public

Offering in favor of a Business Combination.

In addition, the initial stockholders have agreed to waive their redemption rights with respect

to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and

Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other

person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate

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 the 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.

Forward Purchase Contract —

In connection

with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company (the “FPA”),

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.

Forward Purchase Contract — In connection

with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company (the “FPA”),

to purchase, in a private placement for gross proceeds of $ 15,000,000 to occur concurrently with the consummation of an initial Business

Combination, 1,500,000 of the Company’s Units on substantially the same terms as the sale of Units in the Initial Public Offering

at $ 10.00 per Unit, and 375,000 shares of Class A common stock (for no additional consideration) (the securities issuable pursuant to

the FPA, the “FPS”).

The funds from the sale of Units will be used as part of the consideration to the sellers in the initial

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any excess funds from this private placement will be used for working capital in the post-transaction company.

This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with

a minimum funding level for the initial Business Combination.

commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum

funding level for the initial Business Combination.

Failure to Consummate a Business Combination

The Company has until February 23, 2023 to consummate a Business Combination (or a later date approved by the Company’s

stockholders in accordance with the Amended and Restated Certificate of Incorporation, the “Combination Period”).

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.

– The Company has until February 23, 2023 to consummate a Business Combination (or a later date approved by the Company’s

stockholders in accordance with the Amended and Restated Certificate of Incorporation, the “Combination Period”).

If the Company

is unable to complete a Business Combination by the 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.

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.

order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims

by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed

entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to

any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the

Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the

event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent

of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or

other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account, except for the Company’s independent registered public accounting firm.

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 both March 31, 2021 and December 31, 2020,

the Company had $25,000 of cash in its operating account.

As of March 31, 2021, and December 31, 2020, the Company had working capital

deficit of $163,899 and $157,099, respectively.

As of March 31, 2021, the Company had approximately $400 of interest income in the Trust

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

As of December 31, 2020, the Company

did not have any interest income in the Trust Account available to pay taxes.

The Company’s liquidity needs through March

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

Company had $ 59,826 and $ 25,000 of cash in its operating account, respectively.

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

had a working capital deficit of $ 579,836 and $ 157,099 , respectively.

During the three months and six months ended June 30, 2021, $ 7,562

and $ 7,973 of the interest income earned on funds held in the Trust account, respectively, was available 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, the

loan of approximately $151,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds

loan of approximately $ 151,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds

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

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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

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 4).

As of March 31, 2021 and December 31, 2020, there was approximately $647,800

and $0 outstanding under the Sponsor Loan, respectively.

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 4).

As of June 30, 2021 and December 31, 2020, there was approximately $ 706,759 and $ 0 , respectively,

outstanding under the Sponsor Loan.

Based on the foregoing,

management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of

the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a

Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts

payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying

for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business

management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business

Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts payable,

identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel

expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation

The unaudited condensed

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

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 June 30, 2021 and the results

of operations and cash flows for the periods presented.

Certain information and disclosures normally included in unaudited condensed

financial statements prepared in accordance with U.S.

Certain information and disclosures normally included in unaudited condensed 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 financial statements should be read in

conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company

with the SEC on March 1, 2021 and February 19, 2021, respectively.

Interim results are not necessarily

indicative of results for a full year.

The accompanying unaudited condensed financial statements should be read in conjunction with the

audited financial statements and notes thereto included in the Form 8-K, Form 10-Q and the final prospectus filed by the Company with

the SEC on March 1, 2021, May 14, 2021, and February 19, 2021, respectively.

Emerging Growth Company

The Company is an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act

of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

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

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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.

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 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.

Correction of previously issued financial

The Company corrected certain line items related

to the previously audited balance sheet as of February 23, 2021 in the Form 8-K filed with the SEC on March 1, 2021 related to misstatements

identified in improperly applying accounting guidance on certain warrants, recognizing them as components of equity instead of a derivative

warrant liability under the guidance of Accounting Standards Codification ("ASC") Topic 815-40, Derivatives and Hedging, Contracts

on an Entity's Own Equity ("ASC 815-40").

The following balance sheet items as of February 23, 2021 were impacted:

of $9.5 million in Warrants liability, and increase of $3.9 million in FPS liability, a decrease of $13.4 million in the amount of Class

A common stock subject to redemption, an increase of $3.9 million in Additional paid-in capital and an increase of $3.9 million in Accumulated

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 and FPS 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.

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

liability and FPS 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 Equivalents

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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

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 was comprised of cash equivalents.

Concentration of

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, the Company has not experienced losses on these accounts and management believes the Company is not exposed

to significant risks on such accounts.

Fair Value 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 instruments.

Concentration of Credit

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 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.

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,

as well as the Sponsor Loan and franchise tax payable as of June 30, 2021 approximated their fair values due to the short-term nature

of the instruments.

Offering Costs Associated

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These costs, together

with the underwriting discount, were charged to stockholders’

equity upon the completion of the Initial Public Offering.

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

Warrant and FPS Liability

The Company accounts for the Warrants and FPS

as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS

applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

assessment considers whether the Warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of

a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants

and FPS are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash

settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as

of each subsequent quarterly period end date while the Warrants and FPS are outstanding.

For issued or modified warrants and for instruments

to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required

to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants and for the FPA

instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at

their initial fair value on the date of issuance, and each balance sheet date thereafter.

as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS using

applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging .

The assessment

considers whether the Warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPS

are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent

quarterly period-end date while the Warrants and FPS are outstanding.

For issued or modified warrants and for instruments to be issued

pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required to be recorded

as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants and for the FPA instruments that

do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at their initial fair

value on the date of issuance, and on each balance sheet date thereafter.

Changes in the estimated fair value of liability-classified

Warrants and the FPS are recognized as a non-cash gain or loss on the statements of operations.

Warrants and the FPS are recognized on the statements of operations in the period of the change.

The Company accounts for the Warrants and FPS

in accordance with ASC 815-40 under which the Warrants and FPS do not meet the criteria for equity classification and must be recorded

as liabilities.

See Note 7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology

used to determine the value of the Warrants and FPS.

Class A Common

Stock Subject to Possible Redemption

in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC

815-40”), pursuant to which the Warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities.

See Note 7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology used to

determine the fair value of the Warrants and FPS.

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 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.

as of March 31, 2021, 28,273,826 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside

of the stockholders’

equity section of the Company’s balance sheet.

As of December 31, 2020, there were no shares of Class

A common stock subject to possible redemption.

Income taxes are accounted for under ASC Topic

740, Income Taxes , using the asset and liability method.

Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the unaudited condensed 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 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

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 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 7,675,000 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

for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

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’ 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, 28,453,923 shares of Class A common stock subject to possible

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

As of December 31, 2020, there were no shares of Class A common stock subject to possible redemption.

Income taxes are accounted for under ASC 740,

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 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.

effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment

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 financial statements.

The Company provides for uncertain

tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination

by tax authorities.

The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on

the statement of operations.

Net Income (Loss) Per Share of Common Stock

Net income (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 7,675,000 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 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

Net income (loss) 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

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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 700,000 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:

Net income (loss) per share, basic and diluted for shares of Class B common stock is calculated by dividing

the net income (loss), 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 700,000 shares of Class A common stock held by the Sponsor and outstanding for the period.

The following tables reflect the calculation of basic and diluted net

income (loss) per share of common stock:

For the Three

Redeemable Class A common shares

earnings allocable to redeemable Class A common shares

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

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

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

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

net income minus redeemable net earnings

Loss from operations

$ ( 415,938 )

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

Change in fair value of FPS liability

$ ( 234,372 )

Non-redeemable net income

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 income per non-redeemable share of Class A private placement common stock and Class B common stock

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

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

$ ( 601,422 )

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

Change in fair value of FPS liability

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$ ( 1,372,278 )

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 loss per non-redeemable Class A

private placement and Class B common share

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 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 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 financial statements.

Note 3—Initial

Public Offering

Pursuant to the Initial Public Offering, the

Company sold 30,000,000 Units at a price of $10.00 per Unit.

Each Unit consists of one share of Class A common stock, and one-fourth

of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share

of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

No fractional warrants will be issued

upon separation of the Units and only whole warrants will trade.

The Sponsor forfeited 1,125,000 shares of Class B common stock, due

to the underwriter not exercising the overallotment option so that the initial stockholders collectively own 20% of the Company’s

issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the

Private Placement Units).

Note 4—Related

Pursuant to the Initial Public Offering, the Company

sold 30,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class A common stock, and one-fourth of one

redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A

common stock at a price of $ 11.50 per share, subject to adjustment (see Note 6).

No fractional warrants will be issued upon separation

of the Units and only whole warrants will trade.

The Sponsor forfeited 1,125,000 shares of Class B common stock, due to the underwriter

not exercising the overallotment option so that the initial stockholders collectively own 20 % of the Company’s issued and outstanding

common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units).

Note 4—Related

Party Transactions

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In April 2020, the Sponsor purchased 20,125,000

shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”)

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 .

In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder

Shares, which the Company cancelled, and in January 2021, the Sponsor returned

to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled.

On February 23, 2021, the Sponsor

forfeited 1,125,000 shares of Class B common stock, due to the underwriter not exercising the overallotment option, so that the initial

stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (not including

the shares of Class A common stock underlying the Private Placement Units), resulting in an aggregate of 7,500,000 Founder Shares outstanding

and held by the Sponsor and independent directors of the Company.

Shares, which the Company cancelled, and in January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder

Shares, which the Company cancelled.

On February 23, 2021, the Sponsor forfeited 1,125,000 shares of Class B common stock, due to the

underwriter not exercising the overallotment option, so that the initial stockholders collectively own 20 % of the Company’s issued

and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private

Placement Units), resulting in an aggregate of 7,500,000 Founder Shares outstanding and held by the Sponsor and independent directors

of the Company.

All share and per share amounts have been retroactively restated.

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 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

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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 700,000 Private Placement Units at a price of $10.00 per Private Placement

Public Offering, the Sponsor purchased an aggregate of 700,000 Private Placement Units at a price of $ 10.00 per Private Placement

Unit ($ 7,000,000 in the aggregate).

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

(the “Private Placement Warrants”).

Each whole Private Placement Warrant is exercisable for one whole share of Class A common

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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 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

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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’

attributes, introduce

the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining

stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with

the Business Combination.

(“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 $10,500,000, which is equal to 3.5% of the gross proceeds of the Initial Public Offering.

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

Business Combination in an amount of $ 10,500,000 , which is equal to 3.5 % of the gross proceeds of the Initial Public Offering.

Related Party Loans

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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 a total for the period of $12,169 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.

of March 31, 2021, the Company had borrowed approximately $647,800 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”).

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.

to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital

requirements, including a total of $ 10,000 per month for office space, administrative and shared personnel support services that are paid

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

three and six months ended June 30, 2021, the Company paid $ 30,000 and $ 42,169 , respectively, for office space and administrative fees.

As of June 30, 2021 and December 31, 2020, the Company had borrowed approximately $ 707,000 and $ 0 , 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 Account.

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

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.

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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 $12,100 and $105,800, respectively.

Note 5—Commitments and

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 $ 194,000 and $ 105,800 , respectively.

Note 5—Commitments and

Contingencies

Registration and

Stockholder Rights

Registration and Stockholder

Pursuant to a registration rights agreement entered

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These holders are

entitled to certain demand and “piggyback”

registration rights.

entitled to certain demand and “piggyback” registration rights.

The Company will bear the expenses incurred in connection

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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.

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as an advisor

in connection with the Company’s Business Combination.

(see Note 4).

in connection with the Company’s Business Combination (see Note 4).

Risks and Uncertainties

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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 financial statements.

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any adjustments that might result from the outcome of this uncertainty.

Note 6—Stockholders’

Class A Common Stock - The Company

is authorized to issue 160,000,000 shares of Class A common stock with a par value of $0.0001 per share.

As of March 31, 2021,

Note 6—Stockholders’

Class A Common Stock – The

Company is authorized to issue 160,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of June 30,

2021, there were 2,246,077 shares of Class A common stock issued and outstanding, excluding 28,453,923 shares subject to possible redemption.

Class A common stock includes 700,000 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 40,000,000 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 March 31, 2021 and December 31, 2020, there were 7,500,000 and 8,625,000 shares

of Class B common stock issued and outstanding, respectively.

In connection with the underwriter advising the Company that it would not

exercise its over-allotment option, the Sponsor forfeited 1,125,000 shares of Class B common stock, so that 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 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 40,000,000 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 June 30, 2021 and December 31, 2020, there were 7,500,000 and 8,625,000

shares of Class B common stock issued and outstanding, respectively.

In connection with the underwriter advising the Company that it would

not exercise its over-allotment option, the Sponsor forfeited 1,125,000 shares of Class B common stock, so that 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

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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

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

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(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

In October 2020, the Sponsor returned to the

Company, at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled, and

in January 2021, the Sponsor returned to the Company, at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled.

On February 23, 2020, the Sponsor forfeited 1,125,000 shares of Class B common stock, resulting in an aggregate of 7,500,000 Founder

Shares outstanding and held by the Sponsor and independent directors of the Company.

Information contained in the unaudited condensed

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 March 31, 2021 and December

In October 2020, the Sponsor returned to the Company,

at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled, and in January 2021, the Sponsor returned to the Company,

at no cost, an aggregate of 5,750,000 Founder Shares, which the Company cancelled.

On February 23, 2021, the Sponsor forfeited 1,125,000

shares of Class B common stock, resulting in an aggregate of 7,500,000 Founder Shares outstanding and held by the Sponsor and independent

directors of the Company.

Information contained in the unaudited condensed financial statements has 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

Warrants - Public Warrants may

only be exercised for a whole number of shares.

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.

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 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,

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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

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, 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.

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

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with respect to the Private Placement Warrants):

whole and not in part;

a price of $0.01 per warrant;

any time during the exercise period;

a minimum of 30 days’

● in whole and not in part;

● at a price of $0.01 per warrant;

● at any time during the exercise

● upon a minimum of 30 days’

prior written notice of redemption;

and only if, the last reported sale price of the Company’s common stock equals or exceeds

$18.00 per share for any 20-trading days within a 30-trading day period ending on the third

business day prior to the date on which the Company sends the notice of redemption to the

warrant holders;

and 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.

● 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

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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

Note 8—Fair

Value Measurements

Note 8—Fair Value Measurements on a Recurring Basis

Fair value is defined

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participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring

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:

1, defined as observable inputs such as quoted prices for identical instruments in active

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.

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,

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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 indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

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 indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

Quoted Prices

Significant Other

Assets held in Trust Account - U.S.

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FPS liability

Level 1 instruments

include investments in money market funds and U.S.

Total Liabilities

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.

Initial Measurement and Subsequent Measurement

The Company established the initial fair value

for the Warrants on February 23, 2021, the date of the closing of the Initial Public Offering, and subsequent fair value as of March

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 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 March 31, 2021 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.

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

February 23, 2021, the date of the closing of the Initial Public Offering.

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 due to the use of unobservable inputs.

The Company utilized the OPM to value the Warrants as of February 23,

2021, with any subsequent changes in fair value recognized in the statement of operations.

The estimated fair value of the warrant liability

as of February 23, 2021, 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

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 is based on the U.S.

The risk-free interest rate was based on the U.S.

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.

The dividend rate is based on the historical rate, which

the Company anticipates to remain at zero.

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 accounting.

The following table provides quantitative information regarding Level

3 fair value measurements:

The following table provides quantitative information

about the inputs utilized by the Company in the fair value measurement of the Warrants as of February 23, 2021:

(initial measurement)

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Dividend yield

Subsequent Measurement

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

Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price in an inactive 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 as of June 30, 2021.

As of June 30, 2021, the aggregate fair values

of the Private Placement Warrants and Public Warrants were $ 0.2 million and $ 7.1 million, respectively.

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

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Fair value as of February 23, 2021

Change in valuation inputs

or other assumptions (1)

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2021

(1) Changes in valuation inputs or other

assumptions are recognized in change in fair value of warrant liability in the statement of operations.&NegativeThickSpace;

Change in valuation inputs or other assumptions (1)

( 2,388,000 )

( 2,443,720 )

Fair value as of June 30, 2021

(1) Changes in valuation inputs or

other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

(1) Due to the use of quoted prices

in an inactive market 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 $ 7.3 million

during the three and six months ended June 30, 2021.

FPS Liability

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an adjusted net assets method, which is considered to be a Level 3 fair value measurement.

Under the adjusted net assets method utilized,

the aggregate commitment of $15.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the

common stock and warrants to be issued pursuant to the FPA.

The fair value of the common stock and warrants to be issued under the

FPA are based on the public trading price of the Units issued in the Initial Public Offering.

The excess (liability) or deficit (asset)

of the fair value of the common stock and warrants to be issued compared to the $15.0 million fixed commitment is then reduced to

account for the probability of consummation of the Business Combination.

The primary unobservable input utilized in determining the

fair value of the FPS is the probability of consummation of the Business Combination.

As of March 31, 2021, the probability assigned

to the consummation of the Business Combination was 88% which was determined based on a hybrid approach of both observed success

rates of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating similar

transactions.

The following table presents a summary of

the changes in the fair value of the FPS liability, a Level 3 liability, measured on a recurring basis.

Under the adjusted net assets method

utilized, the aggregate commitment of $15.0 million pursuant to the FPA is discounted to present value and compared to the fair

value of the common stock and warrants to be issued pursuant to the FPA.

The fair value of the common stock and warrants to be

issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering.

(liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $15.0 million fixed

commitment is then reduced to account for the probability of consummation of the Business Combination.

The primary unobservable

input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination.

30, 2021, the probability assigned to the consummation of the Business Combination was 88%, which was determined based on a hybrid

approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsor’s

track record for consummating similar transactions.

The following table presents a summary of the changes in the fair value

of the FPS liability:

FPS Liability

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Change in valuation inputs or other assumptions (1)

( 1,070,164 )

Fair value as of March 31, 2021

(1) Changes in valuation

inputs or other assumptions are recognized in Change in fair value of FPS liability in the

statement of operations.

Note 9—Subsequent

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2021

(1) Changes in valuation inputs or

other assumptions are recognized in Change in fair value of FPS liability in the statement of operations.

Note 9—Subsequent

The Company evaluated subsequent events and transactions

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

financial statements.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations.

References to the “Company,”

“our,”

“us”

or “we”

refer to CF Acquisition Corp.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements

and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

Cautionary 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

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 April 17, 2020 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”).

is CFAC Holdings VI, LLC (the “Sponsor”).

Although 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

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.

Our registration statement

for our initial public offering (the “Initial Public Offering”) was declared effective on February 18, 2021.

23, 2021, we consummated the Initial Public Offering of 30,000,000 units (each, a “Unit”

and with respect to the shares of

Class A common stock included in the Units sold, the “Public Shares”), at a purchase price of $10.00 per Unit, generating

gross proceeds of $300,000,000.

Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant.

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 or February 23, 2022 (12 months from the closing of

the Initial Public Offering) 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 700,000 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 $7,000,000.

Following the closing

of the Initial Public Offering and sale of Private Placement Units on February 23, 2021, an amount of $300,000,000 ($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 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 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.

We have until February

23, 2023 (24 months from the closing of the Initial Public Offering) (or a later date approved by the Company’s stockholders in

accordance with our 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’

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.

Liquidity and Capital

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

we had $25,000 of cash in our operating account.

As of March 31, 2021 and December 31, 2020, we had working capital deficit of $163,899

and $157,099, respectively.

As of March 31, 2021, we had approximately $400 of interest income in the Trust Account available to pay

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

As of December 31, 2020, we did not have any interest income

in the Trust Account available to pay 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

$151,000 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, 2021 and December 31, 2020, there

was approximately $647,800 and $0, 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.

Results of Operations

Our 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, the search for a prospective Initial Business Combination.

We 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 incurred a net loss of approximately $3,173,250, which consisted of approximately $135,500 in general and administrative

expenses, $12,000 in administrative expenses paid to the Sponsor, approximately $37,800 of franchise tax expense, approximately $200,000

of loss from the change in fair value of warrants liability, and approximately $2,789,000 of loss from the change in fair value of the

forward purchase securities liability, which was partially offset by approximately $400 of interest income on investments held in the

Trust Account.

Contractual Obligations

Business Combination Marketing Agreement

We engaged Cantor Fitzgerald & Co.

(“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.

a cash fee for such services upon the consummation of the Initial Business Combination in an amount of $10,500,000, which

is equal to 3.5% of the gross proceeds of the Initial Public Offering.

Related Party Loans

In order to finance transaction costs in connection

with an intended 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 a total for

the period of $12,169 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 $647,800 and $0, respectively, under the Sponsor Loan.

The Sponsor pays expenses on our behalf.

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 $12,100 and $105,800, 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 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 financial statements, and income and expenses during the periods reported.

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 and Forward Purchase Securities Liability

We account for our outstanding public warrants

and private placement warrants and the securities underlying the forward purchase agreement with the Sponsor (the “FPA”

such securities, the “FPS”) in accordance with ASC 815-40, under which the warrants and FPS do not meet the criteria for

equity classification and must be recorded as liabilities.

As both the public and private placement warrants and FPS 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 , 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

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, 28,273,826

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.

Net Income (Loss) Per Common Share

We 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.

have not considered the effect of the warrants sold in the Initial Public Offering and the concurrent Private Placement to purchase an

aggregate of 7,675,000 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

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

700,000 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 700,000 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

Our 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 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 this item.

that occurred after the financial statements date through the date that the unaudited condensed 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 financial statements.

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