What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-12 · 440 added, 423 removed, 515 unchanged (63% of the section changed)

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CONDENSED BALANCE SHEETS

September 30,

Current Assets:

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$ 300,723,636

Liabilities and Stockholders’ Equity:

Liabilities and Stockholders’ Equity (Deficit):

Current Liabilities:

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Total Liabilities

Commitments and Contingencies (Note 5)

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

Commitments and Contingencies

Class A common stock subject to possible redemption, 30,000,000 and 0 shares at redemption value of $ 10.00 per share as of September 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of both September 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

700,000 issued and outstanding (excluding 30,000,000 shares subject to possible redemption) as of September 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

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

Additional paid-in capital

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( 9,598,679 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders’ Equity (Deficit)

( 9,597,859 )

(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).

Total Liabilities and Stockholders’ Equity (Deficit)

$ 300,723,636

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 STATEMENTS

OF OPERATIONS

For the Three Months Ended

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

For the Six Months Ended

CONDENSED STATEMENTS OF OPERATIONS

September 30,

General and administrative costs

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Loss from operations

( 1,275,436 )

Interest income on investments held in Trust Account

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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

are an integral part of these unaudited condensed financial statements.

number has been adjusted to reflect the cancellation of 5,750,000 shares of Class B common stock in October 2020 and 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 CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six

Months Ended June 30, 2021

Stockholders’

Balance – December 31, 2020

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three and Nine Months Ended September

– December 31, 2020

8,625,000 (1)

Sale of Class A common stock to public

Underwriters’ discount and offering expenses

of Private Placement Class A common stock

Forfeiture of common stock to sponsor at $ 0.0001 par value

( 1,125,000 )

for redeemable shares of Class A common stock to redemption value

( 6,806,743 )

Sale of private placement units

Forfeiture of common stock to sponsor at $0.0001 par value

( 9,088,013 )

Shares subject to possible redemption

( 15,894,756 )

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( 3,173,250 )

– March 31, 2021

$ ( 12,262,557 )

$ ( 12,261,737 )

Balance – March 31, 2021

– June 30, 2021

$ ( 10,461,585 )

Shares subject to possible redemption

$ ( 10,460,765 )

– September 30, 2021

$ ( 9,598,679 )

Balance – June 30, 2021

$ ( 9,597,859 )

(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.

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 CHANGES IN STOCKHOLDERS’ EQUITY

For the Period from

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

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three Months Ended September 30, 2020

and for the Period from April 17, 2020

(Inception) through September 30, 2020

Stockholders’

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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.

Balance – September 30, 2020

number has been adjusted to reflect the cancellation of 5,750,000 shares of Class B common stock in October 2020 and 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

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

Cash flows from operating activities:

$ ( 509,372 )

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

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

General and administrative expenses paid by related party

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Payables to related party

Net cash used in operating activities

Net cash provided by operating activities

Cash flows from investing activities:

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Cash flows from financing activities:

Proceeds from related party – Sponsor loan

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from related party – Sponsor loan

Proceeds received from initial public offering

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Cash - end of the period

Supplemental disclosure of noncash financing activities:

Offering cost paid with note payable to Sponsor

Supplemental disclosure of non-cash financing activities:

Offering costs paid with note payable to Sponsor

Prepaid expenses paid with payables to related party

Changes in Class A common stock subject to possible redemption

$ 284,539,230

The accompanying notes

are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

Note 1—Description

of Organization, Business Operations and Basis of Presentation

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—Description of Organization, Business

Operations and Basis of Presentation

CF Acquisition Corp.

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risks associated with early stage and emerging growth companies.

As of June 30, 2021, the Company had not commenced

All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial

Public Offering”) described below, and since the Initial Public Offering, relates to the Company’s efforts toward locating

and completing a suitable Business Combination.

The Company will not generate any operating revenues until after the completion of its

initial Business Combination, at the earliest.

The Company has generated non-operating income in the form of interest income on investments

in money market funds that invest in U.S.

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

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

As of September 30, 2021, the Company had not

commenced operations.

All activity through September 30, 2021 relates to the Company’s formation and the initial public offering

(the “Initial Public Offering”) described below, and all activity since the Initial Public Offering, relates to the Company’s

efforts toward locating and completing a suitable Business Combination.

The Company will not generate any operating revenues until after

the completion of its initial Business Combination, at the earliest.

The Company has generated non-operating income in the form of interest

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

Treasury Securities and cash equivalents from the proceeds derived from

the Initial Public Offering, and recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as

other income (expense).

The Company’s sponsor is CFAC Holdings VI,

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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

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

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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

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

Business Combination;

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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’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

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

Liquidity and Capital

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

Company had $ 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

Liquidity and Capital Resources

As of both September 30, 2021 and December 31,

2020, the Company had $ 25,000 of cash in its operating account.

As of September 30, 2021 and December 31, 2020, the Company had a working

capital deficit of approximately $ 1,013,000 and $ 157,000 , respectively.

During the three months and nine months ended September 30, 2021,

approximately $ 8,000 and $ 16,000 of the interest income earned on funds held in the Trust Account, respectively, was available to pay

The Company’s liquidity needs through September

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

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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 Combination.

with Working Capital Loans (as defined in Note 4).

As of September 30, 2021 and December 31, 2020, there was approximately $ 911,000 and

$ 0 outstanding, respectively, under the Sponsor Loan.

Based on the foregoing, management believes that

the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of

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

year from this filing.

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

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

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

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 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.

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 September 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.

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, 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.

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.

Emerging Growth Company

The Company is an “emerging

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

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

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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.

Note 2—Summary

of Significant Accounting Policies

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging

growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

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

This may make comparison of the Company’s

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.

Revisions of Previously Issued Financial Statements

In connection with the preparation of the Company’s

financial statements for the quarter ended September 30, 2021, the Company re-evaluated its accounting of the Public Shares.

the Company determined that at the closing of the Initial Public Offering, it had improperly valued the Public Shares.

The Company has

previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $ 10.00 per share, while

also taking into consideration a redemption cannot result in net tangible assets being less than $ 5,000,001 .

Pursuant to the updated analysis,

management determined that all Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered

outside the Company’s control.

Therefore, management concluded that the redemption value should include all Public Shares subject

to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption

value, and reclassified the remaining Public Shares from permanent equity to temporary equity on the Company’s condensed balance

The Company assessed the materiality of these

revisions on its prior periods’ financial statements in accordance with SEC Staff Accounting Bulletins Topic 1.M, Materiality

and Topic 1.A, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements

and the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 250,

Accounting Changes and Error Corrections , and concluded that the revisions were not material to the Company’s financial statements

for prior interim periods.

There were no revisions to the prior annual period.

Accordingly, the Company has concluded that an amendment

of its previously filed periodic reports is not required.

Therefore, the Company has revised the historical periods in this Quarterly

Report on Form 10-Q, and the historical interim periods that will be presented in the Company's prospective filings will be revised accordingly.

As a result, the Company also revised its condensed

statements of stockholders’ equity (deficit) to classify all Public Shares as temporary equity and to record accretion on the Public

Shares as a $ 6.8 million decrease in additional paid-in capital and a $ 9.1 million increase in accumulated deficit during the period ended

March 31, 2021.

In connection with the change in presentation

for the shares of Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate

net income (loss) evenly to shares of Class A common stock subject to possible redemption, non-redeemable shares of Class A common stock

and shares of Class B common stock.

This presentation contemplates a Business Combination as the most likely outcome, in which case, all

classes of common stock share pro-rata in the net income (loss) of the Company.

There has been no change in the Company’s

total assets, liabilities, or operating results for all periods presented.

There has been no change in the Company’s cash flows

other than the supplemental noncash disclosure of changes in shares of Class A common stock subject to possible redemption.

Note 2—Summary of Significant Accounting

Use of Estimates

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The Company had no cash equivalents in its operating

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

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

30, 2021 was comprised of cash equivalents.

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

with the Initial Public Offering

Offering costs consisted

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

These costs, together

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

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

The Company’s investments held in the Trust Account as of September 30,

2021 were comprised of cash equivalents.

Concentration of Credit Risk

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

Deposit Insurance Corporation maximum coverage limit of $ 250,000 , and cash equivalents held in the Trust Account.

For the three and nine

months ended September 30, 2021 and for the three months ended September 30, 2020 and for the period from April 17, 2020 (inception) through

September 30, 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 Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement , approximates the carrying amounts represented

in the balance sheets, primarily due to their short-term nature, with the exception of the warrant and FPS liabilities.

Offering Costs Associated with the Initial

Public Offering

Offering costs consisted of legal, accounting,

and other costs incurred in connection with the preparation for the Initial Public Offering.

These costs, together with the underwriting

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

Warrant and FPS Liability

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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 on the statements of operations in the period of the change.

applicable authoritative guidance in 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 on the statements of operations in the period of the change.

The Company accounts for the Warrants and FPS

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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 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.

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 480.

Shares of Class A common stock subject to mandatory

redemption (if any) are classified as liability instruments and measured at fair value.

Shares of conditionally redeemable Class A

common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder

or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

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

As discussed in Note 1,

all of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject

to the occurrence of uncertain future events.

Accordingly, 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.

Accordingly, as of September 30, 2021 and December 31, 2020, 30,000,000 and 0 shares of

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

equity section of the Company’s balance sheet.

The Company recognizes any subsequent changes in redemption value immediately as

they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption

amount value of redeemable Class A common stock.

The change in the carrying value of redeemable Class A common stock also resulted in

charges against additional paid-in capital and accumulated deficit.

Income taxes are accounted for under ASC 740,

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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 (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

shares of Class A common stock outstanding for the period, excluding 700,000 shares of Class A common stock held by the Sponsor, which

is not subject to redemption.

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:

The Company complies with the accounting and disclosure

requirements of ASC 260, Earnings Per Share .

Net income (loss) per share of common stock is computed by dividing net income (loss)

applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods.

applies the two-class method in calculating earnings per share.

Accretion associated with the redeemable shares of Class A common stock

is excluded from earnings per share as the redemption value approximates fair value.

The Company has not considered the effect of the

warrants to purchase an aggregate of 7,675,000 shares of Class A common stock sold in the Initial Public Offering and Private Placement

in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.

diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

The following tables reflect the calculation of

basic and diluted net income (loss) per share of common stock:

For the Three

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

$ ( 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

September 30,

For the Three

September 30,

For the Period

from January 23,

2020 (Inception) to

September 30,

Class A - Public shares

Class A Private placement shares and Class B Common stock

Class A - Public shares

Class A Private placement shares and Class B Common stock

Class A - Public shares

Class A Private placement shares and Class B Common stock

Class A - Public shares

Class A Private placement shares and Class B Common stock

Basic and diluted net income (loss) per share of common stock

Allocation of net income (loss)

$ ( 383,557 )

Non-redeemable net loss

$ ( 125,815 )

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

Basic and diluted weighted average number of shares of common stock outstanding

Basic and diluted net income (loss) per share of common stock

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

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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

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

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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

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

due to the underwriters not exercising the overallotment option, such that the initial stockholders would collectively own 20 % of the Company’s

issued and outstanding shares of 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

Founder Shares

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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.

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

issued and outstanding shares of 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.

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 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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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

Private Placement Units

Simultaneously with the closing of the Initial

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(the “Private Placement Warrants”).

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

stock at a price of $ 11.50 per share.

The proceeds from the Private Placement Units have been added to the net proceeds from the Initial

Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the

Private Placement Warrants will expire worthless.

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

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

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

at a price of $ 11.50 per share.

The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public

Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private

Placement Warrants will expire worthless.

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

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

The Private Placement Warrants will expire five

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after the completion of the initial Business Combination.

The lead underwriter is an affiliate of the Sponsor

The lead underwriter, Cantor Fitzgerald & Co.

("CF&Co."), is an affiliate of the Sponsor

(see Note 5).

Business Combination

Marketing Agreement

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

Business Combination Marketing Agreement

The Company has engaged CF&Co as an advisor

in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the Business Combination

and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s

securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases

and public filings in connection with the Business Combination.

The Company will pay 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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the Pre-IPO Note, up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The Pre-IPO Note was non-interest

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

Prior to closing the Initial

Public Offering, the amount outstanding under the Pre-IPO Note was approximately $ 151,000 .

The Pre-IPO Note was non-interest bearing and

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

In order to finance transaction costs in connection

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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.

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

the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the Company’s initial

Business Combination.

For the three and nine months ended September 30, 2021, the Company paid $ 30,000 and approximately $ 72,000 , respectively,

for office space and administrative fees.

As of September 30, 2021 and December 31, 2020, the Company had borrowed approximately $ 911,000

and $ 0 , respectively, under the Sponsor Loan.

If the Sponsor Loan is insufficient to cover the

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parties on the accompanying balance sheet.

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

the Sponsor for such expenses paid on the Company’s behalf of approximately $ 194,000 and $ 105,800 , respectively.

Note 5—Commitments and

Contingencies

Registration and Stockholder

As of September 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 $ 0 and approximately $ 106,000 , respectively.

Note 5—Commitments and Contingencies

Registration Rights

Pursuant to a registration rights agreement entered

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advised the Company that it would not exercise the over-allotment option.

The lead underwriter was paid a cash underwriting

discount of $ 6,000,000 .

was paid a cash underwriting discount

of $ 6,000,000 in connection with the Initial Public Offering.

The Company also engaged a qualified independent

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no other compensation.

Business Combination

Marketing Agreement

Business Combination Marketing Agreement

The Company has engaged CF&Co.

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

Note 6—Stockholders’

Note 6—Stockholders’ Equity

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.

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

As of September 30, 2021, there

were 700,000 shares of Class A common stock issued and outstanding, excluding 30,000,000 shares subject to possible redemption.

December 31, 2020, there were no shares of Class A common stock issued and outstanding.

The outstanding 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 Public Shares.

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

Company is authorized to issue 40,000,000 shares of Class B common stock, par value $ 0.0001 per share.

Holders of Class B common stock

are entitled to one vote for each share .

As of September 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, such that the initial stockholders would collectively

own 20 % of the Company’s issued and outstanding shares of 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.

only holders of Class B common stock have the right to vote on the election of directors.

Holders of Class A common stock are not entitled

to vote on the election of directors during such time.

Holders of Class A common stock and Class B common stock 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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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.

As of both September 30, 2021

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

Note 7—Warrants

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Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (except

with respect to the Private Placement Warrants):

The Company may redeem the Public Warrants:

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;

● 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.

at any time during the exercise period;

upon a minimum of 30 days’ prior written notice of redemption;

if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders;

● 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,

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Note 8—Fair Value Measurements on a Recurring Basis

Fair value is defined

as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market

participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation

techniques used in measuring fair value.

The hierarchy gives the

highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques 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 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,

the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances,

the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant

to the fair value measurement.

The following 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.

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, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement

is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates

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

September 30, 2021

Quoted Prices

Significant Other

Assets held in Trust Account - U.S.

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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.

Level 1 assets as of September 30, 2021 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

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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 estimated the volatility of its shares of common stock based on

historical volatility that matches the expected remaining life of the Warrants.

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

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

The expected life of

the Warrants was assumed to be equivalent to their remaining contractual term.

The dividend rate was based on the historical rate, which

the Company anticipated to remain at zero.

The aforementioned warrant liability is not subject to qualified hedge accounting.

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-fourth 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-fourth 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 shares of 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 estimated the volatility of its

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

The risk-free interest

rate was based on the U.S.

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

the Warrants.

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

The dividend rate was

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

The aforementioned warrant liability is not subject to

qualified hedge accounting.

The following table provides quantitative information

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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.

During the nine months ended September 30, 2021,

the fair value 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 during the nine months ended September 30, 2021.

As of September 30, 2021, the aggregate fair values

of the Private Placement Warrants and Public Warrants were approximately $ 0.1 million and $ 6.0 million, respectively.

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

Private Placement

Warrant Liability

Fair value as of February 23, 2021

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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.

Change in valuation inputs or other assumptions (1)

( 1,125,000 )

( 1,151,250 )

Fair value as of September 30, 2021 (2)

in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations.

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 nine months ended September 30, 2021.

The Company did not have any transfers out of Level 3 during the three

months ended September 30, 2021.

FPS Liability

The liability for the FPS was valued using

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.

(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 liability for the FPS was valued using 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 shares

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

The fair value of the shares of 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 shares of 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 September 30, 2021, the probability assigned

to the consummation of the Business Combination was 82%, 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

Fair value as of February 23, 2021

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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

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2021

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

Note 9—Subsequent Events

The Company evaluated subsequent events and transactions

3 unchanged sentences

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