What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-12 · 145 added, 150 removed, 84 unchanged (78% of the section changed)

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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,”

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 statements.

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.

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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.

On February 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.

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 industries.

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.

On February 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.

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 the 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’ rights as

stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve

and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors

and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants,

which will expire worthless if we fail to complete the Initial Business Combination within the Combination Period.

Liquidity and Capital

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

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

As of June 30, 2021 and December 31, 2020, we had working capital

deficit of $579,836 and $157,099, respectively.

As of June 30, 2021, we had approximately $8,000 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.

Our liquidity needs through June 30, 2021 have

been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the founder shares, a loan of approximately

Each whole warrant entitles the holder

to purchase one share of Class A common stock at a price of $11.50.

Each warrant will become exercisable on the later of 30 days after

the completion of the Initial Business Combination 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 the 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 our stockholders in accordance with the Amended and Restated

Certificate of Incorporation (the “Combination Period”).

If we are unable to complete the Initial Business Combination by

the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

Public Shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right

to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in

the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire

worthless if we fail to complete the Initial Business Combination within the Combination Period.

Liquidity and Capital Resources

As of both September 30, 2021 and December 31,

2020, we had $25,000 of cash in our operating account.

As of September 30, 2021 and December 31, 2020, we had a working capital deficit

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

During the three and nine months ended September 30, 2021, we had $7,563 and $15,536,

respectively, in interest income in the Trust Account available to pay taxes (less up to $100,000 of such net interest to pay dissolution

Our 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, 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

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and directors may, but are not obligated to, provide us additional loans.

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

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

$911,000 and $0, respectively, outstanding under the Sponsor Loan.

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Results of Operations

Our entire activity from

inception through June 30, 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.

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

For the three months

ended June 30, 2021, we had net income of approximately $1,801,000, which consisted of approximately $2,444,000 of gain from the change

in the fair value of warrants liability and $8,000 of interest income on investments held in the Trust Account, which were partially offset

by approximately $332,000 in general and administrative expenses, approximately $234,000 of loss from the change in fair value of the

forward purchase securities liability, approximately $55,000 of franchise tax expense and $30,000 in administrative expenses paid to the

For the six months ended

June 30, 2021, we incurred a net loss of approximately $1,372,000, which consisted of approximately $3,024,000 of loss from the change

in fair value of the forward purchase securities liability, approximately $467,000 in general and administrative expenses, approximately

$92,000 of franchise tax expense, approximately $42,000 in administrative expenses paid to the Sponsor, which were partially offset by

approximately $2,245,000 of gain from the change in fair value of warrants liability, and approximately $8,000 of interest income on investments

Our entire activity from inception through September

30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering,

toward locating and completing a suitable Initial Business Combination.

We have neither engaged in any operations nor generated any revenues

We will not generate any operating revenues until after completion of our 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 September 30, 2021,

we had net income of approximately $863,000, which consisted of approximately $1,151,000 of gain from the change in fair value of the

warrant liability, approximately $378,000 of gain from the change in fair value of the FPS liability, and approximately

$8,000 of interest income on investments held in the Trust Account, which were partially offset by approximately $589,000 in general and

administrative expenses, approximately $55,000 of franchise tax expense and $30,000 in administrative expenses paid to the Sponsor.

For the nine months ended September 30, 2021,

we incurred a net loss of approximately $509,000, which consisted of approximately $2,646,000 of loss from the change in fair value of

the FPS liability, approximately $1,056,000 in general and administrative expenses, approximately $147,000 of

franchise tax expense, and approximately $72,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately

$3,396,000 of gain from the change in fair value of the warrant liability, and approximately $16,000 of interest income on investments

held in the Trust Account.

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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.

that are interested in purchasing our securities, assist us in obtaining stockholder approval for the Initial Business Combination and

assist us with our press releases and public filings in connection with the Initial Business Combination.

We will pay CF&Co.

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

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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 of $10,000

per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public

fund expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per

month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public

Offering and prior to the Initial Business Combination.

As of June 30, 2021 and December 31, 2020, we had borrowed approximately $707,000

As of September 30, 2021 and December 31, 2020, we had borrowed approximately

$911,000 and $0, respectively, under the Sponsor Loan.

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the Sponsor for such expenses paid on our behalf.

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

Sponsor for such expenses paid on our behalf of approximately $194,000 and $105,800, respectively.

As of September 30, 2021 and December 31, 2020, we had accounts payable outstanding

to the Sponsor for such expenses paid on our behalf of $0 and approximately $106,000, respectively.

Critical Accounting Policies and Estimates

The Company has identified the following as its

critical accounting polices:

We have identified the following as our critical

accounting polices:

Use of Estimates

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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”

and such securities, the “FPS”) in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives

and Hedging - Contracts in Entity’s Own Equity , 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, Derivatives and Hedging, 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.

We account for our outstanding public warrants

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

such securities, the “FPS”) in accordance with guidance in Financial Accounting Standards Board Accounting Standards Codification

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

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common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

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.

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 our control)

are classified as temporary equity.

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

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 June 30, 2021, and December 31, 2020, 28,453,923 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 our balance

Net Income (Loss) Per Common Share

We comply with accounting

and disclosure requirements of ASC Topic 260, Earnings Per Share .

Net income (loss) 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 (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income

Net income (loss) 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 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 outstanding for the applicable period.

All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence

of uncertain future events.

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 our balance sheet.

We recognize any subsequent changes in redemption value immediately as they occur and adjust 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, we recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock.

change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated

Net Income (Loss) Per Share of Common Stock

We comply 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.

We apply 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.

We have 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 the Private Placement

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

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

Off-Balance Sheet Arrangements and Contractual Obligations

As of June 30, 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

See Note 2—“Summary

of Significant Accounting Policies” to our unaudited condensed financial statements in Part I, Item 1 of this Quarterly Report on

Form 10-Q for information regarding recent accounting pronouncements.

As of September 30, 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

See Note 2—“Summary of Significant

Accounting Policies” to our unaudited condensed financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for

information regarding recent accounting pronouncements.

Quantitative and Qualitative Disclosures

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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 2. Management’s Discussion and Analysis