What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 587 added, 492 removed, 463 unchanged (70% of the section changed)

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CF ACQUISITION CORP.

CONDENSED BALANCE SHEETS

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets:

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Total current assets

Deferred offering costs associated with proposed initial public offering

Cash equivalents held in Trust Account

$ 300,723,636

Liabilities and Stockholders’ Equity (Deficit):

Liabilities and Stockholders’ Deficit:

Current Liabilities:

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Warrant liability

Forward purchase securities liability

FPS liability

Total Liabilities

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 subject to possible redemption, 30,000,000 shares issued and outstanding at redemption value of $ 10.00 per share as of both March 31, 2022 and December 31, 2021

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized;

none issued or outstanding as of both March 31, 2022 and December 31, 2021

Class A common stock, $ 0.0001 par value;

160,000,000 shares authorized;

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

700,000 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) as of both March 31, 2022 and December 31, 2021

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 September 30, 2021 and December 31, 2020, respectively

7,500,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021

Additional paid-in-capital

Accumulated deficit

( 9,598,679 )

Total Stockholders’ Equity (Deficit)

( 9,597,859 )

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).

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

General and administrative costs

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Loss from operations

( 1,275,436 )

Interest income on investments held in Trust Account

Changes in fair value of warrant liability

Changes in fair value of forward purchase securities liability

( 2,645,660 )

Net income (loss)

$ ( 509,372 )

Changes in fair value of FPS liability

Weighted average number of shares of common stock outstanding:

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Class B - Common stock

7,500,000 (1)

Basic and diluted net income (loss) per share:

Basic and diluted net loss per share of common stock:

Class A - Public shares

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Class B - Common stock

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.

of these unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three and Nine Months Ended September

– December 31, 2020

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT (UNAUDITED)

For the Three Months Ended March 31, 2022 and

Stockholders’

Balance – December 31, 2021

$ ( 26,997,458 )

of Private Placement Class A common stock

Forfeiture of common stock to sponsor at $ 0.0001 par value

$ ( 26,835,663 )

for redeemable shares of Class A common stock to redemption value

Stock-based compensation

( 10,096,418 )

Balance – March 31, 2022

$ ( 37,093,876 )

$ ( 36,917,446 )

Balance – December 31, 2020

Sale of Class A common stock to Sponsor in private placement

Forfeiture of Class B common stock by Sponsor at $ 0.0001 par value

( 1,125,000 )

– March 31, 2021

Accretion for redeemable shares of Class A common stock to redemption value

( 6,806,743 )

( 9,088,013 )

– June 30, 2021

( 15,894,756 )

( 3,173,250 )

– September 30, 2021

( 3,173,250 )

Balance – March 31, 2021

$ ( 12,262,557 )

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 (DEFICIT)

For the Three Months Ended September 30, 2020

and for the Period from April 17, 2020

(Inception) through September 30, 2020

Stockholders’

Balance – April 17, 2020

Issuance of Class B common stock to Sponsor

Balance – June 30, 2020

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).

$ ( 12,261,737 )

(1) This number has been retroactively 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.

of these unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash flows from operating activities

$ ( 10,096,418 )

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

$ ( 3,173,250 )

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

General and administrative expenses paid by related party

Stock-based compensation

Interest income on investments held in Trust Account

Changes in fair value of warrant liability

( 3,396,188 )

Changes in fair value of forward purchase securities liability

Changes in fair value of FPS liability

Changes in operating assets and liabilities:

Accrued expenses

Franchise tax payable

Deferred offering costs associated with initial public offering

Payables to related party

Net cash provided by operating activities

Franchise tax payable

Deferred offering costs associated with the initial public offering

Net cash used in operating activities

Cash flows from investing activities

Cash deposited to Trust Account

Proceeds from Trust Account to pay franchise taxes

Cash deposited in Trust Account

( 300,000,000 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 300,000,000 )

Cash flows from financing activities

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from related party – Sponsor loan

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The accompanying notes are an integral part

of these unaudited condensed financial statements.

of these unaudited condensed consolidated 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 CONSOLIDATED FINANCIAL

Note 1—Description of Organization, Business Operations

and Basis of Presentation

CF Acquisition Corp.

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(the “Business Combination”).

On December 6, 2021, 1000045707 Ontario Inc., an Ontario corporation and a direct wholly owned

subsidiary of the Company, and 1000045728 Ontario Inc., an Ontario corporation and an indirect, wholly owned subsidiary of the Company

were incorporated (collectively referred to as the “subsidiaries”).

The subsidiaries were incorporated for the purposes of

consummating the Transactions (as defined below).

Although the Company is

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risks associated with early stage and emerging growth companies.

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).

As of March 31, 2022, the Company had not commenced

All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial

Public Offering”) described below, and 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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The registration statement for the Initial Public Offering was declared effective by the U.S.

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

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

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

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

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

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

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

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

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

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

Each warrant will become exercisable on the later of 30

days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years

after the completion of the Business Combination, or earlier upon redemption or liquidation.

Each warrant will become exercisable 30 days after the

completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption

or liquidation.

Simultaneously with the closing of the Initial

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

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

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

which may be invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act

of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company

that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of

Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the Trust Account, as described below.

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

“Trust Account”) located in the United States at J.P.

Morgan Chase Bank, N.A., with Continental Stock Transfer &

Trust Company acting as trustee, which may be invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in

any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs

(d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion

of a Business Combination and (ii) the distribution of the Trust Account, as described below.

Initial Business Combination - The Company’s

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be required to register as an investment company under the Investment Company Act.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company will provide the holders of the Public

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The per share amount to be distributed

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

be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

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

There will be no

redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed

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connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined

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

Offering in favor of a Business Combination.

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

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

in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business

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

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

Notwithstanding the foregoing, the Amended and

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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 the Public Shares if the Company does not complete a Business Combination or (ii) with respect

to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public

stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination or (ii) with

respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides

the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

On December 1, 2021, the Company entered into

a Business Combination Agreement (the “Business Combination Agreement”) with Rumble, Inc.

to the Business Combination Agreement and by means of an arrangement under Section 182 of the Business Corporations Act (Ontario)

(the “Arrangement”), subject to the terms and conditions set forth in the Business Combination Agreement and a plan of arrangement

(the “Plan of Arrangement”) to be submitted to the Ontario Superior Court of Justice (Commercial List), upon the closing of

the transactions contemplated by the Business Combination Agreement (the “Closing” and such transactions, the “Transactions”),

in exchange for their respective shares of capital stock of Rumble:

● For each share of Rumble capital

stock held by eligible electing Canadian shareholders of Rumble (“Electing Shareholders”), the Electing Shareholder will

receive a number of exchangeable shares in an indirect, wholly owned Canadian subsidiary of the Company (the “ExchangeCo Shares”)

equal to the quotient obtained by dividing the Price Per Company Share (as defined below) by $10.00 (the “Company Exchange Ratio”),

and such Electing Shareholders shall concurrently subscribe for nominal value for a corresponding number of shares of Class C common

stock of the Company, par value $0.0001 per share (the “Class C Common Stock”), a new class of voting, non-economic shares

of common stock of the Company to be created and issued in connection with the Closing;

● For each share of Rumble capital stock held by all other shareholders of Rumble (“Non-Electing Shareholders”, and collectively with the Electing Shareholders, the “Rumble Shareholders”), such Non-Electing Shareholder will receive a number of shares of Class A common of the Company stock equal to the Company Exchange Ratio.

The “Arrangement

Consideration” means the sum of $ 3,150,000,000 , plus the cash and cash equivalents balance held by Rumble as of

the Closing (net of outstanding indebtedness), plus the aggregate exercise price of all outstanding options to purchase

Rumble stock.

The “Price Per Company Share” is obtained by dividing (x) the Arrangement Consideration by (y) the number of

outstanding shares of capital stock of Rumble (calculated on a fully-diluted basis in accordance with the Business Combination Agreement).

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

In addition, under the

Business Combination Agreement and the Arrangement, all outstanding options and warrants to purchase shares of Rumble capital stock will

be exchanged for a certain number of options and warrants to purchase shares of Class A common stock of the Company, respectively, based

upon formulas set forth in the Business Combination Agreement, including earnout provisions for the options.

At Closing, the Escrow

Portion (as defined below) of the aggregate shares of Class A common stock, shares of Class C Common Stock and ExchangeCo Shares issued

in connection with the Arrangement to the Rumble Shareholders in exchange for their Rumble shares will be set aside in escrow accounts

(the “Forfeiture Escrow Accounts”, and the shares in the Forfeiture Escrow Accounts, the “Forfeiture Escrow Shares”).

“Escrow Portion” means the quotient of (a) 105,000,000 divided by (b) the Arrangement Consideration divided

The Forfeiture Escrow Shares will be held in escrow for five years after the Closing (such period, the “Escrow

Period”), at which time, if not earned and released to the Rumble Shareholders in accordance with the terms of the Business Combination

Agreement, such Forfeiture Escrow Shares will be released to the Company for cancellation.

The Forfeiture Escrow Shares will be earned

and released by the Rumble Shareholders upon the closing price of the Class A common stock of the Company equaling or exceeding targets

of $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of

20 trading days during any 30 consecutive trading day period during the Escrow Period.

In addition, the Forfeiture Escrow Shares are subject

to early vesting in the event of a change of control transaction during the Escrow Period involving payments per share (including the

Forfeiture Escrow Shares vested) exceeding the same target levels set forth above.

Subject to payment of

the applicable exercise price of Exchanged Company Options, the holders thereof will receive corresponding Tandem Option Earnout Shares,

which will be treated substantially the same as the Forfeiture Escrow Shares.

In addition, for an aggregate

purchase price of $ 1.0 million (the “Class D Investment”), upon the Closing and pursuant to a subscription agreement to be

entered into between Christopher Pavlovski, Rumble’s CEO and founder (“Mr.

Pavlovski”) and the Company, the Company

will issue and sell to Mr.

Pavlovski a number of shares of Class D common stock, par value $ 0.001 per share (the “Class D Common

Stock”), a new class of non-economic shares of common stock of the Company carrying the right to multiple votes per share to be

created and issued in connection with the Closing, such that, taking into account the shares of Class A common stock (if any) and Class

C Common Stock to be issued to Mr.

Pavlovski at Closing, upon Closing, Mr.

Pavlovski will have 85 % of the voting power of the Company

on a fully-diluted basis.

Such shares of Class D Common Stock to be issued to Mr.

Pavlovski are expected to be the only issued and outstanding

shares of Class D Common Stock.

Contemporaneously with

the execution of the Business Combination Agreement, the Company entered into separate Subscription Agreements (the “Subscription

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

agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 8.5 million shares of Class A common stock of the

Company (the “PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 85.0 million (the

“PIPE Investments”), with the Sponsor’s Subscription Agreement accounting for up to $ 7.59 million of such aggregate

PIPE Investments.

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary

closing conditions, the substantially concurrent Closing.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Concurrently with the

execution of the Business Combination Agreement, the Company entered into a Share Repurchase Agreement with Mr.

Pavlovski, pursuant to

which the Company agreed to repurchase from Mr.

Pavlovski, upon the Closing, 1.1 million ExchangeCo Shares and redeem a corresponding

number of shares of Class C Common Stock, for a total purchase price of $ 11.0 million.

The closing of the share repurchase is contingent

upon (and will take place immediately following), the Closing.

For more information on the Transactions, the

agreements described above and other related agreements, please see the Forms 8-K filed by the Company with the SEC on December 2, 2021

and the Company’s Registration Statement on Form S-4 in relation to the Transactions, initially filed with the SEC on February 14,

2022 (the “Registration Statement”).

Forward Purchase Contract — In connection

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Failure to Consummate a Business Combination

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

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

— The Company has until February 23, 2023, or a later date approved by the Company’s stockholders in accordance with the Amended

and Restated Certificate of Incorporation, to consummate a Business Combination (the “Combination Period”).

If the Company

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complete a Business Combination within the Combination Period.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The initial stockholders have agreed to waive

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

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

This liability will not apply with respect to any claims

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

or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including

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

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third

party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims

of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company

does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the

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

Liquidity and Capital Resources

As of both September 30, 2021 and December 31,

into a transaction agreement, reduce the amount of funds in the Trust Account below $ 10.00 per share.

This liability will not apply with

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

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

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

Moreover, in the event

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

liability for such third party claims.

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

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

with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or

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

Liquidity and Capital

As of both March 31, 2022 and December 31, 2021,

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

As of March 31, 2022 and December 31, 2021, the Company had a working capital

deficit of approximately $ 3,067,000 and $ 2,516,000 , respectively.

As of March 31, 2022 and December 31, 2021, approximately $ 5,000 and

$ 23,000 , respectively, of interest income earned on funds held in the Trust Account was available to pay taxes.

The Company’s liquidity needs through March

31, 2022 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”) (see Note 4), the proceeds

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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.

As of March 31, 2022 and December 31, 2021, there was approximately $ 1,984,000 and

$ 949,000 , respectively, outstanding under the loans payable by the Company to the Sponsor.

As of March 31, 2022 and December 31, 2021,

these amounts included approximately $ 1,750,000 and $ 949,000 , respectively, outstanding under the Sponsor Loan, and approximately $ 234,000

and $ 0 , respectively, outstanding under the Working Capital Loans.

Based on the foregoing, management believes that

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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 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.

The unaudited condensed consolidated financial

statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which

are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2022 and the results of

operations and cash flows for the periods presented.

Certain information and disclosures normally included in unaudited condensed consolidated

financial statements prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules and regulations.

Interim results are not necessarily indicative

of results for a full year.

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

statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 1, 2021 and

February 19, 2021, respectively.

Interim results are

not necessarily indicative of results for a full year or any future period.

The accompanying unaudited condensed consolidated financial

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

prospectus filed by the Company with the SEC on March 24, 2022 and February 19, 2021, respectively.

Principles of Consolidation

The consolidated financial statements of the Company

include its wholly owned subsidiaries.

All inter-company accounts and transactions are eliminated in consolidation.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Going Concern

In connection with the Company’s going concern

considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification

(“ASC”) 205-40, Presentation of Financial Statements – Going Concern , the Company has until February 23, 2023

to consummate a Business Combination.

The Company’s mandatory liquidation date, if a Business Combination is not consummated, raises

substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments

related to the recovery of the recorded assets or the classification of the liabilities should the Company be unable to continue as a

going concern.

As discussed in Note 1, in the event of a mandatory liquidation, within ten business days, the Company will redeem the

Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest

earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest

to pay dissolution expenses), divided by the number of then outstanding Public Shares.

Emerging Growth 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.

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.

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.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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 consolidated financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the

potential differences in accounting standards used.

Note 2—Summary of Significant Accounting

Use of Estimates

The preparation of financial statements in conformity

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

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

liability and FPS liability.

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

actual results could differ significantly from those estimates.

The preparation of consolidated financial statements

in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and

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

Making estimates requires management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed

at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

One of the more significant accounting estimates included in these consolidated financial

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

Such estimates may be subject to change

as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

2 unchanged sentences

The Company had no cash equivalents in its operating

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.

account as of both March 31, 2022 and December 31, 2021.

The Company’s investments held in the Trust Account as of both March 31,

2022 and December 31, 2021 were comprised of cash equivalents.

Concentration of Credit Risk

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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.

For the three months

ended March 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed

to significant risks on such accounts.

Fair Value of Financial Instruments

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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.

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

Offering Costs Associated with the Initial

3 unchanged sentences

These costs, together with the underwriting

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

discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Warrant and FPS Liability

2 unchanged sentences

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.

and Hedging (“ASC 815”).

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 shares of common stock 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.

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.

the estimated fair value of liability-classified warrants and the FPS are recognized on the consolidated statements of operations in the

period of the change.

The Company accounts for the warrants and FPS

3 unchanged sentences

the fair value of the warrants and FPS.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible

The Company accounts for its Class A common

6 unchanged sentences

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

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 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,

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

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the unaudited condensed financial statement carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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

To the extent that it is more likely than not that deferred tax assets will not be recognized, a valuation allowance would be established

to offset their benefit.

ASC 740 prescribes a recognition threshold that

a tax position is required to meet before being recognized in the unaudited condensed financial statements.

The Company provides for uncertain

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

by tax authorities.

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

the statement of operations.

Net Income (Loss) Per Share of Common Stock

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 both March 31, 2022 and December 31, 2021, 30,000,000 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 consolidated

balance sheets.

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

This method would view the end of the reporting period as if it were also the redemption date for the security.

The change in the

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

Net 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.

Net loss per share of common stock is computed by dividing net loss applicable to

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

The Company applies the

two-class method in calculating earnings per share and allocates net loss pro-rata to shares of Class A common stock subject to possible

redemption, nonredeemable 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 loss of the Company.

associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates

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

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)

in the calculation of diluted earnings per share, because their exercise is contingent upon future events and 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.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The following table reflects the calculation of

basic and diluted net loss per share of common stock:

For the Three Months Ended

March 31, 2022

For the Three Months Ended

March 31, 2021

Basic and diluted net loss per share of common stock

Allocation of net loss

$ ( 7,929,124 )

$ ( 185,013 )

$ ( 1,982,281 )

$ ( 1,945,059 )

$ ( 1,182,806 )

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

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

Basic and diluted net loss per share of common stock

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company complies

with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”) which requires an asset and liability

approach to financial accounting and reporting for income taxes.

Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by tax

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest

and penalties as of both March 31, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations

by major taxing authorities since inception.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40):

In August 2020, the FASB issued Accounting Standards

Update (“ASU”) No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

The standard is expected

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

in an entity’s own equity.

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

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

convertible instruments.

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

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

Management is currently evaluating

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

Management does not believe that any other recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed financial statements.

The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible

instruments and contracts in an entity’s own equity.

The ASU also enhances information transparency by making targeted improvements

to the related disclosures guidance.

Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled

in cash or shares and for convertible instruments.

The new standard will become effective for the Company beginning January 1, 2024, can

be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted.

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company’s management does not believe

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

the Company’s unaudited condensed consolidated financial statements.

Note 3—Initial Public Offering

8 unchanged sentences

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).

due to the underwriter not exercising the over-allotment 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 Private Placement Shares).

Note 4—Related Party Transactions

6 unchanged sentences

Shares, which the Company cancelled.

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

underwriter not exercising the overallotment option, 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

In February 2021, the Sponsor transferred an aggregate of 20,000 Founder Shares to two of the 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.

As a result, the Company recognized approximately $ 15,000 of compensation expense at fair value that was presented

in the Company’s consolidated statements of operations for the three months ended March 31, 2022.

On February 23, 2021, the Sponsor

forfeited 1,125,000 shares of Class B common stock, due to the underwriter not exercising the over-allotment 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 Private Placement Shares), resulting in an aggregate of 7,500,000 Founder Shares outstanding and held by the

Sponsor and two of the independent directors of the Company.

All share and per share amounts have been retroactively adjusted.

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

6 unchanged sentences

in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Private Placement Units

2 unchanged sentences

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

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

(the “Private Placement Warrants”).

Each whole Private Placement Warrant is exercisable for one 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 Private Placement Unit consists of one share of Class A common stock (the “Private Placement

Shares”) and one-fourth of one warrant (each whole warrant, a “Private Placement Warrant”).

Each 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

3 unchanged sentences

after the completion of the initial Business Combination.

The lead underwriter, Cantor Fitzgerald & Co.

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

(see Note 5).

Cantor Fitzgerald & Co.

the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).

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 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 any potential Business

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

the Company’s securities, and assist the Company with its press releases and public filings in connection with any 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 equal to $ 10,500,000 , which is equal to 3.5 % of the gross proceeds of the Initial Public Offering.

Related Party Loans

1 unchanged sentence

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

Prior to closing the Initial

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

The Pre-IPO Note was non-interest bearing and

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

Prior to the closing of 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

4 unchanged sentences

Business Combination.

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

For the three months ended March 31, 2022 and 2021, the Company paid approximately $ 30,000 and $ 12,000 , 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.

As of March 31, 2022 and December 31, 2021, there was approximately $ 1,984,000 and $ 949,000 ,

respectively, outstanding under the loans payable by the Company to the Sponsor.

As of March 31, 2022 and December 31, 2021, these amounts

included approximately $ 1,750,000 and $ 949,000 , respectively, outstanding under the Sponsor Loan, and approximately $ 234,000 and $ 0 , respectively,

outstanding under the Working Capital Loans.

If the Sponsor Loan is insufficient to cover the

8 unchanged sentences

Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As described below in “Subsequent

Events,” the Company entered into a Working Capital Loan on April 21, 2022 in the amount of up to $ 500,000 .

Except for the foregoing,

the terms of any future Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Sponsor pays expenses on the Company’s

1 unchanged sentence

The unpaid balance is included in Payables to related

parties on the accompanying balance sheet.

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.

parties on the accompanying unaudited condensed consolidated balance sheets.

As of March 31, 2022 and December 31, 2021, the Company had

accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of $ 0 and approximately $ 557,000 , respectively.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 5—Commitments and Contingencies

8 unchanged sentences

Underwriting Agreement

The Company granted CF&Co., the lead underwriter

and an affiliate of the Sponsor, a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial

Public Offering price less the underwriting discounts and commissions.

On February 23, 2021, simultaneously with the closing of the Initial

Public Offering, CF&Co.

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

The Company granted CF&Co.

a 45-day option

to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts

and commissions.

On February 23, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co.

advised the Company

that it would not exercise the over-allotment option.

was paid a cash underwriting discount

12 unchanged sentences

Risks and Uncertainties

Management is continuing to evaluate the impact

of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of the unaudited condensed financial statements.

The unaudited condensed financial statements do not include

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

Note 6—Stockholders’ Equity

Management continues to evaluate the impacts of

the COVID-19 pandemic and the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while

it is reasonably possible that the pandemic and the conflict could have an effect on the Company’s financial position, results of

its operations and the Company’s ability to consummate an Initial Business Combination, including the Rumble Business Combination,

the specific impacts are not readily determinable as of the date of the unaudited condensed consolidated financial statements.

The unaudited

condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 6 - Stockholders’ Deficit

Class A Common Stock – The

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.

As of both March 31, 2022 and

December 31, 2021, there were 700,000 shares of Class A common stock issued and outstanding, excluding 30,000,000 shares subject to possible

The outstanding shares of Class A common stock comprise of 700,000 shares included in the Private Placement Units.

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

2 unchanged sentences

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).

As of both March 31, 2022 and December 31, 2021, there were 7,500,000 shares of Class B common

stock issued and outstanding.

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 Shares).

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Prior to the consummation of the Business Combination,

18 unchanged sentences

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

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

directors of the Company.

Information contained in the unaudited condensed financial statements has been retroactively adjusted for this

split and cancellation.

Preferred Stock – The Company

is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other

rights and preferences as may be determined from time to time by the Company’s board of directors.

As of both September 30, 2021

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

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

independent directors of the Company.

Information contained in the unaudited condensed consolidated financial statements has been retroactively

adjusted for this split and cancellation.

Preferred Stock - The Company is

authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations, voting and other rights

and preferences as may be determined from time to time by the Company’s board of directors.

As of both March 31, 2022 and December

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

Note 7 – Warrants

3 unchanged sentences

The Public Warrants will become exercisable

on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public

provided in each case that the Company has an effective registration statement under the Securities Act covering the shares

of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.

30 days after the completion of a Business Combination, provided that the Company has an effective registration statement under the Securities

Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.

The Company has agreed that as soon as practicable,

20 unchanged sentences

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company may redeem the Public Warrants:

5 unchanged sentences

● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

If the Company calls the Public Warrants for redemption,

management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

If the Company calls the Public Warrants for redemption, management

will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described

in the warrant agreement.

The exercise price and number of shares of Class

8 unchanged sentences

Accordingly, the warrants may expire

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

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).

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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).

These three levels of the fair value hierarchy are:

2 unchanged sentences

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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 March

31, 2022 and December 31, 2021, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

March 31, 2022

Quoted Prices

in Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Assets held in Trust Account U.S.

Treasury Securities

Warrant liability

FPS liability

Total Liabilities

December 31, 2021

Quoted Prices

in Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Assets held in Trust Account U.S.

Treasury Securities

$ 300,023,016

3 unchanged sentences

Total Liabilities

Level 1 assets as of September 30, 2021 include

investments in a money market fund that holds U.S.

Level 1 assets as of

both March 31, 2022 and December 31, 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.

uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine

the fair value of its investments.

Warrant Liability

The warrants are accounted for as liabilities

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

The warrant liability is

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

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

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

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

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Initial Measurement

11 unchanged sentences

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.

as of February 23, 2021, with any subsequent changes in fair value recognized in the consolidated 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

9 unchanged sentences

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

(initial measurement)

Risk-free interest rate

3 unchanged sentences

Dividend yield

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Subsequent Measurement

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

During the year ended December 31, 2021, the fair

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

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 year ended December 31, 2021.

There were no transfers into or out of Level 3 fair value measurement during the three months

ended March 31, 2022.

As of March 31, 2022, the aggregate fair values

of the Private Placement Warrants and Public Warrants were approximately $ 0.6 million and $ 25.8 million, respectively.

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

As of December

31, 2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were approximately $ 0.5 million and $ 19.5 million,

respectively.

The following tables present the changes in the fair value of warrant

liability for the period from February 23, 2021 through March 31, 2021 and for the three months ended March 31, 2022:

Private Placement

Warrant Liability

Fair value as of February 23, 2021

1 unchanged sentence

Fair value as of March 31, 2021

Change in valuation inputs or other assumptions (1)

( 2,388,000 )

( 2,443,720 )

Fair value as of June 30, 2021

Private Placement

Warrant Liability

Fair value as of December 31, 2021 (2)

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.

Fair value as of March 31, 2022

(1) Changes in valuation inputs or

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

(2) Due to the use of quoted prices

in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private

Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $ 7.3 million during

the year ended December 31, 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 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:

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 March 31, 2022 and December 31, 2021, the

probability assigned to the consummation of the Business Combination was 95% and 80%, respectively.

The probability was determined based

on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and affiliates

of the Sponsor’s track record for consummating similar transactions.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The following tables present the changes in the

fair value of the FPS liability for the period from February 23, 2021 through March 31, 2021 and for the three months ended March 31,

Fair value as of February 23, 2021

2 unchanged sentences

Fair value as of March 31, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2021

Fair value as of December 31, 2021

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.

Fair value as of March 31, 2022

(1) Changes in valuation inputs or

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

Note 9—Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the financial statements date through the date that the unaudited condensed financial statements were available to

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

condensed financial statements.

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

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

unaudited condensed consolidated financial statements other than the below.

On April 21, 2022, the Company signed a promissory

note in favor of the Sponsor for a Working Capital Loan in the amount of up to $ 500,000 .

On May 13, 2022, the Company filed Amendment No.1

to the Registration Statement with the SEC.

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