What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2021-11-15 · 179 added, 144 removed, 85 unchanged (79% of the section changed)

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The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto

contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

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

notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

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in our other Securities and Exchange Commission (“SEC”) filings.

We are a blank check company

incorporated in Delaware on April 17, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses (the “Initial Business Combination”).

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

We are a blank check company incorporated in Delaware

on April 17, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

similar business combination with one or more businesses (the “Initial Business Combination”).

Our sponsor is CFAC Holdings

VI, LLC (the “Sponsor”).

Although we are not limited in our search for

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Our registration statement for our initial public

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

On February 23, 2021, we consummated

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

in the Units sold, the “Public Shares”), at a purchase price of $10.00 per Unit, generating gross proceeds of $300,000,000.

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

Each whole warrant entitles the holder

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

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

the completion of the Initial Business Combination or February 23, 2022 (12 months from the closing of the Initial Public Offering) and

will expire 5 years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation.

offering (the “Initial Public Offering”) became effective on February 18, 2021.

On February 23, 2021, we consummated the Initial

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

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

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

Each whole warrant entitles the holder to

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

Each warrant will become exercisable 30 days after the completion of

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

or liquidation.

Simultaneously with the closing of the Initial

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

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

which may be invested only in U.S.

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

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

that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7

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

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

the distribution of the Trust Account, as described below.

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 us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of

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

(i) the completion of an Initial Business Combination

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

We have until February 23, 2023 (24 months from

the closing of the Initial Public Offering), or a later date approved by our stockholders in accordance with the Amended and Restated

Certificate of Incorporation (the “Combination Period”).

If we are unable to complete the Initial Business Combination by

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

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

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

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

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

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

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

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

of other applicable law.

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

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

Liquidity and Capital Resources

As of both September 30, 2021 and December 31,

Certificate of Incorporation, to consummate an Initial Business Combination (the “Combination Period”).

If we are unable to

complete an Initial Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

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

funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights

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

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

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

and the requirements of other applicable law.

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

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

Liquidity and Capital

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

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

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

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

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

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

Our liquidity needs through September 30, 2021

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

As of March 31, 2022 and December 31, 2021, we had a working capital deficit of approximately

$3,067,000 and $2,516,000, respectively.

As of March 31, 2022 and December 31, 2021, we had approximately $5,000 and $23,000, respectively,

of interest income from the Trust Account available to pay taxes (less up to $100,000 of interest to pay dissolution expenses).

Our 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”), the proceeds from the consummation of the Private

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completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with the Initial Business

Combination, our Sponsor has committed up to $1,750,000 to be provided to us to fund our expenses relating to investigating and selecting

a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination

(the “Sponsor Loan”).

If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers

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

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

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

In addition, in order to finance transaction costs in connection with an Initial Business Combination,

the Sponsor has committed up to $1,750,000 to be provided to us to fund our expenses relating to investigating and selecting a target

business and other working capital requirements after the Initial Public Offering and prior to our Initial Business Combination (the “Sponsor

If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors

may, but are not obligated to, provide us additional loans (“Working Capital Loans”).

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 us to the Sponsor.

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

we will have sufficient working capital and borrowing capacity from the Sponsor to meet our needs through the earlier of the consummation

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

Over this time period, we will be using these funds for

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

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

of an Initial Business Combination or one year from the date of this report.

Over this time period, we will be using these funds for paying

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

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

the Initial Business Combination.

Results of Operations

Our entire activity from inception through September

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

toward locating and completing a suitable Initial Business Combination.

We have neither engaged in any operations nor generated any revenues

We will not generate any operating revenues until after completion of our Initial Business Combination.

We will generate non-operating

income in the form of interest income on investments held in the Trust Account.

We expect to incur increased expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2021,

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

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

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

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

For the nine months ended September 30, 2021,

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

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

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

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

held in the Trust Account.

Our entire activity from inception through March

31, 2022 related to our formation, the Initial Public Offering, and to our efforts towards locating and completing a suitable Initial

Business Combination.

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

We will not generate any operating

revenues until after completion of our Initial Business Combination.

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

on investments held in the Trust Account.

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

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

For the three months ended March 31, 2022, we

had a net loss of approximately $10,096,000, which consisted of approximately $6,409,000 of loss from the change in fair value of warrant

liability, approximately $3,038,000 of loss from the change in fair value of FPS liability, approximately $576,000 of general and administrative

expenses, $50,000 of franchise tax expense, and $30,000 of administrative expenses paid to the Sponsor, partially offset by approximately

$7,000 of interest income on investments held in the Trust Account.

For the three months ended March 31, 2021, we

had a net loss of approximately $3,173,000, which consisted of approximately $2,789,000 of loss from the change in fair value of FPS liability,

approximately $199,000 of loss from the change in fair value of warrant liability, approximately $135,000 of general and administrative

expenses, approximately $38,000 of franchise tax expense, and approximately $12,000 of administrative expenses paid to the Sponsor.

Contractual Obligations

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an affiliate of the Sponsor, as an advisor in connection with the Initial Business Combination to assist us in holding meetings with our

stockholders to discuss the Initial Business Combination and the target business’ attributes, introduce us to potential investors

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

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

stockholders to discuss any potential Initial Business Combination and the target business’ attributes, introduce us to potential

investors that are interested in purchasing our securities and assist us with our press releases and public filings in connection with

any Initial Business Combination.

We will pay CF&Co.

fee for such services upon the consummation of the Initial Business Combination in an amount of $10,500,000, which is equal to 3.5% of

the gross proceeds of the Initial Public Offering.

a cash fee for such services upon the consummation of the Initial Business Combination

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

Related Party Loans

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

Offering and prior to the Initial Business Combination.

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

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

The Sponsor pays expenses on our behalf.

the Sponsor for such expenses paid on our behalf.

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

Offering and prior to our Initial Business Combination.

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 us 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.

The Sponsor pays expenses on our behalf and we

reimburse the Sponsor for such expenses paid on our behalf.

As of March 31, 2022 and December 31, 2021, we had accounts payable outstanding

to the Sponsor for such expenses paid on our behalf of $0 and approximately $557,000, respectively.

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Use of Estimates

The preparation of our unaudited condensed financial

statements and related disclosures in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

These accounting

estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation.

To the extent actual

experience differs from the assumptions used, our unaudited condensed balance sheets, unaudited condensed statements of operations and

unaudited condensed statements of cash flows could be materially affected.

We believe that the following accounting policies involve a

higher degree of judgment and complexity.

The preparation of our unaudited condensed consolidated

financial statements and related disclosures in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited

condensed consolidated financial statements.

These accounting estimates require the use of assumptions about matters, some of which are

highly uncertain at the time of estimation.

Management bases its estimates on historical experience and on various other assumptions it

believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates

on an ongoing basis.

To the extent actual experience differs from the assumptions used, our unaudited condensed consolidated balance sheets,

unaudited condensed consolidated statements of operations, unaudited condensed consolidated statements of stockholders’ deficit

and unaudited condensed consolidated statements of cash flows could be materially affected.

We believe that the following accounting policies

involve a higher degree of judgment and complexity.

Going Concern

In connection with our going concern considerations

in accordance with guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-40,

Presentation of Financial Statements – Going Concern , we have until February 23, 2023 to consummate an Initial Business Combination.

Our mandatory liquidation date, if an Initial Business Combination is not consummated, raises substantial doubt about our ability to continue

as a going concern.

Our financial statements included in this report do not include any adjustments related to the recovery of the recorded

assets or the classification of the liabilities should we be unable to continue as a going concern.

In the event of a mandatory liquidation,

within ten business days, we 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 us 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

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the new or revised standard at the time private companies adopt the new or revised standard.

Warrant and Forward Purchase Securities Liability

Warrant and FPS Liability

We account for our outstanding public warrants

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

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

(“ASC”) 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity , under which the warrants and FPS

do not meet the criteria for equity classification and must be recorded as liabilities.

As both the public and private placement warrants

and FPS meet the definition of a derivative under ASC 815, Derivatives and Hedging, they are measured at fair value at inception

and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement , with any subsequent changes in fair

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

Class A Common Stock Subject to Possible

such securities, the “FPS”) in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s

Own Equity , under which the warrants and the FPS do not meet the criteria for equity classification and must be recorded as liabilities.

As both the public and private placement warrants and the FPS meet the definition of a derivative under ASC 815, Derivatives and Hedging ,

they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement ,

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

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject

to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity .

Shares of Class A

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

conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that

are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

are classified as temporary equity.

Shares of Class A common

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

Shares of conditionally

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

of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary

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

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

of uncertain future events.

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

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

of our balance sheet.

We recognize any subsequent changes in redemption value immediately as they occur and adjust the carrying value

of redeemable Class A common stock to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, we recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock.

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

Net Income (Loss) Per Share of Common Stock

All of the Public Shares feature

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

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 our balance sheets.

We recognize any subsequent changes in redemption

value immediately as they occur and adjust the carrying value of redeemable shares of Class A common stock to the redemption value at

the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial

book value to redemption amount value of redeemable Class A common stock.

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 shares of Class A common stock also

resulted in charges against Additional paid-in capital and Accumulated deficit.

Net Loss Per Share of Common Stock

We comply with the accounting and disclosure requirements

of ASC 260, Earnings Per Share .

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

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

We apply the two-class

method in calculating earnings per share.

Accretion associated with the redeemable shares of Class A common stock is excluded from earnings

per share as the redemption value approximates fair value.

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.

We apply the two-class method in calculating

earnings per share and allocate 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.

Accretion associated with the redeemable shares

of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

We have not considered the effect of the warrants

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

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

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

Off-Balance Sheet Arrangements and Contractual Obligations

As of September 30, 2021, we did not have

any off-balance sheet arrangements as defined in Item 303(a)(4)(ii)

of Regulation S-K and did not have any commitments or contractual obligations.

Recent Accounting Pronouncements

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

the calculation of diluted earnings per share, 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.

See Note 2—“Summary of Significant

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

information regarding recent accounting pronouncements.

Accounting Policies” to our unaudited condensed consolidated financial statements in Part I, Item 1 of this report for additional

information regarding these critical accounting policies and other significant accounting policies.

Factors That May Adversely Affect Our Results of Operations

Our results of operations and our ability to complete

an Initial Business Combination, including the business combination with Rumble, Inc.

as described in our consolidated financial statements

included in this report (the “Rumble Business Combination”), may be adversely affected by various factors that could cause

economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our business could be impacted by,

among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest

rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including

resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may

negatively impact our business and our ability to complete an Initial Business Combination, including the Rumble Business Combination.

Off-Balance Sheet Arrangements and Contractual Obligations

As of March 31, 2022, we did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

Quantitative and Qualitative Disclosures

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis