What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 496 added, 468 removed, 582 unchanged (62% of the section changed)

6 unchanged sentences

Cash equivalents held in Trust Account

$ 300,896,271

$ 300,594,647

Liabilities and Stockholders’ Deficit:

9 unchanged sentences

Commitments and Contingencies

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

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 June 30, 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

none issued or outstanding as of both June 30, 2022 and December 31, 2021

Class A common stock, $ 0.0001 par value;

160,000,000 shares authorized;

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

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

Class B common stock, $ 0.0001 par value;

40,000,000 shares authorized;

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

7,500,000 shares issued and outstanding as of both June 30, 2022 and December 31, 2021

Additional paid-in-capital

Accumulated deficit

( 18,333,263 )

( 26,997,458 )

Total Stockholders’ Deficit

( 18,156,833 )

( 26,835,663 )

Total Liabilities and Stockholders’ Deficit

$ 300,896,271

$ 300,594,647

The accompanying notes are an integral part

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

General and administrative costs

2 unchanged sentences

Loss from operations

( 1,259,336 )

Interest income on investments held in Trust Account

1 unchanged sentence

Changes in fair value of FPS liability

( 3,023,766 )

Net income (loss) before provision for income tax

( 1,372,278 )

Income tax provision for income taxes

Net income (loss)

$ ( 1,372,278 )

Weighted average number of shares of common stock outstanding:

2 unchanged sentences

Class B - Common stock

Basic and diluted net loss per share of common stock:

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

Class A - Public shares

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT (UNAUDITED)

For the Three Months Ended March 31, 2022 and

IN STOCKHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30,

Stockholders’

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$ ( 36,917,446 )

Balance – June 30, 2022

$ ( 18,333,263 )

$ ( 18,156,833 )

For the Three and Six Months Ended June 30,

Stockholders’

Balance – December 31, 2020

11 unchanged sentences

$ ( 12,261,737 )

Balance – June 30, 2021

$ ( 10,461,585 )

$ ( 10,460,765 )

(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.

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flows from operating activities

$ ( 10,096,418 )

Net income (loss)

$ ( 1,372,278 )

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

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

General and administrative expenses paid by related party

2 unchanged sentences

Changes in fair value of warrant liability

( 9,285,982 )

( 2,244,937 )

Changes in fair value of FPS liability

7 unchanged sentences

Proceeds from Trust Account to pay franchise taxes

Purchases of cash equivalents held in Trust Account

( 600,009,095 )

Sales and maturities of cash equivalents held in Trust Account

Cash deposited in Trust Account

39 unchanged sentences

risks associated with early stage and emerging growth companies.

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

As of June 30, 2022, the Company had not commenced

All activity through June 30, 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 has generated non-operating income in the form of interest income on investments in U.S.

government debt securities and money

market funds that invest in U.S.

government debt securities classified as 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

The Company’s sponsor is CFAC Holdings VI,

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Following the closing of the Initial Public Offering

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

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

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

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

sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (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 &

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

Initial Business Combination - The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale

of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a

Business Combination.

Initial Business Combination – The

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

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

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

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

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

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

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

initial Business Combination.

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

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

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

CF ACQUISITION CORP.

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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;

Business Combination Agreement –

On December 1, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with

Pursuant 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

● 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).

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.

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.

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 by $10.00.

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

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

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.

Pavlovski will have 85 % of the voting power of the Company on a fully-diluted basis.

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

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 issuance of

the PIPE Shares is contingent upon the closing of the Business Combination with Rumble and, therefore, do not affect the shares subject

to possible redemption as of June 30, 2022.

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”).

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, the Company’s

Registration Statement on Form S-4 in relation to the Transactions, initially filed with the SEC on February 14, 2022, as amended, and

declared effective on August 11, 2022 (File No.

333-262725) (the “Rumble Registration Statement”), and the definitive proxy

statement/prospectus, dated August 11, 2022, and filed by the Company with the SEC on August 12, 2022 (the “Proxy Statement”).

Forward Purchase Contract — In connection

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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 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

Liquidity and Capital Resources

As of June 30, 2022 and December 31, 2021, the

Company had approximately $ 215,000 and $ 25,000 , respectively, of cash in its operating account.

As of June 30, 2022 and December 31, 2021,

the Company had a working capital deficit of approximately $ 3,680,000 and $ 2,516,000 , respectively.

As of June 30, 2022 and December 31,

2021, approximately $ 346,000 and $ 23,000 , respectively, of interest income earned on funds held in the Trust Account was available to

The Company’s liquidity needs through June

30, 2022 have been satisfied through a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a

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

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.

On April 21, 2022, the Company entered into a

Working Capital Loan (the “2022 Working Capital Loan”) with the Sponsor in the amount of up to $ 500,000 in connection with

advances the Sponsor will make to the Company for working capital expenses.

The 2022 Working Capital Loan bears no interest and is due

and payable on the date on which the Company consummates its initial Business Combination.

The principal balance may be prepaid at any

As of June 30, 2022 and December 31, 2021, there

was approximately $ 2,173,000 and $ 949,000 , respectively, outstanding under the loans payable by the Company to the Sponsor.

30, 2022 and December 31, 2021, these amounts included $ 1,750,000 and approximately $ 949,000 , respectively, outstanding under the Sponsor

Loan, and approximately $ 423,000 and $ 0 , respectively, outstanding under the Working Capital Loans.

Based on the foregoing, management believes that

5 unchanged sentences

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Basis of Presentation

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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

are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2022 and the results of

operations and cash flows for the periods presented.

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Going Concern

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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.

The consummation of the Business Combination pursuant

to the Business Combination Agreement is subject to, among other closing conditions, the approval of the stockholders of the Company,

and other terms and conditions as described in the Current Reports on Form 8-K filed by the Company with the SEC on December 2, 2021,

the Rumble Registration Statement and the Proxy Statement.

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.

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.

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 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

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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.

One of the more significant accounting estimates included in these unaudited condensed

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 both March 31, 2022 and December 31, 2021.

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

account as of both June 30, 2022 and December 31, 2021.

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

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

3 unchanged sentences

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

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.

For the three and six

months ended June 30, 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

1 unchanged sentence

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

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

in the condensed 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

41 unchanged sentences

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

Accordingly, as of both June 30, 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 condensed

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

Net Loss Per Share of 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

Net Income (Loss) Per Share of Common Stock

The Company complies with the accounting and disclosure

requirements of ASC 260, Earnings Per Share .

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

stockholders by the weighted average number of shares of common stock outstanding 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

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 and allocates net income (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 income (loss) of

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

value approximates fair value.

The Company has not considered the effect of the

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The following table reflects the calculation of

basic and diluted net loss per share of common stock:

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

For the Three Months Ended

March 31, 2022

June 30, 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 )

June 30, 2021

Basic and diluted net income per share of common stock

Allocation of net income

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

Basic and diluted net income per share of common stock

For the Six Months Ended

June 30, 2022

For the Six Months Ended

June 30, 2021

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

Allocation of net income (loss)

$ ( 996,680 )

1 unchanged sentence

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

Basic and diluted net loss per share of common stock

Basic and diluted net income (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.

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.

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.

As both of June 30, 2022 and December 31, 2021, the Company had deferred tax assets with

a full valuation allowance recorded against them.

ASC 740 prescribes a recognition threshold and

3 unchanged sentences

No amounts were accrued for the payment of interest

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

and penalties as of both June 30, 2022 and December 31, 2021.

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

2 unchanged sentences

by major taxing authorities since inception.

The Company’s current taxable income primarily

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

The Company’s general and administrative costs are generally

considered start-up costs and are not currently deductible.

During the three and six months ended June 30, 2022 and 2021, the Company

recorded income tax expense of approximately $ 9,700 and $ 0 , respectively.

The Company’s effective tax rate for the three and six

months ended June 30, 2022 and 2021 was 0.1 % and 0 %, respectively, which differs from the federal statutory rate mainly due to the change

in the fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start-up costs which are currently not

deductible as they are deferred for tax purposes, partially offset by release of a portion of the valuation allowance against net operating

losses utilized in the current year.

Recent Accounting Pronouncements

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directors of the Company.

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.

As a result, the Company recognized no compensation expense and approximately $ 15,000 of compensation expense

at fair value that was presented in the Company’s consolidated statements of operations for the three and six months ended June

30, 2022, respectively.

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.

The Founder Shares will automatically convert into shares of Class A common stock at the

time of the consummation of the Business Combination and are subject to certain transfer restrictions.

The initial stockholders have agreed, subject

49 unchanged sentences

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

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

Business Combination.

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

the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the

Company’s initial Business Combination.

For both the three months ended June 30, 2022 and 2021, the Company paid $ 30,000 for office

space and administrative fees.

For the six months ended June 30, 2022 and 2021, the Company paid $ 60,000 and approximately $ 42,000 respectively,

for office space and administrative fees.

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

As of June 30, 2022 and December 31, 2021, there was approximately $ 2,173,000 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.

As of June 30, 2022 and December 31, 2021, these amounts

included $ 1,750,000 and approximately $ 949,000 , respectively, outstanding under the Sponsor Loan, and approximately $ 423,000 and $ 0 , respectively,

outstanding under the Working Capital Loans (as defined below).

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.

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.

On April 21, 2022, the Company entered

into the 2022 Working Capital Loan with the Sponsor in the amount of up to $ 500,000 .

The 2022 Working Capital Loan bears no interest and

is due and payable on the date on which the Company consummates its initial Business Combination.

The principal balance may be prepaid

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 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.

parties on the accompanying condensed consolidated balance sheets.

As of June 30, 2022 and December 31, 2021, the Company had accounts

payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $ 190,000 and $ 557,000 , respectively.

CF ACQUISITION CORP.

34 unchanged sentences

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.

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

1 unchanged sentence

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

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

As of both June 30, 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 redemption.

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.

The shares of Class

A common stock included in the Private Placement Units do not contain the same redemption features contained in the Public Shares.

Class B Common Stock – The

2 unchanged sentences

are entitled to one vote for each share.

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

As of both June 30, 2022 and December 31, 2021, there were 7,500,000 shares of Class B common

stock issued and outstanding.

2 unchanged sentences

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,

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

Holders of Class A common stock are not entitled

to vote on the election of directors during such time.

Holders of Class A common stock and Class B common stock vote together as a single

class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically

convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment.

the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts

offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common

stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of

Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares

of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted

basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering

plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination

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

In October 2020, the Sponsor returned to the Company,

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

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

On February 23, 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 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

Public Warrants may only be exercised for a whole

number of shares.

ACQUISITION CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Holders of Class A common stock are not entitled to vote on the election of directors during such time.

Holders of Class A common stock

and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required

shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination

on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities,

are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business

Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless

the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance

or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock

will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding

upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed

issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any

seller in the Business Combination).

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

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

On February 23, 2021, the Sponsor forfeited 1,125,000 shares of Class B common stock, resulting in an aggregate of 7,500,000 Founder

Shares outstanding and held by the Sponsor and 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.

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.

June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable

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,

but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable

best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common

stock issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable best efforts to cause the same to

become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the

expiration of the Public Warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the foregoing, if a registration

statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified

period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants

on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to

the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private

Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to

certain limited exceptions.

Additionally, the Private Placement Warrants will

be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement

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:

in whole and not in part;

at a price of $0.01 per warrant;

at any time during the exercise period;

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

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

The Public Warrants will become exercisable 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.

Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,

the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under

the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants.

The Company will use its commercially

reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a

current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the

Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until

such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective

registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities

Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to

exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the completion of a Business Combination

or earlier upon redemption or liquidation.

Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock

issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion

of a Business Combination, subject to certain limited exceptions.

Additionally,

the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial

purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or

their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the

same basis as the Public Warrants.

ACQUISITION CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company may redeem the Public Warrants:

and not in part;

at a price of $0.01 per

at any time during the

exercise period;

upon a minimum of 30 days’

prior written notice of redemption;

if, and only if, the last

reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading

day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant

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

If the Company calls the Public Warrants for redemption, management

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

in the warrant agreement.

The exercise price and number of shares of Class

A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend,

or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of Class A common

stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire

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).

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.

exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances

including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will

not be adjusted for issuance of Class A common stock at a price below its exercise price.

Additionally, in no event will the Company

be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to

their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect

to such warrants.

Accordingly, the warrants may expire worthless.

Value Measurements on a Recurring Basis

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.

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

and the lowest priority to unobservable inputs (Level 3 measurements).

These three levels of the fair value hierarchy are:

Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets;

Level 2 measurements - inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

Level 1 measurements -

unadjusted observable inputs such as quoted prices for identical instruments in active markets;

Level 2 measurements -

inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar

instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3 measurements -

unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such

as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

ACQUISITION CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis as of June 30, 2022 and December 31, 2021, and indicate the fair value hierarchy of the inputs that the Company utilized to determine

such fair value.

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

held in Trust Account - U.S.

government debt securities

$ 300,346,262

Observable Inputs

Significant Other

Unobservable Inputs

Assets held in Trust Account U.S.

Treasury Securities

held in Trust Account - U.S.

government debt securities

$ 300,023,016

Warrant liability

FPS liability

Total Liabilities

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.

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 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

The Company established the initial fair value

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

The Public Warrants and Private Placement

Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”).

The Company allocated

the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock

and one-fourth of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common

stock and one-fourth of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the warrants based on

their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject

to possible redemption.

The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The Company utilized the OPM to value the warrants

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

rate was based on the U.S.

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

the warrants.

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

The dividend rate was

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

The aforementioned warrant liability is not subject to

qualified hedge accounting.

The following table provides quantitative information

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

Risk-free interest rate

1 assets as of both June 30, 2022 and December 31, 2021 include investments in a money market fund classified as cash equivalents;

fund holds U.S government debt 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.

warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s

consolidated 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 consolidated statement of operations.

ACQUISITION CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company established the initial fair value for the warrants on February 23, 2021, the date of the closing of the Initial Public Offering.

The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the

The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive

of one share of Class A common stock and one-fourth of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive

of one share of Class A common stock and one-fourth of one Private Placement Warrant), and (iii) the issuance of Class B common stock,

first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the shares

of Class A common stock subject to possible redemption.

The warrants were classified as Level 3 at the initial measurement date due to

the use of unobservable inputs.

Company utilized the OPM to value 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 rate was based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity

similar to the expected remaining life of the warrants.

The expected life of the warrants was assumed to be equivalent to their remaining

contractual term.

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

The aforementioned

warrant liability is not subject to qualified hedge accounting.

following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the warrants

as of February 23, 2021:

Risk-free interest

Expected term (years)

2 unchanged sentences

Dividend yield

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Subsequent Measurement

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.

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

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 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 year ended December 31, 2021.

There were no transfers into or out of Level 3 fair

value measurement during the three and six months ended June 30, 2022.

ACQUISITION CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following tables present the changes in the fair value of warrant liability for the three and six months ended June 30, 2022, for the

period from February 23, 2021 through March 31, 2021, and for the three months ended June 30, 2021:

Fair value as of December 31, 2021

in valuation inputs or other assumptions (1)

Fair value as of March 31, 2022

in valuation inputs or other assumptions (1)

( 15,337,500 )

( 15,695,375 )

value as of June 30, 2022

Fair value as of February 23, 2021

Change in valuation inputs or other assumptions (1)

in valuation inputs or other assumptions (1)

Fair value as of March 31, 2021

Private Placement

Warrant Liability

in valuation inputs or other assumptions (1)

( 2,388,000 )

( 2,443,720 )

value as of June 30, 2021 (2)

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 three and six months ended June 30, 2021.

liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement.

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

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.

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

As of June 30, 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.

ACQUISITION CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following tables present the changes in the fair value of the FPS liability for the three and six months ended June 30, 2022, for the

period from February 23, 2021 through March 31, 2021, and for the three months ended June 30, 2021:

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

in valuation inputs or other assumptions (1)

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 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,

in valuation inputs or other assumptions (1)

( 3,336,623 )

value as of June 30, 2022

Fair value as of February 23, 2021

Change in valuation inputs or other assumptions (1)

in valuation inputs or other assumptions (1)

( 1,070,164 )

Fair value as of March 31, 2021

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

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 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.

in valuation inputs or other assumptions (1)

value as of June 30, 2021

Changes in valuation inputs

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

9—Subsequent Events

Company evaluated subsequent events and transactions 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.

The Rumble Registration Statement, initially filed with the SEC on

February 14, 2022, was declared effective by the SEC on August 11, 2022.

In addition, on August 11, 2022, the Company and Rumble issued

a joint press release announcing that (i) the SEC declared effective the Rumble Registration Statement, (ii) the Company has established

July 25, 2022 as the record date for the special meeting of its stockholders to be held in connection with the previously announced business

combination with Rumble (the “Special Meeting”), and (iii) the Special Meeting will be held on September 15, 2022.

12, 2022, the Company filed the Proxy Statement in connection with the Special Meeting (see Note 1) to approve the Business Combination

Agreement and the other proposals set forth in the Proxy Statement.

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