What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-12 · 780 added, 683 removed, 171 unchanged (90% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current Assets:

3 unchanged sentences

$ 251,026,554

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:

7 unchanged sentences

Total Liabilities

Commitments and Contingencies (Note 5)

Class A common stock, 23,582,375 and 0 shares subject to possible redemption at $ 10.00 per share as of June 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity

Commitments and Contingencies

Class A common stock subject to possible redemption, 25,000,000 and 0 shares at redemption value of $ 10.00 per share as of September 30, 2021 and December 31, 2020, respectively

Stockholders’ Equity (Deficit)

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

none issued and outstanding as of both June 30, 2021 and December 31, 2020

none issued and outstanding as of both September 30, 2021 and December 31, 2020

Class A common stock, $ 0.0001 par value;

160,000,000 shares authorized, 1,957,625 issued and outstanding (excluding 23,582,375 shares subject to possible redemption) as of June 30, 2021 and no shares issued and outstanding as of December 31, 2020

160,000,000 shares authorized, 540,000 issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of September 30, 2021 and no shares issued and outstanding as of December 31, 2020

Class B common stock, $ 0.0001 par value;

40,000,000 shares authorized, 6,250,000 and 6,325,000 (1) shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

40,000,000 shares authorized, 6,250,000 and 6,325,000 (1) shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

Additional paid-in-capital

1 unchanged sentence

( 10,232,052 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders’ Equity (Deficit)

( 10,231,373 )

(1) This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor.

This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split (see Note 6).

The accompanying

notes are an integral part of these unaudited condensed financial statements.

Total Liabilities and Stockholders’ Equity (Deficit)

$ 251,026,554

This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split.

On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS

OF OPERATIONS

CONDENSED STATEMENTS OF OPERATIONS

For the Three

September 30, 2021

For the Period from July 8, 2020 (Inception) through September 30, 2020

General and administrative costs

2 unchanged sentences

Loss from operations

( 1,227,358 )

( 1,744,754 )

Interest income on investments held in Trust Account

2 unchanged sentences

( 2,000,816 )

Net income (loss)

$ ( 1,055,126 )

$ ( 2,440,529 )

Weighted average number of shares of common stock outstanding:

2 unchanged sentences

Class B - Common stock (1)

Basic and diluted net income (loss) per share:

Basic and diluted loss per share:

Class A - Public shares

3 unchanged sentences

On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

The accompanying notes

are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2021

Stockholders’

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT)

For the Three and Nine Months Ended September 30, 2021

Total Stockholders’

Balance - December 31, 2020

6,325,000 (1)

Sale of Class A common stock to public

Underwriters’ discount and offering expenses

( 4,897,322 )

Sale of private placement units

Sale of Private Placement Class A common stock

Forfeiture of common stock to sponsor at $ 0.0001 par value

Shares subject to possible redemption

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

( 5,248,470 )

5 unchanged sentences

$ ( 9,614,637 )

Shares subject to possible redemption

$ ( 9,613,958 )

Balance – June 30, 2021

$ ( 9,176,926 )

(1) This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over- allotment option is not exercised in full or in part by the underwriters.

$ ( 9,176,247 )

( 1,055,126 )

Balance – September 30, 2021

$ ( 10,232,052 )

$ ( 10,231,373 )

This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split.

On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

The accompanying notes

are an integral part of these unaudited condensed financial statements.

For the Period from July 8 (Inception) through September 30, 2020

Stockholders’

Balance – July 8, 2020

Issuance of Class B common stock to Sponsor

Balance – September 30, 2020

(1) This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

This number has been adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split.

On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENT

OF CASH FLOWS

For the Six Months

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months

September 30,

For the Period from July 8, 2020

September 30,

Cash flows from operating activities:

10 unchanged sentences

Payables to related party

Net cash used in operating activities

Net cash provided by operating activities

Cash flows from investing activities:

4 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from related party – Sponsor loan

11 unchanged sentences

Prepaid expenses paid with payables to related party

Changes in Class A common stock subject to possible redemption

$ 235,823,750

The accompanying notes

are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1—Description of Organization, Business Operations and Basis of Presentation

Acquisition Corp.

VIII (the “Company”) was incorporated in Delaware on July 8, 2020.

The Company was formed 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 “Business Combination”).

the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business

Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services,

technology and software industries.

The Company is an early stage and emerging growth company and, as such, the Company is subject to

all of the risks associated with early stage and emerging growth companies.

of June 30, 2021, the Company had not commenced operations.

All activity through June 30, 2021 relates to the Company’s formation

and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, relates

to the Company’s efforts toward locating and completing a suitable Business Combination.

The Company will not generate any operating

revenues until after the completion of its initial Business Combination, at the earliest.

The Company has generated non-operating income

in the form of interest income on investments in money market funds that invest in U.S.

Treasury Securities and cash equivalents from

the proceeds derived from the Initial Public Offering and recognized changes in the fair value of warrant liability and FPS (as defined

below) liability as other income (expense).

Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”).

The registration statements for the Initial Public Offering

became effective on March 11, 2021.

On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each,

a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”),

including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $ 10.00

per Unit, generating gross proceeds of $ 250,000,000 , which is described in Note 3.

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 Business Combination or

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

earlier upon redemption or liquidation.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”)

at a price of $ 10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $ 5,400,000 , which

is described in Note 4.

The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will

be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).

costs amounted to approximately $ 4,900,000 , consisting of $ 4,500,000 of underwriting fees and approximately $ 400,000 of other costs.

the closing of the Initial Public Offering and sale of Private Placement Units on February 23, 2021, an amount of $ 250,000,000 ($ 10.00

per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see

Note 4) was placed in a trust account (“Trust Account”) located in the United States at UMB Bank, N.A., with Continental

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

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting

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

the earlier of:

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

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.

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

Combination successfully.

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.

Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a

portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called

to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public stockholders

will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per Public

The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing

Fee (as defined below in Note 4).

There will be no redemption rights upon the completion of a Business Combination with respect to the

Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001

either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor

of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote

for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended,

the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business

If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder

approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to

the proxy rules and not pursuant to the tender offer rules.

Additionally, each public stockholder may elect to redeem their Public Shares

irrespective of whether they vote for or against the proposed Business Combination.

If the Company seeks stockholder approval in connection

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

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

in favor of a Business Combination.

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

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

Notwithstanding

the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under

Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its

shares with respect to more than an aggregate of 15 % or more of the Class A common stock sold in the Initial Public Offering, without

the prior consent of the Company.

Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment

to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation

to allow redemption in connection with its Business Combination or to redeem 100 % of its Public Shares if the Company does not complete

a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination

activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with

any such amendment.

Purchase Contract — In connection with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract

with the Company (the “FPA”), to purchase, in a private placement for gross proceeds of $ 10,000,000 to occur concurrently

with the consummation of an initial Business Combination, 1,000,000 of the Company’s Units on substantially the same terms as the

sale of Units in the Initial Public Offering at $ 10.00 per Unit, and 250,000 shares of Class A common stock (for no additional consideration)

(the securities issuable pursuant to the FPA, the “FPS”).

The funds from the sale of Units will be used as part of the consideration

to the sellers in the initial Business Combination;

any excess funds from this private placement will be used for working capital in

the post-transaction company.

This commitment is independent of the percentage of stockholders electing to redeem their Public Shares

and provides the Company with a minimum funding level for the initial Business Combination.

to Consummate a Business Combination – The Company has until March 16, 2022 to consummate a Business Combination (or a later

date approved by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation, the “Combination

If the Company is unable to complete a Business Combination by the end of the Combination Period, the Company 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 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, 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

the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of

clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants,

which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination within the Combination Period.

However, if the initial stockholders acquire Public Shares in or after the Initial

Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the

Company fails to complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible that

the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $ 10.00

per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be

liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective

target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim

of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of

the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not

be responsible to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor

will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective

target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,

interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s independent registered public

accounting firm.

and Capital Resources

of June 30, 2021 and December 31, 2020, the Company had $ 66,065 and $ 25,000 respectively, of cash in its operating account and a working

capital deficit of $ 547,513 and a working capital of $ 23,579 , respectively.

During both the three and six months ended June 30, 2021,

the Company had $ 5,138 of interest income earned on funds held in the Trust Account available to pay taxes.

Company’s liquidity needs through June 30, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange

for the issuance of the Founder Shares, the loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO

Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan

(as defined below).

The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to

finance transaction costs in connection with a Business Combination, the Sponsor has committed up to $ 1,750,000 to be provided to the

Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements

after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”).

the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors

may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

As of June 30, 2021 and December 31,

2020, there was approximately $ 617,500 and $ 0 , respectively, outstanding under the Sponsor Loan.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or

an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation

of a Business Combination or one year from this filing.

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

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

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

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—Description of Organization, Business

Operations and Basis of Presentation

CF Acquisition Corp.

(the “Company”) was incorporated in Delaware on July 8, 2020.

The Company was formed 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 “Business Combination”).

of Presentation

unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only

of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position

as of June 30, 2021 and the results of operations and cash flows for the periods presented.

Certain information and disclosures normally

included in unaudited condensed financial statements prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules and

Interim results are not necessarily indicative of results for a full year.

The accompanying unaudited condensed financial

statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final

prospectus filed by the Company with the SEC on March 22, 2021, and March 15, 2021, respectively, and the unaudited financial statements

and notes thereto included in the Form 10-Q filed by the Company with the SEC on May 17, 2021.

connection with the Company’s going concern considerations in accordance with guidance in Accounting Standards Update (“ASU”)

No, 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern , the Company has until

March 16, 2022 to consummate a Business Combination.

The Company’s mandatory liquidation date, if a business combination is not

consummated, raises substantial doubt about the entity’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 franchise

and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares.

Growth Company

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.

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

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.

may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging

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

of the potential differences in accounting standards used.

2—Summary of Significant Accounting Policies

preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

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

Making estimates requires management to exercise

significant judgment.

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

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

term due to one or more future confirming events.

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

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

Such estimates may be subject to change as more current

information becomes available and, therefore, the actual results could differ significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents in its operating account as of June 30, 2021 and December 31, 2020.

The balance of the Company’s

investments held in the Trust Account as of June 30, 2021 and December 31, 2020 was comprised of cash equivalents.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Corporation maximum coverage of $ 250,000 , and cash equivalents held in the

Trust Account.

For the three and six months ended June 30, 2021, the Company has not experienced losses on these accounts and management

believes the Company is not exposed to significant risks on such accounts.

Value of Financial Instruments

of June 30, 2021 and December 31, 2020, the carrying values of cash, accrued expenses, as well as cash equivalents held in the Trust

Account, payables to related party, the Sponsor Loan and franchise tax payable as of June 30, 2021 approximated their fair values due

to the short-term nature of the instruments.

Costs Associated with the Initial Public Offering

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

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

and FPS Liability

Company accounts for the Warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the

specific terms of the Warrants and FPS using applicable authoritative guidance in Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and

ASC 815, Derivatives and Hedging .

The assessment considers whether the Warrants and FPS are freestanding financial instruments

pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification

under ASC 815, including whether the Warrants and FPS are indexed to the Company’s own common shares and whether the warrant holders

could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions

for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance of

the Warrants and execution of the FPA and as of each subsequent quarterly period-end date while the Warrants and FPS are outstanding.

For issued or modified warrants and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification,

such warrants and instruments are required to be recorded as a component of additional paid-in capital at the time of issuance.

or modified warrants and for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments

are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter.

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

Company accounts for the Warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s

Own Equity (“ASC 815-40”), pursuant to which the Warrants and FPS do

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

See Note 7 for further discussion of the pertinent

terms of the Warrants and Note 8 for further discussion of the methodology used to determine the fair value of the Warrants and FPS.

Common Stock Subject to Possible Redemption

Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair

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

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

Company’s control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as

stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered to be

outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of June 30, 2021 and

December 31, 2020, 23,582,375 and 0 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary

equity outside of the stockholders’ equity section of the Company’s balance sheets.

taxes are accounted for under ASC 740, Income Taxes (“ASC 740”), using the asset and liability method.

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed

financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

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.

To the extent that it is more likely than not that deferred tax assets will not be recognized,

a valuation allowance would be established to offset their benefit.

740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the unaudited condensed financial

The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more

likely than not to be sustained upon examination by tax authorities.

The Company recognizes interest and penalties related to unrecognized

tax benefits as provision for income taxes on the statement of operations.

Although the Company is

not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination,

the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology

and software industries.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the

risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not

commenced operations.

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

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

efforts toward locating and completing a suitable Business Combination.

The Company will not generate any operating revenues until after

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

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

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

Treasury Securities and cash equivalents from the proceeds derived from

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

other income (expense).

The Company’s sponsor is CFAC Holdings VIII,

LLC (the “Sponsor”).

The registration statements for the Initial Public Offering became effective on March 11, 2021.

16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the

shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial

exercise of the underwriters’ over-allotment option, at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 ,

which is described in Note 3.

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

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

Each warrant will become exercisable on

the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and

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

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $ 10.00 per

Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $ 5,400,000 , which is described in Note 4.

proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption

of the Public Shares subject to the requirements of applicable law (see Note 4).

Offering costs amounted to approximately $ 4,900,000 ,

consisting of $ 4,500,000 of underwriting fees and approximately $ 400,000 of other costs.

Following the closing of the Initial Public Offering

and sale of Private Placement Units on March 16, 2021, an amount of $ 250,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of

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

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

which may be invested only in U.S.

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

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

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

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

(i) the completion of a Business Combination

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

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.

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 will provide the holders of the Public

Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion

of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion.

The public stockholders will be entitled to redeem their Public Shares for

a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per Public Share).

The per share amount to be distributed

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

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

The Company will proceed

with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation

of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is

not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will,

pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”),

conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file

tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the Business Combination

is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally,

each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business

If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined

below) have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement Units and

any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

In addition, the initial stockholders

have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders

in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and

Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other

person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate

of 15 % or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor and the Company’s officers and

directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of

Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its

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

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

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

Forward Purchase Contract — In connection

with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company (the “FPA”),

to purchase, in a private placement for gross proceeds of $ 10,000,000 to occur concurrently with the consummation of an initial Business

Combination, 1,000,000 of the Company’s Units on substantially the same terms as the sale of Units in the Initial Public Offering

at $ 10.00 per Unit, and 250,000 shares of Class A common stock (for no additional consideration) (the securities issuable pursuant to

the FPA, the “FPS”).

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

Business Combination;

any excess funds from this private placement will be used for working capital in the post-transaction company.

commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum

funding level for the initial Business Combination.

Failure to Consummate a Business Combination

– The Company has until March 16, 2022 to consummate a Business Combination, or a later date approved by the Company’s

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

If the Company

is unable to complete a Business Combination by the end of the Combination Period, the Company 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 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, 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 the Company’s remaining stockholders and

the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to the Company’s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption

rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to

complete a Business Combination within the Combination Period.

The initial stockholders have agreed to waive

their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination

However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within

the Combination Period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available

for distribution (including Trust Account assets) will be less than $ 10.00 per share initially held in the Trust Account.

protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a

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

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

This liability will not apply with respect to any claims

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

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

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

Moreover, in the event that an executed waiver

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

party claims.

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

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

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

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

Liquidity and Capital Resources

As of both September 30, 2021 and December 31,

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

As of September 30, 2021, the Company had a working capital deficit of

approximately $ 1,745,000 .

As of December 31, 2020, the Company had working capital of approximately $ 24,000 .

During the three and nine

months ended September 30, 2021, approximately $ 6,000 and $ 11,000 of the interest income earned on funds held in the Trust Account, respectively,

was available to pay taxes.

The Company’s liquidity needs through September

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

loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds

from the sale of the Private Placement Units not held in the Trust Account, and the Sponsor Loan (as defined below).

The Company fully

repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection

with a Business Combination, the Sponsor has committed up to $ 1,750,000 to be provided to the Company to fund the Company’s expenses

relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and

prior to the Company’s initial Business Combination (the “Sponsor Loan”).

If the Sponsor Loan is insufficient, the Sponsor

or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company

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

As of September 30, 2021 and December 31, 2020, there was approximately $ 676,000 and

$ 0 outstanding, respectively, under the Sponsor Loan.

Based on the foregoing, management believes that

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

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

year from this filing.

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

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

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

Basis of Presentation

The unaudited condensed financial statements are

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

GAAP”) and pursuant

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

opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021 and the results of operations

and cash flows for the periods presented.

Certain information and disclosures normally included in unaudited condensed financial statements

prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules and regulations.

Interim results are not necessarily indicative

of results for a full year.

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

statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 22, 2021 and

March 15, 2021, respectively.

Going Concern

In connection with the Company’s going concern

considerations in accordance with guidance in Accounting Standards Update (“ASU”) No.

2014-15, Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern , the Company has until March 16, 2022 to consummate a Business Combination.

The Company’s mandatory liquidation date, if a Business Combination is not consummated, raises substantial doubt about the entity’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 franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding Public Shares.

Emerging Growth Company

The Company is an “emerging growth company,”

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

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

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

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

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

stockholder approval of any golden parachute payments not previously approved.

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

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

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

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

The JOBS Act provides that an emerging

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

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

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

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

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

This may make comparison of the Company’s

unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth

company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Revisions of Previously Issued Financial Statements

In connection with the preparation of the Company’s

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

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

The Company has

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

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

Pursuant to the updated analysis,

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

outside the Company’s control.

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

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

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

The Company assessed the materiality of these

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

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

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

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

for prior interim periods.

There were no revisions to the prior annual period.

Accordingly, the Company has concluded that an amendment

of its previously filed periodic reports is not required.

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

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

As a result, the Company also revised its condensed

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

Shares as a $ 5.2 million decrease in Additional paid-in capital and a $ 7.8 million increase in Accumulated deficit during the period ended

March 31, 2021.

In connection with the change in presentation

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

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

and shares of Class B common stock.

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

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

There has been no change in the Company’s

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

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

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

Note 2—Summary of Significant Accounting

Use of Estimates

The preparation of financial statements in conformity

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

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

and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably

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

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

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

liability and FPS liability.

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

actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents in its operating

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

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

2021 were comprised of cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal

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

For the three and nine

months ended September 30, 2021 and for the period from July 8, 2020 (inception) through September 30, 2020, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

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

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

Offering Costs Associated with the Initial

Public Offering

Offering costs consisted of legal, accounting,

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

These costs, together with the underwriting

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

Warrant and FPS Liability

The Company accounts for the Warrants and FPS

as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPS using

applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives

and Hedging .

The assessment considers whether the Warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet

the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including

whether the Warrants and FPS are indexed to the Company’s own common shares and whether the warrant holders could potentially require

“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of

the FPA and as of each subsequent quarterly period-end date while the Warrants and FPS are outstanding.

For issued or modified warrants

and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments

are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants and

for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be

recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter.

Changes in the estimated fair

value of liability-classified Warrants and the FPS are recognized on the statements of operations in the period of the change.

The Company accounts for the Warrants and FPS

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

pursuant to which the Warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities.

7 for further discussion of the pertinent terms of the Warrants and Note 8 for further discussion of the methodology used to determine

the fair value of the Warrants and FPS.

Class A Common Stock Subject to Possible

The Company accounts for its Class A common

stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of Class A common stock subject to mandatory

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

Shares of conditionally redeemable Class A

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

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

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

As discussed in Note 1,

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

to the occurrence of uncertain future events.

Accordingly, as of September 30, 2021 and December 31, 2020, 25,000,000 and 0 shares of

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

equity section of the Company’s balance sheet.

The Company recognizes any subsequent changes in redemption value immediately as

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

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

amount value of redeemable Class A common stock.

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

charges against Additional paid-in capital and Accumulated deficit.

Income taxes are accounted for under ASC 740,

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

Deferred tax assets and liabilities are recognized

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

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

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

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

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

to offset their benefit.

ASC 740 prescribes a recognition threshold that

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

The Company provides for uncertain

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

by tax authorities.

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

the statement of operations.

Net Income (Loss) Per Share of Common Stock

The Company complies with the accounting and disclosure

requirements of ASC 260, Earnings Per Share .

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

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

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

Accretion associated with the redeemable shares of Class A common stock

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

The Company has not considered the effect of the

warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and Private Placement

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

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

The following table reflects the calculation of basic and diluted net

income (loss) per share of common stock:

income (loss) per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of

shares of common stock outstanding during the periods.

The Company has not considered the effect of the warrants sold in the Initial

Public Offering and Private Placement to purchase an aggregate of 6,385,000 shares of Class A common stock in the calculation of diluted

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

As a result, diluted earnings per share

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

Company’s statement of operations includes a presentation of income per share of common stock subject to redemption in a manner

similar to the two-class method of income per share.

Net income (loss) per share, basic and diluted for shares of Class A common stock

is calculated by dividing the interest income on investments held in the Trust Account, net of applicable taxes available to be withdrawn

from the Trust Account by the weighted average number of shares of Class A common stock outstanding for the period, excluding 540,000

shares of Class A common stock held by the Sponsor, which is not subject to redemption.

Net income (loss) per share, basic and diluted

for shares of Class B common stock is calculated by dividing the net income (loss), less income attributable to the shares of redeemable

Class A common stock by the weighted average number of shares of Class B common stock and 540,000 shares of Class A common stock held

by the Sponsor and outstanding for the period.

following table reflects the calculation of basic and diluted net income (loss) per share of common stock:

For the Three

Redeemable shares of Class A common stock

earnings allocable to redeemable shares of Class A common stock

Interest income on investments held in Trust Account

Less franchise tax available to be withdrawn from the Trust Account

weighted average number of redeemable shares of Class A common stock

Basic and diluted net income per redeemable share of Class A common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock

net income minus redeemable net earnings

Loss from operations

$ ( 413,998 )

Less franchise tax available to be withdrawn from the Trust Account

Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock

Change in fair value of FPS liability

For the Three Months Ended September 30, 2021

For the Nine Months Ended September 30, 2021

For the Period from July 8, 2020 (Inception) to September 30, 2020

Class A - Public shares

Class A Private placement shares and Class B Common stock

Class A - Public shares

Class A Private placement shares and Class B Common stock

Class A - Public shares

Class A Private placement shares and Class B Common stock

Basic and diluted net loss per share of common stock

Allocation of net loss

$ ( 829,763 )

Non-redeemable net income

weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted

Basic and diluted net income per non-redeemable share of Class A private placement common stock and Class B common stock

Redeemable shares of Class A common stock

earnings allocable to redeemable shares of Class A common stock

Interest income on investments held in Trust Account

Less franchise tax available to be withdrawn from the Trust Account

weighted average number of redeemable shares of Class A common stock

Basic and diluted net loss per redeemable share of Class A common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock

net loss minus redeemable net earnings

Loss from operations

$ ( 225,363 )

Less franchise tax available to be withdrawn from the Trust Account

Change in fair value of warrant liability attributable to non-redeemable shares of Class A private placement common stock and Class B common stock

Change in fair value of FPS liability

$ ( 1,803,246 )

Non-redeemable net loss

$ ( 637,283 )

weighted average number of non-redeemable shares of Class A private placement common stock and Class B common stock

Non-redeemable shares of Class A private placement common stock and Class B common stock, basic and diluted

Basic and diluted net loss per non-redeemable share of Class A private placement common stock and Class B common stock

Accounting Pronouncements

August 2020, the FASB issued ASU No.

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

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an

Entity’s Own Equity .

The standard is expected to reduce complexity and improve comparability of financial reporting associated

with accounting for convertible instruments and contracts in an entity’s own equity.

The ASU also enhances information transparency

by making targeted improvements to the related disclosures guidance.

Additionally, the amendments affect the diluted EPS calculation

for instruments that may be settled in cash or shares and for convertible instruments.

The new standard will become effective for the

Company beginning January 1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition

and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed

financial statements.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s unaudited condensed financial statements.

3—Initial Public Offering

to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $ 10.00 per Unit, including 3,000,000 Units sold upon

the partial exercise of the underwriters’ overallotment option.

Each Unit consists of one share of Class A common stock, and

one-fourth of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase

one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 6).

No fractional warrants will

be issued upon separation of the Units and only whole warrants will trade.

The Sponsor forfeited 75,000 shares of Class B common stock

due to the underwriter not exercising the remaining portion of the overallotment option so that the initial stockholders collectively

own 20 % of the Company’s issued and outstanding common stock after the Initial Public Offering (not including the shares of Class

A common stock underlying the Private Placement Units).

4—Related Party Transactions

Basic and diluted weighted average

number of shares of common stock outstanding

Basic and diluted net loss per share of common stock

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

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

Equity (Subtopic 815-40):

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

The standard is expected

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

in an entity’s own equity.

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

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

convertible instruments.

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

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

Management is currently evaluating

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

Management does not believe that any other recently

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

condensed financial statements.

Note 3—Initial Public Offering

Pursuant to the Initial Public Offering, the Company

sold 25,000,000 Units at a price of $ 10.00 per Unit, including 3,000,000 Units sold upon the partial exercise of the underwriters’

overallotment option.

Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant (each, a

“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price

of $ 11.50 per share, subject to adjustment (see Note 6).

No fractional warrants will be issued upon separation of the Units and only whole

warrants will trade.

On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock due to the underwriter not exercising

the remaining portion of the overallotment option, such that the initial stockholders would collectively own 20 % of the Company’s

issued and outstanding shares of common stock after the Initial Public Offering (not including the shares of Class A common stock underlying

the Private Placement Units).

Note 4—Related Party Transactions

Founder Shares

On July 8, 2020, the Sponsor purchased 5,750,000

3 unchanged sentences

of the Company.

On March 11, 2021, The Company effectuated a 1.1-for-1 stock split.

On March 11, 2021, the Company effected a 1.

1-for-1 stock split.

All share and per share amounts have been retroactively

On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, due to the underwriter not exercising the overallotment

option in full, so that the initial stockholders collectively own 20 % of the Company’s issued and outstanding common stock after

the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), resulting in an

aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company.

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.

initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the

earlier to occur of:

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business

Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock

splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing

at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital

stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their

shares of common stock for cash, securities or other property.

Placement Units

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $ 10.00

per Private Placement Unit ($ 5,400,000 in the aggregate).

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

one-fourth of one warrant (the “Private Placement Warrants”).

Each whole Private Placement Warrant is exercisable for one

whole share of Class A common stock at a price of $ 11.50 per share.

The proceeds from the Private Placement Units have been added to

the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination

within the Combination Period, the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable

and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

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

Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any

of their Private Placement Units until 30 days after the completion of the initial Business Combination.

lead underwriter is an affiliate of the Sponsor (see Note 5).

Combination Marketing Agreement

Company has engaged Cantor Fitzgerald & Co.

(“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection

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

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

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

and public filings in connection with the Business Combination.

option in full, such that the initial stockholders would collectively own 20 % of the Company’s issued and outstanding shares of

common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units),

resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and independent directors of the Company.

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

to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the

completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price

of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination,

or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results

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

Private Placement Units

Simultaneously with the closing of the Initial

Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $ 10.00 per Private Placement

Unit ($ 5,400,000 in the aggregate).

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

(the “Private Placement Warrants”).

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

at a price of $ 11.50 per share.

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

Offering held in the Trust Account.

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

Placement Warrants will expire worthless.

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

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

The Private Placement Warrants will expire five

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

The Sponsor and the Company’s officers and

directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days

after the completion of the initial Business Combination.

The lead underwriter, Cantor Fitzgerald & Co.

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

(see Note 5).

Business Combination Marketing Agreement

The Company has engaged an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company

in holding meetings with its stockholders to discuss the Business Combination and the target business’ attributes, introduce the

Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder

approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business

The Company will pay CF&Co.

a cash fee (the “Marketing Fee”)

for such services upon the consummation of the Business Combination in an amount of $ 9,350,000 , which is equal to, in the aggregate,

3.5 % of the gross proceeds of the base offering in the Initial Public Offering and 5.5 % of the gross proceeds from the partial exercise

of the underwriters’ over-allotment option.

Sponsor made available to the Company, under the Pre-IPO Note, up to $ 300,000 to be used for a portion of the expenses of the Initial

Public Offering.

Prior to closing the Initial Public Offering, the amount outstanding under the Pre-IPO Note was $ 79,000 .

Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering.

order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed, pursuant to

the Sponsor Loan, up to $ 1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting

a target business and other working capital requirements, including $ 10,000 per month for office space, administrative and shared personnel

support services that will be paid to the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business

As of June 30, 2021 and December 31, 2020, the Company had borrowed $ 617,500 and $ 0 , respectively, under the Sponsor Loan.

the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor,

or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside

the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the

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

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

Sponsor pays expenses on the Company’s behalf.

a cash fee (the “Marketing Fee”) for such services upon the consummation of the

Business Combination in an amount of $ 9,350,000 , which is equal to, in the aggregate, 3.5 % of the gross proceeds of the base offering

in the Initial Public Offering and 5.5 % of the gross proceeds from the partial exercise of the underwriters’ over-allotment option.

Related Party Loans

The Sponsor made available to the Company, under

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

Prior to closing the Initial

Public Offering, the amount outstanding under the Pre-IPO Note was approximately $ 79,000 .

The Pre-IPO Note was non-interest bearing and

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

In order to finance transaction costs in connection

with an intended initial Business Combination, the Sponsor has committed, pursuant to the Sponsor Loan, up to $ 1,750,000 to be provided

to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital

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

the Sponsor, after the Initial Public Offering and prior to the Company’s initial Business Combination.

For the three and nine months

ended September 30, 2021, the Company paid $ 30,000 and approximately $ 65,000 , respectively, for office space and administrative fees.

As of September 30, 2021 and December 31, 2020, the Company had borrowed approximately $ 676,000 and $ 0 , respectively, under the Sponsor

If the Sponsor Loan is insufficient to cover the

working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and

directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company

completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released

to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that

a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital

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

Except for the foregoing, the terms

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

The Sponsor pays expenses on the Company’s

The Company reimburses the Sponsor for such expenses paid on its behalf.

balance is included in Payables to related parties on the accompanying balance sheet.

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

Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $ 597,000

and $ 0 , respectively.

5—Commitments and Contingencies

and Stockholder Rights

to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component

securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of

Class A common stock).

These holders are entitled to certain demand and “piggyback” registration rights.

The Company will

bear the expenses incurred in connection with the filing of any such registration statements.

Company granted CF&Co., the lead underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,300,000 additional

Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions.

On March 16, 2021,

simultaneously with the closing of the Initial Public Offering, CF&Co.

partially exercised the overallotment option in the amount

of 3,000,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option.

lead underwriter was paid a cash underwriting discount of $4,400,000 .

Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise

the usual standards of “due diligence” in respect thereto.

The Company paid the independent underwriter a fee of $ 100,000

upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter.

The qualified independent underwriter received no other compensation.

Combination Marketing Agreement

Company has engaged CF&Co.

as an advisor in connection with the Company’s Business Combination (see Note 4).

and Uncertainties

is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible

that the pandemic could have an effect on the Company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements.

The unaudited

condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

6—Stockholders’ Equity

A Common Stock - The Company is authorized to issue 160,000,000 shares of Class A common stock with a par value of $ 0.0001

As of June 30, 2021 and December 31, 2020, there were 1,957,625 and 0 shares, respectively, of Class A common stock issued

and outstanding, excluding 23,582,375 and 0 shares, respectively, subject to possible redemption.

Class A common stock includes 540,000

shares included in the Private Placement Units.

The shares of Class A common stock included in the Private Placement Units do not contain

the same redemption features contained in the shares sold in the Initial Public Offering.

B Common Stock - The Company is authorized to issue 40,000,000 shares of Class B common stock with a par value of $ 0.0001

Holders of Class B common stock are entitled to one vote for each share.

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

were 6,250,000 and 6,325,000 shares of Class B common stock issued and outstanding, respectively.

In connection with the underwriter

advising the Company that it would not exercise the remaining portion of the over-allotment option, the Sponsor forfeited 75,000 shares

of Class B common stock, so that the initial stockholders collectively own 20 % of the Company’s issued and outstanding common stock

after the Initial Public Offering (not including the Private Placement Units).

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

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

Holders of Class

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

except as required by law.

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).

The unpaid balance is included in Payables to related

parties on the accompanying balance sheet.

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

to the Sponsor for such expenses paid on the Company’s behalf of approximately $ 527,000 and $ 0 , respectively.

Note 5—Commitments and Contingencies

Registration Rights

Pursuant to a registration rights agreement entered

into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration

rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock).

These holders are

entitled to certain demand and “piggyback” registration rights.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Underwriting Agreement

The Company granted CF&Co., the lead underwriter

and an affiliate of the Sponsor, a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial

Public Offering price less the underwriting discounts and commissions.

On March 16, 2021, simultaneously with the closing of the Initial

Public Offering, CF&Co.

partially exercised the overallotment option in the amount of 3,000,000 additional Units and advised the Company

that it would not exercise the remaining portion of the over-allotment option.

was paid a cash underwriting discount

of $4,400,000 in connection with the Initial Public Offering.

The Company also engaged a qualified independent

underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence”

in respect thereto.

The Company paid the independent underwriter a fee of $ 100,000 upon the completion of the Initial Public Offering

in consideration for its services and expenses as the qualified independent underwriter.

The qualified independent underwriter received

no other compensation.

Business Combination Marketing Agreement

The Company has engaged CF&Co.

as an advisor

in connection with the Company’s Business Combination (see Note 4).

Risks and Uncertainties

Management is continuing to evaluate the impact

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

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

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

The unaudited condensed financial statements do not include

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

Note 6—Stockholders’ Equity

Class A Common Stock - The Company

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

As of September 30, 2021, there were 540,000

shares of Class A common stock issued and outstanding, excluding 25,000,000 shares subject to possible redemption.

As of December 31,

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

The outstanding Class A common stock includes 540,000 shares

included in the Private Placement Units.

The shares of Class A common stock included in the Private Placement Units do not contain the

same redemption features contained in the Public Shares.

Class B Common Stock - The Company

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

Holders of Class B common stock are entitled

to one vote for each share.

As of September 30, 2021 and December 31, 2020, there were 6,250,000 and 6,325,000 shares of Class B common

stock issued and outstanding, respectively.

In connection with the underwriter advising the Company that it would not exercise the remaining

portion of the over-allotment option, the Sponsor forfeited 75,000 shares of Class B common stock, such that the initial stockholders

would collectively own 20 % of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not

including the Private Placement Units).

Prior to the consummation of the Business Combination,

only holders of Class B common stock 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).

On March 8, 2021, the Sponsor transferred an aggregate

5 unchanged sentences

statements have been retroactively adjusted for this split.

Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such

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

As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

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

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 September 30, 2021 and December

31, 2020, 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.

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

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b)

12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective registration statement

under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating

to them is available.

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.

Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

The Public Warrants will become exercisable

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

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

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

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.

The Company may redeem the Public Warrants:

● in whole and not in part;

a price of $0.01 per warrant;

any time during the exercise period;

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

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;

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;

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

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.

8—Fair 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).

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

Note 8—Fair Value Measurements on a Recurring

Fair value is defined as the price that would

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

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

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs

(Level 3 measurements).

These three levels of the fair value hierarchy are:

1 measurements – unadjusted observable inputs such as quoted prices for identical instruments

in active markets;

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;

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.

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 table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis as of June 30, 2021, and indicates the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

Assets at Fair Value at June 30, 2021

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

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

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

In some circumstances, the inputs used to measure

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

In those instances, the fair value measurement is

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

The following table presents information about

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

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

September 30, 2021

Quoted Prices

11 unchanged sentences

Total Liabilities

1 assets as of June 30, 2021 include investments in a money market fund that holds U.S.

Level 1 assets as of September 30, 2021 include

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

Treasury securities.

The Company uses inputs

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

fair value of its investments.

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

balance sheets.

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

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

The Company established the initial fair value for

the Warrants on March 16, 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 Class A common stock subject to possible redemption.

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

The Company uses inputs such as actual trade data, benchmark yields,

quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Warrant Liability

The Warrants are accounted for as liabilities

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

The warrant liability is

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

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

Initial Measurement

The Company established the initial fair value

for the Warrants on March 16, 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

21 unchanged sentences

Dividend yield

of June 30, 2021, the fair measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable

quoted price in an inactive market.

As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result

in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value

of the Private Placement Warrants is equivalent to that of the Public Warrants.

As such, the Private Placement Warrants were reclassified

from Level 3 to Level 2 as of June 30, 2021.

of June 30, 2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were $ 0.1 million and $ 6.9 million,

respectively.

following table presents the changes in the fair value of warrant liability:

Subsequent Measurement

During the nine months ended September 30, 2021,

the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price

in an inactive market.

As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private

Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private

Placement Warrants is equivalent to that of the Public Warrants.

As such, the Private Placement Warrants were also reclassified from Level

3 to Level 2 during the nine months ended September 30, 2021.

As of September 30, 2021, the aggregate fair values

of the Private Placement Warrants and Public Warrants were approximately $ 0.1 million and $ 6.9 million, respectively.

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

Private Placement

7 unchanged sentences

Fair value as of June 30, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2021 (2)

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

(2) Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $7.1 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 $ 10.0 million pursuant to the FPA is discounted to present value

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

The fair value of the common stock

and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering.

excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $ 10.0 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 June 30, 2021,

the probability assigned to the consummation of the Business Combination was 88 % which was determined based on a hybrid approach of both

observed success rates of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating

similar transactions.

following table presents a summary of the changes in the fair value of the FPS liability:

(2) Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the nine months ended September 30, 2021.

The Company did not have any transfers out of Level 3 during the three months ended September 30, 2021.

FPS Liability

The liability for the FPS was valued using an

adjusted net assets method, which is considered to be a Level 3 fair value measurement.

Under the adjusted net assets method utilized,

the aggregate commitment of $ 10.0 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 $ 10.0 million fixed commitment is then

reduced to account for the probability of consummation of the Business Combination.

The primary unobservable input utilized in determining

the fair value of the FPS is the probability of consummation of the Business Combination.

As of September 30, 2021, the probability assigned

to the consummation of the Business Combination was 82 % which was determined based on a hybrid approach of both observed success rates

of business combinations for special purpose acquisition companies and the Sponsor’s track record for consummating similar transactions.

The following table presents a summary of the

changes in the fair value of the FPS liability:

FPS Liability

Fair value as of March 16, 2021

3 unchanged sentences

Fair value as of June 30, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2021

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

9—Subsequent Events

Company evaluated subsequent events and transactions that occurred after the financial statements date through the date that the unaudited

condensed financial statements were available to be issued and determined that there have been no events that have occurred that would

require adjustments to the disclosures in the unaudited condensed financial statements.

Note 9—Subsequent Events

The Company evaluated subsequent events and transactions

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

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

condensed financial statements.

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