What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-12 · 205 added, 210 removed, 40 unchanged (91% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

References to the “Company,”

“our,” “us” or “we” refer to CF Acquisition Corp.

The following discussion and analysis of the

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

and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding

Forward-Looking Statements

This Quarterly Report

on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking

statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and

unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements

to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”

“could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

Management’s Discussion and Analysis of

Financial Condition and Results of Operations.

References to the “Company,” “our,”

“us” or “we” refer to CF Acquisition Corp.

The following discussion and analysis of the Company’s

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

notes thereto contained elsewhere in this report.

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

forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current

expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties

and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different

from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“continue,” or the negative of such terms or other similar expressions.

9 unchanged sentences

LLC (the “Sponsor”).

Although we are not limited

in our search for target businesses to a particular industry or sector for the purpose of consummating the Initial Business Combination,

we are focusing our search on companies operating in the financial services, healthcare, real estate services, technology and software

We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage

and emerging growth companies.

Our registration statements

for our initial public offering (the “Initial Public Offering”) became effective on March 11, 2021.

On March 16, 2021, we

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.

Each Unit consists of one share

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

Each whole warrant entitles the holder to purchase one share of Class

A common stock at a price of $11.50.

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

Business Combination or March 16, 2022 (12 months from the closing of the Initial Public Offering) and will expire 5 years after the completion

Although we are not limited in our search for

target businesses to a particular industry or sector for the purpose of consummating the Initial Business Combination, we are focusing

our search on companies operating in the financial services, healthcare, real estate services, technology and software industries.

are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging

growth companies.

Our registration statements for our initial public

offering (the “Initial Public Offering”) became effective on March 11, 2021.

On March 16, 2021, we 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.

Each Unit consists of one share of Class A

common stock and one-fourth of one redeemable warrant.

Each whole warrant entitles the holder to purchase one share of Class A common

stock at a price of $11.50.

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

Combination or March 16, 2022 (12 months from the closing of the Initial Public Offering) and will expire 5 years after the completion

of the Initial Business Combination, or earlier upon redemption or liquidation.

Simultaneously with the

closing of the Initial Public Offering, we consummated the sale of 540,000 Units (the “Private Placement Units”) at a price

of $10.00 per Private Placement Unit to the Sponsor in a private placement (the “Private Placement”), generating gross proceeds

of $5,400,000.

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 was placed in a trust

account (the “Trust Account”) located in the United States at UMB Bank, N.A., with Continental Stock Transfer & Trust

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

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

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

any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2),

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

(i) the completion of the Initial

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

We have until March 16,

2022 (12 months from the closing of the Initial Public Offering) (or a later date approved by the Company’s stockholders in accordance

with our Amended and Restated Certificate of Incorporation, the “Combination Period”).

If we are unable to complete the Initial

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

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account

and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number

of then outstanding Public Shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including

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

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

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

of other applicable law.

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

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

Liquidity and Capital

As of June 30, 2021 and

December 31, 2020, we had $66,065 and $25,000, respectively, of cash in our operating account.

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

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

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

we had $5,138 and $0 of interest income in the Trust Account available to pay taxes.

Our liquidity needs through

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

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

consummation of the Private Placement with the Sponsor not held in the Trust Account, and the Sponsor Loan (as defined below).

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

In addition, in order to finance transaction costs in connection

with the Initial Business Combination, our Sponsor has committed up to $1,750,000 to be provided to us to fund our expenses relating to

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

Initial Business Combination (the “Sponsor Loan”).

If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the

Sponsor, or certain of our officers and directors may, but are not obligated to, provide us additional loans.

As of June 30, 2021 and

December 31, 2020, there was approximately $617,500 and $0, respectively, outstanding under the Sponsor Loan.

Based on the foregoing,

management believes that we will have sufficient working capital and borrowing capacity from the Sponsor to meet our needs through the

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

Over this time period, we will

be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence

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

negotiating and consummating the Initial Business Combination.

Simultaneously with the closing of the Initial

Public Offering, we 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 (the “Private Placement”), generating gross proceeds of $5,400,000.

Following the closing of the Initial Public Offering

and sale of the 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 was placed in a trust account (the “Trust

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

which may be invested only in U.S.

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

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

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

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

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

the distribution of the Trust Account, as described below.

We have until March 16, 2022 (12 months from the

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

of Incorporation (the “Combination Period”).

If we are unable to complete the Initial Business Combination by the end of the

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

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

then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us

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

which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further

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

subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses

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

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

to complete the Initial Business Combination within the Combination Period.

Liquidity and Capital Resources

As of both September 30, 2021 and December 31,

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

As of September 30, 2021, we had a working capital deficit of approximately $1,745,000.

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

As of September 30, 2021, we had approximately $11,000 of interest

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

Our liquidity needs through September 30, 2021

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

$79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation of the Private

Placement with the Sponsor not held in the Trust Account, and the Sponsor Loan (as defined below).

We fully repaid the Pre-IPO Note upon

completion of the Initial Public Offering.

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

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

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

(the “Sponsor Loan”).

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

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

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

$676,000 and $0, respectively, outstanding under the Sponsor Loan.

Based on the foregoing, management believes that

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

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

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

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

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

the Initial Business Combination.

Results of Operations

Our entire activity from

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

Initial Public Offering, the search for a prospective Initial Business Combination.

We have neither engaged in any operations nor generated

any revenues to date.

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

generate non-operating income in the form of interest income on investments held in the Trust Account.

We expect to incur increased expenses

as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

For the three months

ended June 30, 2021, we had net income of approximately $438,000, which consisted of approximately $1,092,000 of gain from the change

in the fair value of warrants liability and approximately $5,000 in interest income on investments held in the Trust Account, which were

partially offset by approximately $324,000 in general and administrative expenses, approximately $245,000 of loss from the change in fair

value of the forward purchase securities liability, approximately $60,000 of franchise tax expense and $30,000 in administrative expenses

paid to the Sponsor.

For the six months ended

June 30, 2021, we had a net loss of approximately $1,386,000, which consisted of approximately $2,103,000 of loss from the change in fair

value of the forward purchase securities liability, approximately $402,000 in general and administrative expenses, approximately $81,000

Our entire activity from inception through September

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

toward locating and completing a suitable Initial Business Combination.

We have neither engaged in any operations nor generated any revenues

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

We will generate non-operating

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

We expect to incur increased expenses as a result of being

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

For the three months ended September 30, 2021,

we had a net loss of approximately $1,055,000, which consisted of approximately $1,137,000 in general and administrative expenses, $60,000

of franchise tax expense and $30,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately $102,000

of gain from the change in fair value of warrants liability and approximately $5,000 in interest income on investments held in the Trust

of gain from the change in fair value of the forward purchase securities liability, approximately $64,000 of gain from the change in fair

value of the warrant liability, and approximately $6,000 in interest income on investments held in the Trust Account.

For the nine months ended September 30, 2021,

we had a net loss of approximately $2,441,000, which consisted of approximately $2,001,000 of loss from the change in fair value of the

forward purchase securities liability, approximately $1,539,000 in general and administrative expenses, approximately $141,000 of franchise

tax expense and approximately $65,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately $1,294,000

of gain from the change in fair value of the warrant liability and approximately $11,000 in interest income on investments held in the

Trust Account.

Contractual Obligations

Business Combination Marketing Agreement

We engaged Cantor Fitzgerald

(“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Initial Business Combination to

assist us in holding meetings with our stockholders to discuss the Initial Business Combination and the target business’ attributes,

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

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

We engaged Cantor Fitzgerald & Co.

(“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with the Initial Business Combination to assist

us in holding meetings with our stockholders to discuss the Initial Business Combination and the target business’ attributes,

introduce us to potential investors that are interested in purchasing our securities, assist us in obtaining stockholder approval

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

Business Combination.

We will pay CF&Co.

a cash fee for such services upon the consummation of the Initial 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 exercise of the underwriters’ over-allotment option.

a cash fee for such services upon the consummation of the Initial 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 exercise of the underwriters’ over-allotment option.

Related Party Loans

In order to finance transaction

costs in connection with an intended Initial Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be

provided to us to fund expenses relating to investigating and selecting a target business and other working capital requirements, including

$10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial

Public Offering and prior to the Initial Business Combination.

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

In order to finance transaction costs in connection

with an intended Initial Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to us to

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

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

Offering and prior to the Initial Business Combination.

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

$676,000 and $0, respectively, under the Sponsor Loan.

The Sponsor pays expenses

on our behalf.

We reimburse the Sponsor for such expenses paid on our behalf.

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

payable outstanding to the Sponsor for such expenses paid on our behalf of approximately $597,000 and $0, respectively.

The Sponsor pays expenses on our behalf.

the Sponsor for such expenses paid on our behalf.

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

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

Critical Accounting Policies and Estimates

The Company has identified

the following as its critical accounting polices:

We have identified the following as our critical

accounting polices:

Use of Estimates

13 unchanged sentences

Going Concern

In connection with

the Company’s going concern considerations in accordance with ASU 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

The Company’s mandatory liquidation date 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.

In connection with our going concern considerations

in accordance with ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern , we

have until March 16, 2022 to consummate a Business Combination.

Our mandatory liquidation date 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 we be unable to continue as a going concern.

In the event of a mandatory liquidation,

within ten business days, we will redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to

pay 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

Section 102(b)(1) of

the Jumpstart Our Business Startups Act of 2012 (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 registration statement

under the Securities Act of 1933, as amended (the “Securities Act”) 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 a 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 election to opt out is irrevocable.

We have 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, we, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Section 102(b)(1) of the Jumpstart Our Business

Startups Act of 2012 (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 registration statement under the Securities

Act of 1933, as amended (the “Securities Act”) 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 a 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 election to opt out is irrevocable.

We have 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, we, as an emerging growth company, can adopt

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

Warrant and Forward Purchase Securities Liability

We account for our outstanding

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

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

and Hedging - Contracts in Entity’s Own Equity , under which the warrants and FPS do not meet the criteria for equity classification

and must be recorded as liabilities.

As both the public and private placement warrants and FPS meet the definition of a derivative under

ASC 815, Derivatives and Hedging , they are measured at fair value at inception and at each reporting date in accordance with the

guidance in ASC 820, Fair Value Measurement , with any subsequent changes in fair value recognized in the statement of operations

in the period of change.

We account for our outstanding public warrants

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

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

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

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

As both the public and private placement warrants

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

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

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

Class A Common Stock Subject to Possible

We account for our Class A

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

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

at fair value.

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

our control) are classified as temporary equity.

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

Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject

to the occurrence of uncertain future events.

Accordingly, as of June 30, 2021 and December 31, 2020, 23,582,375 and 0, respectively,

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

equity section of our balance sheets.

Net Income (Loss) Per Common Share

We comply with accounting

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

Net income per common share is computed by dividing net income

(loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period.

have not considered the effect of the warrants sold in the Initial Public Offering and the concurrent Private Placement to purchase an

aggregate of 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 common share is the same as basic earnings per common share for the period.

statement of operations includes a presentation of income (loss) per share for common stock

subject to redemption in a manner similar to the two-class method of income per share.

Net income per share, basic

and diluted for shares of Class A common stock are calculated by dividing the interest income (loss) earned on cash equivalents and investments

and held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, by the weighted average number

of shares of Class A common stock outstanding for the applicable period, excluding 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 outstanding for the applicable period.

We account for our Class A common stock subject

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

Shares of Class A common

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

Shares of conditionally

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

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

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

All of the Public Shares feature

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

as of September 30, 2021, 25,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity outside

of the stockholders’ equity section of our balance sheet.

We recognize any subsequent changes in redemption value immediately as

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

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

value of redeemable Class A common stock.

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

against Additional paid-in capital and Accumulated deficit.

Net Income (Loss) Per Share of Common Stock

We comply with the accounting and disclosure requirements

of ASC 260, Earnings Per Share.

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

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

We apply the two-class

method in calculating earnings per share.

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

per share as the redemption value approximates fair value.

We have not considered the effect of the warrants

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

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

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

Off-Balance Sheet Arrangements and Contractual Obligations

of June 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did

not have any commitments or contractual obligations.

Accounting Pronouncements

See Note 2—“Summary

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

Form 10-Q for information regarding recent accounting pronouncements.

Quantitative and Qualitative Disclosures about Market Risk.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

As of September 30, 2021, we did not have any off-balance sheet arrangements

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

Recent Accounting Pronouncements

See Note 2—“Summary of Significant

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

information regarding recent accounting pronouncements.

Quantitative and Qualitative Disclosures

about Market Risk.

We are a “smaller reporting company” as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis