What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-13 · 752 added, 613 removed, 366 unchanged (79% of the section changed)

Financial Statements.

ACQUISITION CORP.

BALANCE SHEETS

CF ACQUISITION CORP.

CONDENSED BALANCE SHEETS

Current Assets:

2 unchanged sentences

Cash equivalents held in Trust Account

Available-for-sale debt securities held in Trust Account, at fair value (no allowance for credit losses, amortized cost $ 224,485,500 )

$ 227,486,490

11 unchanged sentences

Commitments and Contingencies

Class A common stock subject to possible redemption, 22,120,073 and 25,000,000 shares issued and outstanding at redemption value of $ 10.20 and $ 10.00 per share as of March 31, 2022 and December 31, 2021, respectively

Class A common stock subject to possible redemption, 22,120,073 and 25,000,000 shares issued and outstanding at redemption value of $ 10.20 and $ 10.00 per share as of June 30, 2022 and December 31, 2021, respectively

Stockholders’ Deficit:

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

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

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

Class A common stock, $ 0.0001 par value;

160,000,000 shares authorized;

540,000 shares issued and outstanding (excluding 22,120,073 and 25,000,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021, respectively

540,000 shares issued and outstanding (excluding 22,120,073 and 25,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.0001 par value;

40,000,000 shares authorized;

6,250,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021

6,250,000 shares issued and outstanding as of both June 30, 2022 and December 31, 2021

Additional paid-in-capital

2 unchanged sentences

( 9,499,368 )

Accumulated other comprehensive loss

Total Stockholders’ Deficit

4 unchanged sentences

$ 250,808,980

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

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

Three Months Ended

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

the Three Months Ended

For the Six Months Ended

General and administrative costs

6 unchanged sentences

( 2,102,896 )

Net income (loss) before provision for income tax

$ ( 1,385,403 )

Income tax provision for income taxes

Net income (loss)

9 unchanged sentences

Class B - Common stock

(1) This number has been retroactively 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).

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

ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three Months Ended March 31, 2022 and 2021

Stockholders’

Balance – December 31, 2021

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

16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 7).

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30,

For the Six Months Ended

Net income (loss)

$ ( 1,385,403 )

Other comprehensive loss

Change in unrealized depreciation of available-for-sale debt securities

Total other comprehensive loss

Comprehensive income (loss)

$ ( 1,385,403 )

The accompanying notes are an integral

part of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Three and Six Months Ended June 30,

Comprehensive

Stockholders’

Balance - December 31, 2021

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

( 4,228,049 )

( 4,424,015 )

Stock-based compensation

Balance - March 31, 2022

$ ( 10,315,004 )

$ ( 10,314,325 )

Other comprehensive loss

Balance - June 30, 2022

For the Three and Six Months Ended June 30,

Stockholders’

12 unchanged sentences

$ ( 9,613,958 )

(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 retroactively adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split.

Balance – June 30, 2021

$ ( 9,176,926 )

$ ( 9,176,247 )

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 retroactively 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 7).

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

ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

Three Months Ended

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

Cash flows from operating activities

7 unchanged sentences

( 3,622,210 )

( 1,229,751 )

Changes in fair value of FPS liability

2 unchanged sentences

Accrued expenses

( 1,175,483 )

Franchise tax payable

Payables to related party

Net cash provided by operating activities

4 unchanged sentences

Proceeds from Trust Account to pay franchise taxes

Purchase of available-for-sale debt securities held in Trust Account

( 224,056,750 )

Sale of cash equivalent held in Trust Account

Proceeds from Trust Account to redeem public stockholders of Class A common stock

18 unchanged sentences

Prepaid expenses paid with payables to related party

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

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 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 March 31, 2022, the Company had not commenced operations.

All activity through March 31, 2022 relates to the Company’s formation,

the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating

and completing a suitable Business Combination.

The Company will not generate any operating revenues until after the completion of its

initial Business Combination, at the earliest.

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

in money market funds that invest in U.S.

Treasury Securities and cash equivalents from the proceeds derived from the Initial Public

Offering, and recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other income (expense).

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 30 days after the completion of the Business Combination and will expire 5

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

Simultaneously

with the closing of the Initial 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 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 (the “Trust Account”) located in the United States at J.P.

Morgan Chase Bank, N.A.,

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

government securities,

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

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

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

by the Company, until the earlier of:

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

described below.

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.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 in Note 4).

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

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 (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

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.

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”).

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 June 30, 2022, the Company had not commenced

All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial

Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company has generated non-operating income in the form of interest income from direct investments in U.S.

government debt securities

and investments in money market funds that invest in U.S.

government debt securities and classified as cash equivalents from the proceeds

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

liability as other income (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.

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

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

Each warrant will

become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business

Combination, or earlier upon redemption or liquidation.

Simultaneously with the closing of the Initial

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).

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 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 (see Note 4) was placed in a trust account (the

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

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

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

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

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

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

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

(i) the completion

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

Initial Business Combination - The Company’s

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

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

a Business Combination.

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

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

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

Business Combination.

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

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

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 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 U.S.

Securities and Exchange Commission (the

“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 Combination.

If the Company seeks stockholder approval in connection with a Business Combination,

4 unchanged sentences

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 initial Business Combination or to redeem 100 % of the Public Shares if the Company does not

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

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

any such amendment.

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.

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 September 30, 2022 (which was originally March 16, 2022 but has

been extended by the stockholder approval of the Extension (as defined below)), or a later date approved by the Company’s stockholders

in accordance with the Amended and Restated Certificate of Incorporation, to consummate a Business Combination (the “Combination

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.

March 8, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the

expiration of the period in which the Company has to consummate a Business Combination from March 16, 2022 to September 30, 2022 (the

“Extension”).

In connection with the approval of the Extension, on March 9, 2022, the Sponsor loaned the Company an aggregate

amount of $ 4,424,015 ($ 0.20 for each Public Share that was not redeemed in connection with the Extension) (the “Extension Loan”).

The proceeds of the Extension Loan were deposited in the Trust Account on March 9, 2022.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

below $ 10.00 per share.

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

title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity

of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a

third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

The Company will seek to

reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all

vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s

independent registered public accounting firm.

and Capital Resources

of both March 31, 2022 and December 31, 2021, the Company had $ 25,000 of cash in its operating account.

As of March 31, 2022 and December

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

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

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

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.

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.

Failure to Consummate a Business Combination

— The Company has until September 30, 2022 (which was originally March 16, 2022 but has been extended by the stockholder approval

of the Extension (as defined below)), or a later date approved by the Company’s stockholders in accordance with the Amended and

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

If the Company 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.

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.

On March 8, 2022, at a special meeting of the

Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company

has to consummate a Business Combination from March 16, 2022 to September 30, 2022 (the “Extension”).

In connection with

the approval of the Extension, on March 9, 2022, the Sponsor loaned the Company an aggregate amount of $ 4,424,015 ($ 0.20 for each Public

Share that was not redeemed in connection with the Extension) (the “Extension Loan”).

The proceeds of the Extension

Loan were deposited in the Trust Account on March 9, 2022.

The Extension Loan will not bear interest and will be repayable by the Company

to the Sponsor or its designees upon consummation of an initial Business Combination.

As a result of the approval of the Extension and the Extension Loan, the amount in the trust account was increased

to approximately $ 10.20 per Public Share.

On August 12, 2022, the Company filed a preliminary proxy statement in connection with a special meeting

of its stockholders (the “Extension Meeting”), at which the Company will seek the approval of its stockholders to extend the

expiration of the period in which it must complete a business combination from September 30, 2022 to March 16, 2023.

The Company’s

public stockholders will have the ability to redeem their Public Shares in connection with the Extension Meeting, which could result in

a smaller number of Public Shares outstanding following the Extension Meeting.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

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 below $ 10.00 per share.

This liability will not

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

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

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

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 June 30, 2022 and December 31, 2021, the

Company had approximately $ 1,475,000 and $ 25,000 , respectively, of cash in its operating account.

As of June 30, 2022 and December 31,

2021, the Company had a working capital deficit of approximately $ 6,801,000 and $ 2,634,000 , respectively.

As of March 31, 2022 and

December 31, 2021, $ 0 and approximately $ 18,000 of interest income earned on funds held in the Trust Account was available to pay taxes.

Company’s liquidity needs through March 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange

for the issuance of the Founder Shares, a loan of approximately $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 with Working Capital Loans (as defined in Note 4).

March 9, 2022, the Company borrowed $ 4,424,015 ($ 0.20 for each Public Share that was not redeemed in connection with the Extension) from

the Sponsor pursuant to the Extension Loan, which was deposited in the Trust Account.

of March 31, 2022 and December 31, 2021, there was approximately $ 5,452,000 and $ 734,000 , respectively, outstanding under the loans payable

by the Company to the Sponsor.

As of March 31, 2022 and December 31, 2021, these amounts included approximately $ 1,028,000 and $ 734,000 ,

respectively, outstanding under the Sponsor Loan, and $ 4,424,105 and $ 0 , respectively, outstanding under the Extension Loan.

March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

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.

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 March 31, 2022 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 or any future period.

The accompanying unaudited

condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the

Form 10-K and the final prospectus filed by the Company with the SEC on March 31, 2022 and March 15, 2021, respectively.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board

(the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements –

Going Concern , the Company has until September 30, 2022 to consummate a Business Combination.

The Company’s mandatory liquidation

date, if a Business Combination is not consummated, raises substantial doubt about the Company’s ability to continue as a going

These financial statements do not include any adjustments related to the recovery of the recorded assets or the classification

of the liabilities should the Company be unable to continue as a going concern.

As discussed in Note 1, in the event of a mandatory liquidation,

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

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

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

Public Shares.

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.

Note 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 accordingly, the actual results could differ significantly from those estimates.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 both March 31, 2022 and December 31, 2021.

The Company’s investments

held in the Trust Account as of both March 31, 2022 and December 31, 2021 were comprised of cash equivalents.

Concentration

of Credit Risk

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

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

Value of Financial Instruments

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.

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 against the carrying value of the shares of Class A common stock upon the

completion of the Initial Public Offering.

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 ASC 480, Distinguishing Liabilities from Equity

(“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the

warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,

and meet all of the requirements for equity classification under ASC 815 , including whether the warrants and FPS are indexed

to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of issuance of the warrants and execution of the FPA and as of each subsequent

quarterly period end date while the warrants and FPS are outstanding.

For issued or modified warrants and for instruments to be issued

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

as a component of additional paid-in capital at the time of issuance.

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.

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.

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 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 equity.

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 the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, as of March 31, 2022 and December 31, 2021, 22,120,073

and 25,000,000 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.

The Company recognizes any subsequent changes in redemption

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

of each reporting period.

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

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

This method would view the end of the reporting period as if

it were also the redemption date for the security.

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

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

Income (Loss) Per Share of Common Stock

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.

The Company applies the two-class method in calculating earnings per share and allocates

net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, nonredeemable shares of Class A common stock

and shares of Class B common stock.

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

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

Accretion associated with the redeemable shares of Class

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

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, because their exercise is contingent

upon future events and their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted earnings per share

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

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

As of June 30, 2022 and December

31, 2021, $ 291,000 and approximately $ 18,000 of interest income earned on funds held in the Trust Account was available to pay taxes.

The Company’s liquidity needs through June

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

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).

On March 9, 2022, the Company borrowed

$ 4,424,015 ($ 0.20 for each Public Share that was not redeemed in connection with the Extension) from the Sponsor pursuant to the

Extension Loan, which was deposited in the Trust Account.

On June 30, 2022, the Company entered into a Working Capital Loan (the

“2022 Working Capital Loan”) with the Sponsor in the amount of up to $ 1,000,000 in connection with advances the Sponsor

will make to the Company for working capital expenses.

Both the Extension Loan and the 2022 Working Capital Loan bear no interest

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

The principal balance may be

prepaid at any time.

As a result of the approval of the Extension and the Extension Loan, the amount in the trust account was increased

to approximately $ 10.20 per Public Share.

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

was approximately $ 6,902,000 and $ 734,000 , respectively, outstanding under the loans payable by the Company to the Sponsor.

30, 2022 and December 31, 2021, these amounts included approximately $ 1,750,000 and $ 734,000 , respectively, outstanding under the Sponsor

Loan, $ 4,424,105 and $ 0 , respectively, outstanding under the Extension Loan, and approximately $ 728,000 and $ 0 , respectively, outstanding

under the Working Capital Loans.

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.

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, 2022 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 or any future period.

The accompanying unaudited condensed financial statements should be read

in conjunction with the audited financial statements and notes thereto included in the Form 10-K and the final prospectus filed by the

Company with the SEC on March 31, 2022 and March 15, 2021, respectively.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Going Concern

In connection with the Company’s going

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

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

30, 2022 to consummate a Business Combination.

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

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

These unaudited condensed financial statements

do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should the Company

be unable to continue as a going concern.

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

the Company will redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes

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

Emerging Growth Company

The Company is an “emerging growth company”,

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

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

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

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

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

approval of any golden parachute payments not previously approved.

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

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

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

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

The JOBS Act provides that an

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

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

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

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

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

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.

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

One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination

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

Such estimates may be subject to change as more current information becomes

available and accordingly, the actual results could differ significantly from those estimates.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 both June 30, 2022 and December 31, 2021.

Certain of the Company’s investments held in the Trust Account as of both

June 30, 2022 and December 31, 2021 were comprised of cash equivalents.

Available-for-Sale Debt Securities

Certain of the Company’s investments held

in the Trust Account as of June 30, 2022 comprised of a direct investment in U.S.

government treasury bills.

The Company accounts for its investment in debt

securities in accordance with the guidance in ASC 320, Investments — Debt and Equity Securities .

When the Company has the

ability and positive intent to hold debt securities until maturity, such securities are classified as held-to-maturity and carried at

amortized cost.

None of the Company’s debt securities met the criteria for held-to-maturity classification as of June 30, 2022.

As the Company does not have the ability or positive intent to hold its debt securities until maturity, the securities are classified

as available-for-sale.

Unrealized gains and losses from available-for-sale debt securities carried at fair value are reported as a separate

component of Accumulated other comprehensive income (loss), net of deferred income taxes, in stockholders’ equity.

Interest income

recognized on the unaudited condensed statements of operations reflects accretion of discount.

Investments in debt securities are recorded

on a trade-date basis.

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 and investments in the U.S.

government debt securities held in the Trust Account.

For the three and six months ended June 30, 2022 and 2021, the Company has not

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

Fair Value of Financial Instruments

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 condensed balance sheets, primarily due to their short-term nature, with the exception of the available-for-sale debt

securities, and 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 against the carrying value of the shares of Class A common stock 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 (“ASC 815”).

The assessment considers whether the warrants and FPS are freestanding financial

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

classification under ASC 815 , including whether the warrants and FPS are indexed to the Company’s own shares of common stock

and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s

control, among other conditions for equity classification.

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

at the time of issuance of the warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants

and FPS are outstanding.

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

for equity classification, such warrants and instruments are required to be recorded as a component of additional paid-in capital at

the time of issuance.

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.

8 for further discussion of the pertinent terms of the warrants and Note 9 for further discussion of the methodology used to determine

the fair value of the warrants and FPS.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 equity.

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

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 June 30, 2022 and December 31, 2021, 22,120,073 and 25,000,000 shares of Class A common

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

of the Company’s condensed balance sheets.

The Company recognizes any subsequent changes in redemption value immediately as they

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

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

amount value of redeemable Class A common stock.

This method would view the end of the reporting period as if it were also the redemption

date for the security.

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

paid-in capital and Accumulated deficit.

Net 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.

The Company applies the two-class method in calculating earnings per share and allocates net income (loss) pro-rata to shares of Class

A common stock subject to possible redemption, nonredeemable shares of Class A common stock and shares of Class B common stock.

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

The Company has not considered the effect of

the warrants to purchase an aggregate of 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, because their exercise is contingent upon future events and their inclusion would be

anti-dilutive under the treasury stock method.

As a result, diluted earnings per share of common stock is the same as basic earnings

per share of common stock for the periods presented.

The following table reflects the calculation

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

For the Three Months Ended

March 31, 2022

June 30, 2022

For the Three Months Ended

March 31, 2021

Class A – Public shares

Class A – Private placement shares

Class B – Common stock

Class A – Public shares

Class A – Private placement shares

Class B – Common stock

June 30, 2021

Basic and diluted net income per share of common stock

Allocation of net income

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

Basic and diluted net income per share of common stock

For the Six Months Ended

June 30, 2022

For the Six Months Ended

June 30, 2021

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

Allocation of net income (loss)

$ ( 796,432 )

$ ( 1,009,479 )

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

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

ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”) which requires

an asset and liability approach to financial accounting and reporting for income taxes.

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets

and liabilities and their respective tax bases.

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

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

The effect on deferred

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

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

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

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

be sustained upon examination by tax authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

amounts were accrued for the payment of interest and penalties as of both March 31, 2022 and December 31, 2021.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is subject to income tax examinations by major taxing authorities since inception.

Accounting Pronouncements

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt—Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for

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

The standard is expected to reduce complexity and improve

comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity.

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

Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently

adopted, would have a material effect on the Company’s unaudited condensed financial statements.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company complies with the accounting and

reporting requirements of ASC 740, Income Taxes (“ASC 740”) which requires an asset and liability approach to financial

accounting and reporting for income taxes.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

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

The effect on deferred tax assets and liabilities of a

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

Valuation allowances are established, when

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

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

had deferred tax assets with a full valuation allowance recorded against them.

ASC 740 prescribes a recognition threshold and

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

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

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

No amounts were accrued for the payment of interest

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

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

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

The Company is subject to income tax examinations

by major taxing authorities since inception.

The Company’s current taxable income primarily

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

The Company’s general and administrative costs are generally

considered start-up costs and are not currently deductible.

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

recorded income tax expense of approximately $ 40 ,000 and $ 0 , respectively.

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

months ended June 30, 2022 and 2021 was approximately 0.9 % and 0 %, respectively, which differs from the federal statutory rate mainly

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

currently not deductible as they are deferred for tax purposes, partially offset by release of a portion of the valuation allowance against

net operating losses utilized during the three months ended June 30, 2022.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards

Update (“ASU”) No.

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

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

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

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

instruments and contracts in an entity’s own equity.

The ASU also enhances information transparency by making targeted improvements

to the related disclosures guidance.

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

in cash or shares and for convertible instruments.

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

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

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

The Company’s management does not believe

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

on the Company’s unaudited condensed financial statements.

CF ACQUISITION CORP.

NOTES TO 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’

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’

over-allotment option.

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“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 underwriters not exercising

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

issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares).

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 7).

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 underwriters

not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20 % of the

Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement

Note 4—Related Party Transactions

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directors of the Company.

As a result, the Company recognized approximately $ 29,000 of compensation expense at fair value that was presented

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

On March 11, 2021, the Company effected a 1.1-for-1

As a result, the Company recognized no compensation expense and approximately $ 29,000 of compensation expense

at fair value that was presented in the Company’s statements of operations for the three and six months ended June 30, 2022, respectively.

On March 11, 2021, the Company effected a 1.1-for-1 stock split .

All share and per share amounts have been retroactively adjusted.

On March 16, 2021, the Sponsor forfeited 75,000 shares

of Class B common stock, due to the underwriter not exercising the over-allotment 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 Private Placement Shares), resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and two of the

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.

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

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 Private Placement Shares), resulting in an aggregate of 6,250,000 Founder

Shares outstanding and held by the Sponsor and two of the 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.

The initial stockholders have agreed, subject

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Private Placement Units

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

Each Private Placement Warrant

is exercisable for one share of Class A common stock at a price of $ 11.50 per share.

Each Private Placement

Warrant is exercisable for one share of Class A common stock at a price of $ 11.50 per share.

On March 25, 2022, the Sponsor transferred

2,500 shares of Class A common stock to an independent director of the Company.

As a result, the Company recognized approximately $ 20,000 of

compensation expense at fair value that was presented in the Company’s statement of operations for the three months ended March

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.

As a result, the Company recognized no compensation expense

and approximately $ 20,000 of compensation expense at fair value that was presented in the Company’s statement of operations for

the three and six months ended June 30, 2022, respectively.

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 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.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Cantor Fitzgerald & Co.

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as an advisor

in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business

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

in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential

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

the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination.

The Company will pay CF&Co.

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

in an amount equal to $ 9,350,000 , which is equal to 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 underwriter’s over-allotment option.

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

Combination in an amount equal to $ 9,350,000 , which is equal to 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 underwriter’s over-allotment option.

Related Party Loans

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

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

Business Combination.

For the three months ended March 31, 2022 and 2021, the Company paid $30,000 and approximately $5,000, respectively,

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

Company’s initial Business Combination.

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

space and administrative fees.

For the six months ended June 30, 2022 and 2021, the Company paid $60,000 and approximately $35,000, respectively,

for office space and administrative fees.

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which was deposited in the Trust Account.

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

The Extension Loan bears no interest and is due and payable on the date on which the Company

consummates its initial Business Combination.

As a result of the approval of the Extension and the Extension Loan, the amount in the trust account was increased

to approximately $ 10.20 per Public Share.

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

was approximately $ 6,902,000 and $ 734,000 , respectively, outstanding under the loans payable by the Company to the Sponsor.

30, 2022 and December 31, 2021, these amounts included approximately $ 1,750,000 and $ 734,000 , respectively, outstanding under the Sponsor

Loan, and $ 4,424,105 and $ 0 , respectively, outstanding under the Extension Loan.

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.

Loan, $ 4,424,105 and $ 0 , respectively, outstanding under the Extension Loan, and approximately $ 728,000 and $ 0 , respectively, outstanding

under the Working Capital Loans.

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”).

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.

March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

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.

On June 30, 2022, the

Company entered into the 2022 Working Capital Loan with the Sponsor in the amount of up to $ 1,000,000 .

The 2022 Working Capital Loan

bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination.

The principal

balance may be prepaid at any time.

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

1 unchanged sentence

The unpaid balance is included in Payables to related

parties on the accompanying unaudited condensed balance sheets.

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

payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $ 571,000 .

parties on the accompanying condensed balance sheets.

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

to the Sponsor for such expenses paid on the Company’s behalf of approximately $ 1,450,000 and $ 571,000 , respectively.

CF ACQUISITION CORP.

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partially exercised the

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

over-allotment option for 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

12 unchanged sentences

Risks and Uncertainties

Management continues to evaluate the impacts of

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

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

its operations and/or search for a target company, the specific impacts are 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

these uncertainties.

Management continues to evaluate the impacts

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

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

of its operations and/or search for a target company, the specific impacts are 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 these uncertainties.

Note 6 – Available-for-Sale Debt Securities

The following table presents the amortized cost,

gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account:

June 30, 2022

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

government debt securities (1) (2)

$ 224,485,500

$ ( 329,250 )

$ 224,156,250

(1) Contractual maturities are one year or less.

(2) One individual debt security was in a continuous unrealized

loss position for less than 12 months and for which no allowance for credit loss has been recorded.

The Company did not recognize the unrealized

losses in earnings on its available-for-sale debt securities during the three and six months ended June 30, 2022, because it was determined

that such losses were due to non-credit factors.

Additionally, as of June 30, 2022, the Company neither intended to sell nor did it believe

that it was more likely than not that it will be required to sell these securities before recovery of their amortized cost basis.

The Company did not have any sales of its available-for-sale

debt securities during the three and six months ended June 30, 2022.

Note 7 —Stockholders’ Deficit

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

As of March 31, 2022 and December

As of June 30, 2022 and December

31, 2021, there were 540,000 shares of Class A common stock issued and outstanding, excluding 22,120,073 and 25,000,000 shares subject

8 unchanged sentences

are entitled to one vote for each share.

As of both March 31, 2022 and December 31, 2021, there were 6,250,000 shares of Class B common

As of both June 30, 2022 and December 31, 2021, there were 6,250,000 shares of Class B common

stock issued and outstanding.

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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

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

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(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

of 20,000 Founder Shares to two of the independent directors of the Company.

On March 11, 2021, the Company effected a 1.1-for-1 stock

On March 8, 2021, the Sponsor transferred an

aggregate of 20,000 Founder Shares to two of the independent directors of the Company.

On March 11, 2021, the Company effected a 1.1-for-1

On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, resulting in an aggregate of 6,250,000 Founder

5 unchanged sentences

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

As of both March 31, 2022 and December

As of both June 30, 2022 and December

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

11 unchanged sentences

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.

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

The 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

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The Company may redeem the Public Warrants:

● in whole and not in part;

● at a price of $0.01 per warrant;

● at any time during the exercise

● 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.

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.

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;

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

If the Company calls the Public Warrants for

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

basis,” as described in the warrant agreement.

The exercise price and number of shares of Class

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Accordingly, the warrants may expire

Note 8—Fair Value Measurements on

a Recurring Basis

Fair value is defined

as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market

participants at the measurement date.

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

techniques used in measuring fair value.

The hierarchy gives the

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

priority to unobservable inputs (Level 3 measurements).

Note 9—Fair Value Measurements

on a Recurring Basis

Fair value is defined as the price that would

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

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

The hierarchy gives the highest priority to unadjusted

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

(Level 3 measurements).

These three levels of the fair value hierarchy are:

● Level 1 measurements - unadjusted

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

● Level 2 measurements - inputs

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

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

● Level 3 measurements - unobservable

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

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

Level 1 measurements -

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

Level 2 measurements -

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

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

Level 3 measurements -

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

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In some circumstances,

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

In those instances, the

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

to the fair value measurement.

The following tables

present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March

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

March 31, 2022

In some circumstances, the inputs used to measure

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

In those instances, the fair value measurement is

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

The following tables present information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31,

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

June 30, 2022

Significant Other

3 unchanged sentences

Assets held in Trust Account – U.S.

Treasury Securities

government debt securities

$ 225,727,465

9 unchanged sentences

Assets held in Trust Account - U.S.

Treasury Securities

government debt securities

$ 250,017,673

3 unchanged sentences

Total Liabilities

Level 1 assets as of

both March 31, 2022 and December 31, 2021 include investments in a money market fund that holds U.S.

Treasury securities.

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

the fair value of its investments.

Level 1 assets as of both June 30, 2022 and December

31, 2021 include investments in a money market fund classified as cash equivalents;

the fund holds U.S.

government debt securities.

of June 30, 2022, Level 1 assets also include a direct investment in the U.S.

government treasury bills classified as available-for-sale-debt

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

1 unchanged sentence

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.

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

7 unchanged sentences

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

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

to possible redemption.

10 unchanged sentences

of common stock based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate was

based on the U.S.

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

The risk-free interest rate

was based on the U.S.

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

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

The dividend rate was based on the

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

The aforementioned warrant liability is not subject to qualified hedge

The dividend rate was based

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

The aforementioned warrant liability is not subject to qualified

hedge accounting.

The following table provides quantitative information

7 unchanged sentences

Subsequent Measurement

During the year ended December 31, 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

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

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

Warrants is equivalent to that of the Public Warrants.

As such, the Private Placement Warrants were reclassified from Level 3 to Level

2 during the year ended December 31, 2021.

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

ended March 31, 2022.

As of March 31, 2022, the aggregate fair values

of the Private Placement Warrants and Public Warrants were approximately $ 0.04 million and $ 2.1 million respectively.

As of December 31,

2021, the aggregate fair values of the Private Placement Warrants and Public Warrants were approximately $ 0.1 million and $ 5.2 million,

respectively.

During the year ended December 31, 2021, the

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

an inactive market.

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

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

Placement Warrants is equivalent to that of the Public Warrants.

As such, the Private Placement Warrants were reclassified from Level

3 to Level 2 during the year ended December 31, 2021.

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

three and six months ended June 30, 2022.

The following tables present the changes in the

fair value of warrant liability for the period from March 16, 2021 through March 31, 2021 and for the three months ended March 31, 2022:

Private Placement

Warrant Liability

fair value of warrant liability for the three and six months ended June 30, 2022, for the period from March 16, 2021 through June 30,

2021, and for the three months ended June 30, 2021:

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

( 3,125,625 )

( 3,193,138 )

Fair value as of March 31, 2022

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2022

Fair value as of March 16, 2021

Private Placement

Warrant Liability

Fair value as of December 31, 2021 (2)

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2021

Change in valuation inputs or other assumptions (1)

( 1,068,750 )

( 1,091,835 )

Fair value as of March 31, 2022

(1) Changes in valuation inputs

or other assumptions are recognized in Change in fair value of warrant liability in the 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 approximately $ 7.1 million during the year ended December 31, 2021.

Fair value as of June 30, 2021 (2)

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

to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public

Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling

approximately $ 7.1 million during the three and six months ended June 30, 2021.

CF ACQUISITION CORP.

1 unchanged sentence

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 March 31, 2022 and December 31, 2021, the

probability assigned to the consummation of the Business Combination was 70 % and 80 %, respectively.

The probability was determined based

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

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 June 30, 2022 and December 31, 2021,

the probability assigned to the consummation of the Business Combination was 43 % and 80 %, respectively.

The probability was determined

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

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

The following tables present the changes in the

fair value of the FPS liability for the period from March 16, 2021 through March 31, 2021 and for the three months ended March 31, 2022:

FPS Liability

fair value of the FPS liability for the three and six months ended June 30, 2022, for the period from March 16, 2021 through March 31,

2021, and for the three months ended June 30, 2021:

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2022

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2022

Fair value as of March 16, 2021

FPS Liability

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2021

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

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2021

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

Note 10—Subsequent Events

2 unchanged sentences

that there have been no events, that have occurred that would require adjustments to the disclosures in the unaudited condensed financial

statements other than the below.

On August 12, 2022, the Company filed a preliminary proxy statement in connection with a stockholders meeting

to vote on a proposed extension of time for the Company to consummate a business combination from September 30, 2022 to March 16, 2023.

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