What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 610 added, 509 removed, 609 unchanged (65% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

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 )

$ 250,808,980

Liabilities and Stockholders’ Deficit:

9 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 June 30, 2022 and December 31, 2021, respectively

Class A common stock subject to possible redemption, 2,960,098 and 25,000,000 shares issued and outstanding at redemption value of $ 10.53 and $ 10.00 per share as of September 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 June 30, 2022 and December 31, 2021

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

540,000 shares issued and outstanding (excluding 2,960,098 and 25,000,000 shares subject to possible redemption) as of September 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 June 30, 2022 and December 31, 2021

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

Additional paid-in-capital

8 unchanged sentences

$ 250,808,980

The accompanying notes are an integral part

2 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

the Three Months Ended

For the Six Months Ended

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative costs

2 unchanged sentences

Loss from operations

( 1,188,906 )

( 1,227,358 )

( 2,115,695 )

( 1,744,754 )

Interest income on investments held in Trust Account

Interest expense on mandatorily redeemable Class A common stock

Changes in fair value of warrant liability

1 unchanged sentence

( 2,000,816 )

Net income (loss) before provision for income tax

Income (loss) before provision for income tax

( 1,055,126 )

Income tax provision for income taxes

( 2,440,529 )

Provision for income taxes

Net income (loss)

$ ( 811,420 )

$ ( 1,055,126 )

$ ( 2,440,529 )

Weighted average number of shares of common stock outstanding:

13 unchanged sentences

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30,

For the Six Months Ended

For the Three Months Ended September 30,

For the Nine Months Ended

September 30,

Net income (loss)

$ ( 811,420 )

Other comprehensive loss

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

Total other comprehensive loss

$ ( 1,055,126 )

$ ( 2,440,529 )

Other comprehensive income

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

other comprehensive income

Comprehensive income (loss)

$ ( 482,170 )

$ ( 1,055,126 )

$ ( 2,440,529 )

The accompanying notes are an integral

2 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Three and Six Months Ended June 30,

For the Three and Nine Months Ended September

Comprehensive

Stockholders’

Balance - December 31, 2021

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

Stock-based compensation

Balance - March 31, 2022

Other comprehensive loss

Balance - June 30, 2022

For the Three and Six Months Ended June 30,

- December 31, 2021

$ ( 9,499,368 )

$ ( 9,352,134 )

for redeemable shares of Class A common stock to redemption value

( 4,228,049 )

( 4,424,015 )

- March 31, 2022

$ ( 10,315,004 )

$ ( 10,314,325 )

comprehensive loss

- June 30, 2022

$ ( 9,349,568 )

$ ( 329,250 )

$ ( 9,678,139 )

for redeemable shares of Class A common stock to redemption value

comprehensive income

– September 30, 2022

$ ( 11,137,821 )

$ ( 11,137,142 )

For the Three and Nine Months Ended September

Stockholders’

Balance – December 31, 2020

– December 31, 2020

6,325,000 (1)

Sale of Class A common stock to Sponsor in private placement

of Class A common stock to Sponsor in private placement

Forfeiture of Class B common stock by Sponsor at $ 0.0001 par value

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

for redeemable shares of Class A common stock to redemption value

( 5,248,470 )

3 unchanged sentences

( 1,823,114 )

Balance – March 31, 2021

– March 31, 2021

$ ( 9,614,637 )

$ ( 9,613,958 )

Balance – June 30, 2021

– June 30, 2021

$ ( 9,176,926 )

$ ( 9,176,247 )

( 1,055,126 )

– September 30, 2021

$ ( 10,232,052 )

$ ( 10,231,373 )

number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in

7 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

5 unchanged sentences

Interest income on investments held in Trust Account

Interest expense on mandatorily redeemable Class A common stock

Changes in fair value of warrant liability

5 unchanged sentences

Accrued expenses

( 1,175,483 )

Franchise tax payable

6 unchanged sentences

Proceeds from Trust Account to pay franchise taxes

Proceeds from Trust Account to redeem Public Shares

Sales of cash equivalents held in Trust Account

Purchase of cash equivalents held in Trust Account

( 225,000,000 )

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

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

Net cash provided by (used in) investing activities

3 unchanged sentences

Proceeds received from initial public offering

Redemption payment to public Class A common stockholders

Redemption payment for Public Shares

( 224,920,621 )

4 unchanged sentences

( 2,039,688 )

( 1,178,210 )

Net cash provided by (used in) financing activities

22 unchanged sentences

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.

As of September 30, 2022, the Company had not

commenced operations.

All activity through September 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

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

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”).

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.

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

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

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

which is described in Note 3.

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

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

Each warrant will become exercisable 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

1 unchanged sentence

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

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).

8 unchanged sentences

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

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:

7 unchanged sentences

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.

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

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

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

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

CF ACQUISITION CORP.

17 unchanged sentences

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,

the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement

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

In addition, the

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

the initial stockholders in connection with the completion of a Business Combination.

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, the initial stockholders (as

defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased

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

In addition, the initial stockholders have agreed to waive

their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with

the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and

3 unchanged sentences

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 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.

8 unchanged sentences

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.

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.

— The Company has until March 16, 2023 (which was originally March 16, 2022, was extended to September 30, 2022 in the First

Extension (as defined below) and has now been further extended by the stockholder approval of the Second 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.

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.

As set forth in Note 9, the Company entered into an Agreement and Plan of Merger, dated October 9, 2022, by and

among the Company, XBP Europe (as defined in Note 9) and the other parties thereto, which if consummated would be a Business Combination

that is anticipated to close in 2023.

If the proposed merger with XBP Europe is not closed during the Combination Period, we may seek

approval from our stockholders to further extend the Combination Period.

For more information regarding such proposed merger, reference

is made to the Company’s Form 8-K filed with the SEC on October 11, 2022.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 “First Extension”).

In connection

with the approval of the First 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 First Extension) (the “First Extension Loan”).

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

The First 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 First Extension and the First Extension Loan, the amount in the Trust Account was increased to approximately $ 10.20

per Public Share.

On September 27, 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 September 30, 2022 to March 16, 2023 (the “Second Extension”).

In connection

with the approval of the Second Extension, on September 30, 2022, the Sponsor loaned the Company an aggregate amount of $ 976,832 ($ 0.33

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

of the Second Extension Loan were deposited in the Trust Account on September 30, 2022.

The Second 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.

of the approval of the Second Extension and the Second Extension Loan, the amount in the Trust Account was increased to approximately

$ 10.53 per Public Share.

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.

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

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

the Combination Period.

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

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

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

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

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

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,

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

the Company had approximately $ 265,000 and $ 25,000 , respectively, of cash in its operating account.

As of September 30, 2022 and December

31, 2021, the Company had a working capital deficit of approximately $ 8,825,000 and $ 2,634,000 , respectively.

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

As of September 30, 2022

and December 31, 2021, approximately $ 21,000 and $ 18,000 , respectively, of interest income earned on funds held in the Trust Account was available to

The Company’s liquidity needs through September

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).

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

Capital Loan (as defined below).

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

in order to finance transaction costs in connection with a Business Combination, the Sponsor 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”),

which Sponsor Loan has been fully drawn by the Company.

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

$ 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.

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

Loan, which was deposited in the Trust Account.

As a result of the approval of the First Extension and the First Extension Loan, the amount

in the Trust Account was increased to approximately $ 10.20 per Public Share.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On June 30, 2022, the Company entered into a Working

Capital Loan (the “First 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, which First Working Capital Loan has been fully drawn by the Company.

On September 30, 2022, the Company borrowed $ 976,832

($ 0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension

Loan, which was deposited in the Trust Account.

As a result of the approval of the Second Extension and the Second Extension Loan, the

amount in the Trust Account was increased to approximately $ 10.53 per Public Share.

Each of the First Extension Loan, the First Working

Capital Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial

Business Combination.

The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

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

approximately $ 8,151,000 and $ 734,000 , respectively, was outstanding under the loans payable by the Company to the Sponsor.

As of September

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

Loan, $ 4,424,015 and $ 0 , respectively, outstanding under the First Extension Loan, $ 976,832 and $ 0 , respectively, outstanding under the

Second Extension Loan, and approximately $ 1,000,000 and $ 0 , respectively, outstanding under the First Working Capital Loan.

Based on the foregoing, management believes that

6 unchanged sentences

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.

The unaudited condensed financial statements are

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

GAAP”) and pursuant

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

opinion of management, necessary for a fair presentation of the financial position as of September 30, 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

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.

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

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 March 16, 2023 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.

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

6 unchanged sentences

approval of any golden parachute payments not previously approved.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

2 unchanged sentences

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

The JOBS Act provides that an emerging

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

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

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

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

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

This may make comparison of the Company’s

10 unchanged sentences

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

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

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

of the more significant accounting estimates included in these 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.

Cash and Cash Equivalents

2 unchanged sentences

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.

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

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

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

Concentration of Credit Risk

Financial instruments that potentially

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

the Federal Deposit Insurance Corporation maximum coverage limit of $ 250,000 , and cash equivalents 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.

Financial instruments that potentially subject

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

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

For the three and nine

months ended September 30, 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.

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 warrant and FPS liabilities.

Offering Costs Associated with the Initial

4 unchanged sentences

discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

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

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

8 unchanged sentences

the fair value of the warrants and FPS.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Class A Common Stock Subject to Possible

4 unchanged sentences

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.

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

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

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

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.

All of the Public Shares

feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain

future events.

Accordingly, as of September 30, 2022 and December 31, 2021, 2,960,098 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

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

The Company complies with the accounting and disclosure

requirements of ASC 260, Earnings Per Share .

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

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

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

Accretion associated

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

The Company has not considered the effect of the

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

in the calculation of diluted earnings per share, 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:

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.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following tables reflect the calculation of

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

For the Three Months Ended

June 30, 2022

September 30, 2022

For the Three Months Ended

June 30, 2021

Basic and diluted net income per share of common stock

Allocation of net income

September 30, 2021

Basic and diluted net loss per share of common stock

Allocation of net loss

$ ( 610,725 )

$ ( 184,734 )

$ ( 829,763 )

$ ( 207,440 )

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 loss per share of common stock

For the Nine Months Ended

September 30, 2022

For the Nine Months Ended

September 30, 2021

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

Allocation of net income (loss)

$ ( 1,803,246 )

$ ( 598,333 )

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

2 unchanged sentences

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.

The Company complies with the accounting and reporting

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

and reporting for income taxes.

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

to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax

assets to the amount expected to be realized.

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

with a full valuation allowance recorded against them.

ASC 740 prescribes a recognition threshold and

3 unchanged sentences

No amounts were accrued for the payment of interest

and penalties as of both 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.

and penalties as of both September 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

4 unchanged sentences

considered start-up costs and are not currently deductible.

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

During the three months ended September 30, 2022 and 2021, the Company recorded

income tax expense of approximately $ 98,000 and $ 0 , respectively.

During the nine months ended September 30, 2022 and 2021, the Company

recorded income tax expense of approximately $ 139,000 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

The Company’s effective tax rate for the three months

ended September 30, 2022 and 2021 was ( 13.8 )% and 0 %, respectively.

The Company’s effective tax rate for the nine months ended September

30, 2022 and 2021 was 3.7 % and 0 %, respectively.

The Company’s effective tax rate 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.

currently not deductible as they are deferred for tax purposes.

Recent Accounting Pronouncements

10 unchanged sentences

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.

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.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise

tax on certain repurchases (including redemptions) of stock by publicly traded U.S.

corporations and certain U.S.

subsidiaries of publicly

traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the

shares are repurchased.

The IR Act applies only to repurchases that occur after December 31, 2022.

In addition, certain exceptions apply

to the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination,

extension vote or otherwise, may be subject to the excise tax depending on a number of factors.

In addition, because the excise tax would

be payable by the Company and not by the redeeming stockholders, the mechanics of any required payment of the excise tax have not yet

been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s

ability to complete a Business Combination.

At this time, it has been determined that none of the IR Act tax provisions have an impact

to the Company’s fiscal 2022 tax provision.

Management will continue to monitor any updates to the Company’s business along

with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in

future periods.

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.

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.

1 unchanged sentence

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.

1 unchanged sentence

“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 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

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 Shares).

Note 4—Related Party Transactions

6 unchanged sentences

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.

at fair value that was presented in the Company’s statements of operations for the three and nine months ended September 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.

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

All share and per share amounts have been retroactively

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

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

4 unchanged sentences

restrictions.

Further, in connection with the proposed business combination with XBP Europe, subject to and conditioned upon the closing

of such business combination, the Sponsor agreed to forfeit 733,400 Founder Shares.

The initial stockholders have agreed, subject

6 unchanged sentences

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

In connection with the proposed business combination with XBP Europe, subject to and conditioned upon the closing of such business combination,

the Sponsor agreed to amend the lock-up terms applicable to the Founder Shares described above to remove clause (x) above.

Private Placement Units

4 unchanged sentences

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

2 unchanged sentences

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 three and nine months ended September 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.

5 unchanged sentences

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;

provided, however, in connection

with the proposed business combination with XBP Europe, subject to and conditioned upon the closing of such business combination, CF&Co.

agreed to waive the Marketing Fee.

In addition, the Company engaged CF&Co.

as its exclusive financial advisor for the proposed business

combination with XBP Europe, but CF&Co.

is not entitled to any fee with respect to such engagement.

Related Party Loans

6 unchanged sentences

In order to finance transaction costs in connection

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

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

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

the Sponsor, 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.

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.

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, $ 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.

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

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

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

the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Company’s

initial Business Combination, which Sponsor Loan has been fully drawn by the Company.

For both the three months ended September 30, 2022

and 2021, the Company paid $30,000 for office space and administrative fees.

For the nine months ended September 30, 2022 and 2021, the

Company paid $90,000 and approximately $65,000, respectively, for office space and administrative fees.

If the Sponsor Loan is insufficient to cover the

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

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

If the Company

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

to the Company.

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

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

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.

On June 30, 2022, the Company entered into the

First Working Capital Loan with the Sponsor in the amount of up to $ 1,000,000 , which First Working Capital Loan has been fully drawn by

The First 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 of the First Working Capital Loan may be prepaid at any time.

Except for the foregoing with respect to the First

Working Capital Loan and the Second Working Capital Loan (see Note 9), the terms of any other Working Capital Loans have not been determined

and no written agreements exist with respect to such loans.

On March 9, 2022, the Company borrowed $ 4,424,015

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

Loan, which was deposited in the Trust Account.

The First 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 First Extension and the First Extension Loan,

the amount in the Trust Account was increased to approximately $ 10.20 per Public Share.

On September 30, 2022, the Company borrowed $ 976,832

($ 0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension

Loan, which was deposited in the Trust Account.

The Second 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 Second Extension and the Second Extension

Loan, the amount in the Trust Account was increased to approximately $ 10.53 per Public Share.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

approximately $ 8,151,000 and $ 734,000 , respectively, was outstanding under the loans payable by the Company to the Sponsor.

As of September

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

Loan, $ 4,424,015 and $ 0 , respectively, outstanding under the First Extension Loan, $ 976,832 and $ 0 , respectively, outstanding under the

Second Extension Loan, and approximately $ 1,000,000 and $ 0 , respectively, outstanding under the First Working Capital Loan.

The Sponsor pays expenses on the Company’s

2 unchanged sentences

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.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of September 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 $ 78,000 and $ 571,000 , respectively.

Further, in connection with the proposed business

combination with XBP Europe, subject to and conditioned upon the closing of such business combination, the Sponsor agreed that all amounts

outstanding under loans from the Sponsor to the Company shall be automatically converted into shares of Class A common stock in accordance

with, and subject to the exceptions set forth in, the Merger Agreement (as defined in Note 9).

Note 5—Commitments and Contingencies

14 unchanged sentences

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 option.

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

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.

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.

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 —Stockholders’ Deficit

1 unchanged sentence

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

As of 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

to possible redemption, respectively.

The outstanding shares of Class A common stock comprise of 540,000 shares included in the Private

Placement Units.

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

contained in the Public Shares.

As of September 30, 2022 and December

31, 2021, there were 540,000 shares of Class A common stock issued and outstanding, excluding 2,960,098 shares (following the redemptions

of 2,879,927 shares of Class A common Stock in connection with the First Extension and 19,159,975 shares of Class A common Stock in connection

with the Second Extension) and 25,000,000 shares subject to possible redemption, respectively.

The outstanding shares of Class A common

stock comprise of 540,000 shares included in the Private Placement Units.

The shares of Class A common stock included in the Private Placement

Units do not contain the same redemption features contained in the Public Shares.

Class B Common Stock –The

2 unchanged sentences

are entitled to one vote for each share.

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

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

stock issued and outstanding.

15 unchanged sentences

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

2 unchanged sentences

(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

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 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 June 30, 2022 and December

As of both September 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

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.

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

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

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

Notwithstanding the foregoing, if a registration

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

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

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

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

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

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

The Private Placement Warrants are identical to

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

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

certain limited exceptions.

Additionally, the Private Placement Warrants will

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

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

3 unchanged sentences

The Company may redeem the Public Warrants:

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.

● in whole and not in part;

at a price of $0.01 per warrant;

at any time during the exercise period;

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

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

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

If the Company calls the Public Warrants for redemption,

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

as described in the warrant agreement.

The exercise price and number of shares of Class

8 unchanged sentences

Accordingly, the warrants may expire

Note 9—Fair Value Measurements

on a Recurring Basis

Note 8—Fair Value Measurements on

a Recurring Basis

Fair value is defined as the price that would

5 unchanged sentences

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.

5 unchanged sentences

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,

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

September 30, 2022

Significant Other

4 unchanged sentences

government debt securities

$ 225,727,465

Warrant liability

13 unchanged sentences

Total Liabilities

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

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

Level 1 assets as of both September 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.

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

20 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

The risk-free interest rate was

based on the U.S.

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

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

The dividend rate was based

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

The aforementioned warrant liability is not subject to qualified

hedge accounting.

The 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 following table provides quantitative information

about the inputs utilized by the Company in the fair value measurement of the warrants as of March 16, 2021:

March 16, 2021

Risk-free interest rate

4 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 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.

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 and

nine months ended September 30, 2022.

The following tables present the changes in the

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

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

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

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

Fair value as of December 31, 2021

5 unchanged sentences

Fair value as of June 30, 2022

Change in valuation inputs or other assumptions (1)

( 1,080,000 )

( 1,103,328 )

Fair value as of September 30, 2022

Fair value as of March 16, 2021

5 unchanged sentences

Fair value as of June 30, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2021 (2)

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

1 unchanged sentence

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.

approximately $ 7.1 million during the nine months ended September 30, 2021.

The Company did not have any transfers out of Level 3 during

the three months ended September 30, 2021.

CF ACQUISITION CORP.

13 unchanged sentences

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

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

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

the probability assigned to the consummation of the Business Combination was 60 % 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.

based on observed success rates of business combinations for special purpose acquisition companies.

The following tables present the changes in the

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

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

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

30, 2021, and for the three months ended September 30, 2021.

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

the three and nine months ended September 30, 2022.

Fair value as of December 31, 2021

3 unchanged sentences

Fair value as of June 30, 2022

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2022

Fair value as of March 16, 2021

3 unchanged sentences

Fair value as of June 30, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2021

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

4 unchanged sentences

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.

On October 9, 2022, the Company entered into an

Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”)

by and among the Company, Sierra Merger Sub, Inc., a Delaware corporation and a direct wholly owned

subsidiary of the Company (“Merger Sub”), BTC International Holdings, Inc., a Delaware corporation (“Parent”)

and XBP Europe, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“XBP Europe”).

to the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into XBP Europe (the “Merger”

and together with the other transactions contemplated by the Merger Agreement, the “Transactions” )

whereby the separate existence of Merger Sub will cease and XBP Europe will be the surviving corporation of the Merger and become a wholly

owned subsidiary of the Company.

The board of directors of the Company has unanimously

approved the Merger and the other Transactions.

The closing of the Transactions will require the approval of the stockholders of the Company,

and is subject to other customary closing conditions, including the receipt of certain regulatory approvals.

Certain existing agreements of the Company, included

but not limited to the business combination marketing agreement, have been or will be amended or amended and restated in connection with

the Transactions.

For more information related to the Transactions, reference should be made to the Form 8-K that was filed by the Company

with the SEC on October 11, 2022.

On October 14, 2022, the Company entered into

a second working capital loan (the “Second Working Capital Loan”) with the Sponsor in the amount of up to $ 750,000 in connection

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

The Second 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 of the Second

Working Capital Loan may be prepaid at any time with funds outside of the Trust Account.

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