What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-08-15 · 161 added, 124 removed, 188 unchanged (60% of the section changed)

64 unchanged sentences

stockholders, our stockholders approved the extension of our term to complete our Initial Business Combination from March 16, 2022 to

September 30, 2022 (the “Extension”).

In connection with the Extension, the Sponsor loaned us 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”).

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

In connection with the stockholder vote to

approve the Extension, 2,879,927 Public Shares were redeemed at $10.00 a share, resulting in a reduction of $28,799,270 in the amount

held in the Trust Account.

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.

We have until September 30, 2022 or a later date

approved by our stockholders in accordance with the Amended and Restated Certificate of Incorporation, to consummate an Initial Business

Combination (the “Combination Period”).

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

Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than

ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

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

our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations

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

There will be no redemption rights

or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an Initial Business Combination

within the Combination Period.

On August 12, 2022, we filed a preliminary proxy statement in connection with a special meeting of our stockholders

(the “Extension Meeting”), at which we will seek the approval of our stockholders to extend the expiration of the period in

which we must complete a business combination from September 30, 2022 to March 16, 2023.

Our 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.

September 30, 2022 (the “First Extension”).

In connection with the First Extension, the Sponsor loaned us 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”).

The proceeds 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 us to the Sponsor or its designees upon consummation of an Initial Business Combination.

In connection

with the stockholder vote to approve the First Extension, 2,879,927 Public Shares were redeemed at $10.00 a share, resulting in a reduction

of $28,799,270 in the amount held 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.

On September 27, 2022, at a special meeting of

our stockholders, our stockholders approved the extension of our term to complete our Initial Business Combination from September 30,

2022 to March 16, 2023 (the “Second Extension”).

In connection with the Second Extension, the Sponsor loaned us 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

The proceeds 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 us to the Sponsor or its designees upon consummation of an Initial Business Combination.

In connection with the stockholder vote to approve the Second Extension, 19,159,975 Public Shares were redeemed at approximately $10.23

a share, resulting in a reduction of $196,121,351 in the amount held 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.

We have until March 16, 2023 or a later date approved

by our stockholders in accordance with the Amended and Restated Certificate of Incorporation, to consummate an Initial Business Combination

(the “Combination Period”).

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

we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

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

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

stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations under

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

There will be no redemption rights or liquidating

distributions with respect to our warrants, which will expire worthless if we fail to complete an Initial Business Combination within

the Combination Period.

Liquidity and Capital Resources

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

As of both September 30, 2022 and December 31,

2021, we had approximately $265,000 and $25,000 of cash in our operating account.

As of June 30, 2022 and December 31, 2021, we had a working

capital deficit of approximately $6,801,000 and $2,634,000, respectively.

As of June 30, 2022 and December 31, 2021, we had $$291,000

and approximately $18,000, respectively, of interest income from the Trust Account available to pay taxes (less up to $100,000 of interest

to pay dissolution expenses).

Our liquidity needs through June 30, 2022 have

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

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

a working capital deficit of approximately $8,825,000 and $2,634,000, respectively.

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

had approximately $21,000 and $18,000, respectively, of interest income from the Trust Account available to pay taxes (less up to $100,000

of interest to pay dissolution expenses).

Our 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”), the proceeds from the consummation of the Private

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

We fully repaid the Pre-IPO Note upon

completion of the Initial Public Offering.

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

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

business and other working capital requirements after the Initial Public Offering and prior to our Initial Business Combination (the “Sponsor

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

may, but are not obligated to, provide us additional loans (“Working Capital Loans”).

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

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

In addition, in order to finance transaction

costs in connection with an Initial Business Combination, the Sponsor has committed up to $1,750,000 to be provided to us to fund our

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

and prior to our Initial Business Combination (the “Sponsor Loan”), which Sponsor Loan has been fully drawn by us.

Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated

to, provide us additional loans (“Working Capital Loans”).

On June 30, 2022, we entered into a Working Capital

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

Sponsor will make to us for working capital expenses, which First Working Capital Loan has been fully drawn by us.

On October 14, 2022, we entered into a second

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

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

On March 9, 2022, we borrowed $4,424,015 ($0.20

for each Public Share that was not redeemed in connection with the Extension) from the Sponsor pursuant to the Extension Loan, which was

deposited in the Trust Account.

On June 30, 2022, the Company entered into a Working Capital Loan with the Sponsor in the amount of up

to $1,000,000.

See “Related Party Loans .

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 us to the Sponsor.

As of June 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.

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.

On September 30, 2022, we 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 of September 30, 2022 and December 31, 2021,

approximately $8,151,000 and $734,000, respectively, was outstanding under the loans payable by us 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 $1,000,000 and $0, respectively, outstanding under the First Working Capital Loan.

See “Related Party

Loans” below for additional information.

Based on the foregoing, management believes that

6 unchanged sentences

Results of Operations

Our entire activity from inception through June

Our entire activity from inception through September

30, 2022 related to our formation, the Initial Public Offering, and, to our efforts towards locating and completing a suitable Initial

7 unchanged sentences

reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had

net income of approximately $965,000 which consisted of approximately $429,000 of gain from the change in fair value of warrant liability,

approximately $657,000 of gain from the change in fair value of FPS liability, and approximately $432,000 of interest income on investments

held in the Trust Account, partially offset by approximately $433,000 of general and administrative expenses, $50,000 of franchise tax

expense, approximately $40,000 of income tax expense, and $30,000 of administrative expenses paid to the Sponsor.

For the six months ended June 30, 2022, we had

net income of approximately $4,378,000 which consisted of approximately $3,622,000 of gain from the change in fair value of warrant liability,

approximately $705,000 of gain from the change in fair value of FPS liability, approximately $579,000 of other income and approximately

$438,000 of interest income on investments held in the Trust Account, partially offset by approximately $804,000 of general and administrative

expenses, $62,000 of franchise tax expense, approximately $40,000 of income tax expense, and $60,000 of administrative expenses paid to

For the three months ended June 30, 2021, we had

net income of approximately $438,000, which consisted of approximately $1,092,000 of gain from the change in the fair value of warrants

liability and approximately $5,000 in interest income on investments held in the Trust Account, which were partially offset by approximately

$324,000 in general and administrative expenses, approximately $245,000 of loss from the change in fair value of the forward purchase

securities liability, approximately $60,000 of franchise tax expense, and $30,000 in administrative expenses paid to the Sponsor.

For the six months ended June 30, 2021, we had

a net loss of approximately $1,386,000, which consisted of approximately $2,103,000 of loss from the change in fair value of the forward

purchase securities liability, approximately $402,000 in general and administrative expenses, approximately $81,000 of franchise tax expense,

and approximately $35,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately $1,230,000 of gain

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

For the three months ended September 30, 2022,

we had a net loss of approximately $811,000 which consisted of approximately $1,109,000 of general and administrative expenses, approximately

$690,000 of interest expense due to the redemption of Class A common stock, approximately $456,000 of loss from the change in fair value

of FPS liability, approximately $98,000 of income tax expense, $50,000 of franchise tax expense, and $30,000 of administrative expenses

paid to the Sponsor, partially offset by approximately $1,103,000 of gain from the change in fair value of warrant liability and approximately

$519,000 of interest income on investments held in the Trust Account.

For the nine months ended September 30, 2022,

we had net income of approximately $3,566,000 which consisted of approximately $4,726,000 of gain from the change in fair value of warrant

liability, approximately $957,000 of interest income on investments held in the Trust Account, approximately $579,000 of other income

and approximately $249,000 of gain from the change in fair value of FPS liability, partially offset by approximately $1,913,000 of general

and administrative expenses, approximately $690,000 of interest expense due to the redemption of Class A common stock, approximately $139,000

of income tax expense, approximately $113,000 of franchise tax expense and $90,000 of administrative expenses paid to the Sponsor.

For the three months ended September 30, 2021,

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

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

of gain from change in fair value of the FPS liability, approximately $64,000 of gain from the change in fair value of the warrant liability,

and approximately $6,000 in interest income on investments held in Trust Account.

For the nine months ended September 30, 2021,

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

FPS liability, approximately $1,539,000 in general and administrative expenses, approximately $141,000 of franchise tax expense, and approximately

$65,000 in administrative expenses paid to the Sponsor, which were partially offset by approximately $1,294,000 of gain from the change

in fair value of warrants liability and approximately $11,000 in interest income on investments held in the Trust Account.

Contractual Obligations

7 unchanged sentences

a cash fee for such services upon the consummation of the Initial Business Combination

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

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

in an amount of $9,350,000 (the “Marketing Fee”), which is equal to, in the aggregate, 3.5% of the gross proceeds of the base

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

provided, however, in connection with the proposed business combination between us and XBP Europe, Inc.

(“XBP Europe”),

as described in Note 9 – “Subsequent events” to our unaudited condensed financial statements in Part I, Item 1 of this

report, subject to and conditioned upon the closing of such business combination, CF&Co.

agreed to waive the Marketing Fee.

we engaged CF&Co.

as our exclusive financial advisor for the proposed business combination with XBP Europe, but CF&Co.

entitled to any fee with respect to such engagement.

Related Party Loans

In order to finance transaction costs in connection

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

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

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

Offering and prior to the Initial Business Combination.

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

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

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

and prior to the Initial Business Combination, which has been fully drawn by us.

On March 9, 2022, we 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 will not bear interest and will be repayable by us to the Sponsor or its designees

upon consummation of an Initial Business Combination.

On June 30, 2022, we 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 us for working capital expenses.

The 2022 Working Capital Loan bears no interest and is due and payable on the date

on which we consummate our Initial Business Combination.

The principal balance may be prepaid at any time.

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 us to the Sponsor.

As of June 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.

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 will not bear interest and will be repayable by us to the Sponsor or

its designees upon consummation of an Initial Business Combination.

On September 30, 2022, we 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 will not bear interest and will be repayable by us to the Sponsor

or its designees upon consummation of an Initial Business Combination.

On June 30, 2022, we entered into the First Working

Capital Loan, which has been fully drawn by us.

The First Working Capital Loan bears no interest and is due and payable on the date on

which we consummate our Initial Business Combination.

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

On October 14, 2022, we entered into the Second

Working Capital Loan.

The Second Working Capital Loan bears no interest and is due and payable on the date on which we consummate our

Initial Business Combination.

The principal balance of the Second Working Capital Loan may be prepaid at any time.

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

approximately $8,151,000 and $734,000, respectively, was outstanding under the loans payable by us 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 $1,000,000 and $0, respectively, outstanding under the First Working Capital Loan.

The Sponsor pays expenses on our behalf and we

reimburse the Sponsor for such expenses paid on our behalf.

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

As of September 30, 2022 and December 31, 2021, we had accounts payable outstanding

to the Sponsor for such expenses paid on our 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 us shall be automatically converted into shares of Class A common stock in accordance with,

and subject to the exceptions set forth in, the Agreement and Plan of Merger, dated October 9, 2022, among us, XBP Europe and the other

parties thereto.

Critical Accounting Policies and Estimates

18 unchanged sentences

in accordance with guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-40,

Presentation of Financial Statements – Going Concern , we have until September 30, 2022 to consummate an Initial Business

Our mandatory liquidation date, if an Initial Business Combination is not consummated, raises substantial doubt about our

ability to continue as a going concern.

Our unaudited condensed financial statements included in this Report do not include any adjustments

related to the recovery of the recorded assets or the classification of the liabilities should we be unable to continue as a going concern.

In the event of a mandatory liquidation, within ten business days, we will redeem the Public Shares, at a per-share price, payable in

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

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

of then outstanding Public Shares.

Presentation of Financial Statements – Going Concern , we have until March 16, 2023 to consummate an Initial Business Combination.

Our mandatory liquidation date, if an Initial Business Combination is not consummated, raises substantial doubt about our ability to continue

as a going concern.

Our unaudited condensed financial statements included in this Report do not include any adjustments related to the

recovery of the recorded assets or the classification of the liabilities should we be unable to continue as a going concern.

of a mandatory liquidation, within ten business days, we will redeem the Public Shares, at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously

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

Public Shares.

Emerging Growth Company

29 unchanged sentences

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

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 our balance sheets.

We recognize any subsequent

changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares of Class A common stock to the

redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion

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

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 shares of Class A common

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

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 our balance sheets.

any subsequent changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares of Class A common

stock to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, we recognized

the accretion from initial book value to redemption amount value of redeemable Class A common stock.

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 shares of

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

Net Income (Loss) Per Share of Common Stock

29 unchanged sentences

Off-Balance Sheet Arrangements and Contractual Obligations

As of June 30, 2022, we did not have any off-balance sheet arrangements

As of September 30, 2022, we did not have any off-balance sheet arrangements

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

4 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis