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Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 639 added, 690 removed, 529 unchanged (72% of the section changed)

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CF ACQUISITION CORP.

CONDENSED BALANCE SHEETS

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets:

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Total Current Assets

Cash equivalents held in Trust Account

$ 250,808,980

Cash held in the Trust Account

Cash equivalents held in the Trust Account

Liabilities and Stockholders’ Deficit:

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Accrued expenses

Payables to related party

Sponsor loan – promissory notes

Franchise tax payable

Other current liability

Total Current Liabilities

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Commitments and Contingencies

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

Class A common stock subject to possible redemption, 1,436,589 and 2,960,098 shares issued and outstanding at redemption value of $ 10.70 and $ 10.53 per share as of March 31, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

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

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

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding as of both March 31, 2023 and December 31, 2022

Class A common stock, $ 0.0001 par value;

160,000,000 shares authorized;

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

5,540,000 and 540,000 shares issued and outstanding (excluding 1,436,589 and 2,960,098 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022, respectively

Class B common stock, $ 0.0001 par value;

40,000,000 shares authorized;

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

1,250,000 and 6,250,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in-capital

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( 12,310,731 )

Accumulated other comprehensive loss

Total Stockholders’ Deficit

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( 11,615,460 )

Total Liabilities and Stockholders’ Deficit

$ 250,808,980

Total Liabilities, Stockholders’ Deficit and Commitments and Contingencies

March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000

shares of Class B common stock held by the Sponsor (see Note 6).

The accompanying notes are an integral part

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative costs

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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

Interest income on cash and investments held in the Trust Account

Interest expense on sponsor loans and mandatorily redeemable Class A common stock

Changes in fair value of warrant liability

Changes in fair value of FPS liability

( 2,000,816 )

Income (loss) before provision for income tax

( 1,055,126 )

( 2,440,529 )

Provision for income taxes

Net income (loss)

$ ( 1,593,525 )

$ ( 1,055,126 )

$ ( 2,440,529 )

Weighted average number of shares of common stock outstanding:

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Class A - Private placement

1,984,444 (1)

Class B - Common stock

4,805,556 (1)

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

Basic and diluted net income (loss) per share:

Class A - Public shares

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Class B - Common stock

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

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

March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000

shares of Class B common stock held by the Sponsor (see Note 6).

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended September 30,

For the Nine Months Ended

September 30,

Net income (loss)

$ ( 811,420 )

$ ( 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

part of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Three and Nine Months Ended September

Comprehensive

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2023

Stockholders’

- 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

Balance - December 31, 2022

$ ( 12,310,731 )

$ ( 11,615,460 )

comprehensive loss

- June 30, 2022

Share conversion (1)

( 5,000,000 )

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

( 1,593,525 )

for redeemable shares of Class A common stock to redemption value

comprehensive income

– September 30, 2022

Balance - March 31, 2023

$ ( 13,904,256 )

$ ( 13,451,195 )

For the Three and Nine Months Ended September

March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000

shares of Class B common stock held by the Sponsor (see Note 6).

For the Three Months Ended March 31, 2022

Stockholders’

– December 31, 2020

6,325,000 (1)

of Class A common stock to Sponsor in private placement

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

for redeemable shares of Class A common stock to redemption value

( 5,248,470 )

( 7,790,102 )

( 13,038,572 )

( 1,823,114 )

– March 31, 2021

$ ( 9,614,637 )

$ ( 9,613,958 )

– June 30, 2021

Balance – December 31, 2021

$ ( 9,499,368 )

$ ( 9,352,134 )

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

( 4,228,049 )

( 4,424,015 )

– September 30, 2021

Stock-based compensation

Balance – March 31, 2022

$ ( 10,315,004 )

$ ( 10,314,325 )

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

full or in part by the underwriters.

This number has been retroactively adjusted to reflect the recapitalization of the Company in the

form of a 1.1-for-1 stock split.

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

The accompanying notes are an integral part

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash flows from operating activities:

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General and administrative expenses paid by related party

Interest income on investments held in Trust Account

Interest expense on mandatorily redeemable Class A common stock

Interest income on cash and investments held in the Trust Account

Interest expense on sponsor loans and mandatorily redeemable Class A common stock

Changes in fair value of warrant liability

( 3,193,138 )

( 1,293,601 )

Changes in fair value of FPS liability

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Franchise tax payable

Payables to related party

Net cash provided by operating activities

Cash flows from investing activities:

Cash deposited in Trust Account

( 5,400,847 )

( 250,000,000 )

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 )

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

Net cash provided by (used in) investing activities

Cash deposited in the Trust Account

( 4,424,015 )

Proceeds from the Trust Account to pay franchise taxes

Proceeds from the Trust Account to redeem Public Shares

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds received from related party – Sponsor loan

Proceeds received from initial public offering

Proceeds from related party – Sponsor loan

Redemption payment for Public Shares

( 16,290,945 )

Proceeds received from private placement

Offering costs paid

( 28,799,270 )

Payment of related party payable

( 2,039,688 )

Utilization of bank overdraft facility

Net cash used in financing activities

( 16,337,344 )

Net cash provided by (used in) financing activities

( 24,399,368 )

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Supplemental disclosure of non-cash financing activities:

Prepaid expenses paid with payables to related party

expenses paid with payables to related party

The accompanying notes are an integral part

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 1—Description of Organization, Business Operations

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Although the Company is

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

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

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

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risks associated with early stage and emerging growth companies.

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).

As of March 31, 2023, the Company had not commenced

All activity through March 31, 2023 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 the Business Combination, at the earliest.

three months ended March 31, 2023 and 2022, the Company generated non-operating income in the form of interest income on investments in

money market funds that invested in U.S.

government debt securities and classified as cash equivalents from the proceeds derived from

the Initial Public Offering.

In addition, during the three months ended March 31, 2023, the Company generated non-operating income in

the form of interest income from cash deposited in a demand account held at a U.S.

During the three months ended March 31, 2023

and 2022, the Company also recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other

income (loss).

The Company’s sponsor is CFAC Holdings VIII,

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

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

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

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

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

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

(i) the completion

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

Trust Company (“Continental”) acting as trustee, which were initially invested only in U.S.

government securities, within

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

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

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

To mitigate the risk of the Company being deemed to be an unregistered investment company (including under the subjective test

of Section 3(a)(1)(A) of the Investment Company Act) and thus be subject to regulation under the Investment Company Act, upon the 24-month

anniversary of the effective date of the registration statement for the Initial Public Offering, the Company instructed Continental, the

trustee with respect to the Trust Account, to liquidate any U.S.

government treasury obligations or money market funds held in the Trust

Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a U.S.

bank until the earlier

of the consummation of the Business Combination or the distribution of the Trust Account.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

On March 16, 2023, the Company instructed Continental

to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand

deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of the Business

Combination or liquidation.

As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the

Initial Public Offering and Private Placement are no longer invested in U.S.

government debt securities or money market funds that invest

government debt securities.

Merger Agreement with XBP Europe, Inc.

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”).

Pursuant 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 “XBP Europe Business Combination”) 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 XBP Europe Business Combination.

The closing of the XBP Europe Business Combination 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, including,

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

the XBP Europe Business Combination, all as further described in the proxy statement initially filed by the Company with the SEC on February

13, 2023 (as amended from time to time, the “XBP Europe Proxy Statement”).

For more information related to the XBP Europe

Business Combination, reference should be made to the Form 8-K that was filed by the Company with the SEC on October 11, 2022 and the

XBP Europe Proxy Statement.

Initial Business Combination - The Company’s

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

a Business Combination.

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

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

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

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

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

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

the Business Combination, including the XBP Europe Business Combination.

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

the Business Combination successfully.

The Company must complete one or more 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 the Business Combination if the

post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company will provide the holders of the Public

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

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

of a tender offer.

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

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

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

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

The per share amount to be distributed

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

There will be no

redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed

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

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

If a stockholder vote is

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

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

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

means of a tender offer.

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

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

The public stockholders will be entitled to redeem their Public

Shares for a pro rata portion of the amount then in the Trust Account.

The per share amount to be distributed to public stockholders who

redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4).

There will be no redemption rights upon the

completion of the Business Combination with respect to the Company’s warrants.

The Company will proceed with the Business Combination

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

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

If a stockholder vote is not required by

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

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

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

Securities and Exchange Commission (the “SEC”) and

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

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

If, however, stockholder approval of the Business

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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.

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

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

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

Notwithstanding the foregoing, the Amended and

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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.

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

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

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

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

Forward Purchase Contract — In connection

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

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

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

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

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Failure to Consummate a Business Combination

— 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.

— The Company has until September 16, 2023 (which was originally March 16, 2022 and has been extended to September 16, 2023

in the Extensions (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 the Business Combination (the “Combination Period”).

If the Company is

unable to complete the 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 the Business Combination within the Combination Period.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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”).

has to consummate the 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.

with 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”).

The proceeds of the First

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

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.

Company has to consummate the Business Combination from September 30, 2022 to March 16, 2023 (the “Second Extension”).

connection with 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 into the Trust Account on September 30, 2022.

On March 14, 2023, 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 the Business Combination from March 16, 2023 to September 16, 2023 or an earlier date determined by the board of directors

of the Company (the “Third Extension”, and together with the First Extension and the Second Extension, the “Extensions”).

In connection with the Third Extension, on March 15, 2023, the Sponsor agreed to loan the Company an aggregate amount of up to $ 344,781

(the “Third Extension Loan”), with (i) $ 57,464 ($ 0.04 for each Public Share that was not redeemed in connection with the Third

Extension) (the “Monthly Amount”) deposited into the Trust Account in connection with the first funding of the Third Extension

Loan on March 16, 2023, and (ii) the Monthly Amount being deposited into the Trust Account for each calendar month thereafter (commencing

on April 17, 2023 and ending on the 16 th day of each subsequent month through September 16, 2023), or portion thereof,

that is needed by the Company to complete the Business Combination.

In connection with the stockholder vote to approve the Third Extension,

1,523,509 Public Shares were redeemed at approximately $ 10.69 a share, resulting in a reduction of $ 16,290,945 in the amount held in the

Trust Account.

Each of the First Extension Loan, the Second Extension

Loan and the Third Extension Loan bears no interest and is due and payable on the date on which the Company consummates the initial Business

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

Pursuant to the terms and conditions of the XBP

Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under

each of the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common

stock at $ 10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement.

The XBP Europe Business Combination is anticipated

to close during the Combination Period.

If the XBP Europe Business Combination does not close during the Combination Period, the Company

may seek approval from its stockholders to further extend the Combination Period.

The initial stockholders have agreed to waive

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

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

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

the Combination Period.

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

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

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

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

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

their liquidation rights with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete the Business

Combination within the Combination Period.

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

they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete

the Business Combination within the Combination Period.

In the event of such distribution, it is possible that the per share value of

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

held in the Trust Account.

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

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

which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $ 10.00 per

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

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

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

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

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

The Company will seek to reduce the possibility that the Sponsor

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

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

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

accounting firm.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Liquidity and Capital Resources

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

As of March 31, 2023 and December 31, 2022, the

Company had $ 25,000 and approximately $ 41,200 , respectively, of cash in its operating account.

As of March 31, 2023 and December 31, 2022,

the Company had a working capital deficit of approximately $ 10,118,000 and $ 9,209,000 , respectively.

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

As of March 31, 2023 and December

31, 2022, approximately $ 285,000 and $ 276,000 , respectively, of interest income earned on funds held in the Trust Account was available

to pay taxes.

The Company’s liquidity needs through March

31, 2023 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, 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.

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

Loan (as defined below), the Second Working Capital Loan (as defined below) and the Third Working Capital Loan (as defined below).

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 the Business Combination, the Sponsor loaned the Company $ 1,750,000 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

Business Combination (the “Sponsor Loan”).

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

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($ 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

Loan, which was deposited into the Trust Account.

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

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($ 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.

Loan, which was deposited into the Trust Account.

On October 14, 2022, the Company 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 the Company for working capital expenses, which Second Working Capital Loan has been fully drawn

by the Company.

On March 15, 2023, the Company entered into the

Third Extension Loan with the Sponsor in the amount of up to $ 344,781 .

The funding of the initial Monthly Amount was deposited into the

Trust Account on March 16, 2023, and additional fundings of the Monthly Amount will be deposited into the Trust Account for each calendar

month thereafter (commencing on April 17, 2023 and ending on the 16 th day of each subsequent month through September 16,

2023), or portion thereof, that is needed by the Company to complete the Business Combination.

On March 31, 2023, the Company entered into a

third Working Capital Loan with the Sponsor in the amount of up to $ 500,000 (the “Third Working Capital Loan”) in connection

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

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.

Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan and the Third Working Capital Loan

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

The principal

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

Pursuant to the terms and conditions of the XBP

Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under

each of the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the First Extension Loan, the

Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $ 10.00 per share in accordance

with, and subject to the exceptions set forth in, the Merger Agreement.

As of March 31, 2023 and December 31, 2022, the

carrying amounts of the loans payable by the Company to the Sponsor were approximately $ 9,121,000 and $ 8,200,000 , respectively.

March 31, 2023 and December 31, 2022, the face amounts of these loans were approximately $ 9,121,000 and $ 8,500,000 , respectively.

“Related Party Loans” below for additional information.

Based on the foregoing, management believes that

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

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

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

year from this filing.

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Basis of Presentation

The unaudited condensed financial statements are

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

GAAP”) and pursuant

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

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

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

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

are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2023 and the results of

operations and cash flows for the periods presented.

Certain information and disclosures normally included in unaudited condensed consolidated

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.

Interim results are

not necessarily indicative of results for a full year or any future period.

The accompanying unaudited consolidated condensed financial

statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Form 10-K

and the final prospectus filed by the Company with the SEC on March 29, 2023 and March 15, 2021, respectively and our Form 10-K/A for

the year ended December 31, 2022, as filed with the SEC on April 25, 2023.

Principles of Consolidation

The unaudited condensed consolidated financial

statements of the Company include its wholly-owned subsidiary.

All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

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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.

(“ASC”) 205-40, Presentation of Financial Statements – Going Concern , the Company has until September 16, 2023

to consummate the Business Combination.

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

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

These unaudited condensed consolidated financial

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

the Company be unable to continue as a going concern.

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

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

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

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

Emerging Growth Company

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CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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

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This may make comparison of the Company’s

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

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

standards used.

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

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

in accounting standards used.

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 that occur after December 31, 2022.

The excise tax is imposed on the repurchasing corporation itself and not

its stockholders from which the shares are repurchased.

In addition, certain exceptions apply to the excise tax.

of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the

In December 2022, the Treasury Department issued Notice 2023-2, Initial Guidance Regarding the Application of

the Excise Tax on Repurchases of Corporate Stock under Section 4501 of the Internal Revenue Code , indicating its intention to propose

such regulations and issuing certain interim rules on which taxpayers may rely.

Under the interim rules, liquidating distributions made

by special purpose acquisition companies are exempt from the excise tax.

In addition, any redemptions that occur in the same taxable year

as a liquidation is completed will also be exempt from such tax.

Any redemption or other repurchase that occurs after December 31, 2022,

in connection with the Business Combination, extension vote or otherwise (such as in connection with the Third Extension), may be subject

to the excise tax depending on a number of factors.

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.

Based on the IR Act and the guidance currently available,

the Company does not expect the excise tax to apply to redemptions occurring in the same taxable year as the consummation of the XBP Europe

Business Combination, because the fair market value of the common stock to be issued in connection with the consummation of the XBP Europe

Business Combination is expected to be larger than the aggregate fair market value of the redeemed shares of the Company’s common

stock occurring during 2023.

However, if the excise tax is due, it would be payable by the Company and not by the redeeming holder.

obligation of the Company to pay any excise tax could cause a reduction in the cash available on hand to complete the Business Combination,

in the Company’s ability to complete the Business Combination, or a reduction in cash available to the Company after consummation

of the XBP Europe 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 2023 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 any impact on the Company’s consolidated financial statements.

Note 2—Summary of Significant Accounting

Use of Estimates

The preparation of financial statements in conformity

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

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

and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably

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

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

of the more significant accounting estimates included in these 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.

The preparation of unaudited condensed consolidated

financial statements in conformity with U.S.

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

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

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

Making estimates requires management to exercise

significant judgment.

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

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

in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these unaudited

condensed consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability and sponsor

loans 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

The Company considers all short-term investments

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

The Company had no cash equivalents in its operating

account as of both 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.

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

The Company had no cash equivalents

in its operating account as of both March 31, 2023 and December 31, 2022, and no cash equivalents in the Trust Account as of March 31,

The Company’s investments held in the Trust Account as of December 31, 2022 were comprised of cash equivalents.

Bank overdrafts

(if any) are presented as Other current liability in the Company’s unaudited condensed consolidated balance sheets.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Concentration of Credit Risk

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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.

Any loss incurred or

lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations

and cash flows.

For the three months ended March 31, 2023 and 2022, 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

1 unchanged sentence

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.

in the unaudited condensed consolidated 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

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date thereafter.

Changes in the estimated fair value of liability-classified warrants and the FPS are recognized on the statements of

operations in the period of the change.

Changes in the estimated fair value of liability-classified warrants and the FPS are recognized on the unaudited condensed

consolidated statements of operations in the period of the change.

The Company accounts for the warrants and FPS

3 unchanged sentences

the fair value of the warrants and FPS.

Sponsor Loans

The Company accounts for the liability related

to the sponsor loans in accordance with the guidance in ASC 470-20, Debt – Debt with Conversion and Other Options .

are carried at amortized cost on the Company’s unaudited condensed consolidated balance sheets.

Interest expense recognized on the

Company’s unaudited condensed consolidated statements of operations reflects accretion of discount.

The sponsor loans contain a

contingent beneficial conversion feature which does not require financial statement recognition until the contingency (the closing of

the XBP Europe Business Combination) is resolved.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Class A Common Stock Subject to Possible

The Company accounts for its Class A common

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

Shares of Class A common stock subject to mandatory

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

Shares of conditionally redeemable Class A

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

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

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

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.

The Company accounts for its shares of Class A

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

Shares of Class A common stock subject to

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

For shares of Class A common stock subject

to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on

the unaudited condensed consolidated statements of operations to reflect accretion to the redemption amount.

As a result, to reflect accretion

to the redemption amount, the Company recognized interest expense of $ 248,396 in the unaudited condensed consolidated statement of operations

for the three months ended March 31, 2023.

Shares of conditionally redeemable Class A common stock (including shares of Class A

common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, shares of Class A

common stock are classified as stockholders’ equity.

All of the Public Shares feature certain redemption rights that are considered

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

Accordingly, as of March 31, 2023

and December 31, 2022, 1,436,589 and 2,960,098 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 unaudited condensed consolidated balance

The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts 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, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares

of 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

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

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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

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

in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be

2 unchanged sentences

share of common stock for the periods presented.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following tables reflect the calculation of

The following table reflects the calculation of

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

For the Three Months Ended

September 30, 2022

March 31, 2023

For the Three Months Ended

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 loss per share of common stock

For the Nine Months Ended

September 30, 2022

For the Nine Months Ended

September 30, 2021

March 31, 2022

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

2 unchanged sentences

$ ( 336,604 )

$ ( 815,124 )

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

1 unchanged sentence

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company complies with the accounting and reporting

2 unchanged sentences

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.

to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and

their respective tax bases.

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

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

The effect on deferred tax assets and liabilities

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

Valuation allowances are established,

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

As of both March 31, 2023 and December 31, 2022,

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

ASC 740 prescribes a recognition threshold and

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

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

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

a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken

or expected to be taken in a tax return.

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

upon examination by tax authorities.

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

No amounts were accrued for the payment of interest

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

and penalties as of both March 31, 2023 and December 31, 2022.

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 has been subject to income tax examinations

by major taxing authorities since inception.

3 unchanged sentences

considered start-up costs and are not currently deductible.

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 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.

During both the three months ended March 31, 2023 and 2022, the Company recorded

no income tax expense.

The Company’s effective tax rate for both the three months ended March 31, 2023 and 2022 was 0 %.

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.

Recent Accounting Pronouncements

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to the related disclosures guidance.

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

in cash or shares and for convertible instruments.

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

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

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

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.

Additionally, the amendments affect the diluted earnings per share calculation for instruments that

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

The new standard will become effective for the Company beginning January

1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted.

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

The Company’s management does not believe

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

the Company’s unaudited condensed financial statements.

the Company’s unaudited condensed consolidated financial statements.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 3—Initial Public Offering

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over-allotment option.

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

“Public Warrant”).

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

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

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

warrant, a “Public Warrant”).

Each 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

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

shares (the “Founder Shares”) of the Company’s Class B common stock, par value $ 0.0001 (“Class B common stock”)

for an aggregate price of $ 25,000 .

On March 8, 2021, the Sponsor transferred an aggregate of 20,000 Founder Shares to two of the independent

directors of the Company.

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 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

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

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

common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 6,250,000 Founder

Shares outstanding and held by the Sponsor and two of the independent directors of the Company.

The Founder Shares will automatically

convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer

restrictions.

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.

shares (including any shares of Class A common stock issued or issuable upon conversion thereof, the “Founder Shares”) of

the Company’s Class B common stock, par value $ 0.0001 (“Class B common stock”) for an aggregate price of $ 25,000 .

March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the

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

unaudited condensed consolidated statement of operations for the three months ended March 31, 2022.

On March 11, 2021, the Company effected

a 1.1-for-1 stock split.

All share and per share amounts have been retroactively adjusted.

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

shares of Class B common stock, due to the underwriters not exercising the over-allotment option in full, such that the initial stockholders

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

including the Private Placement Shares), resulting in an aggregate of 6,250,000 shares of Class B common stock outstanding and held by

the Sponsor and two of the independent directors of the Company.

The Founder Shares will automatically convert into shares of Class A

common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions.

connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, the Sponsor agreed to forfeit 733,400

Founder Shares.

On March 6, 2023, the Company issued 5,000,000

shares of Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (the

“Conversion”).

The 5,000,000 shares of Class A common stock issued in connection with the Conversion are subject to the same

restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions,

waiver of redemption rights and the obligation to vote in favor of the Business Combination as described in the prospectus for the Initial

Public Offering.

The initial stockholders have agreed, subject

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

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.

In connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, the Sponsor agreed to amend the lock-up

terms applicable to the Founder Shares described above to remove clause (x) above.

Private Placement Units

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

As a result, the Company recognized no compensation expense

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

the three and 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.

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

compensation expense at fair value that was presented in the Company’s unaudited condensed consolidated statement of operations

for the three months ended March 31, 2022.

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 the 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

1 unchanged sentence

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.

directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units (including

the component securities thereof) until 30 days after the completion of the initial Business Combination.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Cantor Fitzgerald & Co.

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as an advisor

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

in connection with any 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

5 unchanged sentences

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.

with the XBP Europe Business Combination, subject to and conditioned upon its closing, 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.

Engagement Letter

The Company engaged CF&Co.

as its exclusive

financial advisor for the XBP Europe Business Combination, but CF&Co.

has agreed not to receive an advisory fee for such services

other than to receive reimbursement of actual expenses incurred and to be indemnified against certain liabilities arising out of its engagement.

Related Party Loans

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In order to finance transaction costs in connection

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.

with an intended Business Combination, pursuant to the Sponsor Loan, the Sponsor loaned the Company $ 1,750,000 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 Business Combination.

For both the three months

ended March 31, 2023 and 2022, the Company paid $ 30,000 for office space and administrative fees.

If the Sponsor Loan is insufficient to cover the

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If the Company

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

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

to the Company.

1 unchanged sentence

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.

the 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 October 14, 2022, the Company entered into

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, which Second Working Capital Loan has been fully drawn by the Company.

On March 31, 2023, the Company entered into a

Third Working Capital Loan with the Sponsor in the amount of up to $ 500,000 in connection with advances the Sponsor will make to the Company

for working capital expenses.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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.

Loan, which was deposited into the Trust Account.

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.

Loan, which was deposited into the Trust Account.

On March 15, 2023, the Company entered into the

Third Extension Loan with the Sponsor in the amount of up to $ 344,781 .

The funding of the initial Monthly Amount was deposited into the

Trust Account on March 16, 2023, and additional fundings of the Monthly Amount will be deposited into the Trust Account for each calendar

month thereafter (commencing on April 17, 2023 and ending on the 16 th day of each subsequent month through September 16,

2023), or portion thereof, that is needed by the Company to complete the Business Combination.

As of March 31, 2023 and December 31, 2022, the

carrying amounts of the loans payable by the Company to the Sponsor were approximately $ 9,121,000 and $ 8,200,000 , respectively.

March 31, 2023 and December 31, 2022, the face amounts of these loans were approximately $ 9,121,000 and $ 8,500,000 , respectively.

Each of the First Extension Loan, the First Working

Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan and the Third Working Capital Loan

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

The principal

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

Pursuant to the terms and conditions of the XBP

Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under

each of the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the First Extension Loan, the

Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $ 10.00 per share in accordance

with, and subject to the exceptions set forth in, the Merger Agreement.

The Sponsor pays expenses on the Company’s

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

The unpaid balance is included in Payables to related

parties on the accompanying condensed balance sheets.

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).

The unpaid balance, if any, is included in Payables to

related parties on the accompanying unaudited condensed consolidated balance sheets.

Note 5—Commitments and Contingencies

29 unchanged sentences

Risks and Uncertainties

Management continues to evaluate the impacts of

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

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

its operations and/or search for a target company, the specific impacts are not readily determinable as of the date of the unaudited condensed

financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of

these uncertainties.

Management continues to evaluate the impact of

the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible

that 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 impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements.

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

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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 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.

As of March 31, 2023 and December

31, 2022, there were 5,540,000 and 540,000 shares of Class A common stock issued and outstanding, excluding 1,436,589 and 2,960,098 shares

(following the redemptions of 2,879,927 shares of Class A common stock in connection with the First Extension, 19,159,975 shares of Class

A common stock in connection with the Second Extension and 1,523,509 shares of Class A common stock in connection with the Third Extension)

subject to possible redemption, respectively.

On March 6, 2023, pursuant to the Conversion, the Company issued 5,000,000 shares of Class

A common stock to the Sponsor.

As a result, as of March 31, 2023 the outstanding shares of Class A common stock comprised of 5,000,000

Founder Shares and 540,000 Private Placement Shares.

As of December 31, 2022, the outstanding shares of Class A common stock comprised

of 540,000 Private Placement Shares.

The Founder Shares and the Private Placement Shares 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 September 30, 2022 and December 31, 2021, there were 6,250,000 shares of Class B common

As a result of the Conversion, as of March 31, 2023 there were 1,250,000 shares of Class B common

stock issued and outstanding.

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

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

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

Placement Shares).

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of December 31, 2022, there were 6,250,000 shares of Class B common stock issued and outstanding.

connection with the underwriter advising the Company that it would not exercise the remaining portion of the over-allotment option, the

Sponsor forfeited 75,000 shares of Class B common stock, such that the initial stockholders would collectively own 20 % of the Company’s

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

Prior to the consummation of the Business Combination,

only holders of Class B common stock have the right to vote on the election of directors.

Holders of Class A common stock are not entitled

to vote on the election of directors during such time.

Holders of Class A common stock and Class B common stock vote together as a single

class on all other matters submitted to a vote of stockholders except as required by law.

only holders of shares of Class B common stock have the right to vote on the election of directors.

Holders of shares of Class A common

stock are not entitled to vote on the election of directors during such time.

Holders of shares of Class A common stock and Class B common

stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically

8 unchanged sentences

(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

Pursuant to the Sponsor Support Agreement entered

into in connection with the XBP Europe Business Combination, the Sponsor agreed, among other items, to waive the anti-dilution rights

of the Company’s shares of Class B common stock under the Amended and Restated Certificate of Incorporation.

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

Shares outstanding and held by the Sponsor and two of the independent directors of the Company.

Information contained in the unaudited

condensed financial statements has been retroactively adjusted for this split.

of 20,000 shares of Class B common stock to two of the independent directors of the Company.

On March 11, 2021, the Company effected a

1.1-for-1 stock split .

Information contained in the unaudited condensed consolidated financial statements has been retroactively adjusted

for this split.

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

shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company.

Preferred Stock - The Company is

1 unchanged sentence

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

As of both September 30, 2022 and December

As of both March 31, 2023 and December

31, 2022, there were no shares of preferred stock issued or outstanding.

4 unchanged sentences

The Public Warrants will become exercisable

30 days after the completion of a Business Combination;

provided that the Company has an effective registration statement under the Securities

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

30 days after the completion of the Business Combination;

provided that the Company has an effective registration statement under the

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

them is available.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable

but in no event later than 15 business days after the closing of the Business Combination, the Company will use its commercially reasonable

best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common

5 unchanged sentences

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

period following the consummation of the 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

1 unchanged sentence

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.

Public Warrants will expire five years after the completion of the 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.

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

to certain limited exceptions.

Additionally, the Private Placement Warrants will

2 unchanged sentences

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company may redeem the Public Warrants:

11 unchanged sentences

or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of Class A common

stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire

However, the warrants will not be adjusted for any issuance of shares of

Class A common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the

If the Company is unable to complete the Business Combination within the Combination Period and the Company liquidates the funds

held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive

any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the

warrants may expire worthless.

Note 8—Fair Value Measurements on

11 unchanged sentences

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

In some circumstances, the inputs used to measure

3 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 September 30, 2022 and December

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31,

2022 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:

September 30, 2022

March 31, 2023

Significant Other

2 unchanged sentences

Unobservable Inputs

Assets held in Trust Account – U.S.

government debt securities

Warrant liability

8 unchanged sentences

government debt securities

$ 250,017,673

Warrant liability

1 unchanged sentence

Total Liabilities

Level 1 assets as of both September 30, 2022 and

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

Level 1 assets as of December 31, 2022 included

investments in a money market fund classified as cash equivalents;

the fund holds U.S.

government debt securities.

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

to determine the fair value of its investments.

The Company uses inputs

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

fair value of its investments.

Warrant Liability

The warrants are accounted for as liabilities

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

The warrant liability is

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

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

Initial Measurement

The Company established the initial fair value

for the warrants on March 16, 2021, the date of the closing of the Initial Public Offering.

The Public Warrants and Private Placement

Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”).

The Company allocated

the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock

and one-fourth of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common

stock and one-fourth of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the warrants based on

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

to possible redemption.

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

in accordance with ASC 815-40 and are presented within warrant liability on the Company’s unaudited condensed consolidated balance

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

presented within Changes in fair value of warrant liability in the Company’s unaudited condensed consolidated statements of operations.

As of both March 31, 2023 and December 31, 2022,

the fair value measurements of the Public Warrants fall within Level 2 fair value measurement inputs 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 fair value of the Private Placement Warrants

is classified as Level 2 fair value measurements as of both March 31, 2023 and December 31, 2022.

There were no transfers into or out

of Level 3 fair value measurements during the three months ended March 31, 2023 or 2022.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company utilized the OPM to value the warrants

as of March 16, 2021, with any subsequent changes in fair value recognized in the statement of operations.

The estimated fair value of

the warrant liability as of March 16, 2021, was determined using Level 3 inputs.

Inherent in the OPM are assumptions related to expected

share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimated the volatility of its shares

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

The risk-free interest rate was

based on the U.S.

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

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

The dividend rate was based on the

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

The aforementioned warrant liability is not subject to qualified hedge

The 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:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Dividend yield

Subsequent Measurement

During the year ended December 31, 2021, the fair

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

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

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

Warrants is equivalent to that of the Public Warrants.

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

2 during the year ended December 31, 2021.

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

nine months ended September 30, 2022.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The following tables present the changes in the

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 of warrant liability for the three months ended March 31, 2023 and 2022:

Fair value as of December 31, 2022

Change in valuation inputs or other assumptions (1)

( 3,125,625 )

( 3,193,138 )

Fair value as of March 31, 2023

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 2022

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

1 unchanged sentence

( 3,193,138 )

Fair value as of September 30, 2022

Fair value as of March 31, 2022

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2021

Change in valuation inputs or other assumptions (1)

( 1,068,750 )

( 1,091,835 )

Fair value as of 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.

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

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

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

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

the three months ended September 30, 2021.

CF ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed consolidated statements of operations.

FPS Liability

11 unchanged sentences

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

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

As of both March 31, 2023 and December 31, 2022,

the probability assigned to the consummation of the Business Combination was 80 %.

The probability was determined 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 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 of the FPS liability for the three months ended March 31, 2023 and 2022.

Fair value as of December 31, 2022

1 unchanged sentence

Fair value as of March 31, 2023

Change in valuation inputs or other assumptions (1)

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

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2022

Change in valuation inputs or other assumptions (1)

Fair value as of June 30, 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.

(1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed consolidated statements of operations.

Note 9—Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined

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

statements other than the below.

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.

that occurred after the consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements

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

unaudited condensed consolidated financial statements other than as described below.

On April 25, 2023, the Company filed Form 10-K/A

to amend Part II, Item 9A.

“Controls and Procedures.” of the Company’s Annual Report on Form 10-K for the year ended

December 31, 2022, as filed with the SEC on March 29, 2023.

On May 12, 2023, the Company filed Amendment

1 to the XBP Europe Proxy Statement.

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