CF Acquisition Corp.: Index To Balance Sheet

The following excerpt is from the company's SEC filing.
Report of Independent Registered Public Accounting Firm
Balance Sheet
Notes to Balance Sheet
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
CF
Acquisition Corp. VIII
Opinion on the Financial Statement
We have audited the accompanying balance sheet of CF Acquisition Corp. VIII (the “Company”) as of March 16, 2021, and the related notes
(collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of March 16, 2021 , in conformity with accounting
principles generally accepted in the United States of America.
Going Concern
The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial
statement, if the Company is unable to complete a Business Combination by the close of business on March 16, 2022, then the Company will cease all operations except for the purpose of liquidating. This date for mandatory liquidation and
subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statement does not include any
adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s
auditor since 2020.
New York, New York
March 22, 2021

Balance Sheet
March 16,
2021
Assets
Current Assets:
25,000
Receivables from related party
502,678
Total current assets
527,678
Cash held in Trust Account
250,000,000
Total assets
250,527,678
Current Liabilities and Stockholders’ Equity
Current liabilities:
Accrued liabilities
Total current liabilities
Commitments and Contingencies
Common stock subject to possible redemption, 24,552,625 shares at redemption value of $10.00
per share
245,526,250
Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or
outstanding
Common stock, Class A, $0.0001 par value; 160,000,000 shares authorized, 987,375 issued and
outstanding (excluding 24,552,625 shares subject to possible redemption)
Common stock, Class B, $0.0001 par value; 40,000,000 shares authorized, 6,250,000 shares
issued and outstanding
Additional

paid-in-capital
5,000,704
Accumulated deficit
(1,421
Total stockholders’ equity
5,000,007
Total current liabilities and stockholders’ equity
$250,527,678
See notes to balance sheet
Notes to Balance Sheet
1. Description
of Business and Operations
Description of Business —
CF Acquisition Corp. VIII (the “Company”) was incorporated
in Delaware on July 8, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”).
Although the Company is not limited to a particular industry or sector for purpose of consummating a Business
Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 16, 2021, the Company
had not yet commenced operations. All activity through March 16, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on U.S. Treasury Securities and cash from
the proceeds derived from the Initial Public Offering. The Company has selected December 31
as its fiscal year end.
The Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock
included in the Units sold, the “Public Shares”), which included a partial exercise of the underwriters’ overallotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in
Note 3. Each Unit consists of one share of Class A common stock and
one-fourth
of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a
price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Initial Public Offering and will expire 5 years after the completion of the Business
Combination, or earlier upon redemption or liquidation.
Simultaneously with the closing of the Initial Public Offering, the Company
consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement (the “Private Placement”), generating gross proceeds of $5,400,000, which
is described in Note 4.
The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be
used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).
Transaction costs amounted
to approximately $4,900,000, consisting of $4,500,000 of underwriting fees and approximately $400,000 of other costs.
Following the
closing of the Initial Public Offering on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was
placed in a trust account (“Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule
of the Investment Company Act, as determined by the

Notes to Balance Sheet (cont.)
1. Description of Business and Operations

Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. As of March 16, 2021, the proceeds
of the Initial Public Offering and Private Placement Units were held in cash and subsequently invested in U.S. Treasury securities.
Initial Business Combination —
The Company’s management has broad discretion with respect to the specific application of the
net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the
Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes
payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
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 below in Note 4). There will
be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately
prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote
for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the
tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or
the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally,
each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial
stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their shares underlying the Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor of a
Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business
Combination.
Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.
The Sponsor and the Company’s officers and directors (the “initial
stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its
initial Business Combination or to redeem 100% of its 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 shares of Class A common stock in conjunction with any such amendment.
Failure to Consummate a Business Combination —
The Company has until March 16, 2022 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.
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 Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be
entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per
share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor
has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account. 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, except for the Company’s independent registered public accounting firm, 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.
2. Summary of Significant Accounting Policies
Basis of Presentation —
The financial statement is 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.
Going Concern —
In
connection with the Company’s going concern considerations in accordance with ASU
2014-15,
Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern
”,
the Company has until March 16, 2022 to consummate a Business Combination. The Company’s mandatory liquidation date raises substantial doubt about the entity’s ability to continue as a going concern. These financial statements do not
include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should the Company be unable to continue as a going concern. As discussed in Note 1, in the event of a mandatory liquidation, within
ten business days, the Company will redeem the Public Shares, at a
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares.
Emerging Growth Company
— The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another
public company, which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
(cont)
Liquidity and Capital Resources
 — As of March 16, 2021, the Company had
$25,000 in its operating bank account, and working capital of approximately $526,000.
The Company’s liquidity needs through
March 16, 2021 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, the
pre-IPO
loan of up to $300,000 from the Sponsor under a
promissory note (the
“Pre-IPO
Note”) (see Note 4), the proceeds from the consummation of the Private Placement and the Initial Public Offering not held in the Trust Account, and the Sponsor Loan (as
defined below). The Company fully repaid the
Note as of March 16, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed
up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business
Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors intend, but are not obligated to, provide the Company Working
Capital Loans (see Note 4). As of March 16, 2021, there was nothing outstanding under the Sponsor Loan.
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. Over this time period, the
Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target
business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Use of Estimates —

The preparation of the financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statement.
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 statement, which management considered in formulating its estimate, could change in the near term due to
one or more future confirming events. 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.
Cash Held in Trust Account
As of March 16, 2021, the assets held in the Trust Account were held in cash.
Subsequent to March 16, 2021, the proceeds from the Initial Public Offering were invested in money market funds
meeting the conditions of paragraphs
(d)(2), (d)(3) and (d)(4) of Rule
of the Investment Company Act.
 A Common Stock Subject to Possible Redemption
The Company accounts for its Class A
common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Common stock subject to mandatory
redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock
features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 16, 2021, Class A common stock subject to possible redemption
is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs
—
Offering costs consist of legal and accounting fees incurred through the financial statement date that are directly related to the Initial Public Offering. Offering costs that amount to approximately $4,900,000 were charged to
stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes —
Income taxes are accounted for
under ASC Topic 740,
Income Taxes
, using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is more likely than not that deferred tax assets will not
be recognized, a valuation allowance would be established to offset their benefit.
ASC Topic 740 prescribes a recognition threshold that
a tax position is required to meet before being recognized in the financial statement. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon
examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the statement of operations.
No amounts were accrued for the payment of interest and penalties as of March 16, 2021.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s deferred tax assets were
deemed to be de minimis as of March 16, 2021.
Concentration of Credit Risk
— Financial instruments that potentially
subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 16, 2021, the Company has not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial
Instruments
— The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying
balance sheet, primarily due to their short-term nature.
Recent Accounting Pronouncements
— 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 financial statement.
3. Public Offering
Pursuant to the
Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon partial exercise of the underwriters’ overallotment option. Each Unit consists of one share of Class A common
stock, and
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 6). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. In connection with the underwriter’s advising the Company that it will not be exercising the
remaining portion of the over-allotment option, the Sponsor forfeited 75,000 shares of Class B common stock, so that the initial stockholders collectively own 20% of the Company’s issued and outstanding common stock after the Initial
Public Offering (not including the shares of Class A common stock underlying the Private Placement Units).
4. Related Party Transactions
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 independent directors of the Company. On March 11, 2021, the Company effectuated a
1.1-for-1
stock split. On
March 16, 2020, due to the underwriter advising the Company that it would not be exercising the remaining portion of the overallotment option, 75,000 Founder Shares were forfeited by the Sponsor, so that the Founder Shares represent 20% of the
Company’s issued and outstanding shares after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units), resulting in an aggregate of 6,250,000 Founder Shares outstanding and held
by the Sponsor and independent directors of the Company. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination and are subject to certain transfer restrictions (see Note 6).

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign
or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the
Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any
20-trading
days within any
30-trading
day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,400,000 in the aggregate). Each Private Placement Unit consists of one share
of Class A common stock and
of one warrant. Each whole warrant sold as part of the Private Placement Units is exercisable for one whole share of Class A common stock at a price of $11.50
per share. 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
warrants included in the Private Placement Units will expire worthless. The warrants included in the Private Placement Units will be
non-redeemable
and exercisable on a cashless basis so long as they are held
by the Sponsor or its permitted transferees. The warrants will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation.
The Sponsor has entered into a letter agreement with the Company pursuant to which it has agreed to waive its redemption rights with respect
to the shares underlying the Private Placement Units in connection with the completion of the initial Business Combination or otherwise.
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.
Underwriter
The lead underwriter is an affiliate of the Sponsor (see Note 5).
Related Party Loans
The Sponsor made
available to the Company, under the
Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. As of March 16, 2021, before the Initial Public Offering, the
amount outstanding under the
Note was approximately $79,000. The
non-interest
bearing and was repaid
upon the completion of the Initial Public Offering. As of March 16, 2021, after the Initial Public Offering, the Company had no outstanding amounts under the
Note.
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed up to $1,750,000
in the Sponsor Loan to be provided to 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, after the Initial Public Offering and prior to the Company’s initial Business Combination.
If the Sponsor Loan is insufficient to cover the working capital requirements of the Company,
the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business
Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that
a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for
the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without
interest. As of March 16, 2021, no amount of the Sponsor Loan and Working Capital Loans were outstanding.
The Sponsor pays expenses
on the Company’s behalf. The Company reimburses the Sponsor. The unpaid balance is included in Payables to related parties on the accompanying condensed balance sheets. As of March 16, 2021, the Company had no accounts payable outstanding
to Sponsor for such expenses.
As of March 16, 2021, the Company had approximately $500,000 due from a related party, which is
included in Receivables from Related Party on the balance sheet. The outstanding balance was repaid on March 17, 2021.
Forward
Purchase Contract
— In connection with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company, to purchase, in a private placement for gross proceeds of $10,000,000 to occur concurrently
with the consummation of an initial Business Combination, 1,000,000 of the Company’s Units on substantially the same terms as the sale of Units in the Initial Public Offering at $10.00 per Unit, and 250,000 shares of Class A common stock
(for no additional consideration). The funds from the sale of Units will be used as part of the consideration to the sellers in the initial Business Combination; any excess funds from this private placement will be used for working capital in the
post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for the initial business combination.
5. Commitments and Contingencies
Registration Rights

Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement
Units (and component securities) will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders will be entitled to certain demand and
“piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable
lock-up
period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company
granted Cantor Fitzgerald & Co., the lead underwriter and an affiliate of the Sponsor, a
45-day
option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial Public
Offering price less the underwriting discounts and commissions. On March 16, 2021, simultaneously with the Initial Public Offering, Cantor Fitzgerald & Co. partially exercised their overallotment option in the amount of 3,000,000
additional Units. In addition, on March 16, 2021, Cantor Fitzgerald & Co. advised the Company that it would not exercise the remaining over-allotment option.
The lead underwriter was paid a cash underwriting discount of $4,400,000. The Company also
engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of
$100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The independent underwriter will receive no other compensation.
Business Combination Marketing Agreement
The Company has engaged Cantor Fitzgerald & Co. as an advisor in connection with the Business Combination to assist the Company in
holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the
Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Cantor Fitzgerald & Co. a cash fee
for such services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% of the base offering in the Initial Public Offering and 5.5% of the gross proceeds of from the exercise of the underwriters’
over-allotment option.
Risks and Uncertainties
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded
that while it is reasonably possible that the virus could have an effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The
financial statement does not include any adjustments that might result from the outcome of this uncertainty.
6. Stockholders’ Equity
— The Company is authorized to issue 160,000,000 shares of
Class A common stock with a par value of $0.0001 per share. As of March 16, 2021, there were 987,375 shares of Class A common stock issued or outstanding, excluding 24,552,625 shares subject to possible redemption.
 B Common Stock
— The Company is authorized to issue 40,000,000 shares of
Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of March 16, 2021, there were 6,250,000 shares of Class B common stock outstanding. In
connection with the underwriter advising the Company that it would not exercise its over-allotment option, the Sponsor forfeited 75,000 shares of Class B common stock, so that the initial stockholders collectively own 20% of the Company’s
issued and outstanding common stock after the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units).
Only holders of Class B common stock will vote on the election of directors until completion of the Business Combination. Other than as
described in the preceding sentence, holders of Class A common stock and Class B common stock will 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 convert into shares of
Class A common stock at the time of the initial Business Combination on a
one-for-one
basis, subject to adjustment. In the case that additional shares of
Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of
Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such
issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an
as-converted

basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates
upon conversion of loans made to the Company).
Preferred Stock
— The Company is authorized to issue 1,000,000 shares
of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 16, 2021, there were no shares
of preferred stock issued or outstanding.
Warrants
— Public Warrants may only be exercised for a whole number of
shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the
Initial Public Offering; provided in each case 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. 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 best efforts to file with the SEC a
registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to
become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the
foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by
Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will
expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The warrants included in the
Private Placement Units are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the warrants included in the Private Placement Units and the Class A common stock issuable upon the
exercise of the warrants included in the Private Placement Units are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the warrants included in
the Private Placement Units will be exercisable on a cashless basis and be
so long as they are held by the initial purchasers or their permitted transferees. If the warrants included in the
Private Placement Units are held by someone other than the initial purchasers or their permitted transferees, the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by such holders on the same basis as
the Public Warrants.
The Company may redeem the Public Warrants (except with respect to the warrants included in
the Private Placement Units):
in whole and not in part;
at a price of $0.01 per warrant;
at any time during the exercise period;
upon a minimum of 30 days’ prior written notice of redemption;
if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per
share for any
days within a
day period ending on the third business day prior to the date on which the Company sends the notice of redemption to
the warrant holders and
if, and only if, there is a current registration statement in effect with respect to the shares of common stock
underlying such warrants.
If the Company calls the Public Warrants for redemption, management will have the option to
require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement.
The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain
circumstances including in the event of a stock dividend, 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. If 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 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.
7. Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the financial statement date, through the date that the financial
statement was issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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