10-Q 1 brhc10024673_10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

CF ACQUISITION CORP. V

(Exact name of registrant as specified in its charter)

Delaware		001-39953		85-1030340
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

110 East 59th Street, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 938-5000

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CFFVU	The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	CFV	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CFFVW	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 17, 2021 there were 25,600,000 shares of Class A common stock, par value $0.0001 per share, and 6,250,000 shares of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

CF ACQUISITION CORP. V

Quarterly Report on Form 10-Q

Table of Contents

		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020	1

	Condensed Statements of Operations for the Three Months Ended March 31,2021 and for the Period from January 23,2020 (Inception) to March 31, 2020 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31,2021 and for the Period from January 23,2020 (Inception) to March 31, 2020 (Unaudited)	3

	Condensed Statements of Cash Flows for the Three Months Ended March 31,2021 and for the Period from January 23,2020 (Inception) to March 31, 2020 (Unaudited)	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27

	March 31, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	25,000	$	25,000
Prepaid expenses		517,023		-
Total current assets		542,023		25,000
Deferred offering costs associated with proposed initial public offering		-		131,695
Cash and investments held in Trust Account		250,001,781		-
Other assets		384,996		-
Total Assets	$	250,928,800	$	156,695

Liabilities and Stockholders’ Equity:
Current liabilities:
Accrued expenses	$	26,025	$	94,560
Payables to related party		10,000		37,640
Sponsor loan – promissory notes		592,985		-
Franchise tax payable		38,492		-
Total current liabilities		667,502		132,200
Warrant liability		5,888,000		-
Forward purchase securities liability		2,052,035		-
Total Liabilities	$	8,607,538	$	132,200

Commitments and Contingencies (Note 5)
Common stock, Class A, subject to possible redemption, 23,732,126 shares at redemption value of $10.00 per share		237,321,260		-

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2021 and December 31, 2020		-		-
Common stock, Class A, $0.0001 par value; 240,000,000 shares authorized; 1,867,874 issued and outstanding (excluding 23,732,126 and shares subject to possible redemption) as of March 31, 2021 and no shares issued and outstanding as of December 31, 2020		187		-
Common stock, Class B, $0.0001 par value; 30,000,000 shares authorized; 6,250,000 and 7,187,500 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		625		719
Additional paid-in capital		2,811,895		24,281
Retained earnings		2,187,295		(505	)
Total Stockholders’ Equity		5,000,002		24,495
Total Liabilities and Stockholders’ Equity	$	250,928,800	$	156,695

	For the Three Months Ended March 31,			For the Period from January 23, 2020 (Inception) to March 31,
	2021			2020
General and administrative costs	$	165,037		$	-
Administrative expenses - related party		19,643			-
Franchise tax expense		38,492			-
Loss from operations		(223,172	)		-
Interest income on investments held in Trust Account		1,781			-
Change in fair value of warrant liability		4,461,226			-
Change in fair value of forward purchase securities liability		(2,052,035	)		-
Income before income tax expense		2,187,800			-
Net Income	$	2,187,800		$	-

Weighted average number of common shares outstanding:
Class A - Public shares		25,000,000			-
Class A - Private placement		600,000			-
Class B - Common stock		6,593,750			6,250,000	⁽¹⁾
Basic and diluted net income (loss) per share:
Class A - Public shares	$	0.00		$	-
Class A - Private placement	$	0.30		$	-
Class B - Common stock	$	0.30		$	-

	For the Three Months Ended March 31, 2021 and for the Period from January 23, 2020 (Inception) to March 31, 2020
	Common Stock												Additional						Total
	Class A						Class B						Paid-In			Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance - December 31, 2020		-		$	-			7,187,500	⁽¹⁾	$	719		$	24,281		$	(505	)	$	24,495
Sale of Class A common stock to public		25,000,000			2,500			-			-			239,890,834			-			239,893,334
Underwriters’ discount and offering expenses		-			-			-			-			(5,541,807	)		-			(5,541,807	)
Sale of Private Placement Class A common stock		600,000			60			-			-			5,757,380			-			5,757,440
Forfeiture of common stock to sponsor at $0.0001 par value		-			-			(937,500	)		(94	)		94			-			-
Shares subject to possible redemption		(23,732,126	)		(2,373	)		-			-			(237,318,887	)		-			(237,321,260	)
Net Income		-			-			-			-			-			2,187,800			2,187,800
Balance – March 31, 2021		1,867,874		$	187			6,250,000		$	625		$	2,811,895		$	2,187,295		$	5,000,002

	Three Months Ended March 31, 2021			For the Period from January 23, 2020 (Inception) to March 31, 2020
Cash flows from operating activities
Net income	$	2,187,800		$	-
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party		121,519			-
Interest income on investments held in Trust Account		(1,781	)		-
Change in fair value of warrant liability		(4,461,226	)		-
Change in fair value of forward purchase securities liability		2,052,035
Changes in operating assets and liabilities:
Accrued expenses		(68,535	)		-
Franchise tax payable		38,492			-
Deferred offering costs associated with proposed initial public offering		131,695			-
Net cash used in operating activities		-			-

Cash flows from investing activities
Cash deposited in Trust Account		(250,000,000	)		-
Net cash used in investing activities		(250,000,000	)		-

Cash flows from financing activities
Proceeds from issuance of Class B common stock		-			25,000
Proceeds from related party - Sponsor loan		592,985			-
Proceeds received from initial public offering		250,000,000			-
Proceeds received from private placement		6,000,000			-
Offering costs paid		(5,393,362	)		-
Payment of related party payable		(1,199,623	)		-
Net cash provided by financing activities		250,000,000			25,000

Net change in cash		-			25,000
Cash, beginning of the period		25,000			-
Cash, end of the period	$	25,000		$	25,000

Supplemental disclosure of non-cash financing activities
Offering cost paid with note payable	$	91,750		$	-
Prepaid expenses paid with payables to related party	$	902,019		$	-
Change in Class A common stock subject to possible redemption	$	237,321,260		$	-

	For the Three Months Ended March 31, 2021			For the Period from January 23, 2020 (Inception) to March 31, 2020
Redeemable Class A common shares
Numerator: earnings allocable to redeemable Class A common shares
Interest income on investments held in Trust Account	$	1,781		$	-
Less franchise tax available to be withdrawn from the Trust Account	$	(1,781	)	$	-
Net earnings	$	-		$	-
Denominator: weighted average number of redeemable Class A common share		25,000,000			-
Basic and diluted net income per redeemable Class A common share	$	-		$	-
Non-redeemable Class A and Class B common shares
Numerator: net income (loss) minus redeemable net earnings
Loss from operations	$	(223,172	)	$	-
Less franchise tax available to be withdrawn from the Trust Account	$	1,781		$	-
Change in fair value of warrant liability attributed to non-redeemable Class A private placement and Class B common shares	$	4,461,226			-
Change in fair value of FPS liability	$	(2,052,035	)		-
Non-redeemable net income	$	2,187,800		$	-
Denominator: weighted average number of non-redeemable Class B common shares and Class A private placement shares
Non-redeemable Class A private placement and Class B common shares, basic and diluted		7,193,750			6,250,000
Basic and diluted net income per non-redeemable Class A private placement and Class B common share	$	0.30		$	-

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets:
Assets held in Trust Account U.S. Treasury Securities	$	250,001,781	$	—	$	—	$	250,001,781
Liabilities:
Warrant liability	$	5,750,000	$	138,000	$	—	$	5,888,000
FPS liability	$	—	$	—	$	2,052,035	$	2,052,035

	February 2, 2021
Risk-free interest rate		0.61	%
Expected term (years)		5
Expected volatility		17.5	%
Exercise price	$	11.50
Stock price	$	10.00
Dividend yield		0.0	%

	Private Placement			Public			Warrant Liability
Fair value as of February 2, 2021	$	242,560		$	10,106,666		$	10,349,226
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		(104,560	)		(4,356,666	)		(4,461,226	)
Fair value as of March 31, 2021	$	138,000		$	5,750,000		$	5,888,000

	FPS Liability
Fair value as of February 2, 2021	$	2,667,992
Change in valuation inputs or other assumptions⁽¹⁾		(615,957	)
Fair value as of March 31, 2021	$	2,052,035

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation. (1)

10.1		Letter Agreement, dated January 28, 2021, by and among the Company, its officers, its directors and the Sponsor. (1)

10.2		Investment Management Trust Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

10.3		Registration Rights Agreement, dated January 28, 2021, by and among the Company, the Sponsor and the holders party thereto. (1)

10.4		Expense Reimbursement Agreement, dated January 28, 2021, by and between the Company and the Sponsor. (1)

10.5		Private Placement Units Purchase Agreement, dated January 28, 2021, by and between the Company and the Sponsor. (1)

10.6		Warrant Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)

10.7		Underwriting Agreement, dated January 28, 2021, by and among the Company, CF&Co., as representative of the several underwriters, and the qualified independent underwriter named therein. (1)

10.8		Business Combination Marketing Agreement, dated January 28, 2021, by and between the Company and CF&Co. (1)

10.9		Forward Purchase Contract, dated January 28, 2021, by and between the Company and the Sponsor (1)

10.10		Promissory Note, dated January 28, 2021(1)

31.1*		Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	CF ACQUISITION CORP. V

Date: May 17, 2021	By:	/s/ Howard W. Lutnick
	Name:	Howard W. Lutnick
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: May 17, 2021	By:	/s/ Alice Chan
	Name:	Alice Chan
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

(1)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 3, 2021.

SEC Form 10-Q filed by CF Acquisition Corp. V