Item 1A. Risk Factors.
As a smaller reporting company,
we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other
factors that could have a material effect on the Company and its operations:
19
For the complete list of risks
relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement and the additional
risk factors previously disclosed in our Form 10-Q for the quarter ended March 31, 2021 as filed
with the SEC on May 17, 2021.
20
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our
executive offices are located at 110 East 59th Street, New York, NY 10022, and our telephone number is (212) 938-5000.
The cost for our use of this space is included in the $10,000 per month fee we pay to the sponsor for office space, administrative and
shared personnel support services. We consider our current office space adequate for our current operations.
Item 3. Legal Proceedings.
To the knowledge of our management
team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such
or against any of our property.
Item 4. Mine Safety Disclosures.
Not applicable.
21
PART II
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
(a) Market Information
Our units, public shares and
public warrants are each traded on Nasdaq under the symbols “CFFEU,” “CFFE” and “CFFEW,” respectively.
Our units commenced public trading on March 12, 2021, and our public shares and public warrants commenced separate public trading on May
3, 2021.
(b) Holders
On March 31, 2022, there was
one (1) holder of record of our units, three (3) holders of record of our Class A common stock, three (3) holders of record of our Class
B common stock and two (2) holders of record of our warrants.
(c) Dividends
We have not paid any cash
dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our
initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any
indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
(d) Securities Authorized for Issuance Under Equity Compensation Plans.
None.
(e) Recent Sales of Unregistered Securities
None.
(f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
(g) Use of Proceeds from the Initial Public Offering
On March
16, 2021, we consummated the initial public offering of 25,000,000 units, including 3,000,000
units issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each unit consists of one public
share and one-fourth of one public warrant, with each whole public warrant entitling the
holder thereof to purchase one public share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross
proceeds to the Company of $250,000,000.
A total of $250,000,000 of
the proceeds from the initial public offering and the sale of the private placement units (which amount includes $9,350,000 of business
combination marketing fees payable to CF&Co. for certain services to be provided in connection with our initial business combination)
was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental, acting as trustee. The proceeds held
in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money
market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment
Company Act.
Item 6. Reserved.
22
Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
References to the “Company,”
“us,” “our” or “we” refer to CF Acquisition Corp. VIII.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
financial statements and related notes included herein.
Cautionary Note Regarding Forward-Looking Statements
All statements other than
statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy
and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such
as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,
as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s
behalf are qualified in their entirety by this paragraph.
The following discussion and
analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes
thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
Overview
We are a blank check company
incorporated in Delaware on July 8, 2020 for the purpose of effecting an initial business combination. Our sponsor is CFAC Holdings VIII,
LLC.
Although we are not limited
to a particular industry or sector for purpose of consummating an initial business combination, we are focusing our search on companies
operating in the financial services, healthcare, real estate services, technology and software industries. We are an early stage and emerging
growth company and, as such, subject to all of the risks associated with early stage and emerging growth companies.
Our Registration Statement
for our initial public offering became effective on March 11, 2021. On March 16, 2021, we consummated the initial public offering of 25,000,000
units, including 3,000,000 units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price
of $10.00 per unit, generating gross proceeds of $250,000,000. 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 30 days after the completion of the initial business combination and will expire 5 years after the
completion of the initial business combination, or earlier upon redemption or liquidation.
Simultaneously with the closing
of our initial public offering, we consummated the sale of 540,000 units at a price of $10.00 per private placement unit to the sponsor
in a private placement, generating gross proceeds of $5,400,000
Following the closing of the
initial public offering and sale of private placement units 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 was placed in a trust account
located in the United States at J.P. Morgan Chase Bank, N.A., with Continental 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, 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 us meeting the conditions of paragraphs (d)(2),
(d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of an initial
business combination and (ii) the distribution of the trust account, as described below. On March 8, 2022, at a special meeting of our
stockholders, our stockholders approved the Extension. In connection with the Extension, the sponsor loaned us an aggregate amount of
$4,424,015 ($0.20 for each public share that was not redeemed in connection with the Extension) (the “Extension Loan”). The proceeds
of the Extension Loan were deposited in the trust account on March 9, 2022. The Extension Loan will not bear interest and will be repayable
by us to the sponsor or its designees upon consummation of an initial business combination. In connection with the stockholder vote to
approve the Extension, 2,879,927 public shares were redeemed at $10.00 a share, resulting in a reduction of $28,799,270 in the amount
in the trust account.
23
We have until September 30,
2022 (which was originally March 16, 2022, but has
been extended due to the stockholder approval of the Extension) or a later date approved
by our stockholders in accordance with the Charter, to consummate an initial business combination (the “Combination Period”).
If we are unable to complete an initial business combination by the end of the Combination Period, we will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless if we fail to complete an initial business combination within the Combination Period.
Liquidity and Capital
Resources
As of both December 31, 2021
and 2020, we had $25,000 of cash in our operating account. As of December 31, 2021 and 2020, we had a working capital deficit of approximately
$2,634,000 and working capital of approximately $24,000, respectively. For the year ended December 31, 2021, we had approximately $18,000
of interest income from the trust account available to pay taxes (less up to $100,000 of interest to pay dissolution expenses).
Our liquidity needs through
December 31, 2021 have been satisfied through a contribution of $25,000 from the sponsor in exchange for the issuance of the founder shares,
a loan of approximately $79,000 from the sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the
consummation of the private placement with the sponsor not held in the trust account, and the Sponsor Loan (as defined below). We fully
repaid the Pre-IPO Note upon completion of the initial public offering. In addition, in order to finance transaction costs in connection
with an initial business combination, the sponsor has committed up to $1,750,000 to be provided to us to fund our expenses relating to
investigating and selecting a target business and other working capital requirements after the initial public offering and prior to our
initial business combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the sponsor or an affiliate of the
sponsor, or certain of our officers and directors may, but are not obligated to, provide us additional loans. As of December 31, 2021
and 2020, approximately $734,000 and $0, respectively, was outstanding under the Sponsor Loan.
Based on the foregoing, management
believes that we will have sufficient working capital and borrowing capacity from the sponsor to meet our needs through the earlier of
the consummation of an initial business combination or one year from the date of this Report. Over this time period, we 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 initial business combination.
Results of Operations
Our entire activity from inception
through December 31, 2021 related to our formation, the preparation for the initial public offering, and since the closing of the initial
public offering, to locating and completing a suitable initial business combination. We have neither engaged in any operations nor generated
any revenues to date. We will not generate any operating revenues until after completion of our initial business combination. We will
generate non-operating income in the form of interest income on investments held in the trust account. We expect to incur increased expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the year ended December
31, 2021 we had a net loss of approximately $1,708,000 which consisted of approximately $2,440,000 of general and administrative expenses,
approximately $2,007,000 of loss from the change in fair value of FPS liability, approximately $201,000 of franchise tax expense, and
approximately $95,000 of administrative expenses paid to the sponsor, partially offset by approximately $3,017,000 of gain from the change
in fair value of warrant liability and approximately $18,000 of interest income on investments held in the trust account.
For the period from July 8,
2020 (inception) to December 31, 2020, we had a net loss of approximately $1,400 which consisted of general and administrative expenses.
Contractual Obligations
Business Combination Marketing Agreement
We engaged CF&Co., an
affiliate of the sponsor, as an advisor in connection with the initial business combination to assist us in holding meetings with our
stockholders to discuss any potential initial business combination and the target business’ attributes, introduce us to potential
investors that are interested in purchasing our securities and assist us with our press releases and public filings in connection with
the initial business combination. We will pay CF&Co. a cash fee for such services upon the consummation of the initial business combination
in an amount of $9,350,000, which is equal to, in the aggregate, 3.5% of the gross proceeds of the base offering in the initial public
offering and 5.5% of the gross proceeds from the partial exercise of the underwriters’ over-allotment option.
24
Related Party Loans
In order to finance transaction
costs in connection with an intended initial business combination, the sponsor has committed up to $1,750,000 in the Sponsor Loan to be
provided to us to fund expenses relating to investigating and selecting a target business and other working capital requirements, including
$10,000 per month for office space, administrative and shared personnel support services that will be paid to the sponsor, after the initial
public offering and prior to our initial business combination. As of December 31, 2021 and 2020, we had borrowed approximately $734,000
and $0, respectively, under the Sponsor Loan.
The sponsor pays expenses
on our behalf and we reimburse the sponsor for such expenses paid on our behalf. As of December 31, 2021 and 2020, we had accounts payable
outstanding to the sponsor for such expenses paid on our behalf of approximately $571,000 and $0, respectively.
On March 9, 2022, the sponsor
loaned us an aggregate amount of $4,424,015 ($0.20 for each public share that was not redeemed in connection with the Extension). The proceeds
of the Extension Loan were deposited in the trust account on March 9, 2022. The Extension Loan will not bear interest and will be repayable
by us to the sponsor or its designees upon consummation of an initial business combination.
Critical Accounting Policies and Estimates
We have identified the following
as our critical accounting polices:
Use of Estimates
The preparation of our financial
statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our financial
statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of
estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under
the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the
extent actual experience differs from the assumptions used, our balance sheets, statements of operations, statements of stockholders’
equity (deficit) and statements of cash flows could be materially affected. We believe that the following accounting policies involve
a higher degree of judgment and complexity.
Going Concern
In connection with our going
concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards
Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, we have until September 30,
2022 to consummate an initial business combination. Our mandatory liquidation date, if an initial business combination is not consummated,
raises substantial doubt about our ability to continue as a going concern. Our financial statements included in this Report do not include
any adjustments related to the recovery of the recorded assets or the classification of the liabilities should we be unable to continue
as a going concern. In the event of a mandatory liquidation, within ten business days, we will redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares.
Emerging Growth Company
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 a 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 election to opt out is irrevocable. We have 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, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Warrant and FPS Liability
We account for our outstanding
public warrants and private placement warrants and the FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts
in Entity’s Own Equity, under which the warrants and the FPS do not meet the criteria for equity classification and must be
recorded as liabilities. As both the public and private placement warrants and the FPS meet the definition of a derivative under ASC 815,
Derivatives and Hedging, they are measured at fair value at inception and at each reporting date in accordance with the guidance
in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in the statement of operations in the
period of change.
25
Class A Common Stock Subject to Possible Redemption
We account for our Class A
common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity.
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 our 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 our control and subject to the occurrence
of uncertain future events. Accordingly, as of December 31, 2021 and December 31, 2020, 25,000,000 and 0 shares of Class A common stock
subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of our
balance sheets. We recognize any subsequent changes in redemption value immediately as they occur and adjust the carrying value of redeemable
shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the initial
public offering, we recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This
method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying
value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.
Net Loss Per Share of Common Stock
We comply with the accounting
and disclosure requirements of ASC 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss
applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods. We apply the
two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded
from earnings per share as the redemption value approximates fair value.
We have 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 the
concurrent private placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events
and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is
the same as basic earnings per share of common stock for the periods presented.
See Note 2—Summary of
Significant Accounting Policies to our financial statements in Part IV, Item 15 of this Report for additional information regarding these
critical accounting policies and other significant accounting policies.
Factors That May Adversely Affect Our Results of Operations
Our results of operations
and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty
and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply
chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and
the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully
predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact
our business and our ability to complete an initial business combination.
Off-Balance Sheet Arrangements and Contractual Obligations
As of December 31, 2021,
we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did
not have any commitments or contractual obligations.
Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this
item.
Item 8. Financial Statements and Supplementary
Data.
Reference is made to pages
F-1 through F-24 comprising a portion of this Report, which are incorporated herein by reference.
26
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and
with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying
Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our
disclosure controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting
related to the accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure
that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management
believes that the financial statements included in this Report present fairly, in all material respects, our financial position, result
of operations and cash flows for the periods presented.
Disclosure controls and procedures
are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying
Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management has identified
a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify
and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the
accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals
with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time,
and we can offer no assurance that these initiatives will ultimately have the intended effects.
Management’s Annual Report on Internal
Controls over Financial Reporting
Management assessed the effectiveness
of our internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework
(2013 Framework).
Based on this assessment,
management believes that, as of December 31, 2021, our internal control over financial reporting was not effective. This Report does not
include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under
the JOBS Act.
Changes in Internal Control over Financial
Reporting
There were no changes in our
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most
recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting, other than as described herein.
In light of the above material
weakness, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and
understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing
enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party
professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished
over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
Not applicable.
27
PART III
Item 10. Directors, Executive Officers and
Corporate Governance
Directors and Executive Officers
As of the date of this Report,
our directors and officers are as follows:
Name Age Position
Howard W. Lutnick 60 Chairman and Chief Executive Officer
Anshu Jain 58 President and Director
Jane Novak 57 Chief Financial Officer
Robert Hochberg 59 Director
Charlotte Blechman 51 Director
Steven Bisgay 54 Director
Mark Kaplan 61 Director
Robert Sharp 56 Director
The experience of our directors
and executive officers is as follows:
Howard W. Lutnick has
been our Chairman and Chief Executive Officer since July 2020. Mr. Lutnick is also the Chairman and Chief Executive Officer of Cantor.
Mr. Lutnick joined Cantor in 1983 and has served as Chief Executive Officer of Cantor since 1992 and as Chairman since 1996. Mr. Lutnick’s
company, CF Group Management, Inc. (“CFGM”), is the managing general partner of Cantor. Mr. Lutnick is also the Chairman of
the Board of Directors of BGC Partners, Inc. and its Chief Executive Officer, positions in which he has served from June 1999 to the present.
In addition, Mr. Lutnick has served as Chairman of Newmark Group, Inc. since 2016. Mr. Lutnick served as the Chairman and Chief Executive
Officer of CF Finance Acquisition Corp. (“Cantor SPAC I”) from October 2015 until consummation of its business combination
with GCM Grosvenor, Inc. (“GCM Grosvenor”) in November 2020, CF Finance Acquisition Corp. II (“Cantor SPAC II”)
from September 2019 until consummation of its business combination with View, Inc. (“View”) in March 2021, CF Finance Acquisition
Corp. III (“Cantor SPAC III”) from January 2020 until consummation of its business combination with AEye, Inc. (“AEye”)
in August 2021, and CF Acquisition Corp. V (“Cantor SPAC V”) from
April 2020 until consummation of its business combination with Satellogic, Inc. (“Satellogic”) in
January 2022. Mr. Lutnick also serves as the Chairman and Chief Executive Officer of CF Acquisition Corp. IV (“Cantor SPAC
IV”) since January 2020, CF Acquisition Corp. VI (“Cantor SPAC VI”) since April 2020 and CF Acquisition Corp. VII (“Cantor
SPAC VII”) since July 2020. Mr. Lutnick has also served as a director of Satellogic since January 2022. Mr. Lutnick
is a member of the Board of Directors of the National September 11 Memorial & Museum, the Board of Directors of the Partnership
for New York City, the Board of Directors of the Horace Mann School, and the Board of Overseers
of The Hoover Institution. In addition, Mr. Lutnick has served as Chairman and Chief Executive Officer of each of Cantor Fitzgerald Income
Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) and Rodin Income Trust, Inc. since February 2017 and as President of
Rodin Income Trust, Inc. since January 2018. We believe that Mr. Lutnick is qualified to serve as a member of our board of directors
due to his extensive investment, management and public company experience
Anshu Jain has
been our President since January 2021 and our director since March 2021. Mr. Jain is also
the President of Cantor, a position he has held since January 2017. Mr. Jain directs strategy, vision and operational foundation across
Cantor’s businesses. Mr. Jain also served as the President of Cantor SPAC
I, from January 2018, and a director of Cantor SPAC I, from December 2018, until in each case consummation of its business combination
with GCM Grosvenor in November 2020, as the President of Cantor SPAC II, from September 2019, and a director of Cantor SPAC II, from August
2020, until in each case consummation of its business combination with View in March 2021, as the President of Cantor SPAC III, from March
2020, and a director of Cantor SPAC III, from November 2020, until in each case consummation of its business combination with AEye in
August 2021, and as the President of Cantor SPAC V, from September 2020, and a director of Cantor SPAC V, from January 2021, until,
in each case consummation of its business combination with Satellogic in January 2022.
Mr. Jain also serves as the President of Cantor SPAC IV since September 2020 and a director of Cantor SPAC IV since December 2020, as
the President of Cantor SPAC VI since October 2020 and a director of Cantor SPAC VI since February 2021, and as the President of Cantor
SPAC VII since January 2021 and as a director of Cantor SPAC VII since December 2021. Mr. Jain was Co-CEO of Deutsche Bank from
June 2012 to June 2015. Between February 2016 and March 2017, Mr. Jain was an advisor to Social Finance Inc. and consultant to Deutsche
Bank from July 2015 to January 2016. He was also a member of Deutsche Bank’s Management Board from 2009 to 2015 and Deutsche Bank’s
Group Executive Committee from 2002 to 2015 and previously led Deutsche Bank’s team advising the UK Treasury on financial stability.
Mr. Jain joined Deutsche Bank from Merrill Lynch in 1995. Mr. Jain sat on the Board of Directors of the Institute of International Finance
from 2012 to 2015 and previously was a member of the Financial Services Forum and served on the International Advisory Panel of the Monetary
Authority of Singapore. Mr. Jain is a trustee of Chance to Shine, a leading UK based sports charity whose mission is to spread the power
of cricket throughout schools and communities. Mr. Jain also serves on the MIT Sloan Finance Group Advisory Board. Mr. Jain received his
Bachelor’s degree in Economics, with honors, from the University of Delhi and his MBA in Finance, Beta Gamma Sigma, from the University
of Massachusetts Amherst. We believe that Mr. Jain is qualified to serve as a member of our board of directors due to his extensive investment
and management experience.
28
Jane
Novak has been our Chief Financial Officer since July 2021. Ms. Novak joined Cantor in October 2017 and, since then, has served as
the Global Head of Accounting Policy. In this role, Ms. Novak provides guidance to Cantor and its affiliates on complex accounting matters,
including, among other things, compliance with U.S. GAAP, IFRS, and SEC pronouncements, establishing formal accounting policies, reviewing
SEC filings, leading new accounting standards implementation and monitoring standard-setting activities. Ms. Novak has also served as
the Chief Financial Officer of Cantor SPAC IV and Cantor SPAC VI since July 2021 and Cantor SPAC VII since November 2021. Ms. Novak also
served as the Chief Financial Officer of Cantor SPAC III from July 2021 until consummation of its business combination with AEye in August
2021 and as Chief Financial Officer of Cantor SPAC V from July 2021 until consummation of its business combination with Satellogic
in January 2022. Prior to joining Cantor, Ms. Novak worked for a number of financial
services institutions over the prior 20 years, including Annaly Capital Management from February 2016 to September 2017, holding accounting
policy, financial reporting and SEC reporting positions of progressive responsibility. Ms. Novak began her career in the audit practice
at Deloitte’s New York office, serving financial services clients. Ms. Novak graduated summa cum laude from Brooklyn College, CUNY,
with a B.S. in Accounting. Ms. Novak holds an active CPA license from the State of New York and is a member of the American Institute
of Certified Public Accountants.
Robert
Hochberg has served as our director since March 2021. Mr. Hochberg is currently President
and Chief Executive Officer of Numeric Computer Systems, Inc. (“Numeric”). Mr. Hochberg has served at Numeric as President
since June 1984 and as Chief Executive Officer since November 1994. Numeric is a global software company with offices in New York, San
Juan, Auckland, Jakarta and Sydney. Mr. Hochberg has also served as a director of Cantor SPAC IV since December 2021. Mr. Hochberg
previously served as a director of Cantor SPAC I from January 2020 until the consummation of its business combination with GCM Grosvenor
in November 2020, a director of Cantor SPAC II from August 2020 until consummation of its business combination with View in March 2021
and a director of Cantor SPAC III from November 2020 until consummation of its business combination with AEye in August 2021. Mr. Hochberg
is a graduate of Vassar College, where he received a Bachelor of Arts in Economics. We believe that Mr. Hochberg is qualified to serve
as a member of our board of directors due to his extensive experience in business management.
Charlotte
S. Blechman has served as our director since March 2021. Ms. Blechman has extensive executive and management
experience in marketing, public relations, visual merchandising, branding, digital and social marketing, advertising and communications.
Ms. Blechman has served as Chief Marketing Officer of Tom Ford Retail LLC since January 2017 where she oversees various departments.
She is responsible for all global marketing, communications, advertising, public relations, visual display, customer relationship
management, digital marketing, events, and global marketing initiatives. Ms. Blechman served as a director of Cantor SPAC II
from November 2020 until consummation of its business combination with View in March 2021. Ms. Blechman has also served as a director
of Cantor SPAC IV since December 2020. From 2011 to 2017, Ms. Blechman served as Executive Vice-President of Marketing and Communication
at Barneys New York. Prior to that, Ms. Blechman served as Gucci America’s Vice President of Public Relations and Special Events,
also overseeing Worldwide Celebrity Relations. She also served as Vice President of Public Relations for Yves Saint Laurent. We believe
that Ms. Blechman is qualified to serve as a member of our board due to her extensive experience in business management.
Steven
Bisgay has served as our director since July 2021. Mr. Bisgay is currently the Chief Financial Officer of BGC Partners, Inc., a position
he has held since January 2020. Mr. Bisgay joined Cantor in February 2015. From that time until August 2020, and from January 2021 to
present, Mr. Bisgay served as the Chief Financial Officer of Cantor. Mr. Bisgay continues to oversee overlapping functions of BGC’s
and Cantor’s businesses such as bondholder, lender, and rating agency relations. Mr. Bisgay also held various offices at and provided
services to other affiliates of Cantor until December 2019, including as the Chief Financial Officer of Cantor SPAC I from October 2015
and as a director of Cantor SPAC I from December 2018, until December 2019 and as a director, Chief Financial Officer and Treasurer of
two publicly non-traded REITs, Rodin Income Trust, Inc. and Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property
Trust, Inc.), beginning in 2016. Mr. Bisgay has also served as a director of Cantor SPAC IV and Cantor SPAC VI since July 2021 and as
a director of Cantor SPAC VII since December 2021. Mr. Bisgay served as a director of Cantor SPAC V from July 2021 until consummation
of its business combination with Satellogic in January 2022. Prior to his time
at Cantor, Mr. Bisgay was Chief Financial Officer at KCG Holdings, Inc., a market-making firm focused on client trading solutions, liquidity
services and market-making technologies, after serving as Chief Financial Officer and Chief Operating Officer, Head of Business Development,
Group Controller, and Director of Internal Audit at Knight Capital Group, Inc. and as a Senior Manager at PricewaterhouseCoopers, LLP.
Mr. Bisgay received a B.S. in Accounting from Binghamton University and a M.B.A. from Columbia University. Mr. Bisgay also is registered
with FINRA, holds a Series 27 Financial and Operations Principal license and is a Certified Public Accountant. We believe that Mr. Bisgay
is qualified to serve as a member of our board of directors due to his extensive accounting and management experience.
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Mark
Kaplan has served as our director since March 2022. Mr. Kaplan is currently the Global Chief Operating Officer of Cantor Fitzgerald
& Co., the Investment Banking, Asset Management arm of Cantor, a position he has held since February 2018. In that role, Mr. Kaplan oversees
the businesses and operations of Cantor’s primary business divisions, both domestically and internationally. Mr. Kaplan has also
served as a director of Cantor SPAC IV since December 2021. From 2007 to 2017, Mr. Kaplan was Chief Operating Officer for Société
Générale in the Americas (“Société Générale”) where he was responsible for managing
its regional operations, including the IT, Operations, Finance, Product Control, Operational Risk, IT Security, BCP, Sourcing and Real
Estate departments. As part of that role, Mr. Kaplan helped develop and build many of the firm’s business initiatives, as
well as several significant mergers and acquisitions. Prior to that position, Mr. Kaplan spent six years as the General Counsel for Société
Générale, and for its investment banking subsidiary, Cowen & Co., leading their Legal and Compliance departments.
Before joining Société Générale, Mr. Kaplan was the U.S. General Counsel of CBIC. And prior to that position
was a Managing Director and Director of Litigation at Oppenheimer & Co., Inc. Mr. Kaplan has a B.A. from Bucknell University and a
Juris Doctor from Columbia Law School. We believe that Mr. Kaplan is qualified to serve as a member of our board of directors due to his
extensive investment and management experience.
Robert
Sharp has served as our director since March 2022. Mr. Sharp has over 25 years of experience in corporate acquisitions and
strategically building equity value, combining financial and operational expertise. Since January 2014, Mr. Sharp has been Co-CEO of
Ramy Brook, a leading contemporary fashion brand. Mr. Sharp is also the President and CEO of KDS Partners LLC, a private investment firm.
Previously, Mr. Sharp was a founding partner and member of the Executive Committee of MidOcean Partners, a leading private equity
firm, from February 2003 to December 2013. From September 1999 to February 2003, Mr. Sharp was a Managing Director at DB Capital
Partners, the private equity division of Deutsche Bank, which was acquired out of Deutsche Bank to form MidOcean Partners. Mr. Sharp
joined DB Capital Partners from Investcorp International, a global private equity firm. Mr. Sharp has served on numerous corporate
boards throughout his career, including as the previous Chairman of Thomas Scientific, one of the largest suppliers of laboratory products
and services. Mr. Sharp also served as a director of Cantor SPAC I from March 2019 until consummation of its business combination
with GCM Grosvenor in November 2020 and as a director of Cantor SPAC III from November 2020 until consummation of its business combination
with AEye in August 2021. Mr. Sharp has also served as a director of Cantor SPAC VII since December 2021. Mr. Sharp is a member of
the Advisory Board of Mount Sinai Hospital, and a member of the Steering Committee of Duke University’s Financial Economics Center.
Mr. Sharp received his B.A. in Economics, Phi Beta Kappa, Summa Cum Laude, from Union College, and his M.B.A in Finance from Columbia
University, where he was a Samuel Bronfman Fellow. We believe that Mr. Sharp is qualified to serve as a member of our board of directors
due to his extensive investment, public company and management experience.
Number and Terms of
Office of Officers and Directors
Our
board of directors consists of seven directors. Holders of our founder shares have the right to elect all of our directors prior to consummation
of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during
such time. These provisions of the Charter may only be amended if approved by at least 90% of our common stock voting at a stockholder
meeting. Approval of our initial business combination will require the affirmative vote of a majority of our board directors, including
Mr. Lutnick. Our board of directors is divided into two classes with only one class of directors being elected in each year and each
class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year
end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Jain, Mr. Bisgay and Mr. Kaplan,
will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Lutnick,
Mr. Hochberg, Ms. Blechman and Mr. Sharp, will expire at the second annual meeting of stockholders. We may not hold an annual meeting
of stockholders until after we consummate our initial business combination. Subject to the terms of any preferred stock, any or all of
the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of
the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together
as a single class; provided, however, that prior to the consummation of our initial business combination, any or all of the directors
may be removed from office, for cause or not for cause, only by the affirmative vote of holders of a majority of the voting power of all
then outstanding founder shares. Subject to any other special rights applicable to the stockholders, including holders of preferred stock,
whenever any director shall have been elected by the holders of any class of stock voting separately as a class, such director may be
removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal
and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation
of any director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of directors,
may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, and in any case, prior
to the consummation of our initial business combination, by a majority of the holders of our founder shares, and any director so elected
to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until
his or her earlier resignation or removal.
30
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our
bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Senior Managing
Directors, Managing Directors, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be
determined by the board of directors.
Committees of the
Board of Directors
Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and certain
limited exceptions, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and
responsibilities described below.
Audit Committee
We
have established an audit committee of the board of directors. Mr. Hochberg, Ms. Blechman and Mr. Sharp serve as members of our audit
committee, and Mr. Hochberg chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to
have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Mr. Hochberg,
Ms. Blechman and Mr. Sharp each meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b) (1) of
the Exchange Act.
Each
member of the audit committee is financially literate and our board of directors has determined that Mr. Hochberg qualifies as an “audit
committee financial expert” as defined in applicable SEC rules.
We
have adopted an audit committee charter, which details the principal functions of the audit committee, including:
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Compensation Committee
We
have established a compensation committee of the board of directors. Mr. Hochberg, Ms. Blechman and Mr. Sharp serve as members of our
compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we generally would be required to have at least two
members of the compensation committee, all of whom must be independent, subject to certain limited exceptions set forth under the rules
of Nasdaq. Mr. Hochberg, Ms. Blechman and Mr. Sharp are each independent and Mr. Hochberg chairs the compensation committee.
We
have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
● reviewing on an annual basis our executive compensation policies and plans;
The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who participate in the consideration and recommendation of director nominees are Mr. Hochberg, Ms. Blechman and Mr. Sharp.
In accordance with Rule 5605 of the Nasdaq rules, each of Mr. Hochberg, Ms. Blechman and Mr. Sharp is independent. As there is no standing
nominating committee, we do not have a nominating committee charter in place.
32
The
board of directors also considers director candidates recommended for nomination by our stockholders during such times as they are seeking
proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).
Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our
bylaws. However, prior to our initial business combination, holders of our public shares will not have the right to recommend director
candidates for nomination to our board of directors.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our stockholders.
Code of Ethics
We
have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our
audit and compensation committee charters as exhibits to the Registration Statement. You are able to review these documents by accessing
our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided
without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K.
Item 11. Executive Compensation
Except
as described below, none of our officers or directors has received any cash compensation for services rendered to us. Except as described
below, to date, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any
payment of a loan, has been or will be paid by us to our officers and directors, or, other than as described herein, to the sponsor or
any affiliate of the sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation
of our initial business combination (regardless of the type of transaction that it is). However, either the sponsor will transfer up to
10,000 founder shares to each of our independent directors or we will pay cash fees to such directors, at our discretion. In March 2021,
the sponsor transferred 10,000 founder shares to each of Mr. Hochberg and Ms. Blechman. In March 2022, the sponsor transferred 2,500 shares
of Class A common stock to Mr. Sharp and we agreed to pay Mr. Sharp $25,000 to serve as a director of the Company, which payment will
be made upon the earlier of the consummation of our initial business combination, the date by which we must consummate an initial business
combination in accordance with the Charter and March 1, 2023. We pay an amount equal to $10,000 per month to the sponsor for office space,
administrative and shared personnel support services. In addition, our officers and directors will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to the sponsor, our