XBP · XBP Global Holdings, Inc. · Insider Trading

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $2.17 to $2.65, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 135,000 shares in the reporting person's ownership of common stock.

Represents RSUs issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 1,468,800 shares in the reporting person's ownership of common stock.

Represents RSUs issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.

Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.

Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 501,674 shares in the reporting person's ownership of common stock.

Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 896,877 shares in the reporting person's ownership of common stock.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"). CFLP is the sole member of CFAC Holdings VIII, LLC ("CFAC"). CFAC directly owns (a) 6,064,404 shares of common stock and (b) 385,000 shares of common stock underlying an equal number of warrants to purchase shares of common stock which are exercisable within 60 days. Following the closing of the transaction, the reporting person no longer has beneficial ownership of the shares of common stock owned by CFAC. The aggregate sale price of the voting shares of CFGM was $200,000.

CFAC is the record holder of the shares reported herein. CFLP is the sole member of CFAC. CFGM is the managing general partner of CFLP. The reporting person was the trustee of CFGM's sole stockholder prior to the transaction described in footnote (1). The reporting person disclaims beneficial ownership of all securities held by CFAC in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"). CFLP is the sole member of CFAC Holdings VIII, LLC ("CFAC"). CFAC directly owns (a) 6,064,404 shares of common stock and (b) 385,000 shares of common stock underlying an equal number of warrants to purchase shares of common stock which are exercisable within 60 days. Following the closing of the transaction, the reporting person no longer has beneficial ownership of the shares of common stock owned by CFAC. The aggregate sale price of the voting shares of CFGM was $200,000.

CFAC is the record holder of the shares reported herein. CFLP is the sole member of CFAC. CFGM is the managing general partner of CFLP. The reporting person was the trustee of CFGM's sole stockholder prior to the transaction described in footnote (1). The reporting person disclaims beneficial ownership of all securities held by CFAC in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended (the "Plan"). The RSUs are scheduled to vest in full on September 24, 2026 subject to the terms of the Plan. Each RSU represents the right to receive one share of the Issuer's common stock on vesting.

Includes RSUs previously granted to the Reporting Person under the Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended (the "Plan"). The RSUs are scheduled to vest in full on September 24, 2026 subject to the terms of the Plan. Each RSU represents the right to receive one share of the Issuer's common stock on vesting.

Includes RSUs previously granted to the Reporting Person under the Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Reflects shares of Common Stock and warrants to purchase shares of Common Stock held by certain entities controlled by the reporting person.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.595 to $0.605, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

The price reported in Column 4 is a weighted average price. These shares of common stock, $0.0001 par value (the "Common Stock"), were purchased in multiple transactions at prices ranging from $0.5474 to $0.65, inclusive. The reporting person undertakes to provide to XBP Global Holdings, Inc. ("XBP"), any security holder of XBP, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

Reflects shares of Common Stock and warrants to purchase shares of Common Stock held by certain entities controlled by the reporting person.

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.5050 to $0.5500, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.6158 to $0.6500, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

Reflects shares of common stock, $0.0001 par value (the "Common Stock"), of XBP Europe Holdings, Inc. and warrants to purchase Common Stock received by certain wholly owned subsidiaries of Exela Technologies, Inc. ("Exela") in accordance with an amended plan of reorganization effectuated under voluntary cases, filed by certain entities that were direct or indirect subsidiaries of Exela, under chapter 11 of title 11 of the United States Code, ss.ss. 101-1532, as amended, in the United States Bankruptcy Court for the Southern District of Texas, under Case No 25-90023 [Docket No. 826] (the "Restructuring Transactions"). The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

On the effective date of the Restructuring Transactions, the closing price of the Common Stock was $0.90 per share.

The reporting person is the Executive Chairman, a director and the controlling shareholder of Exela. The reporting person's holdings in Exela are held by certain entities controlled by the reporting person.

Reflects shares of common stock, $0.0001 par value (the "Common Stock"), of XBP Europe Holdings, Inc. and warrants to purchase Common Stock received by certain wholly owned subsidiaries of Exela Technologies, Inc. ("Exela") in accordance with an amended plan of reorganization effectuated under voluntary cases, filed by certain entities that were direct or indirect subsidiaries of Exela, under chapter 11 of title 11 of the United States Code, ss.ss. 101-1532, as amended, in the United States Bankruptcy Court for the Southern District of Texas, under Case No 25-90023 [Docket No. 826] (the "Restructuring Transactions"). The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

On the effective date of the Restructuring Transactions, the closing price of the Common Stock was $0.90 per share.

Reflects shares of Common Stock received in the Restructuring Transactions by an entity controlled by the reporting person.

Reflects shares of common stock, $0.0001 par value (the "Common Stock"), of XBP Europe Holdings, Inc. and warrants to purchase Common Stock received by certain wholly owned subsidiaries of Exela Technologies, Inc. ("Exela") in accordance with an amended plan of reorganization effectuated under voluntary cases, filed by certain entities that were direct or indirect subsidiaries of Exela, under chapter 11 of title 11 of the United States Code, ss.ss. 101-1532, as amended, in the United States Bankruptcy Court for the Southern District of Texas, under Case No 25-90023 [Docket No. 826] (the "Restructuring Transactions"). The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

On the effective date of the Restructuring Transactions, the closing price of the Common Stock was $0.90 per share.

The reporting person is the Executive Chairman, a director and the controlling shareholder of Exela. The reporting person's holdings in Exela are held by certain entities controlled by the reporting person.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on February 13, 2026; one-third of such RSUs vesting on February 13, 2027; and the final one-third of such RSUs vesting on February 13, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (the "Plan"). The RSUs granted under the Plan will vest in full on the first anniversary of the grant date.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (the "Plan"). The RSUs granted under the Plan will vest in full on the first anniversary of the grant date.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (the "Plan"). The RSUs granted under the Plan will vest in full on the first anniversary of the grant date.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on February 13, 2026; one-third of such RSUs vesting on February 13, 2027; and the final one-third of such RSUs vesting on February 13, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on February 13, 2026; one-third of such RSUs vesting on February 13, 2027; and the final one-third of such RSUs vesting on February 13, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan (the "Plan"). Although RSU's granted under the Plan generally require a minimum of one year to vest, the RSU's disclosed on this Form 4 will vest on January 1, 2025, as allowed for under the Plan's exception for allowing up to 5% of the aggregate number of common shares that may be delivered pursuant to awards granted under the Plan to have a vesting period of less than one year.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan (the "Plan"). Although RSU's granted under the Plan generally require a minimum of one year to vest, the RSU's disclosed on this Form 4 will vest on January 1, 2025, as allowed for under the Plan's exception for allowing up to 5% of the aggregate number of common shares that may be delivered pursuant to awards granted under the Plan to have a vesting period of less than one year.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan (the "Plan"). Although RSU's granted under the Plan generally require a minimum of one year to vest, the RSU's disclosed on this Form 4 will vest on January 1, 2025, as allowed for under the Plan's exception for allowing up to 5% of the aggregate number of common shares that may be delivered pursuant to awards granted under the Plan to have a vesting period of less than one year.

Represents a bona fide gift of shares of XBP Europe Holdings, Inc. common stock, par value $0.0001 per share, by CFAC on behalf of Cantor Fitzgerald, L.P. ("Cantor") to a non-profit organization.

CFAC is the record holder of the shares reported herein. Cantor is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

The shares of common stock sold hereunder were acquired by CFAC Holdings VIII, LLC ("CFAC") pursuant to an authorization by the issuer's Audit Committee and Board of Directors pursuant to Rule 16b-3(d) of the Exchange Act.

The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.94, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

CFAC is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

The shares of common stock sold hereunder were acquired by CFAC Holdings VIII, LLC ("CFAC") pursuant to an authorization by the issuer's Audit Committee and Board of Directors pursuant to Rule 16b-3(d) of the Exchange Act.

The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.90, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

CFAC is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

The shares of common stock sold hereunder were acquired by CFAC Holdings VIII, LLC ("CFAC") pursuant to an authorization by the issuer's Audit Committee and Board of Directors pursuant to Rule 16b-3(d) of the Exchange Act.

The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.97, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

CFAC is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Upon consummation of the issuer's initial business combination, the 11,000 shares of Class B common stock previously owned by the reporting person converted into shares of common stock on a one-for-one basis, and the reporting person resigned as a director of the issuer.

Upon consummation of the issuer's initial business combination, the 11,000 shares of Class B common stock previously owned by the reporting person converted into shares of common stock on a one-for-one basis, and the reporting person resigned as a director of the issuer.

On November 29, 2023, the issuer consummated its initial business combination with XBP Europe, Inc. (the "Business Combination"). Upon closing of the Business Combination, shares of Class A common stock were designated as shares of common stock.

Pursuant to that certain Forward Purchase Contract, dated March 11, 2021, by and between the issuer and the Sponsor, the Sponsor acquired an aggregate of 1,250,000 shares of Class A common stock and 250,000 warrants, each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, for a total purchase price of $10,000,000.

The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Upon consummation of the issuer's initial business combination, the 11,000 shares of Class B common stock previously owned by the reporting person converted into shares of common stock on a one-for-one basis, and the reporting person resigned as a director of the issuer.

On November 29, 2023, the issuer consummated its initial business combination with XBP Europe, Inc. (the "Business Combination"). Upon closing of the Business Combination, shares of Class A common stock were designated as shares of common stock.

In connection with the closing of the Business Combination, these shares were issued to the Sponsor in consideration for the repayment of certain amounts owed by the issuer to the Sponsor, at a price of $10.00 per share.

The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Upon consummation of the issuer's initial business combination, the 11,000 shares of Class B common stock previously owned by the reporting person converted into shares of common stock on a one-for-one basis, and the reporting person resigned as a director of the issuer.

As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.

In connection with the closing of Business Combination, the Sponsor forfeited 733,400 shares of Class B common stock.

The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Upon closing of the Business Combination, the Sponsor distributed these shares to Cantor Fitzgerald, L.P. ("Cantor"), its sole member, and Cantor further distributed these shares to certain of its partners who are not affiliates of the issuer. Such partners of Cantor acquired these shares for an average price of $9.99 per share.

The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.

As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", upon consummation of Business Combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis.

The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Pursuant to that certain Forward Purchase Contract, dated March 11, 2021, by and between the issuer and the Sponsor, the Sponsor acquired an aggregate of 1,250,000 shares of Class A common stock and 250,000 warrants, each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, for a total purchase price of $10,000,000.

The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.