the Second Round of CityFreighter Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Ultra Low-Floor, modular EV platform, purposefully built for urban logistics

By talking to fleet operators we recognized that there is a need for individual and flexible solutions. We are very excited about our unique, customer-focused concept. It will shake up the last-mile vehicle segment with a keen design, radical new features, and a faster time-to-market, all of which will set us apart from what is available.

Cityfreighter develops an EV platform, from the start purposefully built for last-mile delivery and urban logistics, which is modular, customizable, and designed for ease of manufacturing.
We are mainly using existing and proven components, not trying to reínvent the wheel. Our modular concept will decrease development costs and time-to-market significantly. Plus, we will develop smart solutions for the logistics industry, e.g., the intelligent mobile hub

We want to become a leading brand in this growing niche market, providing customizable electric platforms and vehicles. We will, either by ourselves or by strategic partners, operate micro-assembly factories in key markets. We have built a solid base for that to move further, we realized a proof of concept and a beta version and we are in serious talks to build an alliance with with potential strategic partners and pilot customers.

Milestones

Cityfreighter Inc. was incorporated in the State of Delaware in June 2018.

Since then, we have:

• Proven history of execution, proof of concept 2019, fully functional Beta version in 2021
• Substantial Market Size with exponential growth, $792B by 2028
• The market needs electrified Cab Chassis. Modular, customizable, designed for ease of manufacturing
• Reducing CAPEX and speeding up time-to-market by using existing and proven parts
• Addressing the largest key markets for urban-logistics, the US and Europe
• Building strong collaborations and alliances with global partners is one of our key strategies
• Setting up CDK-micro-assembly factories in global key markets

The Company is subject to risks and uncertainties common to early-stage companies. Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future.

Historical Results of Operations

• Revenues & Gross Margin. For the period ended December 31, 2023, the Company had revenues of $0 compared to the year ended December 31, 2022, when the Company had revenues of $0.
• Assets. As of December 31, 2023, the Company had total assets of $1,103,823, including $68,026 in cash. As of December 31, 2022, the Company had $1,051,034 in total assets, including $379 in cash.
• Net Loss. The Company has had net losses of $201,766 and net losses of $255,932 for the fiscal years ended December 31, 2023 and December 31, 2022, respectively.
• Liabilities. The Company's liabilities totaled $443,797 for the fiscal year ended December 31, 2023 and $464,723 for the fiscal year ended December 31, 2022.

Related Party Transaction

Refer to Question 26 of this Form C for disclosure of all related party transactions.

Liquidity & Capital Resources

To-date, the company has been financed with $175,019 in debt, $396,548 in equity, and $1,780,000 in SAFEs.

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 2 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 6 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Cityfreighter Inc. cash in hand is $10,248.18, as of April 2023. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $20,000/month, for an average burn rate of $20,000 per month. Our intent is to be profitable in 24 months.
Since the date of our financials, we have built our beta, entered into additional collaboration agreements with suppliers and contract manufacturers, and prepared the base for the next step, making the gamma vehicles. We also extended our business model to primarily provide electrified chassis for upfitters and special-purpose vehicle manufacturers. We estimate our spending to be around $3 million for the next 3-6 months
Generating revenues will not occur before Q3 2024. We estimate capital need of $25 million to reach that point. We are not currently profitable. We estimate needing around $25 million in capital to reach profitability 24 months from now.
We are currently in talks with VC's and other investors. A positive outcome on those talks might also have impact on how we are going to continue the Wefunder campaign. Our fixed costs are currently reduced so that we can cover our short-term burn but it might delay our progress. All projections in the above narrative are forward-looking and not guaranteed.