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United States securities and exchange commission logo
August 18, 2022
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re: CF Acquisition
Corp. VIII
Form Pre 14A
Filed August 12,
2022
File No. 001-40206
Dear Mr. Lutnick:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form Pre 14A
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent you from
completing an initial
business combination and require you to liquidate. Disclose the
consequences of
liquidation to investors, such as the losses of the investment opportunity
Howard Lutnick
CF Acquisition Corp. VIII
August 18, 2022
Page 2
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Stacie Gorman at 202-551-3585 or Pam Howell at
202-551-3357 with any
other questions.
Sincerely,
FirstName LastNameHoward Lutnick
Division of
Corporation Finance
Comapany NameCF Acquisition Corp. VIII
Office of Real Estate
& Construction
August 18, 2022 Page 2
cc: Joshua N. Englard, Esq.
FirstName LastName