UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

CF Acquisition Corp. VIII
(Name of Registrant as Specified in Its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

CF Acquisition Corp. VIII

To the Stockholders of CF Acquisition Corp. VIII:

You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders (“Stockholders”) of CF Acquisition Corp. VIII, which is referred to as “CF VIII,” on August 24, 2023, at 10:00 a.m., Eastern Time. The meeting will be held virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpviii/sm2023. At the Special Meeting, the stockholders of CF VIII will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)    to adopt and approve the Agreement and Plan of Merger, dated October 9, 2022 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Merger Agreement”), by and among CF VIII, Sierra Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of CF VIII (“Merger Sub”), BTC International Holdings, Inc., a Delaware corporation (“BTC International”), and XBP Europe, Inc., a Delaware corporation and direct wholly owned subsidiary of BTC International (“XBP Europe”), and to approve the transactions contemplated thereby (the merger of Merger Sub with and into XBP Europe, the “Merger”, and such transactions, collectively, the “Business Combination”);

(2)    to consider and vote upon a proposal to elect five (5) directors to serve on the board of directors of CF VIII following the consummation of the Business Combination, with the Class I directors serving until the next annual meeting of stockholders, the Class II directors serving until the second annual meeting of stockholders, and the Class III directors serving until the third annual meeting of stockholders, in each case following the consummation of the Business Combination and until their respective successors are duly elected and qualified;

(3)    to approve, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635, with respect to the issuance of up to a maximum of 23,748,940 shares of CF VIII Class A Common Stock pursuant to the Merger Agreement;

(4)    to approve separate proposals to amend and restate CF VIII’s current amended and restated certificate of incorporation (the “CF VIII Charter”), as will be amended pursuant to Proposal 5 below, to adopt certain material differences that will be in effect immediately following the consummation of the Merger;

(5)    to approve a proposal to modify Section 9.2 of the CF VIII Charter in the Current Charter in order to expand the methods that CF VIII may employ to not become subject to the “penny stock” rules of the SEC; and

(6)    to approve a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by CF VIII that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

The board of directors of CF VIII (the “CF VIII Board”) has fixed the close of business on July 31, 2023 as the record date for the Special Meeting (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement for a more complete statement of the Proposals to be considered at the Special Meeting.

CF VIII is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to public companies.

The CF VIII Board has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote “FOR” each of the Proposals presented to CF VIII Stockholders. When you consider the CF VIII Board’s recommendation of these proposals, you should keep in mind that the Sponsor and directors and officers of CF VIII have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of the Sponsor and CF VIII’s Officers and Directors in the Business Combination” in the accompanying proxy statement.

Pursuant to the CF VIII Charter, CF VIII public stockholders have redemption rights in connection with the Business Combination. CF VIII public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF VIII Class A Common Stock for cash. This means that public stockholders who hold shares of CF VIII Class A Common Stock on or before August 22, 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF VIII Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement or determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement is dated August 4, 2023 and is first being mailed to the stockholders of CF VIII on or about August 7, 2023.

CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF CF ACQUISITION CORP. VIII
TO BE HELD ON AUGUST 24, 2023

TO THE STOCKHOLDERS OF CF ACQUISITION CORP. VIII:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of stockholders (“Stockholders”) of CF Acquisition Corp. VIII, a Delaware corporation (“CF VIII,” and after consummation of the Business Combination (as defined below), the “Combined Entity”), will be held on August 24, 2023, at 10:00 a.m., Eastern Time, as a virtual meeting. The meeting will be held virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpviii/sm2023. At the Special Meeting, CF VIII Stockholders will be asked to consider and vote upon the following proposals:

(1)    The Business Combination Proposal — To approve and adopt the Agreement and Plan of Merger, dated October 9, 2022 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Merger Agreement”), by and among CF VIII, Sierra Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of CF VIII (“Merger Sub”), BTC International Holdings, Inc., a Delaware corporation (“BTC International”), and XBP Europe, Inc., a Delaware corporation and direct wholly owned subsidiary of BTC International (“XBP Europe”), and to approve the transactions contemplated thereby (the merger of Merger Sub with and into XBP Europe, the “Merger”, and such transactions, collectively, the “Business Combination”). We refer to this proposal as the “Business Combination Proposal.” Copies of the Merger Agreement and related agreements entered into in connection with the Merger Agreement are attached to this proxy statement as Annexes A, D, E and F.

(2)    The Director Election Proposal — To consider and vote upon a proposal to elect five (5) directors to serve on the board of directors of CF VIII following the consummation of the Business Combination, with the two (2) Class I directors serving until the next annual meeting of stockholders, the two (2) Class II directors serving until the second annual meeting of stockholders, and the one (1) Class III director serving until the third annual meeting of stockholders, in each case following the consummation of the Business Combination and until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

(3)    The Nasdaq Proposal — To approve a proposal, for purposes of complying with The Nasdaq Stock Market Listing Rule 5635 (the “Nasdaq Listing Rule”), with respect to the issuance of up to a maximum of 23,748,940 shares of Class A common stock, par value $0.0001 per share, of CF VIII (the “CF VIII Class A Common Stock” or, immediately following consummation of the Merger and upon effectiveness of the Combined Entity Charter, the “Common Stock”) pursuant to the Merger Agreement. We refer to this proposal as the “Nasdaq Proposal.”

(4)    The Closing Charter Amendment Proposals — To consider and vote upon separate proposals to approve the following material differences between the CF VIII Charter and the proposed amended and restated certificate of incorporation of the Combined Entity (the “Combined Entity Charter”) that will be in effect immediately following the consummation of the Merger, a copy of which is attached to this proxy statement as Annex B:

•        to change CF VIII’s name to “XBP Europe Holdings, Inc.”;

•        to eliminate the classes of CF VIII Common Stock;

•        to increase the authorized shares of CF VIII “blank check” preferred stock;

•        to eliminate certain restrictions on business combinations with affiliated parties; and

•        to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.

We refer to these proposals collectively as the “Closing Charter Amendment Proposals.”

(5)    The Pre-Closing Charter Amendment Proposal — To consider and vote upon a proposal to modify Section 9.2 of the CF VIII Charter in order to expand the methods that CF VIII may employ to not become subject to the “penny stock” rules of the SEC. We refer to this proposal as the “Pre-Closing Charter Amendment Proposal.”

(6)    The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by CF VIII that additional time is necessary or appropriate to complete the Business Combination or for any other reason. We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal, collectively, as the “Proposals.”

Only holders of record of CF VIII Common Stock at the close of business on July 31, 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. The Special Meeting will only be held virtually, conducted via live audio webcast. You will be able to attend the Special Meeting by visiting https://www.cstproxy.com/cfacquisitioncorpviii/sm2023. CF VIII recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts.

Pursuant to the CF VIII Charter, CF VIII is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of CF VIII Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest but less taxes payable) of the IPO. For illustrative purposes, based on funds in the Trust Account of approximately $15.47 million as of March 31, 2023, the estimated per share redemption price would have been approximately $10.77, subject to the right of CF VIII to withdraw interest to pay taxes and the additional contributions to be made to the Trust Account pursuant to the Third Extension Loan. CF VIII public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF VIII Class A Common Stock for cash. This means that public stockholders who hold shares of CF VIII Class A Common Stock on or before August 22, 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF VIII Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. Holders of our outstanding CF VIII Public Warrants and CF VIII Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding CF VIII Units must separate the underlying CF VIII Public Shares and CF VIII Public Warrants prior to exercising redemption rights with respect to the CF VIII Public Shares.

The Sponsor and CF VIII’s officers and directors have agreed to waive their redemption rights with respect to any shares of CF VIII Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

The CF VIII Board has already approved the Business Combination. The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of CF VIII Common Stock as of the Record Date. The approval of the Closing Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF VIII Common Stock as of the Record Date, voting together as a single class, the affirmative vote of a majority of the shares of CF VIII Class A Common Stock outstanding as of the Record Date, voting as a separate class, and the affirmative vote of a majority of the shares of CF VIII Class B Common Stock outstanding as of the Record Date, voting as a separate class. The approval of the Pre-Closing Charter Amendment Proposal requires the affirmative vote of 65% of the issued and outstanding shares of CF VIII Common Stock as of the Record Date. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF VIII Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposal and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of CF VIII Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. As of the date of this proxy statement, the Sponsor currently holds 82.2% of the issued and outstanding shares of CF VIII Common Stock and accordingly, the Sponsor will have the ability,

voting on its own, to approve each of the Proposals. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of CF VIII Common Stock held by it in favor of the Proposals, including the Business Combination Proposal, to be presented at the Special Meeting and as a result, no CF VIII Public Shares will need to be voted to approve any of the Proposals.

Upon consummation of the Business Combination, for purposes of Nasdaq, the Combined Entity will be a “controlled company.” Under the Nasdaq rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company. Upon completion of the Business Combination, Exela, through its ownership of BTC International, will own 69.2% of the Combined Entity (assuming no redemptions), 70.9% of the Combined Entity (assuming “50% redemptions”) or 72.5% of the Combined Entity (assuming “100% redemptions”), in each case assuming no exercise of Warrants and making the additional assumptions described in the section entitled “Questions and Answers About the Proposals — What equity stake will holders of CF VIII Public Shares, BTC International, the Sponsor and the independent directors hold in the Combined Entity upon completion of the Business Combination?”

As of March 31, 2023, there was approximately $15.47 million in the Trust Account. Each redemption of shares of CF VIII Class A Common Stock by CF VIII’s public stockholders will decrease the amount in the Trust Account.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, you may call Morrow Sodali LLC, CF VIII’s proxy solicitor, at (800) 662-5200 or (203) 658-9400 (banks and brokers) or email at CFFE.info@investor.morrowsodali.com.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

“2022 Financial Statements” means the audited consolidated balance sheets and consolidated statements of profit and loss, cash flows and stockholders’ equity, of the EMEA Companies as of and for the year ended December 31, 2022 that comply with the standards of the PCAOB.

“Adjournment Proposal” means the proposal to adjourn the Special Meeting to a later date or dates, if it is determined by CF VIII that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

“Ancillary Agreements” means, collectively, (i) the NDA, (ii) the Ultimate Parent Support Agreement, (iii) the Sponsor Support Agreement, (iv) the Lock-Up Agreement, (v) the Tax Sharing Agreement, (vi) the Services Agreement, (vii) the Registration Rights Agreement, (viii) the Forward Purchase Contract, (ix) the irrevocable written consent of BTC International as the sole stockholder of the XBP Europe, (x) the irrevocable written consent of CF VIII as the sole stockholder of Merger Sub, and (xi) the License Agreement.

“BTC International” means BTC International Holdings, Inc., a Delaware corporation.

“Business Combination” means the Merger and the transactions contemplated by the Merger Agreement, collectively.

“Business Combination Marketing Agreement” means the business combination marketing agreement, dated March 11, 2021, between CF VIII and CF&Co.

“Business Combination Proposal” means the proposal to approve and adopt the Merger Agreement, and to approve the Business Combination.

“Cantor” means Cantor Fitzgerald L.P., a Delaware limited partnership and an affiliate of the Sponsor, CF&Co. and, prior to the consummation of the Business Combination, CF VIII.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership.

“CFGM” means CF Group Management, Inc.

“CF VIII” means CF Acquisition Corp. VIII, a Delaware corporation.

“CF VIII Audit Committee” means the audit committee of the CF VIII Board.

“CF VIII Board” means the board of directors of CF VIII.

“CF VIII Bylaws” means the bylaws of CF VIII, as amended and/or restated from time to time.

“CF VIII Capital Stock” means, collectively, the CF VIII Common Stock and any preferred stock of CF VIII, par value $0.0001 per share.

“CF VIII Charter” means the Amended and Restated Certificate of Incorporation of CF VIII, dated March 11, 2021, as amended and/or restated from time to time.

“CF VIII Class A Common Stock” means Class A common stock of CF VIII, par value $0.0001 per share.

“CF VIII Class B Common Stock” means Class B common stock of CF VIII, par value $0.0001 per share.

“CF VIII Common Stock” means, collectively, the CF VIII Class A Common Stock and the CF VIII Class B Common Stock.

“CF VIII Governing Documents” means, collectively, the CF VIII Charter and CF VIII Bylaws.

“CF VIII Placement Shares” means the shares of CF VIII Class A Common Stock underlying the CF VIII Placement Units.

“CF VIII Placement Units” means the 540,000 CF VIII Units issued to the Sponsor in the CF VIII Private Placement.

“CF VIII Placement Warrants” means the 135,000 CF VIII Warrants underlying the CF VIII Placement Units.

“CF VIII Private Placement” means the private placement that closed concurrently with the closing of the IPO, on March 11, 2021, pursuant to which CF VIII issued and sold to the Sponsor 540,000 CF VIII Placement Units, at a purchase price of $10.00 per CF VIII Placement Unit, generating gross proceeds of $5.4 million.

“CF VIII Private Warrants” means the CF VIII Placement Warrants and the Warrants to be issued and sold pursuant to the Forward Purchase Contract.

“CF VIII Public Shares” means the shares of CF VIII Class A Common Stock sold as part of the CF VIII Units in the IPO.

“CF VIII Public Warrants” means the CF VIII Warrants sold as part of the CF VIII Units in the IPO.

“CF VIII Share Redemption” means the election of an eligible CF VIII Stockholder to redeem all or a portion of the shares of CF VIII Class A Common Stock held by such holder (as determined in accordance with the CF VIII governing documents).

“CF VIII Stockholders” means any holder of any shares of CF VIII Capital Stock.

“CF VIII Units” means units of CF VIII, each unit comprising one share of CF VIII Class A Common Stock and one-quarter of one CF VIII Warrant.

“CF VIII Warrants” or “Warrants” means warrants to purchase shares of CF VIII Class A Common Stock (prior to consummation of the Business Combination) or shares of Common Stock (following consummation of the Business Combination).

“Closing” means the closing of the Business Combination.

“Closing Charter Amendment Proposals” means collectively, the proposals to approve certain material differences between the CF VIII Charter (as will be amended pursuant to the Pre-Closing Charter Amendment Proposal), and the Combined Entity Charter that will be in effect immediately following the consummation of the Merger.

“Closing Date” means the date on which the Business Combination is consummated.

“Code” means the Internal Revenue Code of 1986, as amended.

“Code of Ethics” means the code of ethics adopted by CF VIII applicable to the directors, officers and employees of CF VIII.

“Combined Entity” means CF VIII after the consummation of the Business Combination.

“Combined Entity Board” means the board of directors of the Combined Entity.

“Combined Entity Bylaws” means the proposed bylaws of the Combined Entity, which are attached as Annex C to this proxy statement.

“Combined Entity Charter” means the proposed amended and restated certificate of incorporation of the Combined Entity, which is attached as Annex B to this proxy statement.

“Common Stock” means CF VIII Class A Common Stock immediately following consummation of the Merger and upon effectiveness of the Combined Entity Charter.

“Continental” means Continental Stock Transfer & Trust Company.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar applicable law promulgated by any governmental authority, including the Centers for Disease Control and Prevention, Health Canada and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act and Families First Act.

“Delayed Contribution” means the transfer by BTC International, prior to the Closing, of all outstanding capital stock, interests or other equity securities (including convertible securities) of the EMEA Companies to XBP Europe.

“DGCL” means the Delaware General Corporation Law.

“Director Election Proposal” means the proposal to elect five (5) directors to serve on the Combined Entity Board.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

“DTC” means the Depository Trust Company.

“Effective Time” means the time when the certificate of merger in respect of the Merger has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by Merger Sub and XBP Europe in writing and specified in the certificate of merger.

“EMEA Companies” means XBP Europe and its subsidiaries.

“Engagement Letter” means the engagement letter dated October 7, 2022 pursuant to which CF VIII engaged CF&Co. to act as its exclusive financial advisor for the Business Combination, in connection with which CF&Co. agreed to perform customary services for CF VIII in connection with the Business Combination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exela” means Exela Technologies, Inc., a Delaware corporation.

“Exela BPA” means Exela Technologies BPA, LLC, a Delaware limited liability company whose sole member is Exela.

“Exela Consolidated Group” means any consolidated, combined, or unitary group for U.S. federal (and applicable state and local) tax purposes that includes any of Exela and its affiliates (excluding XBP Europe and its subsidiaries) and any of the Combined Entity, XBP Europe and its subsidiaries.

“Existing Holders” means the holders of CF VIII Class A Common Stock who were party to the Registration Rights Agreement dated March 11, 2021 between CF VIII and such holders.

“Expiration Date” means the date of expiration of the time period for CF VIII to consummate a business combination pursuant to the CF VIII Charter, which, as of the date of this proxy statement, is September 16, 2023 (or such earlier date as determined by the CF VIII Board).

“Extension” means an extension of the Expiration Date.

“Extension Loans” means, collectively, the First Extension Loan, the Second Extension Loan and the Third Extension Loan.

“Families First Act” means the Families First Coronavirus Response Act.

“FATCA” means Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder.

“First Extension” means the first extension of the date by which CF VIII was required to complete its initial business combination, from March 16, 2022 to September 30, 2022.

“First Extension Loan” means the loan to CF VIII made by Sponsor in the amount of $4,424,015 in March 2022 in connection with the First Extension.

“First Working Capital Loan” means the Working Capital Loan with the Sponsor in the amount of up to $1,000,000, entered into on June 30, 2022.

“Forward Purchase Contract” means the Forward Purchase Contract, dated as of March 11, 2021, by and between Sponsor and CF VIII.

“Forward Purchase Investment” means the investment pursuant to the Forward Purchase Contract pursuant to which the Sponsor has agreed to purchase the Forward Purchase Securities for an aggregate purchase price of $10.0 million.

“Forward Purchase Securities” means (i) 1,250,000 shares of CF VIII Class A Common Stock (the “Forward Purchase Shares”), and (ii) 250,000 Warrants to purchase shares of CF VIII Class A Common Stock for $11.50 per share (the “Forward Purchase Warrants”) being purchased pursuant to the Forward Purchase Contract.

“Founder Shares” means the 6,250,000 shares of CF VIII Class B Common Stock initially purchased by the Sponsor and the shares of CF VIII Class A Common Stock issued upon the conversion of 5,000,000 of such shares of CF VIII Class B Common Stock in March 2023 and any shares of CF VIII Class A Common Stock and/or shares of Common Stock that will be issued upon the automatic conversion of such remaining shares at the time of consummation of the Business Combination, which shares are currently owned by the Sponsor and the two independent directors of CF VIII that own shares of CF VIII Class B Common Stock.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental authority, regulatory or administrative agency (including the SEC), governmental commission, department, board, bureau, agency, court, arbitral tribunal, securities exchange or similar body or instrumentality thereof.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Interim Period” means the period from the date of the Merger Agreement through the earlier of the Closing or the termination of the Merger Agreement.

“Holder” or “Holders” means the Existing Holders and the New Holders and any person or entity who becomes a party to the Registration Rights Agreement.

“Indebtedness” means with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (i) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (ii) the principal and interest components of capitalized lease obligations under GAAP, (iii) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (iv) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (v) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes” other than accounts payable arising in the Ordinary Course and (vii) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (i) through (vi), and (viii) all Indebtedness of another Person referred to in clauses (i) through (vii) above guaranteed directly or indirectly, jointly or severally.

“Insider Letter” means the letter agreement, dated as of March 11, 2021, entered into by and among CF VIII, Sponsor, and certain officers and directors of CF VIII.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means CF VIII’s initial public offering of CF VIII Units, which was consummated on March 11, 2021.

“JOBS Act” means Jumpstart Our Business Startups Act of 2012.

“Law” means any statute, law, directive, ordinance, rule, regulation or Governmental Order, in each case of any Governmental Authority, or any provisions or interpretations of the foregoing, including common law, civil law, civil codes and general principles of equity.

“License Agreement” means the Intercompany Confidentiality and Intellectual Property License Agreement entered into between XBP Europe and certain affiliates of the Ultimate Parent entered into concurrently with the execution of the Merger Agreement.

“Listing Event” means any of (i) CF VIII’s common stock is delisted from Nasdaq, (ii) CF VIII has received a notice from Nasdaq to the effect that CF VIII’s common stock no longer meets the Nasdaq listing requirements, without regard to any cure period that may be available under Nasdaq’s listing rules; or (iii) any event whereby

CF VIII no longer meets the requirements of Nasdaq Rule 5550 for continued listing on Nasdaq, provided, that with respect to subclauses (i), (i) and (iii), such events shall not be deemed Listing Events in the event CF VIII relists its common stock on the New York Stock Exchange or a successor that is a national securities exchange registered under Section 6 of the Exchange Act.

“Lock-Up Agreement” means the Lock-Up Agreement entered into on October 9, 2022, by and between XBP Europe, BTC International and CF VIII.

“Lock-Up Period” means the period commencing from the Closing and ending on the earlier of (i) the one (1) year anniversary of the date of the Closing and (ii) subsequent to the Closing, the date on which CF VIII consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of CF VIII’s stockholders having the right to exchange their CF VIII Common Stock for cash, securities or other property.

“Merger” means the merger of Merger Sub with and into XBP Europe.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of October 9, 2022, by and among CF VIII, Merger Sub, BTC International and XBP Europe (as the terms and conditions therein may be amended, modified or waived from time to time).

“Merger Consideration” means the number of shares of CF VIII Class A Common Stock being issued to BTC International pursuant to the Merger equal to (i) the quotient of (1) (A) the sum of $220,000,000 minus (B) the Company Closing Indebtedness (as defined in the Merger Agreement) divided by (2) $10.00 plus (ii) 1,330,650.

“Merger Sub” means Sierra Merger Sub Inc.

“Nasdaq Listing Rule” means the Nasdaq Stock Market Listing Rule 5635.

“Nasdaq Proposal” means the proposal, for purposes of complying with the Nasdaq Listing Rule, with respect to the issuance of up to a maximum of 23,748,940 shares of CF VIII Class A Common Stock or Common Stock.

“NDA” means the Confidentiality Agreement, dated as of August 11, 2022, between CF VIII and Exela.

“New Holders” means the parties listed under the New Holders on the signature page to the Registration Rights Agreement.

“Non-U.S. holder” means a beneficial owner of shares of CF VIII Class A Common Stock who, or that is, for U.S. federal income tax purposes: a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates; a foreign corporation; or an estate or trust that is not a U.S. holder.

“NSI Act” means the National Security and Investment Act 2021.

“Ordinary Course” means, with respect to an action taken by a Person, that (i) such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person, including any Permitted COVID-19 Measures implemented by such Person; and (ii) such action complies with, in all material respects, all applicable laws.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“PCAOB Financial Statements” means (i) the audited consolidated balance sheets and consolidated statements of profit and loss, cash flows and stockholders’ equity of the EMEA Companies as of and for the years ended December 31, 2019, December 31, 2020 and December 31, 2021, and (ii) the unaudited consolidated balance sheets and consolidated statements of profit and loss, cash flows and stockholders’ equity of the EMEA Companies as and for the nine-month period ended September 30, 2022 (subject to normal and recurring year-end adjustments and the absence of footnotes) that comply with the standards of the PCAOB.

“Permitted COVID-19 Measures” means any COVID-19 Measures (i) to the extent referring to actions prior to the date of the Merger Agreement, implemented by XBP Europe prior to the date of the Merger Agreement and disclosed to CF VIII prior to the date of the Merger Agreement, or (ii) reasonably implemented by a party to the Merger Agreement following the date of the Merger Agreement in good faith.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“Pre-Closing Charter Amendment Proposal” means the proposal to modify Section 9.2 of the CF VIII Charter in order to expand the methods that CF VIII may employ to not become subject to the “penny stock” rules of the SEC.

“Proposals” means the Adjournment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal, collectively.

“QAC 2” means Quinpario Acquisition Corp. 2.

“Record Date” means July 31, 2023.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among the Combined Entity, the Sponsor, the independent directors of CF VIII, and BTC International upon closing of the Business Combination.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the Securities and Exchange Commission.

“Second Extension” means the second extension of the date by which CF VIII was required to complete its initial business combination, from September 30, 2022 to March 16, 2023.

“Second Extension Loan” means the loan to CF VIII made by Sponsor in the amount of $976,832 made in September 2022 in connection with the Second Extension.

“Second Working Capital Loan” means a second Working Capital Loan with the Sponsor in the amount of up to $750,000 entered into on October 14, 2022.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Services Agreement” means the Services Agreement to be entered into upon the closing of the Business Combination between XBP Europe and Exela BPA.

“Special Meeting” means the Special Meeting of Stockholders of CF VIII to be held on August 24, 2023, at 10:00 a.m., Eastern Time.

“Sponsor” means CFAC Holdings VIII, LLC.

“Sponsor Loan” means the $1,750,000 loan commitment made by the Sponsor for working capital, which loan has been funded in full by the Sponsor.

“Sponsor Support Agreement” means the Sponsor Support Agreement entered into on October 9, 2022, by and among the Sponsor, CF VIII, BTC International and XBP Europe.

“Tax Sharing Agreement” means the Tax Sharing Agreement to be entered into upon the closing of the Business Combination between Exela, XBP Europe and the Combined Entity.

“Third Extension” means the third extension of the date by which CF VIII was required to complete its initial business combination, from March 16, 2023 to September 16, 2023 (or such earlier date as determined by the CF VIII Board).

“Third Extension Loan” means the loan to CF VIII made by Sponsor in the amount of up to $344,781 in March 2023 in connection with the Third Extension, which loan is to be funded in monthly amounts of $57,464 for each month of the Third Extension utilized by CF VIII.

“Third Working Capital Loan” means a third Working Capital Loan with the Sponsor in the amount of up to $500,000 entered into on March 31, 2023.

“Transactions” means, collectively, the transactions contemplated by the Merger Agreement or any of the Ancillary Agreements.

“Transfer Agent” means Continental, in its capacity as transfer agent for CF VIII.

“Trust Account” means the trust account of CF VIII for the benefit of CF VIII’s public stockholders.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of March 11, 2021, between CF VIII and Continental, as trustee.

“Ultimate Parent” means ETI-XCV Holdings, LLC, an indirect parent of BTC International and wholly owned subsidiary of Exela.

“Ultimate Parent Support Agreement” means the Ultimate Parent Support Agreement entered into on October 9, 2022, by and between CF VIII and Ultimate Parent.

“Working Capital Loans” means any loans that may be provided by the Sponsor to CF VIII for working capital of CF VIII other than proceeds from the Sponsor Loan, including the First Working Capital Loan, the Second Working Capital Loan and the Third Working Capital Loan.

“XBP Consolidated Group” means the consolidated group that consists of the Combined Entity and its subsidiaries.

“XBP Europe” means XBP Europe, Inc., a Delaware corporation and direct wholly owned subsidiary of BTC International.

“XBP Europe Board” means the board of directors of XBP Europe.

“XBP Europe Transaction Expenses” means any out-of-pocket fees and expenses payable by any of the EMEA Companies or their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and services providers, including intra alia in connection with preparing and filing the proxy statement and receiving stock exchange approval for listing the shares of CF VIII Class A Common Stock, (ii) one half of the applicable transfer taxes, (iii) one half of the filing fees payable to the Governmental Authorities in connection with the Transactions and (iv) any change in control bonus, transaction bonus, retention bonus or similar payment payable by any EMEA Company, in any case, to be made to any current or former employee, independent contractor, director or officer of any of the EMEA Companies at or after the Closing pursuant to any agreement to which any of the EMEA Companies is a party prior to the Closing which become payable (including if subject to continued employment) solely as a result of the extension of the Merger Agreement or the consummation of the Transactions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of CF VIII and XBP Europe. These statements are based on the beliefs and assumptions of the management of CF VIII and XBP Europe. Although CF VIII and XBP Europe believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither CF VIII nor XBP Europe can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement include, but are not limited to, statements about:

•        the benefits from the Business Combination;

•        CF VIII’s ability to consummate the Business Combination or, if CF VIII does not complete the Business Combination, any other initial business combination;

•        any satisfaction or waiver (if applicable) of the conditions to the Business Combination including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, the existence of no material adverse effect at CF VIII or XBP Europe;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability to maintain the listing of the CF VIII Class A Common Stock or the Common Stock on Nasdaq (or the NYSE) upon or following the Business Combination;

•        the Combined Entity’s future financial performance following the Business Combination, including any expansion plans and opportunities;

•        the Combined Entity’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination or any other initial business combination;

•        changes in the Combined Entity’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans;

•        the implementation, market acceptance and success of the Combined Entity’s business model;

•        the Combined Entity’s ability to scale in a cost-effective manner;

•        the Sponsor and CF VIII’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with CF VIII’s business or in approving the Business Combination;

•        CF VIII’s public securities’ potential liquidity and trading;

•        the ability of the Combined Entity to raise any necessary financing following consummation of the Business Combination; and

•        the use of proceeds not held in the Trust Account or available to CF VIII from interest income on the Trust Account balance.

These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that CF VIII or XBP Europe “believes,” and similar statements reflect only such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either CF VIII or XBP Europe has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause CF VIII’s or the Combined Entity’s actual results to differ include:

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

•        the outcome of any legal proceedings that may be instituted against CF VIII, XBP Europe, Exela, or others following announcement of the Business Combination and the transactions contemplated thereby;

•        the inability to complete the transactions contemplated by the Business Combination due to the failure to satisfy conditions to closing in the Merger Agreement;

•        the effect of the announcement or pendency of the transaction on XBP Europe’s business relationships, operating results, performance and business generally;

•        risks that the transactions disrupt current plans and operations of XBP Europe;

•        changes in the competitive industries and markets in which XBP Europe operates or plans to operate;

•        changes in laws and regulations affecting XBP Europe’s business;

•        the ability to implement business plans, forecasts, and other expectations after the completion of the transactions, and identify and realize additional opportunities;

•        risks related to XBP Europe’s potential inability to achieve or maintain profitability and generate cash;

•        current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic and potential energy shortages in Europe, and their impact on XBP Europe, its business and markets in which it operates;

•        the ability of XBP Europe to retain existing clients;

•        the potential inability of XBP Europe to manage growth effectively;

•        the ability to recruit, train and retain qualified personnel; and

•        other risks and uncertainties indicated in this proxy statement, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by CF VIII.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of CF VIII Stockholders. The following questions and answers do not include all the information that is important to CF VIII Stockholders. We urge all CF VIII Stockholders to carefully read this entire proxy statement, including the annexes and other documents referred to herein.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the CF VIII public stockholders and do not include any shares of Common Stock issuable upon the exercise of the Warrants.

Q:     Why am I receiving this proxy statement?

A:     CF VIII and XBP Europe have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement. The Merger Agreement provides that:

•        each share of capital stock of Merger Sub will be automatically converted into an equal number of shares of common stock of XBP Europe and XBP Europe will thus become a wholly owned subsidiary of CF VIII;

•        each share of stock of XBP Europe will be cancelled and exchanged for the right to receive a number of shares of CF VIII Class A Common Stock equal to (a) the quotient of (1) (A) the sum of $220,000,000 minus (B) the Company Closing Indebtedness (as defined in the Merger Agreement) divided by (2) $10.00 plus (b) 1,330,650; and

•        CF VIII will amend its charter to, among other matters, change its name to XBP Europe Holdings, Inc.

Upon effectiveness of the Merger, each share of CF VIII Class B Common Stock that is outstanding at such time will be automatically exchanged for shares of CF VIII Class A Common Stock on a one-to-one basis. Immediately thereafter, upon effectiveness of the Combined Entity Charter, each share of CF VIII Class A Common Stock that is outstanding at such time and not subject to redemption will be automatically converted into shares of Common Stock (of the Combined Entity), also on a one-to-one basis.

This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting, along with important information about CF VIII, XBP Europe, and the business of the Combined Entity and its subsidiaries following consummation of the Business Combination. You should read this proxy statement and its annexes carefully and in their entirety.

Q:     What proposals are CF VIII Stockholders being asked to vote upon?

A:     At the Special Meeting, CF VIII is asking holders of CF VIII Common Stock to consider and vote upon the following proposals:

•        The Business Combination Proposal — To approve and adopt the Merger Agreement, by and among CF VIII, Merger Sub, BTC International and XBP Europe, and to approve the transactions contemplated thereby. Copies of the Merger Agreement and related agreements entered into in connection with the Merger Agreement are attached to this proxy statement as Annexes A, D, E and F. For more, see the section entitled “The Business Combination Proposal.”

•        The Director Election Proposal — To consider and vote upon a proposal to elect five (5) directors to serve on the Combined Entity Board, with the two (2) Class I directors serving until the next annual meeting of stockholders, the two (2) Class II directors serving until the second annual meeting of stockholders, and the one (1) Class III director serving until the third annual meeting of stockholders, in each case following the Business Combination and until their respective successors are duly elected and qualified. See the section entitled the “Director Election Proposal.”

•        The Nasdaq Proposal — To approve a proposal, for purposes of complying with the Nasdaq Listing Rule, with respect to the issuance of up to a maximum of 23,748,940 shares of CF VIII Class A Common Stock pursuant to the Merger Agreement. See the section entitled “The Nasdaq Proposal.”

•        The Closing Charter Amendment Proposals — To consider and vote upon separate proposals to approve certain material differences between the CF VIII Charter (as will be amended pursuant to the Pre-Closing Charter Amendment Proposal) and the Combined Entity Charter that will be in effect immediately following the consummation of the Merger, a copy of which is attached to this proxy statement as Annex B. See the section entitled “The Closing Charter Amendment Proposals.”

•        The Pre-Closing Charter Amendment Proposal — To consider and vote upon a proposal modify Section 9.2 of the CF VIII Charter in order to expand the methods that CF VIII may employ to not become subject to the “penny stock” rules of the SEC. See the section entitled “The Pre-Closing Charter Amendment Proposal.”

•        The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if it is determined by CF VIII that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

CF VIII will hold the Special Meeting of CF VIII Stockholders to consider and vote upon these proposals. This proxy statement contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. CF VIII Stockholders should read it carefully.

The vote of CF VIII Stockholders is important. CF VIII Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement.

Q:     What will happen to CF VIII’s securities in connection with the Closing of the Business Combination?

A:     CF VIII Class A Common Stock, CF VIII Units, and CF VIII Warrants are currently listed on Nasdaq under the symbols “CFFE,” “CFFEU” and “CFFEW,” respectively. In connection with the Closing of the Business Combination, shares of CF VIII Class A Common Stock will be automatically converted (without any action needed to be taken on the part of the holders) into shares of Common Stock (of the Combined Entity), which will trade on Nasdaq under the symbol “XBP,” and the Warrants will trade on Nasdaq under the symbol “XBPEW.” The Combined Entity will not have any units traded on Nasdaq following the Closing of the Business Combination, and any CF VIII Units that were not previously separated into their component securities will be so separated upon Closing without any action needed to be taken on the part of the holders.

Q:     What equity stake will holders of CF VIII Public Shares, BTC International, the Sponsor and the independent directors hold in the Combined Entity upon completion of the Business Combination?

A:     The following table sets forth the anticipated ownership of the Combined Entity upon the Closing of the Business Combination, assuming no redemptions, “50% redemptions”, and “100% redemptions.” The ownership percentages reflected in the table are based upon the number of shares of CF VIII Common Stock issued and outstanding as of March 31, 2023, and assume that the only additional shares of CF VIII to be issued are in connection with the Business Combination.

For purposes of the table:

No Redemptions:    This scenario assumes that no CF VIII Stockholders exercise redemption rights in connection with the approval of the Business Combination with respect to their CF VIII Public Shares.

50% Redemptions:    This scenario assumes that CF VIII Stockholders exercise redemption rights with respect to approximately 718,295 CF VIII Public Shares (approximately 50% of the issued and outstanding CF VIII Public Shares) in connection with the approval of the Business Combination.

100% Redemptions:    This scenario assumes that CF VIII Stockholders exercise redemption rights with respect to all 1,436,589 CF VIII Public Shares in connection with the approval of the Business Combination.

The table also includes two scenarios, the first being where none of the Warrants are exercised (and accordingly, none of the shares of Common Stock underlying such Warrants are issued and outstanding), and the second being where all of the Warrants are exercised (and accordingly, all of the shares of Common Stock underlying such Warrants are issued and outstanding). The exercise price for each Warrant is $11.50 and accordingly, Warrants are not expected to be exercised unless the trading price of a share of Common Stock exceeds $11.50.

____________

(1)      Shares were calculated assuming Company Closing Indebtedness (as defined in, and calculated in accordance with the terms of, the Merger Agreement) of $20,368,167 representing the amount of such indebtedness as of March 31, 2023.

(2)      Includes 5,516,600 Founder Shares (after forfeiting 733,400 Founder Shares), 540,000 CF VIII Placement Shares, 1,250,000 Forward Purchase Shares and assumes 912,055 shares are issued to the Sponsor upon Closing as payment in full for outstanding Sponsor loans and out-of-pocket expenses incurred by the Sponsor on behalf of CF VIII (based on $9,120,545 owed by CF VIII to the Sponsor as of March 31, 2023, at an issuance price of $10.00 per share).

(3)      Assumes exercise of the 250,000 Forward Purchase Warrants and 135,000 CF VIII Placement Warrants, resulting in an additional issuance of 385,000 shares of Common Stock to the Sponsor.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Merger Agreement, including but not limited to:

•        the approval of the Transaction Proposals by the CF VIII Stockholders;

•        all specified notices, approvals or consents (including governmental and regulatory approvals) and all waiting or other periods having been made, obtained or having expired or been terminated, as applicable;

•        the definitive proxy statement having been filed and no proceedings having been initiated or threatened by the SEC with respect thereto;

•        the consummation of the Transactions not being prohibited by applicable law or order;

•        each of the Ancillary Agreements being in full force and effect;

•        the Delayed Contribution having occurred (which has already occurred as of the date hereof);

•        the representations and warranties of XBP Europe and CF VIII being true and correct, subject to the applicable materiality standards contained in the Merger Agreement;

•        material compliance by XBP Europe and CF VIII with the pre-closing covenants as set forth in the Merger Agreement;

•        no occurrence of a material adverse effect on XBP Europe or CF VIII;

•        XBP Europe and Exela, or its affiliate, entering into the Tax Sharing Agreement and Services Agreement; and

•        the shares of CF VIII Class A Common Stock to be issued under the Merger Agreement having been approved for listing, and no Listing Event being ongoing or occurring.

For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q:     Why is CF VIII providing its stockholders with the opportunity to vote on the Business Combination?

A:     Under the CF VIII Charter, holders of the CF VIII Public Shares must have the opportunity to have their CF VIII Public Shares redeemed upon the consummation of CF VIII’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, CF VIII has elected to provide its stockholders with the opportunity to have their CF VIII Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, CF VIII is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their CF VIII Public Shares in connection with the Closing.

Q:     Are there any arrangements to help ensure that the Combined Entity will have adequate funds available upon Closing of the Business Combination?

A:     Yes. Upon closing of the IPO, CF VIII and the Sponsor entered into the Forward Purchase Contract pursuant to which the Sponsor will invest $10.0 million for the Forward Purchase Securities, comprised of 1,250,000 shares of CF VIII Class A Common Stock and 250,000 Warrants to purchase shares of CF VIII Class A Common Stock for $11.50 per share. The closing of the Forward Purchase Investment is contingent upon, among other customary closing conditions, the substantially concurrent Closing.

The proceeds from the Trust Account (net of any amounts used to fund redemptions) and the Forward Purchase Investment will be used for certain transaction and administrative expenses of CF VIII and XBP Europe, and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. In addition, CF VIII and/or XBP Europe may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

Q:     How many votes do I have at the Special Meeting?

A:     CF VIII Stockholders are entitled to one vote at the Special Meeting for each share of CF VIII Common Stock held of record as of July 31, 2023, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were 8,226,589 shares of CF VIII Common Stock issued and outstanding.

Q:     What vote is required to approve the Proposals presented at the Special Meeting?

A:     The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of CF VIII Common Stock as of the Record Date, the approval of the Closing Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF VIII Common Stock as of the Record Date, voting together as a single class, the affirmative vote of

a majority of the shares of CF VIII Class A Common Stock outstanding as of the Record Date, voting as a separate class, and the affirmative vote of a majority of the shares of CF VIII Class B Common Stock outstanding as of the Record Date, voting as a separate class and the approval of the Pre-Closing Charter Amendment Proposal requires the affirmative vote of 65% of the issued and outstanding shares of CF VIII Common Stock as of the Record Date. Accordingly, a CF VIII Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal.

The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF VIII Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposal and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of CF VIII Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. A CF VIII Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting will have no effect on the outcome of the vote on the Director Election Proposal, the Nasdaq Proposal or the Adjournment Proposal.

The Sponsor currently holds 82.2% of the issued and outstanding shares of CF VIII Common Stock and accordingly, the Sponsor will have the ability, voting on its own, to approve each of the Proposals. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of CF VIII Common Stock held by it in favor of the Proposals, including the Business Combination Proposal, to be presented at the Special Meeting and as a result, no CF VIII Public Shares will need to be voted to approve any of the Proposals.

Q:     Are the Proposals conditioned on one another?

A:     The Director Election Proposal, the Nasdaq Proposal, the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal are subject to and conditioned on the approval of the Business Combination Proposal. Unless the Business Combination Proposal is approved, the Director Election Proposal, the Nasdaq Proposal, the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal will not be presented to the CF VIII Stockholders at the Special Meeting.

The Business Combination Proposal is subject to and conditioned on the approval of the Director Election Proposal, the Nasdaq Proposal, each of the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal.

The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement. It is important for you to note that in the event that the Business Combination Proposal or any of the other Proposals (except for the Adjournment Proposal) does not receive the requisite vote for approval, we will not consummate the Business Combination. If CF VIII does not consummate the Business Combination and fails to complete an initial business combination by September 16, 2023 (or such earlier date as determined by the CF VIII Board or a later date approved by CF VIII Stockholders pursuant to the CF VIII Charter), CF VIII will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account, including interest (net of taxes payable, less up to $100,000 of net interest to pay dissolution expenses) to its public stockholders in accordance with the CF VIII Charter.

The Sponsor currently holds 82.2% of the issued and outstanding shares of CF VIII Common Stock and accordingly, the Sponsor will have the ability, voting on its own, to approve each of the Proposals. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of CF VIII Common Stock held by it in favor of the Proposals, including the Business Combination Proposal, to be presented at the Special Meeting and as a result, no CF VIII Public Shares will need to be voted to approve any of the Proposals.

Q:     What constitutes a quorum at the Special Meeting?

A:     Holders of a majority in voting power of CF VIII Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the meeting chair has the power to adjourn the Special Meeting. As of the Record Date, 4,113,295 shares of CF VIII Common Stock would be required to achieve a quorum. The Sponsor currently holds 82.2% of the issued and outstanding shares of CF VIII Common Stock and accordingly, the Sponsor’s attendance at the Special Meeting (represented in

person or by proxy) would be sufficient to satisfy the quorum requirement. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of CF VIII Common Stock held by it in favor of the Proposals, including the Business Combination Proposal, to be presented at the Special Meeting and accordingly, no CF VIII Public Shares will be needed to for a quorum.

Q:     How will the Sponsor and CF VIII’s directors and officers vote?

A:     The Sponsor and CF VIII’s directors and officers will vote in favor of each of the Proposals. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of CF VIII Common Stock held by it in favor of the Proposals at the Special Meeting, including the Business Combination Proposal. Pursuant to the Insider Letter, the Sponsor and CF VIII’s directors and officers have agreed to vote any Founder Shares and CF VIII Placement Shares held by them and any CF VIII Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. The Sponsor currently holds 82.2% of the issued and outstanding shares of CF VIII Common Stock and accordingly, the Sponsor will have the ability, voting on its own, to approve each of the Proposals. Accordingly, no CF VIII Public Shares will need to be voted to approve any of the Proposals.

Q:     What interests do the Sponsor and CF VIII’s current officers and directors have in the Business Combination?

A:     The Sponsor and CF VIII’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

•        the Sponsor is the record holder of 537,500 CF VIII Placement Shares, 135,000 CF VIII Placement Warrants and 6,228,000 Founder Shares. Cantor is the sole member of the Sponsor. CFGM is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CF VIII and CFGM, and is the trustee of CFGM’s sole stockholder. As such, Mr. Lutnick may be deemed to have beneficial ownership of the securities held directly by the Sponsor. None of the other officers and directors of CF VIII has beneficial ownership of the securities held directly by the Sponsor;

•        the Sponsor is party to each of the Sponsor Support Agreement and the Forward Purchase Contract;

•        the CF VIII Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the CF VIII Charter. In the course of their other business activities, CF VIII’s officers and directors may have, or may become, aware of other investment and business opportunities which may be appropriate for presentation to CF VIII as well as the other entities with which they are affiliated. CF VIII’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any pre-existing fiduciary obligation will be presented the opportunity before CF VIII is presented with it. CF VIII does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        unless CF VIII consummates an initial business combination, the Sponsor (and CF VIII’s officers and directors) will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of CF VIII, to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (as of March 31, 2023, no such expenses had been incurred that had not been reimbursed);

•        the fact that the Sponsor has made outstanding loans to CF VIII in the aggregate amount of approximately $9,121,000 as of March 31, 2023. These loans will not be repaid to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed. The Sponsor has agreed that upon consummation of the Business Combination, all the amounts owed by CF VIII to it under such loans (except with respect to the advancement of certain third party expenses in connection with the Business Combination paid prior to the Closing) will be repaid in the form of newly issued shares of CF VIII Class A Common Stock, rather than in cash, at a value of $10.00 per share;

•        the 540,000 CF VIII Placement Units (comprised of 540,000 CF VIII Placement Shares (537,500 of which are currently held by the Sponsor and 2,500 of which are held by one of CF VIII’s independent directors) and 135,000 CF VIII Placement Warrants) purchased by the Sponsor for $5.4 million will be worthless if a business combination is not consummated;

•        the Sponsor agreed that the 537,500 CF VIII Placement Shares and 135,000 CF VIII Placement Warrants it holds will not be sold or transferred until 30 days after CF VIII has completed a business combination, and the Sponsor agreed that the 6,228,000 Founder Shares it holds (of which it will forfeit 733,400 upon consummation of the Business Combination) will not be sold or transferred until the earlier of the one year anniversary of CF VIII’s initial business combination and the date on which the Combined Entity completes certain material transactions that result in all of the Combined Entity’s stockholders having the right to exchange their shares of common stock for cash, securities or other property;

•        CF VIII’s independent director that owns CF VIII Placement Shares agreed that the 2,500 CF VIII Placement Shares he holds will not be sold or transferred until 30 days after CF VIII has completed a business combination, and CF VIII’s two independent directors that own Founder Shares agreed that the 22,000 Founder Shares they hold will not be sold or transferred until the earlier of the one year anniversary of CF VIII’s initial business combination and the date on which the Combined Entity completes certain material transactions that result in all of the Combined Entity’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (subject to early release if the closing price of a share of Common Stock exceeds $12.00 (as adjusted for stock splits, dividends, reorganizations and recapitalizations and the like) for any 20-trading days within any 30-trading day period);

•        the fact that the Sponsor paid $25,000, or approximately $0.004 per share, for the Founder Shares (of which it currently holds 6,228,000), which such Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $67.1 million, based on the closing price of CF VIII Class A Common Stock of $10.77 on June 26, 2023, and that such shares will be worthless if a business combination is not consummated and that the Sponsor and its affiliates can earn a positive rate of return on their investment even if CF VIII’s public stockholders experience a negative return following the consummation of the Business Combination;

•        the fact that the Sponsor and CF VIII’s officers and directors have agreed not to redeem any of the Founder Shares or CF VIII Placement Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that if CF VIII does not complete an initial business combination by September 16, 2023 (or an earlier date determined by the CF VIII Board or a later date approved by CF VIII Stockholders pursuant to the CF VIII Charter), the proceeds from the sale of the CF VIII Placement Units of $5.4 million, all of which were deposited into the Trust Account, will be included in the liquidating distribution to CF VIII’s public stockholders and the CF VIII Placement Warrants will expire worthless;

•        if the Trust Account is liquidated, including in the event CF VIII is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CF VIII to ensure that the proceeds in the Trust Account are not reduced below $10.00 per CF VIII Public Share by the claims of prospective target businesses or claims of any third-party for services rendered or products sold to CF VIII, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account (although there are no assurances that the Sponsor will have sufficient funds to satisfy its indemnity obligations);

•        the fact that in connection with the IPO, the Sponsor agreed, upon the closing of CF VIII’s initial business combination, to invest $10.0 million in exchange for the Forward Purchase Securities (comprised of 1,250,000 shares of CF VIII Class A Common Stock and 250,000 Warrants);

•        the fact that two of CF VIII’s independent directors own an aggregate of 22,000 Founder Shares and one of CF VIII’s independent directors owns 2,500 CF VIII Placement Shares, all of which were transferred by the Sponsor at no cost, which if unrestricted and freely tradeable would be valued at $263,865, based on the closing price of CF VIII Class A Common Stock of $10.77 on June 26, 2023, and that such shares will be worthless if a business combination is not consummated; and

•        the fact that CF VIII’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Merger Agreement.

CF&Co. previously served as underwriter for the initial public offering of QAC 2, which merged with Exela (which merger resulted in Exela becoming a public company), served as a capital markets advisor to QAC 2 in connection with its business combination with Exela and served as agent in connection with an Exela stock buyback program, and CF&Co. is currently engaged as a distribution agent for an “at-the-market” sales program for Exela common stock, for which it received or will receive customary compensation and pursuant to which it last sold shares in July 2022. The existence of the differing, additional and/or conflicting interests described above may have influenced the decision of CF VIII’s officers and directors to enter into the Merger Agreement and CF VIII’s directors in making their recommendation that you vote in favor of the approval of the Business Combination, and the Sponsor in agreeing to vote in favor of the Business Combination. In particular, the existence of the interests described above may incentivize CF VIII’s officers and directors to complete an initial business combination, even if on terms less favorable to CF VIII Stockholders compared to liquidating CF VIII, because, among other things, if CF VIII is liquidated without completing an initial business combination, the Sponsor’s Founder Shares and CF VIII Placement Shares and CF VIII Placement Warrants, and the CF VIII independent directors’ Founder Shares and CF VIII Placement Shares would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $73.2 million based on the closing price of CF VIII Class A Common Stock of $10.77 and CF VIII Warrants of $0.05 on June 26, 2023), and out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to CF VIII would not be repaid to the extent such amounts exceed cash held by CF VIII outside of the Trust Account (which such loans amounted to approximately $9,121,000 as of March 31, 2023). Upon completion of the Business Combination, it is not anticipated that any persons associated with CF VIII will be employed by the Combined Entity or serve on the Combined Entity Board, and there have been no conversations regarding either subject. As of the date of this proxy statement, there is no formal or informal agreement for CF&Co. to be retained by the Combined Entity after Closing.

In connection with the execution of the Merger Agreement, pursuant to a Waiver Agreement, dated October 9, 2022 (the “Waiver Agreement”), CF&Co. waived its right to the business combination marketing fee of $9,350,000 that was otherwise payable under the Business Combination Marketing Agreement upon the Closing (subject to, and conditioned upon, the closing of the Merger).

For more, see “Certain Relationships and Related Person Transactions.”

CF VIII’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its affiliates, the independent directors of CF VIII should separately review and consider the potential conflicts of interest with respect to the Sponsor and its affiliates arising out of the proposed business combination and the proposed terms in respect thereof. Accordingly, CF VIII’s independent directors on the CF VIII Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Merger Agreement and the transactions contemplated therein.

Q:     What is CF&Co.’s history with each of CF VIII and Exela?

A:     CF&Co.’s history with CF VIII can be summarized as follows:

•        CF&Co. served as underwriter for the IPO. Pursuant to an underwriting agreement, dated March 11, 2021, between CF VIII, on the one hand, and CF&Co. and Odeon Capital Group LLC (“Odeon”), on the other hand, CF VIII paid a total of $4,400,000 in underwriting discounts and commissions for CF&Co.’s services as the representative of the underwriters in the IPO and $100,000 to Odeon for serving as the qualified independent underwriter.

•        Pursuant to the Business Combination Marketing Agreement, CF VIII engaged CF&Co. as an advisor in connection with CF VIII’s initial business combination to assist CF VIII in arranging meetings with CF VIII Stockholders to discuss any potential initial business combination and the target business’ attributes, introducing CF VIII to potential investors that are interested in purchasing CF VIII’s securities, and assisting CF VIII with its press releases and public filings in connection with any initial business combination. Pursuant to the Business Combination Marketing Agreement, CF VIII agreed

to pay CF&Co. a cash fee for such services upon the consummation of its initial business combination in an amount equal to $9,350,000. However, in connection with the Merger, subject to and conditioned upon the closing of the Merger, CF&Co. agreed to waive such fee.

•        Pursuant to the Engagement Letter, CF VIII engaged CF&Co. to act as its exclusive financial advisor for the Business Combination, in connection with which CF&Co. agreed to perform customary services for CF VIII in connection with the Business Combination. CF&Co. will not receive any fees for its services under the Engagement Letter, although it is entitled to reimbursement for expenses incurred in connection with its services and indemnification by CF VIII (or, following the Closing of the Business Combination, the Combined Entity).

         CF&Co.’s history with Exela can be summarized as follows:

•        CF&Co. previously served as underwriter for the initial public offering in January 2015 of QAC 2, which merged with Exela (which merger resulted in Exela becoming a public company). Pursuant to an underwriting agreement, dated January 15, 2015, between QAC 2, on the one hand, and Deutsche Bank Securities Inc. and CF&Co., as representatives of the several underwriters, on the other hand, at closing of its initial public offering, QAC 2 paid CF&Co. a total of $3.25 million in underwriting discounts and commissions for CF&Co.’s services as a representative of the underwriters in QAC 2’s initial public offering, and upon consummation of QAC 2’s initial business combination with Exela, CF&Co. was entitled to be paid by QAC 2 an additional $6.125 million in deferring underwriting fees, a portion of which fees were paid in July 2017 pursuant to a combination of cash and shares of Exela. CF&Co. also acted as capital markets advisor in connection with QAC 2’s initial business combination with Exela.

•        CF&Co. acted as agent in connection with Exela’s share buyback program announced in November 2017 and which expired in November 2019, and pursuant to which Exela repurchased shares of common stock for an aggregate purchase price of approximately $10.8 million. In connection with its role as agent, CF&Co. was paid customary fees.

•        CF&Co. is currently acting as a distribution agent in an “at-the-market” offering (the “ATM Program”) announced by Exela in May 2022 pursuant to which it may offer and sell up to $250 million of newly issued shares of common stock. In connection with its role as a distribution agent, CF&Co. may be paid a commission of up to 5.0% of gross sales made by it as agent in the ATM Program. CF&Co. last made sales under the ATM Program in July 2022.

         In the ordinary course of business, CF&Co. and its affiliates may actively trade, and in the past have traded, the equity and debt securities and/or debt of CF VIII, Exela, XBP Europe and their respective affiliates for the account of CF&Co.’s customers (which may include stockholders of Exela and their affiliates) and may be, and may have been in the past, engaged to provide other investment banking services to affiliates of Exela and their stockholders. For more, see “Certain Relationships and Related Person Transactions.”

Q:     Did the CF VIII Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     No. The CF VIII Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CF VIII’s management, the members of the CF VIII Board and the other representatives of CF VIII have experience in evaluating the operating and financial merits of technology companies and reviewed certain financial information of XBP Europe and other relevant financial information selected based on the experience and the professional judgment of CF VIII’s management team. Accordingly, investors will be relying solely on the judgment of the CF VIII Board in valuing XBP Europe’s business and accordingly, investors assume the risk that the CF VIII Board may not have properly valued such business. For more, see the risk factor entitled “Neither the CF VIII Board nor any committee thereof obtained a fairness opinion from an independent financial advisor (or any similar report or appraisal) in determining whether or not to pursue the Business Combination, and the CF VIII Board may not have properly valued the XBP Europe business.”

Q:     What factors did the CF VIII Board consider in determining whether or not to proceed with the Business Combination?

A:     The CF VIII Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, (1) that XBP Europe had an existing pan-European business with over 2,000 clients, many of whom have been long term clients with long term relationships, (2) that XBP Europe has plans to increase its financial performance and cash flows, (3) that Exela agreed to continue to provide services to XBP Europe after Closing, and (4) that if XBP Europe executes its strategy, it might become a well received publicly traded company.

The CF VIII Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to: macroeconomic risks generally, competition in the business processing and automation industry, risks related to XBP Europe’s relationship with Exela, risks that XBP Europe’s business plan may not be achieved, and risks related to CF VIII’s valuation of XBP Europe’s business and in particular, the lack of a fairness opinion (and any similar report or appraisal). See the sections titled “The Business Combination Proposal — The CF VIII Board’s Reasons for the Approval of the Business Combination.”

Q:     Did XBP Europe meet the revenue and Adjusted EBITDA projections included in the Revised 2022 Estimates provided to the CF VIII Board?

A:     As disclosed elsewhere in this proxy statement, XBP Europe’s actual results for the year ended December 31, 2022 included revenue ($180.5 million) and Adjusted EBITDA ($14.5 million) that were less than those forecasted in the Revised 2022 Estimates (revenue of $183 — $190 million and Adjusted EBITDA of $17 — $21 million), which resulted from a combination of factors including, among others, lower than expected revenues, delayed revenues, higher than expected costs and change in foreign exchange rates. For more, see pages 199 and 129 of the “Management’s Discussion and Analysis Section of Financial Condition and Results of Operations of XBP Europe” and “Certain Forecasted Information of XBP Europe” below.

Q:     What happens if I sell my shares of CF VIII Class A Common Stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of CF VIII Class A Common Stock after the Record Date, but before the date of the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of CF VIII Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q:     What happens if CF VIII Stockholders vote against the Business Combination Proposal?

A:     Pursuant to the CF VIII Charter, if the Business Combination Proposal is not approved and CF VIII does not otherwise consummate an alternative business combination by September 16, 2023 (or such earlier date as determined by the CF VIII Board or a later date approved by CF VIII Stockholders pursuant to the CF VIII Charter), CF VIII will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account, including interest (net of taxes payable, less up to $100,000 of net interest to pay dissolution expenses) to its public stockholders in accordance with the CF VIII Charter. However, as noted above, the Sponsor currently holds 82.2% of the issued and outstanding shares of CF VIII Common Stock and accordingly, the Sponsor will have the ability, voting on its own, to approve each of the Proposals. In addition, as noted above, pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of CF VIII Common Stock held by it in favor of the Proposals, including the Business Combination Proposal, to be presented at the Special Meeting and as a result, no CF VIII Public Shares will need to be voted to approve any of the Proposals.

Q:     How do the CF VIII Public Warrants differ from the CF VIII Private Warrants and what are the related risks to any holders of CF VIII Public Warrants following the Business Combination?

A:     The economic terms of the CF VIII Private Warrants are identical to those of the CF VIII Public Warrants. However, unlike the CF VIII Public Warrants, the CF VIII Private Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will not be redeemable by the Combined Entity so long as they are held by the Sponsor or its permitted transferees (which are, generally, officers, directors, or affiliates of CF VIII or the Sponsor, or any of their family members, or certain other related persons). The Sponsor, or its permitted transferees, has the option to exercise the CF VIII Private Warrants on a cashless basis. If the CF VIII Private Warrants are held by holders other than the Sponsor or its permitted transferees, the CF VIII Private Warrants will be redeemable by the Combined Entity in all redemption scenarios and exercisable by the holders on the same basis as the CF VIII Public Warrants.

Following the Business Combination, the Combined Entity may redeem the Warrants (other than the CF VIII Private Warrants so long as they are held by the Sponsor or a permitted transferee) prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of the Warrants. The Combined Entity will have the ability to redeem outstanding Warrants (other than with respect to the CF VIII Private Warrants as described herein) at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period ending on the third trading day prior to the date on which a notice of redemption is sent to the holders of the Warrants. The Combined Entity may not redeem the Warrants as described above unless a registration statement under the Securities Act covering the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Combined Entity, if the Combined Entity has elected to require the exercise of Warrants on a cashless basis, the Combined Entity may not redeem the Warrants as described above if the issuance of Common Stock issuable upon exercise of the Warrants is not exempt from registration or qualification under applicable state securities laws or the Combined Entity is unable to effect such registration or qualification. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then current market price when you might otherwise wish to hold your Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. The closing price for the CF VIII Class A Common Stock as of June 26, 2023 was $10.77; to date, the CF VIII Class A Common Stock closing price has never exceeded the $18.00 threshold that, if exceeded for 20 trading days within any 30 trading-day period following the Closing, would trigger the right to redeem the Warrants.

The Combined Entity may only call the Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each registered holder pursuant to the terms of the CF VIII Warrant Agreement, provided that holders will be able to exercise their Warrants prior to the time of redemption and, at the election of the Combined Entity, any such exercise may be required to be on a cashless basis.

Q:     Do I have redemption rights?

A:     Pursuant to the CF VIII Charter, holders of CF VIII Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the CF VIII Charter. As of March 31, 2023, based on funds in the Trust Account of approximately $15.47 million, this would have amounted to approximately $10.77 per share, subject to the right of CF VIII to withdraw interest to pay taxes and the additional contributions to be made to the Trust Account pursuant to the Third Extension Loan. If a holder exercises its redemption rights, then such holder will be exchanging its shares of CF VIII Class A Common Stock for cash. Such a holder will be entitled to receive cash for its CF VIII Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent prior to the Special Meeting. See the section titled “Special Meeting of CF VIII Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. In connection with the IPO, the Sponsor and CF VIII’s officers and directors agreed to waive any redemption rights with respect

to any shares of CF VIII Common Stock held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CF VIII’s officers and directors did not receive separate consideration for the waiver.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST,” or abstain from voting on the Business Combination Proposal or any other Proposal described by this proxy statement. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the trading market.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on August 22, 2023 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your CF VIII Public Shares for cash to Continental, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CF VIII’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     CF VIII expects that a U.S. holder (as defined below in “United States Federal Income Tax Considerations of the Redemption”) that exercises its redemption rights to receive cash from the Trust Account in exchange for all of its CF VIII Public Shares will generally be treated as selling such shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of CF VIII Public Shares that a U.S. holder owns or is deemed to own (including through the ownership of CF VIII Public Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “United States Federal Income Tax Considerations of the Redemption.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     If I am a CF VIII Warrant holder, can I exercise redemption rights with respect to my CF VIII Warrants?

A:     No. The holders of CF VIII Warrants have no redemption rights with respect to CF VIII Warrants.

Q:     If I am a holder of CF VIII Units, can I exercise redemption rights with respect to my CF VIII Units?

A:     No. Holders of outstanding CF VIII Units must separate the underlying CF VIII Public Shares and CF VIII Public Warrants prior to exercising redemption rights with respect to the CF VIII Public Shares.

If you hold CF VIII Units registered in your own name, you must deliver the certificate for such CF VIII Units to Continental, the Transfer Agent, with written instructions to separate such CF VIII Units into CF VIII Public Shares and CF VIII Public Warrants. This must be completed far enough in advance to permit the mailing of the CF VIII Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the CF VIII Public Shares from the CF VIII Units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your CF VIII Units, you must instruct such nominee to separate your CF VIII Units. Your nominee must send written instructions by facsimile to Continental, the Transfer Agent. Such written instructions must include the number of CF VIII Units to be split and the nominee holding such CF VIII Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant CF VIII Units and a deposit of an equal number of CF VIII Public Shares and CF VIII Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the CF VIII Public Shares from the CF VIII Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your CF VIII Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of CF VIII Common Stock, CF VIII Units or CF VIII Warrants in connection with the Business Combination.

Q:     What happens to the funds deposited in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to:

•        pay CF VIII Stockholders who properly exercise their redemption rights;

•        pay certain fees, costs and expenses (including taxes, regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by CF VIII and XBP Europe in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement; and

•        provide for general corporate purposes of the Combined Entity, including, but not limited to, working capital for operations.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, CF VIII is unable to complete the Business Combination or another initial business combination transaction by September 16, 2023 (or such earlier date as determined by the CF VIII Board or a later date approved by CF VIII Stockholders pursuant to the CF VIII Charter), the CF VIII Charter provides that CF VIII will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the CF VIII Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 for dissolution expenses), by (B) the total number of then outstanding CF VIII Public Shares, which redemption will completely extinguish rights of the public

stockholders of CF VIII (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the CF VIII Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Delaware General Corporation Law (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

CF VIII expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to CF VIII’s obligations under the DGCL to provide for claims of creditors (including tax liabilities) and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding CF VIII Warrants. Accordingly, the CF VIII Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place on (a) the third business day following the satisfaction or waiver of the conditions described in the section titled “The Business Combination Proposal — Conditions to the Closing” (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by CF VIII and/or XBP Europe upon the occurrence of certain events. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held at 10:00 a.m., Eastern Time, on August 24, 2023, as a virtual meeting. The meeting will be held virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpviii/sm2023.

Q:     How can I attend the Special Meeting virtually?

A:     CF VIII is pleased to conduct the Special Meeting virtually via the Internet through a live webcast and online shareholder tools. CF VIII believes a virtual format facilitates stockholder attendance and participation by leveraging technology to allow CF VIII to communicate more effectively and efficiently with its stockholders. This format empowers CF VIII Stockholders around the world to participate at no cost. CF VIII will use the virtual format to enhance stockholder access and participation and protect stockholder rights.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of CF VIII. CF VIII Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares of CF VIII Common Stock through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a holder of record of CF VIII Common Stock on July 31, 2023, the Record Date, you may vote with respect to the Proposals at the Special Meeting via the virtual meeting platform, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the virtual meeting platform, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, CF VIII will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal, but will have no effect on the Director Election Proposal, the Nasdaq Proposal or the Adjournment Proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Closing Charter Amendment Proposals and the Pre-Closing Charter Amendment Proposal, but will have no effect on the Director Election Proposal, the Nasdaq Proposal or the Adjournment Proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by CF VIII without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Proposal presented to the stockholders at the Special Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to nondiscretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. CF VIII believes the Proposals presented to the stockholders will be considered nondiscretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with the directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Stockholders may send a later-dated, signed proxy card to the Transfer Agent at the address set forth below so that it is received by the Transfer Agent prior to the Special Meeting or attend the Special Meeting and vote via the virtual meeting platform. Stockholders also may revoke their proxy by sending a notice of revocation to the Transfer Agent, which must be received by the Transfer Agent prior to the Special Meeting (or otherwise change their vote electronically in accordance with the instructions to be set forth on the proxy card).

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     CF VIII will pay the cost of soliciting proxies for the Special Meeting. CF VIII has engaged Morrow Sodali LLC, which we refer to as “Morrow,” to assist in the solicitation of proxies for the Special Meeting. CF VIII has agreed to pay a fee of $15,000, plus disbursements. CF VIII will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. CF VIII will also reimburse banks, brokers and other custodians, nominees

RISK FACTORS

CF VIII Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement.

Unless otherwise indicated or the context otherwise requires, references to “we,” “us” or “our” refer to XBP Europe prior to the Closing of the Business Combination, and to the Combined Entity and its subsidiaries (including XBP Europe and its subsidiaries) following Closing of the Business Combination, and references to “XBP Europe” following Closing of the Business Combination include, to the extent relevant, the Combined Entity.

Risks Related to XBP Europe and the Business Combination

XBP Europe’s ability to achieve continued and sustained profitability is uncertain.

XBP Europe’s profitability depends on, among other things, its ability to generate revenue in excess of its expenses. However, XBP Europe has significant and continuing fixed costs and expenses, which it may not be able to reduce adequately to sustain such profitability if its revenue continues to decrease, or if revenue does not increase commensurately with an increase in costs. In addition, XBP Europe may encounter unforeseen expenses, difficulties, complications, delays and other unknown events that may cause its costs to exceed its expectations. In addition, XBP Europe will incur certain additional legal, accounting and other expenses that it would not occur as a wholly-owned subsidiary of Exela, as further described in the risk factor entitled “Following the consummation of the Business Combination, the Combined Entity will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations” below.

XBP Europe’s revenues have declined over the last few years due to, among other things, the COVID-19 pandemic, a loss of clients, the completion of certain one-off projects, currency fluctuation exposure, the transition of XBP Europe’s clients to lower revenue but higher margin systems and platforms, and changes of clients’ technology that has resulted in less transactions that fall under the contractual arrangements with XBP Europe. In addition, one of XBP Europe’s top 10 clients ended its contract with XBP Europe in April 2023, and another one of XBP Europe’s top 10 clients in 2022 was for a one-off project and will not generate revenue in 2023. Contracts with several other large clients are up for renewal. Although these contracts are expected to be renewed, there can be no assurances that they will be renewed on favorable terms or at all.

Further, XBP Europe’s revenues may be adversely affected by many factors, including but not limited to the COVID-19 pandemic; a potential recession in Europe; the inability to attract new clients to use its services; a failure by existing clients to renew their contracts or use additional services (or a decision by existing clients to cease or reduce using XBP Europe’s services); the lengthening of its sales cycles and implementation periods; changes in its client mix; failure of clients to pay invoices on a timely basis or at all; a failure in the performance of XBP Europe’s solutions or internal controls that adversely affects its reputation or results in loss of business; the loss of market share to existing or new competitors; the failure to enter or succeed in new markets; regional or global economic conditions or regulations affecting perceived need for or value of XBP Europe’s services; or XBP Europe’s inability to develop new offerings, expand its offerings or drive adoption of its new offerings on a timely basis and thus potentially not meeting evolving market needs.

XBP Europe’s future profitability also may be impacted by non-cash charges and potential impairment of goodwill, which will negatively affect its reported financial results. Even if it achieves profitability on an annual basis, XBP Europe may not be able to achieve profitability on a quarterly basis. XBP Europe may incur significant losses in the future for a number of reasons, including those described elsewhere herein. Any inability of XBP Europe to achieve continued and sustained profitability may adversely impact its financial position and may require XBP Europe to seek additional financing (which will be subject to the risks described in the risk factor below entitled “XBP Europe may need to raise debt or equity financing, which it may be unable to do on favorable terms or at all”).

XBP Europe may need to raise debt or equity financing, which it may be unable to do on favorable terms or at all. In addition, the Combined Entity must obtain the consent of the Sponsor and ETI-MNA LLC (an affiliate of BTC International) prior to any additional issuances of equity in excess of 10% of the total number of outstanding shares of Common Stock as of the Closing Date.

XBP Europe may be unable to generate continued and sustained profitability, or may incur significant losses in the future. In addition, a large number of redemptions by CF VIII public stockholders may result in the Combined Entity having limited available cash upon Closing. As a result, the Combined Entity may need to raise additional

capital through debt and/or equity financing at some point in the future. Any debt agreements the Combined Entity enters into at such time may include financial or operational covenants which may constrain its ability to operate its business, and any inability to satisfy covenants contained in any debt agreements may require prepayment and/or refinancing of such debt. The Combined Entity may also be unable to raise debt and/or equity financing at an attractive price or on attractive terms or at all.

Under the Approval Rights Agreements described under the heading “The Business Combination Proposal — Related Agreements — Approval Rights Agreements,” the Combined Entity will have restrictions on its ability to issue new equity following Closing without the consent of the Sponsor and ETI-MNA LLC (an affiliate of BTC International). Accordingly, the Combined Entity may be prohibited from raising any equity financing at a time when available cash may be limited due to, among other things, redemptions at Closing, which could impact the Combined Entity’s ability to carry out its business operations as currently anticipated and adversely affect its business and financial position and/or the price of its Common Stock. Assuming “no redemptions,” “50% redemptions,” and “100% redemptions,” under the Approval Rights Agreements, if the consent of the Sponsor and ETI-MNA LLC is required and not obtained, the maximum number of shares of Common Stock the Combined Entity may issue would be 3,136,736, 3,064,907 and 2,993,077, respectively, in each case excluding any exercise of Warrants and making the additional assumptions described in the section entitled “Questions and Answers About the Proposals — What equity stake will holders of CF VIII Public Shares, BTC International, the Sponsor and the independent directors hold in the Combined Entity upon completion of the Business Combination?” In addition, under an Approval Rights Agreement, the Combined Entity may be required to publicly disclose material non-public information previously shared with the party with approval rights under such agreement, which may hinder the Combined Entity’s ability to confidentially market certain offerings.

The limited public float of the Combined Entity following the Closing may also adversely affect its ability to raise debt and/or equity financing on attractive terms or at all. For more, see “Upon the Closing, the Combined Entity will have a limited public float, which adversely affects trading volume and liquidity, and may adversely affect the price of the Common Stock.”

XBP Europe relies on Exela, which is a highly leveraged public company and faces substantial doubt about its ability to continue as a going concern. An adverse event affecting Exela may affect the delivery and availability of the services XBP Europe relies on Exela to provide.

XBP Europe is wholly owned by Exela, and will continue to be majority owned by Exela immediately following the Business Combination. XBP Europe relies on the services that Exela has provided in the past and following the Business Combination, Exela has agreed to provide certain services and fulfill other obligations in the future as more fully described in “Certain Relationships and Related Person Transactions — XBP Europe,” pursuant to the Tax Sharing Agreement, the Services Agreement and the License Agreement. Exela is highly leveraged; as of March 31, 2023, Exela had a total of $1.1 billion in third-party debt and Exela’s total long-term indebtedness was approximately $942 million, and Exela’s financial statements in its Form 10-Q for the quarter ended March 31, 2023 described a substantial doubt about Exela’s ability to continue as a going concern under the standards of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements — Going Concern (along with actions Exela has taken to try to mitigate such doubt). As disclosed in Exela’s filings with the SEC, in April 2023, Exela’s auditor notified Exela that it would not stand for re-appointment and that its relationship with Exela would end upon completion of its review of Exela’s financial statements for the quarter ended March 31, 2023. As further disclosed in Exela’s filings with the SEC, in January 2023, a subsidiary of Exela initially did not make the semi-annual interest payments due under certain of its secured notes on time. The payment was subsequently made in February 2023 within a 30 day grace period permitted under such secured notes. To provide sufficient capital to make such payments, Exela arranged a financing and issued a substantial number of additional shares in the first quarter of 2023. As disclosed in Exela’s filings with the SEC, including filings made in July 2023, certain of Exela’s subsidiaries launched a tender offer on June 8, 2023. The exchange offer expired on July 12, 2023, by which point approximately $1,271 million aggregate principal amount, or approximately 98%, of the outstanding notes had been tendered for exchange. The new notes received in the exchange by holders of outstanding notes are guaranteed by, among others, XCV-EMEA, LLC, of which BTC International is a direct, wholly-owned subsidiary. However, neither BTC International nor any of its subsidiaries, including XBP Europe, are guarantors; and the guarantee by XCV-EMEA, LLC is unsecured, and expires in connection with certain sales transactions or by April 12, 2025. Concurrent with the settlement of the exchange offer, certain of Exela’s subsidiaries issued new notes to third parties in exchange for such subsidiaries’ term loans maturing in July 2023. As a result of the exchange offer, the total aggregate principal amount of outstanding notes is $1,082 million, which includes $314 million of notes held by Exela’s affiliates. Considering XBP Europe’s relationship with Exela, stockholders are encouraged to review Exela’s public filings relating to the foregoing matters and negotiations with its noteholders.

All of the nominees for service on the Company’s board, other than Mr. Jonovic, are currently directors of Exela. Thus, there will be no members of the Company’s board of directors who do not owe a separate fiduciary duty to Exela, except for Mr. Jonovic. Mr. Jonovic, who is the son-in-law of Mr. Chadha and an Executive Vice President of Exela, has an interest in Exela. In the event of a conflict of interest between the Company and Exela, there may be no member of the Board of Directors of the Company who would not have a conflicting fiduciary duty or other conflicting interest.

If Exela undergoes a reorganization or restructuring, undergoes a change in its capital structure, and/or undertakes a corporate transaction, including as a result of the events described above, the services that XBP Europe will rely on Exela to provide under the Services Agreement and/or the License Agreement and Exela’s ability and willingness to comply with its obligations under those agreements and under the Tax Sharing Agreement, could be adversely affected. Any such event would impact the ability of XBP Europe to carry out its business operations as currently anticipated, which could adversely affect its business and financial position and/or the price of its Common Stock.

If XBP Europe is unable to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner or there may be misstatements in its financial statements (which may include material misstatements), any of which may adversely affect investor confidence and materially and adversely affect business and operating results.

XBP Europe’s financial statements were prepared in reliance on information provided by, and personnel of, Exela. There can be no assurance that its internal controls were (or, following the Closing, will be), effective, which could adversely affect its ability to accurately report its financial statements in a timely manner or there may be misstatements in its financial statements (which may be material misstatements). The occurrence of any such events may adversely affect investor confidence and materially and adversely affect business and operating results.

As described in Exela’s audited financial statements for the years ended December 31, 2022 and December 31, 2021, Exela’s independent auditor and management concluded that Exela had material weaknesses in internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary to provide reliable financial reports and prevent fraud. Exela is continuing to implement a remediation plan to address such material weaknesses.

There can be no assurances that Exela will continue to control XBP Europe in the future. Any change in control of XBP Europe may impact its strategy or business, including in a manner adverse to XBP Europe’s stockholders.

For various strategic reasons, Exela may need to raise additional financing and may choose to engage in non-strategic divestitures and/or liquidations of assets including, potentially, dispositions of shares of Common Stock (subject to compliance with the lock-up further described in the section entitled “The Business Combination Proposal — Related Agreements — Lock-Up Agreement”). In the event Exela disposes of shares of Common Stock, such dispositions may cause the market value of the Common Stock to decline or could result in a change of control of XBP Europe. Any change in control of XBP Europe may result in a change in XBP Europe’s strategy or business, including in a manner adverse to XBP Europe’s stockholders.

Historical or new adverse issues associated with Exela or its management, such as litigation and missed projections, as well as issues associated with XBP Europe, such as missed projections, may adversely impact XBP Europe’s reputation, business and financial position and share price.

Significant negative news, adverse legal or regulatory findings, material litigation, reputational damage and other adverse developments associated with Exela and/or members of its management team, whether historical or in the future, may adversely impact XBP Europe’s reputation, business and financial position and share price.

In 2022, subsidiaries of Exela engaged in an internal stock purchase where XBP Europe was purchased from a group of highly-leveraged Exela subsidiaries. It is possible that the creditors of such subsidiaries could bring a claim against XBP Europe related to such transaction. In addition, Exela and its predecessor entities and management have been subject to a variety of claims (including expected members of the Combined Entity’s management and may in the future be subject to claims), including claims that resulted in certain adverse settlements and judgments against Exela.

Missed projections by XBP Europe (or, potentially, by Exela, which will continue to control XBP Europe and has missed certain of its projections in the past), may have a negative impact on XBP Europe or the perception of XBP Europe and its management in the capital markets. As disclosed elsewhere in this proxy statement, XBP Europe’s actual results for the year ended December 31, 2022 included revenue ($180.5 million)

and Adjusted EBITDA ($14.5 million) that were less than those forecasted in the Revised 2022 Estimates (revenue of $183 – $190 million and Adjust EBITDA of $17 – $21 million), which resulted from a combination of factors including, among others, lower than expected revenues, delayed revenues, higher than expected costs and change in foreign exchange rates. For more, see page 199 of the “Management’s Discussion and Analysis Section of Financial Condition and Results of Operations of XBP Europe” below.

Such historical claims, settlements or judgments, or any new claims, whether or not successful, as well as missed projections by Exela or XBP Europe, may adversely affect the reputation or perception of XBP Europe and its management team, and ultimately, XBP Europe’s business, financial position, and share price.

Certain of XBP Europe’s contracts are subject to rights of termination, audit and/or investigation, which, if exercised, could negatively impact XBP Europe’s reputation and reduce XBP Europe’s ability to compete for new contracts and have an adverse effect on its business, results of operation and financial condition.

Many of XBP Europe’s client contracts may be terminated by its clients without cause and without any fee or penalty, with only limited notice. Any failure to meet a client’s expectations, as well as factors beyond XBP Europe’s control, including a client’s financial condition, strategic priorities, or mergers and acquisitions, could result in a cancellation or non-renewal of such a contract or a decrease in business provided to XBP Europe and cause its actual results to differ from its forecasts. XBP Europe may not be able to replace a client that elects to terminate or not renew its contract with it, which would reduce its revenues. As described in the risk factor entitled “XBP Europe’s ability to achieve continued and sustained profitability is uncertain” above, one of XBP Europe’s top 10 clients ended its contract with XBP Europe in April 2023, and another one of XBP Europe’s top 10 clients in 2022 was for a one-off project and will not generate revenue in 2023.

In addition, a portion of XBP Europe’s revenues is derived from contracts with foreign governments and their agencies. Government entities typically finance projects through appropriated funds. While these projects are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of, or terminate, these projects for lack of approved funding and/or at their convenience. Changes in government or political developments, including budget deficits, shortfalls or uncertainties, government spending reductions (e.g., during a government transition or other debt or funding constraints could result in lower governmental sales and in XBP Europe’s projects being reduced in price or scope or terminated altogether, which also could limit its recovery of incurred costs, reimbursable expenses and profits on work completed prior to the termination. The public procurement environment is unpredictable and this could adversely affect XBP Europe’s ability to perform work under new and existing contracts. These risks can potentially have an adverse effect on XBP Europe’s revenue growth and profit margins.

Moreover, government contracts are generally subject to a right to conduct audits and investigations by government agencies. Additionally, if the government discovers improper or illegal activities or contractual non-compliance (including improper billing), XBP Europe may be subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government. Any resulting penalties or sanctions could be substantial. Further, the negative publicity that could arise from any such penalties, sanctions or findings in such audits or investigations could have an adverse effect on XBP Europe’s reputation in the industry and reduce its ability to compete for new contracts and could materially adversely affect XBP Europe’s results of operations and financial condition.

XBP Europe may not be able to offset increased costs with increased fees under its contracts.

The pricing and other terms of XBP Europe’s client contracts are based on estimates and assumptions XBP Europe makes at the time it enters into these contracts. These estimates reflect XBP Europe’s best judgments regarding the nature of the engagement and XBP Europe’s expected costs to provide the contracted services and could differ from actual results. Not all of XBP Europe’s larger long-term contracts allow for escalation of fees as XBP Europe’s costs of operations increase and those that allow for such escalations do not always allow increases at rates comparable to increases that XBP Europe experiences. In circumstances where XBP Europe cannot negotiate long-term contract terms that provide for fee adjustments to reflect increases in XBP Europe’s cost of service delivery, XBP Europe’s business, financial conditions, and results of operation could be materially impacted. Any such increase in costs may require XBP Europe to seek additional financing (which will be subject to the risks described in the risk factor above entitled “XBP Europe may need to raise debt or equity financing, which it may be unable to do on favorable terms or at all”).

XBP Europe’s business process automation solutions often require long selling cycles and long implementation periods that may result in significant upfront expenses that may not be recovered.

XBP Europe often faces long selling cycles to secure new contracts for its business process automation solutions. If XBP Europe is successful in obtaining an engagement, the selling cycle may be followed by a long implementation period during which it plans its services in detail and demonstrates to the client its ability to successfully integrate its solutions with the client’s internal operations. XBP Europe’s clients may experience delays in obtaining internal approvals or delays associated with technology or system implementations which can further lengthen the selling cycle or implementation period, and certain engagements may also require a ramping up period after implementation before XBP Europe can commence providing its services. Even if XBP Europe succeeds in developing a relationship with a potential client and begin to discuss the services in detail, the potential client may choose a competitor or decide to retain the work in-house prior to the time a contract is signed. In addition, once a contract is signed, XBP Europe sometimes does not begin to receive revenue until completion of the implementation period and its solution is fully operational. The extended lengths of XBP Europe’s selling cycles and implementation periods can result in the incurrence of significant upfront expenses that may never result in profits or may result in profits only after a significant period of time has elapsed, which may negatively impact its financial performance. For example, XBP Europe generally hires new employees to provide services in connection with certain large engagements once a new contract is signed. Accordingly, XBP Europe may incur significant costs associated with these hires before it collects corresponding revenues. XBP Europe’s inability to obtain contractual commitments after a selling cycle, maintain contractual commitments after the implementation period or limit expenses prior to the receipt of corresponding revenue may have a material adverse effect on its business, results of operations and financial condition.

Further, under the United Kingdom’s Transfer of Undertakings (Protection of Employees) Regulations, 2006, as well as similar regulations in European Union member countries, employees who are dismissed by an incumbent outsourced services supplier that is being replaced could seek compensation from their current or new employer. This could adversely impact XBP Europe’s clients’ ability to outsource and result in additional costs due to redundancy payment liabilities. Such events could have an adverse impact on XBP Europe’s results of operations and its financial position and require XBP Europe to seek additional financing (which will be subject to the risks described in the risk factor above entitled “XBP Europe may need to raise debt or equity financing, which it may be unable to do on favorable terms or at all”).

XBP Europe faces significant competition, including from clients who may elect to perform their business processes in-house or invest in their own technologies in-house.

XBP Europe’s industry is highly competitive, fragmented and subject to rapid change. XBP Europe competes primarily against local, national, regional and large multi-national information and payment technology companies, including focused business process outsourcing (“BPO”) companies based in offshore locations, as well as other BPO and business process automation, consulting services and digital transformation solution providers that focus on the in-house capabilities of XBP Europe’s clients and potential clients. These competitors may include entrants from adjacent industries or entrants in geographic locations with lower costs than those in which XBP Europe operates.

Some of XBP Europe’s competitors have greater financial, marketing, technological or other resources, larger client bases and more established reputations or brand awareness than it does. In addition, some of XBP Europe’s competitors who do not have, or have limited, global delivery capabilities may expand their delivery centers to the countries in which it operates or increase their capacity in lower cost geographies, which could result in increased competition. Some of XBP Europe’s competitors may also enter into strategic or commercial relationships among themselves or with larger, more established companies in order to benefit from increased scale and enhanced scope capabilities or enter into similar arrangements with potential clients. Further, XBP Europe expects competition to intensify in the future as more companies enter its markets and clients consolidate the services they require among fewer vendors. Increased competition, XBP Europe’s inability to compete successfully against competitors, pricing pressures or loss of market share could result in reduced operating margins, which could adversely affect its business, results of operations and financial condition.

XBP Europe’s industry is characterized by rapid technological change and failure to compete successfully within the industry and address such changes could adversely affect its results of operations and financial condition.

The process of developing new services and solutions is inherently complex and uncertain. It requires accurate anticipation of clients’ changing needs and emerging technological trends. XBP Europe must make long-term investments and commit significant resources before knowing whether these investments will eventually result in

services that achieve client acceptance and generate the revenues required to provide desired returns. If XBP Europe fails to accurately anticipate and meet its clients’ needs through the development of new technologies and service offerings or if its new services are not widely accepted, it could lose market share and clients to its competitors and that could materially adversely affect its results of operations and financial condition.

More specifically, the business process automation industry in which part of XBP Europe’s business operates is characterized by rapid technological change, evolving industry standards and changing client preferences. The success of XBP Europe’s business depends, in part, upon its ability to develop technology and solutions that keep pace with changes in its industry and the industries of its clients. Although XBP Europe has made, and will continue to make, significant investments in the research, design and development of new technology and platforms-driven solutions, it may not be successful in addressing these changes on a timely basis or in marketing the changes it implements. In addition, products or technologies developed by others may render XBP Europe’s services uncompetitive or obsolete. Failure to address these developments could have a material adverse effect on XBP Europe’s business, results of operations and financial condition.

In addition, existing and potential clients are actively shifting their businesses away from paper-based environments to electronic environments with reduced needs for physical document management and processing. This shift may result in decreased demand for the physical document management services XBP Europe provides. Though XBP Europe has solutions for clients seeking to make these types of transitions, a significant shift by its clients away from physical documents to non-paper based technologies, whether now existing or developed in the future, could adversely affect its business, results of operation and financial condition.

Also, some of the large international companies in the industry have significant financial resources and compete with us to provide document processing services and/or business process services. XBP Europe competes primarily on the basis of technology, performance, price, quality, reliability, brand, distribution and client service and support. XBP Europe’s success in future performance is largely dependent upon its ability to compete successfully, to promptly and effectively react to changing technologies and client expectations and to expand into additional market segments. To remain competitive, XBP Europe must develop services and applications; periodically enhance its existing offerings; remain cost efficient; and attract and retain key personnel and management. If XBP Europe is unable to compete successfully, XBP Europe could lose market share and important clients to its competitors and that could materially adversely affect its results of operations and financial condition.

XBP Europe’s business could be materially and adversely affected if it does not protect its intellectual property or if its services are found to infringe on the intellectual property of others, or if the intellectual property Exela or its subsidiaries provides under the License Agreement is not protected or is found to infringe on the intellectual property of others.

XBP Europe’s success depends in part on certain methodologies and practices it utilizes in developing and implementing applications and other proprietary intellectual property rights. In order to protect such rights, XBP Europe relies upon a combination of nondisclosure, license and other contractual arrangements, as well as trade secret, copyright, trademark and patent laws but XBP Europe has limited registered intellectual property and, as a result, could in the future be subject to infringement claims which could lead to substantial additional costs. After the Closing, XBP Europe’s operations will depend on its ability to independently manage its intellectual property portfolio (which it has not had to do in the past). XBP Europe also generally enters into confidentiality agreements with its employees, clients and potential clients, and limits access to and distribution of its proprietary information. There can be no assurance that the laws, rules, regulations and treaties in effect in the jurisdictions in which XBP Europe operates and the contractual and other protective measures it takes are or will be adequate to protect it from misappropriation or unauthorized use of its intellectual property, or that such laws will not change. There can be no assurance that the resources invested by XBP Europe to protect its intellectual property will be sufficient or that its intellectual property portfolio will adequately deter misappropriation or improper use of its technology, and its intellectual property rights may not prevent competitors from independently developing or selling products and services similar to or duplicative of XBP Europe’s. XBP Europe may not be able to detect unauthorized use and take appropriate steps to enforce its rights, and any such steps may be costly and unsuccessful. Infringement by others of XBP Europe’s intellectual property, and the costs to XBP Europe of enforcing its intellectual property rights, may have a material adverse effect on its business, results of operations and financial condition. XBP Europe could also face competition in some countries where it has not invested in an intellectual property portfolio. If XBP Europe is not able to protect its intellectual property, the value of its brand and other intangible assets may be diminished, and its business may be adversely affected. Further, although XBP Europe believes that it is not infringing on the intellectual property rights of others, claims may nonetheless be successfully

asserted against it in the future, and XBP Europe may be the target of enforcement of patents or other intellectual property by third parties, including aggressive and opportunistic enforcement claims by non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. If XBP Europe is found to infringe any third-party rights, XBP Europe could be required to pay substantial damages or it could be enjoined from offering some of its products and services. The costs of defending any such claims could be significant, and any successful claim may require XBP Europe to modify its services. The value of, or XBP Europe’s ability to use, its intellectual property may also be negatively impacted by dependencies on third parties, such as its ability to obtain or renew on reasonable terms licenses that XBP Europe needs in the future, or its ability to secure or retain ownership or rights to use data in certain software analytics or services offerings. Any such circumstances may have a material adverse effect on XBP Europe’s business, results of operations and financial condition.

In addition, as described above, XBP Europe will rely on Exela for certain services following the Closing, including intellectual property of Exela and its subsidiaries, which will be provided pursuant to the License Agreement. Such intellectual property to be provided will be subject to many of the same risks described above. In particular, XBP Europe will rely on Exela and its subsidiaries to protect such intellectual property, and its business operations may be materially impacted if such intellectual property is determined to have infringed on the intellectual property rights of others. In addition, if Exela or its subsidiaries is or are unwilling or unable to provide such intellectual property in accordance with the terms of the License Agreement, XBP Europe’s business could be adversely affected. For more, see “XBP Europe relies on Exela, which is highly leveraged public company and faces substantial doubt about its ability to continue as a going concern. An adverse event affecting Exela may impact the delivery and availability of the services XBP Europe relies on Exela to provide” above.

XBP Europe’s revenues are highly dependent on the banking and finance industries, and any decrease in demand for business process solutions in these industries could reduce its revenues and adversely affect the results of operations.

A substantial portion of XBP Europe’s revenues are derived from the banking and finance industries. Clients in banking and financial services accounted for 53% and 46% of XBP Europe’s revenues in 2022 and 2021, respectively. Clients who provide commercial services accounted for 6% and 9% of XBP Europe’s revenues in 2022 and 2021, respectively. Clients in the services, technology, and manufacturing industries accounted for 22% and 25% of XBP Europe’s revenues in 2022 and 2021, respectively. XBP Europe’s success largely depends on continued demand for its services from clients in these segments, and a downturn or reversal of the demand for business process solutions in any of these segments, or the introduction of regulations that restrict or discourage companies from engaging its services, could materially adversely affect XBP Europe’s business, financial condition and results of operations. For example, consolidation in any of these industries or combinations or mergers, particularly involving XBP Europe’s clients, may decrease the potential number of clients for its services. XBP Europe has been affected by the worsening of economic conditions and significant consolidation in the financial services industry and the continuation of this trend may negatively affect its revenues and profitability. Europe’s persistently high inflation, caused in part by increasing energy prices, as a result of the conflict in the Ukraine, may not ease despite measures aimed at reducing inflation. This may ultimately result in a recession. A recession in Europe (including the EU and/or the UK) may lead to further consolidation in the financial services industry, a reduction in demand for XBP Europe’s services or otherwise adversely affect XBP Europe’s operations or financial performance.

XBP Europe derives significant revenue and profit from contracts awarded through competitive bidding processes, including renewals, which can impose substantial costs on XBP Europe, and XBP Europe will not achieve revenue and profit objectives if it fails to accurately and effectively bid on (and win or renew) such projects. In addition, even if bids are won and a contract is awarded to XBP Europe, revenue and profit objectives may not be achieved due to a number of factors outside its control, including cases where an applicable contract or framework arrangement does not guarantee transaction volume.

Many of the contracts awarded to XBP Europe through competitive bidding procedures are extremely complex and require the investment of significant resources in order to prepare accurate bids and proposals. Competitive bidding imposes substantial costs and presents a number of risks, including: (i) the substantial cost and managerial time and effort that XBP Europe spends to prepare bids and proposals for contracts that may or may not be awarded to it; (ii) the need to estimate accurately the resources and costs that will be required to implement and service any contracts XBP Europe is awarded, sometimes in advance of the final determination of their full scope and design; (iii) the expense and delay that may arise if XBP Europe’s competitors protest or challenge awards made to it pursuant to competitive bidding and the risk that such protests or challenges could result in the requirement to resubmit bids and

in the termination, reduction or modification of the awarded contracts; and (iv) the opportunity cost of not bidding on and winning other contracts XBP Europe might otherwise pursue. If XBP Europe’s competitors protest or challenge an award made to it on a government contract, it could involve litigation that could take years to resolve.

XBP Europe’s profitability is dependent upon its ability to obtain adequate pricing for its services and to improve its cost structure.

XBP Europe’s success depends on its ability to obtain adequate pricing for its services. Depending on competitive market factors, future prices XBP Europe obtains for its services may decline from previous levels. If XBP Europe is unable to obtain adequate pricing for its services, that could materially adversely affect XBP Europe’s results of operations and financial condition.

XBP Europe regularly reviews its operations with a view towards reducing its cost structure, including, without limitation, reducing its employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. XBP Europe, from time to time, engages in operational restructuring to reduce costs. If XBP Europe is unable to continue to maintain its cost base at or below the current level and maintain process and systems changes resulting from prior restructuring actions or to realize the expected cost reductions in the ongoing strategic transformation program, it could materially adversely affect XBP Europe’s results of operations and financial condition. In addition, in order to meet the service requirements of XBP Europe’s clients, which often includes 24/7 service, and to optimize its employee cost base, including its back-office support, XBP Europe often relies on delivery service and back-office support centers in lower-cost locations, including several developing countries. Relying on centers in these locations presents a number of operational risks, many of which are beyond its control, including the risks of political instability, natural disasters, safety and security risks, labor disruptions, excessive employee turnover and rising labor rates. Additionally, a change in the political environment in Europe or the adoption and enforcement of legislation and regulations curbing the use of such centers outside of Europe could materially adversely affect its results of operations and financial condition. These risks could impair XBP Europe’s ability to effectively provide services to its clients and keep its costs aligned to its associated revenues and market requirements.

XBP Europe’s ability to sustain and improve profit margins is dependent on a number of factors, including its ability to continue to improve the cost efficiency of its operations through such programs as robotic process automation, to absorb the level of pricing pressures on its services through cost improvements and to successfully complete information technology initiatives. If any of these factors adversely materialize or if XBP Europe is unable to achieve and maintain productivity improvements through restructuring actions or information technology initiatives, its ability to offset labor cost inflation and competitive price pressures would be impaired, each of which could materially adversely affect its results of operations and financial condition and could require XBP Europe to seek additional financing (which will be subject to the risks described in the risk factor above entitled “XBP Europe may need to raise debt or equity financing, which it may be unable to do on favorable terms or at all”). Furthermore, these restructurings may lead to negative implications or disruptions to client experience and therefore XBP Europe could face unexpected consequences.

Fluctuations in the costs of labor, paper, ink, energy, by-products and other materials and resources may adversely impact the results of XBP Europe’s operations.

Purchases of paper, ink, energy and other raw materials represent a material portion of XBP Europe’s costs. Increases in the costs of these inputs, especially as a result of the current high-inflationary environment in the countries in which XBP Europe operates, may not be able to be passed on to XBP Europe’s clients through higher prices. XBP Europe further expects that inflation may continue to increase or remain higher than in the recent past, resulting in growing costs. In addition, XBP Europe may not be able to resell waste paper and other print-related by-products or may be adversely impacted by decreases in the prices for these by-products. Increases in the cost of materials may adversely impact clients’ demand for XBP Europe’s printing and printing-related services.

XBP Europe relies, in some cases, on third-party hardware, software and services, which could cause errors or failures of XBP Europe’s services and resulting in adverse effects for XBP Europe’s business and reputation.

Although XBP Europe developed many of its platform-driven solutions internally or with the help of Exela and its other affiliates, XBP Europe relies, in some cases, on third-party hardware and software in connection with its service offerings which XBP Europe either purchases or leases from third-party vendors. XBP Europe is

generally able to select from a number of competing hardware and software applications, but the complexity and unique specifications of the hardware or software makes design defects and software errors difficult to detect. Any errors or defects in third-party hardware or software that are incorporated into XBP Europe’s service offerings may result in a delay or loss of revenue, diversion of resources, damage to its reputation, the loss of the affected client, loss of future business, increased service costs or potential litigation claims against XBP Europe.

Further, this hardware and software may not continue to be available on commercially reasonable terms or at all. Any loss of the right to use any of this hardware or software could result in delays in the provisioning of XBP Europe’s services, which could negatively affect its business until equivalent technology is either developed by it or, if available, is identified, obtained and integrated. In addition, it is possible that XBP Europe’s hardware vendors or the licensors of third-party software could increase the prices they charge, which could have a material adverse impact on XBP Europe’s results of operations. Further, changing hardware vendors or software licensors could detract from management’s ability to focus on the ongoing operations of XBP Europe’s business or could cause delays in the operations of its business.

XBP Europe is subject to regular client and third-party security reviews and failure to pass these reviews may have an adverse impact on XBP Europe’s operations.

Many of XBP Europe’s client contracts require that it maintain certain physical and/or information security standards, and, in certain cases, permit a client to audit XBP Europe’s compliance with these contractual standards. Any failure to meet such standards or pass such audits can constitute a breach of contract which may result in damages or clients enforcing other remedies under the client contracts which may have a material adverse impact on XBP Europe’s business. Further, clients from time to time may require stricter physical and/or information security than they negotiated in their contracts, and may condition continued volumes and business on the satisfaction of such additional requirements. Some of these requirements may be expensive to implement or maintain, and may not be factored into XBP Europe’s contract pricing. Further, on an annual basis XBP Europe obtains third-party audits of certain of its locations in accordance with third party attestation standards, and many of its clients expect that XBP Europe will engage in such procedures, and report to them the results. Negative findings in such an audit and/or the failure to adequately remediate in a timely fashion such negative findings may cause clients to terminate their contracts or otherwise have a material adverse effect on XBP Europe’s reputation, results of operation and financial condition.

Currency fluctuations among the Euro, British Pound, Polish Zloty, Norwegian Krona, Danish Krona, Swedish Krona and any other local currencies of any locations where XBP Europe operates in the future, could have a material adverse effect on XBP Europe’s results of operations.

The functional currencies of XBP Europe’s businesses are the local currencies in Europe including the Euro, British Pound, Polish Zloty, Norwegian Krona, Danish Krona, Swedish Krona, Swiss Franc and Serbian Dinar, as well as the Moroccan Dirham, U.S. Dollar and Indian Rupee. Changes in exchange rates between any of these currencies (other than the U.S. Dollar) and the U.S. Dollar will affect the recorded levels of XBP Europe’s assets, liabilities, net sales, cost of goods sold and operating margins and could result in exchange gains or losses. Exchange rates between these currencies in recent years have fluctuated significantly and may do so in the future. XBP Europe’s operating results and profitability may be affected by any volatility in currency exchange rates and its ability to manage effectively currency transaction and translation risks. In addition, to the extent the U.S. Dollar strengthens against the functional currencies of XBP Europe’s business (other than the U.S. Dollar), revenues and profits will be reduced when converted into and reported in U.S. Dollars.

XBP Europe’s results of operations could be adversely affected by economic and political conditions, creating complex risks, many of which are beyond XBP Europe’s control.

XBP Europe’s business depends on the continued demand for its services, and if current global economic conditions worsen, its business could be adversely affected by its clients’ financial condition and level of business activity. Along with its clients, XBP Europe is subject to global political, economic and market conditions, including inflation, interest rates, energy costs, the impact of natural disasters, disease, military action and the threat of terrorism. In particular, XBP Europe currently derives, and is likely to continue to derive, almost all of its revenue from clients located in Europe. Any future decreases in the general level of economic activity in European markets, such as decreases in business and consumer spending and increases in unemployment rates as XBP

Europe experienced as a result of the COVID-19 pandemic, could result in a decrease in demand for XBP Europe’s services, thus reducing its revenue. For example, certain clients may decide to reduce or postpone their spending on the services XBP Europe provides, and XBP Europe may be forced to lower its prices. Other developments in response to economic events, such as consolidations, restructurings or reorganizations, particularly involving XBP Europe’s clients, could also cause the demand for XBP Europe’s services to decline, negatively affecting the amount of business that it is able to obtain or retain. XBP Europe may not be able to predict the impact such conditions will have on the industries it serves and may be unable to plan effectively for or respond to such impact. In response to economic and market conditions, from time to time XBP Europe has undertaken or may undertake initiatives to reduce its cost structure where appropriate, such as consolidation of resources to provide functional region-wide support to its international subsidiaries in a centralized fashion. These initiatives, as well as any future workforce and facilities reductions XBP Europe may implement, may not be sufficient to meet current and future changes in economic and market conditions and allow us to continue to achieve the growth rates expected. Any future workforce and/or facility reductions that may be implemented will be subject to local employment laws which may impose expenses and logistical challenges in connection with any such workforce reductions. Costs actually incurred in connection with certain restructuring actions may also be higher than XBP Europe’s estimates of such costs and/or may not lead to the anticipated cost savings.

In addition, any future disruptions or turbulence in the global capital markets may adversely affect XBP Europe’s liquidity and financial condition, and the liquidity and financial condition of its clients. Such disruptions may limit XBP Europe’s ability to access financing, increase the cost of financing needed to meet liquidity needs and affect the ability of its clients to use credit to purchase its services or to make timely payments to XBP Europe, in each case adversely affecting its financial condition and results of operations.

If XBP Europe is unable to attract, train and retain skilled professionals, including highly skilled technical personnel to satisfy client demand and senior management to lead its business, or its labor expenses increase or otherwise comprise a larger percentage of its revenue, its business and results of operations may be materially adversely affected.

XBP Europe’s success is dependent, in large part, on its ability to keep its supply of skilled professionals, including project managers, IT engineers and senior technical personnel, in balance with client demand around the world, and on its ability to attract and retain senior management with the knowledge and skills to lead its business globally. Each year, XBP Europe must hire several hundred new professionals and retrain, retain, and motivate its workforce across Europe and its nearshore jurisdictions. Competition for skilled labor is intense and, in some jurisdictions in which XBP Europe operates, there are more jobs for certain professionals than qualified persons to fill these jobs. Costs associated with recruiting and training professionals can be significant. If XBP Europe is unable to hire or deploy employees with the needed skillsets or if it is unable to adequately train or equip its employees with the skills or tools needed, this could materially adversely affect its business. Additionally, if XBP Europe is unable to maintain an employee environment that is competitive and contemporary, it could have an adverse effect on engagement and retention, which may materially adversely affect XBP Europe’s business. If more stringent labor laws become applicable to XBP Europe or if a significant number of its employees unionize, the profitability of XBP Europe may be adversely affected.

Increased labor costs due to competition, increased minimum wage or employee benefits costs, unionization activity or other factors would adversely impact XBP Europe’s cost of sales and operating expenses. For example, as minimum wage rates increase, XBP Europe may need to increase not only the wages of its minimum wage employees but also the wages paid to employees at wage rates that are above minimum wage. As a result, XBP Europe anticipates that its labor costs will continue to increase. In addition, XBP Europe may face increased costs related to other employee benefits, such as in respect of unfunded UK pension liabilities, which amounted to approximately $23.0 million as of December 31, 2022. Such UK pension liabilities are subject to a fixed payment plan and, pursuant to an agreement with the pension plan’s trustee, are expected to be fully funded by XBP Europe by February 2030 (although there can be no assurance that it will be fully funded by such date). Any such increase, or any increase in labor costs as a percentage of XBP Europe’s revenue could adversely affect XBP Europe’s financial results, as further described in the risk factor entitled “XBP Europe’s ability to achieve continued and sustained profitability is uncertain.”

XBP Europe is also subject to applicable rules and regulations relating to its relationship with its employees, including minimum wage and break requirements, health benefits, unemployment taxes, overtime, and working conditions and immigration status. Legislated increases in the minimum wage and increases in additional labor cost components, such as employee benefit costs, workers’ compensation insurance rates, compliance costs and fines, as

well as the cost of litigation in connection with these regulations, would increase XBP Europe’s labor costs. Further, XBP Europe’s employees may form labor unions or workers’ councils, and XBP Europe may become subject to new labor-related requirements that may impose additional requirements or costs on our business. As is the case with any negotiation, XBP Europe may not be able to negotiate or renew acceptable collective bargaining agreements in such cases, which could result in strikes or work stoppages by affected workers. Renewal of collective bargaining agreements could also result in higher wages or benefits paid to union members. In addition, negotiations with labor unions and/or workers’ councils could hinder the pace of innovation by diverting management’s attention away from discovering and implementing the type of innovative strategies that we believe are crucial to the success of our business. A disruption in operations, higher ongoing labor costs or a hindrance to the pace of innovation could have a material adverse effect on our business, financial condition and results of operations.

While XBP Europe is already subject to oversight by workers’ councils in France and Germany, if XBP Europe becomes subject to oversight by any workers’ councils in additional jurisdictions, it may be required to consult with such workers’ councils with respect to certain decisions and to provide specific information and records upon request. Any failure to engage with or provide information to a workers’ council could result in actual or threatened legal challenges or proceedings. Additionally, consultation with and/or obtaining approvals from a workers’ councils may involve additional expense and unanticipated delays, particularly if XBP Europe is required to make changes to accommodate feedback and recommendations from such workers’ councils. If consultations with a workers’ council does not yield a desired result, or if a workers’ council withholds or delays its approvals, XBP Europe may be unable to execute key transactions in a timely fashion or at all, which may impede the ability of XBP Europe to execute its growth strategy and/or have a material adverse effect on its business, financial condition and results of operations.

Failure to comply with data privacy and data protection laws in processing and transferring personal data across jurisdictions may subject XBP Europe to fines, and the enactment of more stringent data privacy and data protection laws may increase its compliance costs.

Any inability by XBP Europe to adequately address privacy and security concerns could result in expenses and liabilities, and an adverse impact on XBP Europe. Moreover, international privacy and data security regulations may become more complex and have greater consequences. Europe’s General Data Protection Regulation, or the GDPR, governs the collection and use of personal data of data subjects in the European Economic Area and extraterritorially as well, and imposes several stringent requirements for controllers and processors of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals and a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations on retention of information, increased requirements pertaining to health data, other special categories of personal data and pseudonymized (i.e., key-coded) data and additional obligations when XBP Europe contracts third-party processors in connection with the processing of the personal data. The GDPR provides that European Union member states may make their own further laws and regulations limiting the processing of personal data, including genetic, biometric or health data, which could limit XBP Europe’s ability to use and share personal data or could cause its costs to increase, and harm its business and financial condition. Failure to comply with the requirements of the GDPR and the applicable national data protection laws of the European Union member states may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties.

In addition to the GDPR, XBP Europe is also subject to data privacy and security laws in other jurisdictions in which it operates. Any future failure by XBP Europe to comply with the GDPR or other applicable data privacy and security laws could have a material adverse effect on its business, results of operations or financial condition. Industry groups also impose self-regulatory standards that bind XBP Europe by their incorporation into the contracts that XBP Europe executed and failing to comply with such standards could have a binding impact on its business.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect XBP Europe’s business, investments and results of operations.

XBP Europe is subject to laws, regulations and rules enacted by national, regional and local governments and will be subject to the listing requirements of Nasdaq. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse

effect on XBP Europe’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on XBP Europe’s business and results of operations.

XBP Europe’s business is subject to governmental regulation and oversight. Any failure or perceived failure to comply with laws and/or regulations in one or more of the jurisdictions in which it operates, could subject it to legal actions and materially adversely affect its results of operations and financial condition.

XBP Europe’s business is subject to governmental regulation and oversight, as well as extensive, complex, overlapping and frequently changing rules, regulations and legal interpretations. Financial and political events have increased the level of regulatory scrutiny on XBP Europe’s industry, and regulatory agencies may view matters or interpret laws and regulations differently than they have in the past and/or may increase their oversight over XBP Europe’s business practices, in each case in a manner adverse to XBP Europe’s business. XBP Europe is subject to the general legal framework in the numerous jurisdictions which it operates. For example, in the European Union the comprehensive GDPR which went into effect in May 2018 introduced significant privacy-related changes for companies operating both in and outside the European Union and this has impacted the processing of personal information of XBP Europe’s employees and the processing of personal information on behalf of XBP Europe’s clients In addition, XBP Europe provides support to clients in highly regulated sectors, including banking, healthcare, insurance and utilities, which in some cases will result in the clients placing contractual obligations on XBP Europe to comply with certain rules and regulations applicable to those sectors in the performance of its services. Currently there are no sector specific licenses or authorizations required for XBP Europe to provide such services If XBP Europe’s business is or becomes subject to additional laws and/or regulations in one or more of the jurisdictions in which it operates, including as a result of changing laws or regulations, changing interpretations of previously enacted laws or regulations, or increased oversight, then a failure to comply with such laws and/or regulations could subject XBP Europe to legal actions and/or otherwise adversely affect its ability to continue its operations as they are currently conducted or are expected to be conducted in the future. In particular, XBP Europe is in the process of applying for a PSP license in the European Union to further expand its payment offerings and better compete in the open banking space and such license will result in oversight by the Central Bank of Ireland in respect of the licensed activities.

Failure to comply with the UK Bribery Act, economic and trade sanctions, regulations, and similar laws could subject XBP Europe to penalties and other adverse consequences.

XBP Europe operates internationally and is subject to anti-corruption laws and regulations, including the UK Bribery Act and other laws that prohibit the making or offering of improper payments to foreign government officials and political figures, including accounting provisions enforced by the SEC. These laws prohibit improper payments or offers of payments to foreign governments and their officials and political parties by XBP Europe business entities for the purpose of obtaining or retaining business. XBP Europe has implemented policies to identify and address potentially impermissible transactions under such laws and regulations; however, there can be no assurance that all of its and its subsidiaries’ employees, consultants, and agents, including those that may be based in or from countries where practices that violate laws may be customary, will not take actions in violation of XBP Europe policies, for which it may be ultimately responsible. XBP Europe is also subject to certain economic and trade sanctions programs that prohibit or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers, and terrorists or terrorist organizations. XBP Europe subsidiaries may be subject to additional foreign or local sanctions requirements in other relevant jurisdictions.

The invasion of Ukraine by Russia, and the financial and economic sanctions and import and/or export controls imposed on Russia by the United Kingdom, the European Union, and others, has caused, and may continue to cause, significant economic and social disruption, and its impact on XBP Europe’s business is uncertain.

In addition to adverse effects on XBP Europe’s operations and on the wider global economy and market conditions, a continuation or escalation of the Russian invasion of Ukraine could result in significant increases in energy prices in Europe and other parts of the world. This has already resulted, and may continue to result, in clients and potential clients (both direct and indirect) of XBP Europe diverting a larger proportion of their available cash

towards paying their energy bills and delaying capital investments, particularly for purchases of software solutions such as XBP Europe’s, which may be seen as “luxury” purchases under such conditions. Any of these impacts or increases in these conditions could, in turn, have a material adverse effect on the business, financial condition, cash flows, and results of operations of XBP Europe and could cause the market value of its securities to decline.

COVID-19 caused a global health crisis that caused significant economic and social disruption, and a similar public health event could impact XBP Europe’s business adversely.

XBP Europe’s results of operations could in the future be materially adversely impacted by the ongoing COVID-19 pandemic or similar public heath events. The global spread of COVID-19 created significant volatility and uncertainty and economic disruption. The extent to which the coronavirus pandemic will, or a similar public health event could, continue to impact XBP Europe’s business, operations and financial results will depend on numerous evolving factors that it may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken; the impact on economic activity; the effect on XBP Europe’s clients and client demand for its services and solutions; XBP Europe’s ability to sell and provide its services and solutions, including as a result of travel restrictions and people working from home; the ability of its clients to pay for its services and solutions; and any closures of its and its clients’ offices and facilities. The spread of the coronavirus caused XBP Europe to modify its business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and XBP Europe may take further actions as may be required by government authorities or that XBP Europe determines are in the best interests of its employees, clients and business partners.

XBP Europe may incur losses and liabilities resulting from an unfavorable outcome of pending or anticipated legal disputes.

As of the date of this proxy statement, a group of 71 former employees has brought a claim against a subsidiary of XBP Europe related to their dismissals resulting from the closure of two production sites in France in 2020. From time to time, XBP Europe and its subsidiaries may become involved in other legal proceedings, inquiries, claims and disputes in the ordinary course of its business. Although we believe we have adequately reserved for potential liabilities related to pending litigation, there can be no assurances that we have done so. In addition, litigation or potential claims can be time-consuming, divert management’s attention and resources, cause XBP Europe to incur significant expenses or liability or require it to change its’ business practices. Because of the potential risks, expenses and uncertainties of litigation, XBP Europe may, from time to time, settle disputes, even where it believes that it has meritorious claims or defenses. Because litigation is inherently unpredictable, XBP Europe cannot assure you that the results of any of these actions will not have a material adverse effect on its business.

XBP Europe operates in a number of jurisdictions and, as a result, may incur additional expenses in order to comply with the laws of those jurisdictions.

XBP Europe’s business operates throughout Europe, and therefore, is required to comply with the laws of multiple jurisdictions. These laws regulating the internet, payments, payments processing, privacy, taxation, terms of service, website accessibility, consumer protection, intellectual property ownership, services intermediaries, labor and employment, wages and hours, worker classification, background checks, and recruiting and staffing companies, among others, could be interpreted to apply to us, and could result in greater rights to competitors, users, and other third parties. Compliance with these laws and regulations may be costly, and at times, may require XBP Europe to change its business practices or restrict its product offerings, and the imposition of any such laws or regulations on it, its clients, or third parties that XBP Europe or its clients utilize to provide or use its services, may adversely impact its revenue and business. In addition, XBP Europe may be subject to multiple overlapping legal or regulatory regimes that impose conflicting requirements and enhanced legal risks.

XBP Europe will be prohibited from providing its services outside of the EMEA until the earlier of the two year anniversary of the Closing, and the date on which Exela BPA no longer beneficially owns 80% of XBP Europe’s common stock, which such geographic restriction, if it were to apply upon Closing, could limit XBP Europe’s ability to expand its business and revenue.

Pursuant to the Services Agreement that XBP Europe will enter into with Exela BPA on the Closing Date, XBP Europe will be prohibited from competing with the business of Exela BPA outside of Europe, the Middle East and Africa until the earlier of (i) the two year anniversary of the Closing, and (ii) the date on which Exela BPA no longer beneficially owns 80% of XBP Europe’s common stock. Although XBP Europe’s business strategy does not currently contemplate expanding outside of the EMEA region, and although Exela BPA is expected to beneficially own less than 80% of XBP Europe’s common stock upon Closing (in which case such geographic restriction would not apply), if such geographic restriction were to apply, XBP Europe’s ability to expand its business and revenue could be adversely affected.

Cybersecurity issues, vulnerabilities, and criminal activity resulting in a data or security breach could result in risks to XBP Europe’s systems, networks, products, solutions and services resulting in liability or reputational damage.

XBP Europe collects and retains large volumes of internal and client data, including personally identifiable information and other sensitive data both physically and electronically, for business purposes, and its various information technology systems enter, process, summarize and report such data. XBP Europe also maintains personally identifiable information about its employees. Safeguarding client, employee and XBP Europe’s own data is a key priority for XBP Europe, and its clients and employees have come to rely on it for the protection of their personal information. Augmented vulnerabilities, threats and more sophisticated and targeted cyber-related attacks pose a risk to XBP Europe’s security and the security of its clients, partners, suppliers and third-party service providers, and to the confidentiality, availability and integrity of data owned by XBP Europe or its clients. Despite XBP Europe’s efforts to protect sensitive, confidential or personal data or information, it may be vulnerable to material security breaches, theft, misplaced or lost data, programming errors, employee errors and/or malfeasance that could potentially lead to the compromise of sensitive, confidential or personal data or information, improper use of its systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions. Despite protective measures, XBP Europe may not be successful in preventing security breaches which compromise the confidentiality and integrity of this data. While XBP Europe attempts to mitigate these risks by employing a number of measures, including employee training, monitoring and testing, and maintenance of protective systems and contingency plans, XBP Europe remains vulnerable to such threats.

The sensitive, confidential or personal data or information that XBP Europe has access to is also subject to privacy and security laws, regulations or client imposed controls. The regulatory environment, as well as the requirements imposed on XBP Europe by the industries it serves governing information, security and privacy laws is increasingly demanding. Maintaining compliance with applicable security and privacy regulations may increase XBP Europe’s operating costs and/or adversely impact its ability to provide services to its clients. Furthermore, a compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of client, employee or XBP Europe data which could harm XBP Europe’s reputation or result in remedial and other costs, fines or lawsuits. In addition, a cyber-related attack could result in other negative consequences, including damage to XBP Europe’s reputation or competitiveness, remediation or increased protection costs, litigation or regulatory action. Fraud, employee negligence, and unauthorized access, including, malfunctions, viruses and other events beyond the control of XBP Europe, may lead to the misappropriation or unauthorized disclosure of sensitive or confidential information XBP Europe processes, stores and transmits, including personal information, for its clients. Such failure to prevent or mitigate data loss or other security breaches, including breaches of its vendors’ technology and systems, could expose XBP Europe or its clients to a risk of loss or misuse of such information, adversely affect its operating results, result in litigation or potential liability for it and otherwise harm its business. As a result, among other things, XBP Europe may be subject to monetary damages, regulatory enforcement actions or fines under the GDPR in the European Union or the United Kingdom. In addition to any legal liability, data or security breaches may lead to negative publicity, reputational damage and otherwise adversely affect the results of operations of XBP Europe.

XBP Europe is a subsidiary of Exela, who has previously identified a material weakness in its internal control over financial reporting. As a subsidiary of Exela, XBP Europe’s financial reporting is integrated into that of Exela’s. To the extent Exela is unable to maintain an effective system of internal control over financial reporting, XBP Europe may not be able to accurately report its financial results in a timely manner following the Business Combination, which may adversely affect investor confidence and materially and adversely affect business and operating results.

As described in December 31, 2022 audited financial statements of Exela in Exela’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 3, 2023, Exela’s auditors and management found that (a) Exela did not design, implement and operate effective process-level control activities related to order-to-cash (including revenue, customer deposits, accounts receivable and deferred revenue), procure-to-pay (including operating expenses, accounts payable, and accrued liabilities), goodwill and intangible assets, treasury (including current and long-term debt, cash and cash equivalents, and restricted cash), and financial reporting (including review of the recording of manual journal entries, preparation of the consolidated financial statements, going concern assessment, and subsequent event disclosures) and (b) it did not operate effective logical access general information technology controls related to certain systems and applications used for financial reporting. Additionally, Exela had ineffective program development controls related to upgrades in the enterprise resource planning application at a specific subsidiary. The deficiencies related to the order-to-cash process also resulted from ineffective GITCs due to an incomplete understanding of the risks associated with relevant information technology.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Exela has implemented a remediation plan to address the material weakness described above.

If Exela or its management identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements, which could have a subsequent on XBP Europe, as XBP Europe relies on Exela for its financial reporting. In such case, it may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and its stock price may decline as a result. There can be no assurances that the measures Exela has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

Risks Related to CF VIII and the Business Combination

The consummation of the Business Combination is subject to a number of conditions and, if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include, among other things: approval of the proposals required to effect the Business Combination by CF VIII Stockholders, as well as receipt of requisite regulatory approval; absence of laws or orders prohibiting completion of the Business Combination; effectiveness of this proxy statement; approval of the shares of Common Stock to be issued to XBP Europe’s stockholders for listing on the Nasdaq; the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Merger Agreement); the performance by both parties of their covenants and agreements related to the Business Combination; absence of a Company Material Adverse Effect or an Acquiror Material Adverse Effect; the Delayed Contribution having occurred (which occurred prior to the date hereof); and the Tax Sharing Agreement and Services Agreement having been entered into. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed.

In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after CF VIII Stockholder approval, or XBP Europe or CF VIII may elect to terminate the Merger Agreement in certain other circumstances.

XBP Europe and CF VIII will incur transaction costs in connection with the Business Combination.

Each of XBP Europe and CF VIII has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. XBP Europe may also incur additional costs to retain key employees. XBP Europe and CF VIII will also incur significant legal, financial advisor, and accounting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the transactions. Immediately following the Closing, XBP Europe’s financial position may require XBP Europe to seek additional financing (which will be subject to the risks described in the risk factor above entitled “XBP Europe may need to raise debt or equity financing, which it may be unable to do on favorable terms or at all”).

Either XBP Europe and CF VIII may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Merger Agreement.

Either XBP Europe and CF VIII may agree to waive, in whole or in part, some of the conditions to the obligations to consummate the Business Combination or certain of the other transactions contemplated by the Merger Agreement, to the extent permitted by the CF VIII Charter and applicable laws. For example, it is a condition to CF VIII’s obligations to consummate the Business Combination that certain of XBP Europe’s representations and warranties are true and correct in all respects as of the Closing, except where the failure of such representations and warranties to be true and correct, taken as a whole, would not result in a material adverse effect. However, if the CF VIII Board determines that it is in the best interest of CF VIII Stockholders to waive any such breach, then the CF VIII Board may elect to waive that condition and consummate the Business Combination; provided that no party is able to waive the condition that CF VIII Stockholders approve the Business Combination Proposal.

The Sponsor and each of CF VIII’s officers and directors, in respect of any shares of CF VIII Common Stock that they own, have agreed to vote in favor of the Proposals to be presented at the Special Meeting, including the Business Combination Proposal, regardless of how CF VIII’s public stockholders vote. The Sponsor has the ability, voting on its own, to approve each of the Proposals and as a result, no CF VIII Public Shares will need to be voted to approve any of the Proposals.

Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of CF VIII Common Stock held by it in favor of the Proposals to be presented at the Special Meeting, including the Business Combination Proposal. Pursuant to the Insider Letter, the Sponsor and CF VIII’s directors and officers have agreed to vote any Founder Shares and CF VIII Placement Shares held by them and any CF VIII Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of CF VIII Common Stock as of the Record Date, the approval of the Closing Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding shares of CF VIII Common Stock as of the Record Date, voting together as a single class, the affirmative vote of a majority of the shares of CF VIII Class A Common Stock outstanding as of the Record Date, voting as a separate class, and the affirmative vote of a majority of the shares of CF VIII Class B Common Stock outstanding as of the Record Date, voting as a separate class and the approval of the Pre-Closing Charter Amendment Proposal requires the affirmative vote of 65% of the issued and outstanding shares of CF VIII Common Stock as of the Record Date. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of CF VIII Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting. The approval of the Nasdaq Proposal and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of CF VIII Common Stock present via the virtual meeting platform or represented by proxy and voted thereon at the Special Meeting.

In connection with the Extensions, an aggregate of 23,563,411 CF VIII Public Shares were redeemed, resulting in only 1,436,589 CF VIII Public Shares currently issued and outstanding and the Sponsor currently holding 82.2% of the issued and outstanding shares of CF VIII Common Stock, 79.4% of the issued and outstanding shares of CF VIII Class A Common Stock and 98.2% of the issued and outstanding shares of CF VIII Class B Common Stock. Accordingly, the Sponsor will have the ability, voting on its own, to approve each of the Proposals and therefore, no CF VIII Public Shares will need to be voted to approve any of the Proposals.

The Sponsor will have the ability, voting on its own, to approve amendments to the CF VIII Charter that might increase the likelihood that the Business Combination is consummated.

As described in the risk entitled “The Sponsor and each of CF VIII’s officers and directors, in respect of any shares of CF VIII Common Stock that they own, have agreed to vote in favor of the Proposals to be presented at the Special Meeting, including the Business Combination Proposal, regardless of how CF VIII’s public stockholders vote. The Sponsor has the ability, voting on its own, to approve each of the Proposals and as a result, no CF VIII Public Shares will need to be voted to approve any of the Proposals” the Sponsor owns 82.2% of the issued and outstanding shares of CF VIII Common Stock. Amendments to certain provisions of the CF VIII Charter require a majority of the shares of outstanding CF VIII Common Stock and amendments to certain other provisions of the CF VIII Charter, including the provision requiring the CF VIII initial business combination be consummated by September 16, 2023, require approval of 65% of the issued and outstanding shares of CF VIII Common Stock (subject in any case to applicable DGCL and stock exchange requirements). Because the Sponsor currently holds 82.2% of the issued and outstanding shares of CF VIII Common Stock, 79.4% of the issued and outstanding shares of CF VIII Class A Common Stock and 98.2% of the issued and outstanding shares of CF VIII Class B Common Stock it will have the ability, voting on its own, to approve any amendments to the CF VIII Charter that the CF VIII Board approves, including to extend the date by which CF VIII is required to consummate its initial business combination (which is currently September 16, 2023 (or an earlier date determined by the CF VIII Board)). As a result, CF VIII may amend the provisions of the CF VIII Charter which govern its pre-initial business combination behavior more easily than some other blank check companies, and this may increase its ability to complete the Business Combination with XBP Europe or its ability to complete another initial business combination with which holders of CF VIII Public Stock do not agree. Another blank check company with the same voting thresholds but without such concentration of voting power would have to obtain the vote of some of its public stockholders in order to obtain the requisite approval of its stockholders.

The Sponsor and CF VIII’s officers and directors agreed, pursuant to the Insider Letter, that they would not propose any amendment to the CF VIII Charter (i) to modify the substance or timing of CF VIII’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the CF VIII Public Shares if CF VIII did not complete its initial business combination within 12 months from the closing of the IPO, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless CF VIII provides the holders of CF VIII Public Shares with the opportunity to redeem their CF VIII Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding shares subject to redemption. Holders of CF VIII Public Shares are not parties to, or third-party beneficiaries of, the Insider Letter and, as a result, will not have the ability to pursue remedies against the Sponsor or CF VIII’s officers or directors for any breach of the Insider Letter. As a result, in the event of a breach, holders of CF VIII Public Shares would need to pursue a stockholder derivative action, subject to applicable law.

The “net cash” per share of CF VIII Common Stock not being redeemed will be significantly less than the redemption price.

Each CF VIII Public Share not being redeemed will represent a “net cash” per share contribution equal to its pro rata share of the Trust Account by that shareholder to the Combined Entity (which, as of March 31, 2023, was approximately $10.77). This represents a significantly higher contribution of net cash per share to the Combined Entity than (i) the $10.0 million being contributed by the Sponsor pursuant to its purchase of 1,250,000 Forward Purchase Shares and 250,000 Warrants (which, without assigning any value to the Warrants, would result in a net cash per share contribution of $8.00), (ii) the $25,000 that was contributed by the Sponsor to CF VIII in exchange for 6,250,000 Founder Shares (equal to approximately $0.004 per share), and (iii) the shares being issued to the Sponsor as repayment for certain Sponsor debt (which are being issued at a deemed price of $10.00 per share but which will not result in a contribution of cash to the Combined Entity). Accordingly, assuming that the “net cash” per share of CF VIII Common Stock being contributed to the Combined Entity reflects the cash being contributed at Closing by CF VIII to the Combined Entity (i.e., the Trust Account balance net of redemptions, the Forward Purchase Investment amount, and any cash balances of CF VIII outside of the Trust Account), the redemption price is expected to be significantly greater than the net cash per share being contributed by CF VIII to the Combined Entity.

Neither the CF VIII Board nor any committee thereof obtained a fairness opinion from an independent financial advisor (or any similar report or appraisal) in determining whether or not to pursue the Business Combination, and the CF VIII Board may not have properly valued the XBP Europe business.

Neither the CF VIII Board nor any committee thereof obtained an opinion (or any similar report) from an independent investment banking or accounting firm that the price that CF VIII is paying for XBP Europe in the Business Combination is fair to CF VIII from a financial point of view. In analyzing the Business Combination, the CF VIII Board reviewed a summary of the results of the due diligence and analyses conducted by its management, employees of Cantor and CF VIII’s advisors on XBP Europe. The CF VIII Board also consulted with CF VIII’s management and legal counsel, financial advisors and other advisors. Additionally, the CF VIII Board considered a number of factors, uncertainty and risks, including the fact that in early August 2022, Exela valued the entities comprising the XBP Europe business unit at $109.2 million, less debt, debt-like items, pension liabilities, and intercompany payables (which included certain intercompany receivables not transferred as part of the contribution of the business to XBP Europe), which is substantially less than the pre-transaction enterprise value assigned to XBP Europe in the Business Combination (of $220 million), and those other factors discussed under “The Business Combination Proposal — The CF VIII Board’s Reasons for the Approval of the Business Combination.”

Because of the absence of a fairness opinion (and any similar report or appraisal), investors will be relying solely on the judgment of the CF VIII Board in valuing XBP Europe. As described in the risk factor entitled “Since the Sponsor and CF VIII’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of CF VIII Stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as CF VIII’s initial business combination. In particular, the Sponsor will lose its entire investment in CF VIII if a business combination is not completed. Accordingly, CF VIII’s officers and directors may be incentivized to complete an initial business combination, even on terms less favorable to CF VIII Stockholders than liquidating CF VIII,” the directors have interests that are different, or in addition to (and which may conflict with), the interests of the CF VIII Stockholders, which may have had an impact on the decision to enter into the Merger Agreement. The CF VIII Board may not have properly valued the XBP Europe business and, as a result, the terms may not be fair from a financial point of view to the public stockholders of CF VIII.

The lack of a fairness opinion (and any similar report or appraisal) may also lead an increased number of CF VIII Stockholders to vote against the Business Combination or demand redemption of their shares of CF VIII Common Stock, which could potentially impact the financial position of the post-Closing Combined Entity.

The public stockholders of CF VIII will experience dilution as a consequence of, among other transactions, the issuance of CF VIII Class A Common Stock as consideration in the Business Combination, in connection with the Forward Purchase Investment, and the satisfaction of loans and other amounts due to Sponsor as well as any future issuances of Common Stock. Having a minority share position may reduce the influence that CF VIII’s current stockholders have on the management of the Combined Entity.

The issuance of a significant number of shares of CF VIII Class A Common Stock in the Business Combination and in connection with the Forward Purchase Investment and the satisfaction of loans and other amounts due to Sponsor will dilute the equity interests of existing CF VIII Stockholders in the Combined Entity and may adversely affect prevailing market prices for the CF VIII Public Shares and/or CF VIII Public Warrants.

It is anticipated that, immediately following the consummation of the Business Combination, assuming no redemptions, “50% redemptions” and “100% redemptions”, respectively, and assuming 21,712,123 shares of CF VIII Class A Common Stock are issued to BTC International, (i) existing CF VIII Stockholders (other than the Sponsor and the independent directors) will hold approximately 4.6%, 2.3% and 0%, respectively, of the outstanding shares of Common Stock, (ii) Exela, as the indirect shareholder of BTC International, will hold approximately 69.2%, 70.9% and 72.5%, respectively, of the outstanding shares of Common Stock, and (iii) the Sponsor and the independent directors will hold approximately 26.2%, 26.8% and 27.5%, respectively, of the outstanding shares of Common Stock. These ownership percentages assume no exercise of the Warrants and make the other assumptions set forth in the section entitled “Questions and Answers About the Proposals — What equity stake will holders of CF VIII Public Shares, BTC International, the Sponsor and the independent directors hold in the Combined Entity upon completion of the Business Combination?”

Future issuances of shares of Common Stock may significantly dilute the equity interests of existing holders of CF VIII’s securities and may adversely affect prevailing market prices for the Combined Entity’s securities.

Since the Sponsor and CF VIII’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of CF VIII Stockholders and holders of CF VIII Warrants, a conflict of interest may have existed in determining whether the Business Combination is appropriate as CF VIII’s initial business combination. In particular, the Sponsor will lose its entire investment in CF VIII if a business combination is not completed. Accordingly, CF VIII’s officers and directors may be incentivized to complete an initial business combination, even on terms less favorable to CF VIII Stockholders than liquidating CF VIII.

When you consider the recommendation of the CF VIII Board in favor of approval of the Proposals, including the Business Combination Proposal, you should keep in mind that the Sponsor and CF VIII’s officers and directors have interests that are different from, or in addition to (and which may conflict with), the interests of CF VIII Stockholders and holders of CF VIII Warrants. The CF VIII Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to CF VIII Stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. CF VIII Stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal. These interests include, among other things:

•        the Sponsor is the record holder of 537,500 CF VIII Placement Shares, 135,000 CF VIII Placement Warrants and 6,228,000 Founder Shares. Cantor is the sole member of the Sponsor. CFGM is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CF VIII and CFGM, and is the trustee of CFGM’s sole stockholder. As such, Mr. Lutnick may be deemed to have beneficial ownership of the securities held directly by the Sponsor. None of the other officers and directors of CF VIII has beneficial ownership of the securities held directly by the Sponsor;

•        the Sponsor is party to each of the Sponsor Support Agreement and the Forward Purchase Contract;

•        the CF VIII Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the CF VIII Charter. In the course of their other business activities, CF VIII’s officers and directors may have, or may become, aware of other investment and business opportunities which may be appropriate for presentation to CF VIII as well as the other entities with which they are affiliated. CF VIII’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any pre-existing fiduciary obligation will be presented the opportunity before CF VIII is presented with it. CF VIII does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        unless CF VIII consummates an initial business combination, the Sponsor (and CF VIII’s officers and directors) will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of CF VIII, to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (as of March 31, 2023, no such expenses had been incurred that had not been reimbursed);

•        the fact that the Sponsor has made outstanding loans to CF VIII in the aggregate amount of approximately $9,121,000 as of March 31, 2023. These loans will not be repaid to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed. The Sponsor has agreed that upon consummation of the Business Combination, all the amounts owed by CF VIII to it under such loans (except with respect to the advancement of certain third party expenses in connection with the Business Combination paid prior to the Closing) will be repaid in the form of newly issued shares of CF VIII Class A Common Stock, rather than in cash, at a value of $10.00 per share;

•        the 540,000 CF VIII Placement Units (comprised of 540,000 CF VIII Placement Shares (537,500 of which are currently held by the Sponsor and 2,500 of which are held by one of CF VIII’s independent directors) and 135,000 CF VIII Placement Warrants) purchased by the Sponsor for $5.4 million will be worthless if a business combination is not consummated;

•        the Sponsor agreed that the 537,500 CF VIII Placement Shares and 135,000 CF VIII Placement Warrants it holds will not be sold or transferred until 30 days after CF VIII has completed a business combination, and the Sponsor agreed that the 6,228,000 Founder Shares it holds (of which it will forfeit 733,400 upon consummation of the Business Combination) will not be sold or transferred until the earlier of the one year anniversary of CF VIII’s initial business combination and the date on which the Combined Entity completes certain material transactions that result in all of the Combined Entity’s stockholders having the right to exchange their shares of common stock for cash, securities or other property;

•        CF VIII’s independent director that owns CF VIII Placement Shares agreed that the 2,500 CF VIII Placement Shares he holds will not be sold or transferred until 30 days after CF VIII has completed a business combination, and CF VIII’s two independent directors that own Founder Shares agreed that the 22,000 Founder Shares they hold will not be sold or transferred until the earlier of the one year anniversary of CF VIII’s initial business combination and the date on which the Combined Entity completes certain material transactions that result in all of the Combined Entity’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (subject to early release if the closing price of a share of Common Stock exceeds $12.00 (as adjusted for stock splits, dividends, reorganizations and recapitalizations and the like) for any 20-trading days within any 30-trading day period);

•        the fact that the Sponsor paid $25,000, or approximately $0.004 per share, for the Founder Shares (of which it currently holds 6,228,000), which such Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $67.1 million, based on the closing price of CF VIII Class A Common Stock of $10.77 on June 26, 2023, and that such shares will be worthless if a business combination is not consummated and that the Sponsor and its affiliates can earn a positive rate of return on their investment even if CF VIII’s public stockholders experience a negative return following the consummation of the Business Combination;

•        the fact that the Sponsor and CF VIII’s officers and directors have agreed not to redeem any of the Founder Shares or CF VIII Placement Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that if CF VIII does not complete an initial business combination by September 16, 2023 (or an earlier date determined by the CF VIII Board or a later date approved by CF VIII Stockholders pursuant to the CF VIII Charter), the proceeds from the sale of the CF VIII Placement Units of $5.4 million, all of which were deposited into the Trust Account, will be included in the liquidating distribution to CF VIII’s public stockholders and the CF VIII Placement Warrants will expire worthless;

•        if the Trust Account is liquidated, including in the event CF VIII is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify CF VIII to ensure that the proceeds in the Trust Account are not reduced below $10.00 per CF VIII Public Share by the claims of prospective target businesses or claims of any third-party for services rendered or products sold to CF VIII, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account (although there are no assurances that the Sponsor will have sufficient funds to satisfy its indemnity obligations);

•        the fact that in connection with the IPO, the Sponsor agreed, upon the closing of CF VIII’s initial business combination, to invest $10.0 million in exchange for the Forward Purchase Securities (comprised of 1,250,000 shares of CF VIII Class A Common Stock and 250,000 Warrants);

•        the fact that two of CF VIII’s independent directors own an aggregate of 22,000 Founder Shares and one of CF VIII’s independent directors owns 2,500 CF VIII Placement Shares, all of which were transferred by the Sponsor at no cost, which if unrestricted and freely tradeable would be valued at $263,865, based on the closing price of CF VIII Class A Common Stock of $10.77 on June 26, 2023, and that such shares will be worthless if a business combination is not consummated; and

•        the fact that CF VIII’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the business combination and pursuant to the Merger Agreement.

The existence of financial and personal interests of one or more of CF VIII’s directors may result in a conflict of interest on the part of such director(s) between what (s)he or they may believe is in the best interests of CF VIII and its stockholders and what (s)he or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. See the section titled “The Business Combination Proposal — Interests of the Sponsor and CF VIII’s Officers and Directors in the Business Combination” for a further discussion of these considerations.

The financial and personal interests of the Sponsor and CF VIII’s officers and directors may have influenced their motivation in identifying and selecting XBP Europe as a business combination target and completing an initial business combination with XBP Europe. In addition, CF&Co. has performed, and will in the future perform, services for Exela for which it has or will receive compensation (as further described in the section entitled “Certain Relationships and Related Person Transactions”), which may have influenced CF&Co.’s advice regarding the Business Combination and its terms.

In considering the recommendations of the CF VIII Board to vote for the Proposals, CF VIII Stockholders should consider these interests. The existence of the differing, additional and/or conflicting interests described above may have influenced the decision of CF VIII’s officers and directors to enter into the Merger Agreement and CF VIII’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. The absence of a fairness opinion (or any similar report or appraisal) exacerbates the possibility that these risks impacted the terms of the Merger Agreement. In particular, the existence of the interests described above may incentivize CF VIII’s officers and directors to complete an initial business combination, even if on terms less favorable to CF VIII Stockholders compared to liquidating CF VIII, because, among other things, if CF VIII is liquidated without completing an initial business combination, the Sponsor’s Founder Shares, CF VIII Placement Shares and CF VIII Placement Warrants, and the CF VIII independent directors’ Founder Shares and CF VIII Placement Shares would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $73.2 million based on the closing price of CF VIII Class A Common Stock of $10.77 and CF VIII Warrants of $0.05 on June 26, 2023), and out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to CF VIII would not be repaid to the extent such amounts exceed cash held by CF VIII outside of the Trust Account (which such loans amounted to approximately $9,121,000 as of March 31, 2023).

The exercise of the CF VIII Board’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement and related agreements, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in the CF VIII Stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require CF VIII to agree to amend the Merger Agreement, to consent to certain actions taken by XBP Europe, or to waive or exercise rights that CF VIII is entitled to under the Merger Agreement, including those related to closing conditions and termination rights. Such events could arise because of changes in the course of XBP Europe’s business, a request by XBP Europe to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, the occurrence of other events that would have a material adverse effect on XBP Europe’s business or due to XBP Europe failing to deliver certain information to CF VIII in the time required by the Merger Agreement and would entitle CF VIII to terminate the Merger Agreement. In any of such circumstances, it would be at CF VIII’s discretion, acting through the CF VIII Board, to grant its consent, exercise or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for CF VIII and its stockholders and what he or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, CF VIII does not believe there will be any changes or waivers that the CF VIII Board would be likely to make after stockholder approval of the Business Combination Proposal has been obtained.

There are risks to CF VIII Stockholders who are not affiliates of the Sponsor of becoming stockholders of the Combined Entity through the Business Combination rather than acquiring securities of XBP Europe directly in an underwritten public offering. The due diligence review and investigation of XBP Europe in connection with the Business Combination was performed by CF VIII and its advisors (including CF&Co., which is an affiliate of the Sponsor), and no independent third-party underwriter participated in such review and investigation.

The Combined Entity will become a public company through a merger upon the completion of the Business Combination, rather than an underwritten offering of the Combined Entity’s securities, which differs from a merger in several significant ways, including but not limited to the following.

First of all, there is no independent third-party underwriter involved in the Business Combination, and as a result investors will not receive the benefit of any outside independent review of CF VIII’s and XBP Europe’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, CF VIII Stockholders must rely on the information in this proxy statement and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. CF VIII and its advisors (including CF&Co., which is an affiliate of the Sponsor) performed a due diligence review and investigation of XBP Europe in connection with the Business Combination. CF VIII has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering. The lack of an independent due diligence review and investigation may increase the risk of an investment in the Combined Entity because it may not have uncovered facts that would be important to a potential investor.

Second, the Combined Entity will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-Closing trading of the Common Stock. There can be no guarantee that any information made available in this proxy statement and/or otherwise disclosed will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten offering. As a result, there may not be efficient or sufficient price discovery with respect to the Common Stock or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for the Common Stock.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the Closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-Closing trades of the Common Stock. Therefore, buy and sell orders submitted prior to and at the opening of initial post-Closing trading of the Common Stock will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of the Common Stock or helping to stabilize, maintain or affect the public price of the Common Stock following the Closing. This could result in a more volatile price for the Common Stock after the Business Combination.

Furthermore, securities or industry analysts may not provide, or may be less likely to provide, coverage of the Combined Entity. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of the Combined Entity than they might if the Combined Entity became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Entity as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Common Stock could have an adverse effect on the Combined Entity’s ability to develop a liquid market for its Common Stock after Closing.

The above differences may present material risks to CF VIII Stockholders who are not affiliates of the Sponsor that would not exist if the Combined Entity became a public company through an underwritten offering instead of through a merger.

While CF VIII and XBP Europe work to complete the Business Combination, the focus and resources of XBP Europe’s management may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources of XBP Europe. The diversion of management’s attention and any difficulties encountered in the transition process could harm XBP Europe’s business, financial condition, results of operations and prospects and those of the Combined Entity following the Business Combination. In addition, uncertainty about the effect of the Business Combination on XBP Europe’s employees, consultants, clients, suppliers, partners, and other third-parties, including regulators, may have an adverse effect on the Combined Entity following the Business Combination. These uncertainties may impair the Combined Entity’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

Subsequent to consummation of the Business Combination, the Combined Entity may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment.

CF VIII cannot assure you that the due diligence conducted in relation to XBP Europe has identified all material issues or risks associated with XBP Europe, its business or the industry in which it competes. Furthermore, CF VIII cannot assure you that factors outside of XBP Europe’s and CF VIII’s control will not later arise. As a result of these factors, the Combined Entity may be exposed to liabilities and incur additional costs and expenses and it may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in the Combined Entity reporting losses. Even if CF VIII’s due diligence has identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with CF VIII’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the Combined Entity’s financial condition and results of operations and could contribute to negative market perceptions about the Combined Entity or its securities, including the Common Stock. Additionally, CF VIII does not have indemnification rights against BTC International under the Merger Agreement and all of the purchase price consideration will be delivered to BTC International at the Closing. Accordingly, any stockholders or warrant holders of CF VIII who choose not to redeem or otherwise dispose of their shares of CF VIII Common Stock or CF VIII Warrants could suffer a reduction in the value of their shares of Common Stock or Warrants. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value. For more, see “CF VIII Board’s Reasons for the Approval of the Business Combination” in the section entitled “The Business Combination Proposal.”

The historical financial results of XBP Europe and unaudited pro forma financial information included elsewhere in this proxy statement may not be indicative of what XBP Europe’s actual financial position or results of operations would have been if it were a public company.

The historical financial results of XBP Europe included in this proxy statement do not reflect the financial condition, results of operations or cash flows it would have achieved as a standalone public company during the periods presented or those that the Combined Entity will achieve in the future. The Combined Entity’s financial condition and future results of operations could be materially different from amounts reflected in XBP Europe’s historical financial statements included elsewhere in this proxy statement, so it may be difficult for investors to compare the Combined Entity’s future results to historical results or to evaluate its relative performance or trends in its business.

As a result of the Business Combination, the Combined Entity will be a public company with significant operations, and as such (and particularly after it is no longer an “emerging growth company” or “smaller reporting company”), will face increased legal, accounting, administrative and other costs and expenses as a public company that it did not previously incur. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations implemented by the SEC, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require the Combined Entity to carry out activities that XBP Europe has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. If any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or material weakness in the internal control over financial reporting), the Combined Entity could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investor perceptions. In addition, the Combined Entity will purchase director and officer liability insurance, which has substantial additional premiums. Advocacy efforts by stockholders and third

parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. The additional reporting and other obligations associated with being a public company will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. See also “Risks Related to CF VIII and the Business Combination — CF VIII is an “emerging growth company” within the meaning of the Securities Act and it has taken advantage of certain exemptions from disclosure requirements available to EGCs; this could make the Combined Entity’s securities less attractive to investors and may make it more difficult to compare the Combined Entity’s performance with other public companies.”

Exela has previously identified material weaknesses in its internal controls over financial reporting and XBP Europe’s financial statements were prepared in reliance on information provided by, and personnel of, Exela. For more, see the risk factor entitled “If XBP Europe is unable to maintain an effective system of internal controls over financial reporting, it may not be able to accurately report its financial results in a timely manner or there may be misstatements in its financial statements (which may include material misstatements), any of which may adversely affect investor confidence and materially and adversely affect business and operating results.”

The unaudited pro forma financial information in this proxy statement is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, XBP Europe being treated as the “acquiror” for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of XBP Europe on the date the Business Combination closes and the number of CF VIII Public Shares that are redeemed in connection with the Business Combination.

Accordingly, such pro forma financial information may not be indicative of the Combined Entity’s future operating or financial performance and the Combined Entity’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The Sponsor or CF VIII’s or XBP Europe’s or Exela’s respective directors, officers, advisors or respective affiliates may elect to purchase shares of CF VIII Class A Common Stock from CF VIII’s public stockholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public float of the CF VIII Class A Common Stock.

At any time at or prior to the Business Combination, subject to applicable securities laws, the Sponsor or CF VIII’s or XBP Europe’s respective directors, officers, advisors or respective affiliates may (1) purchase CF VIII Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Proposals, or elect to redeem, or indicate an intention to redeem, CF VIII Public Shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire CF VIII Public Shares, vote their CF VIII Public Shares in favor of the Proposals or not redeem their CF VIII Public Shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of the shares of CF VIII Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or CF VIII’s, or XBP Europe’s or Exela’s respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to limit the number of CF VIII Public Shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the price of CF VIII Common Stock prior to consummation of the Business Combination, or the Common Stock following consummation of the Business Combination (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Proposals, could impact perception of support for the Business Combination or could result in fewer CF VIII Public Shares being redeemed. In addition, if such purchases are made, the public float of the CF VIII Public Shares and the number of beneficial holders of CF VIII’s securities prior to the Business Combination (and consequently, the number of beneficial holders of Common Stock following consummation of the Business Combination), may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or

trading of the Combined Entity’s securities on a national securities exchange (including in the event the Combined Entity fails to satisfy the “round lot” holder requirement and/or public float requirement of Nasdaq or any other exchange on which it attempts to list its securities).

CF VIII cannot be certain as to the number of CF VIII Public Shares that will be redeemed and the potential impact to CF VIII Stockholders who do not elect to redeem their CF VIII Public Shares. Based on recent market trends, it is likely that a significant number of the CF VIII Public Shares will be redeemed. Any redemptions by CF VIII public stockholders will result in the remaining CF VIII Public Shares bearing disproportionate dilution by the Founder Shares (as compared to the CF VIII Public Shares being redeemed).

There is no guarantee that a CF VIII Stockholder’s decision whether to redeem its shares of CF VIII Class A Common Stock for a pro rata portion of the Trust Account will put the CF VIII Stockholder in a better future economic position. CF VIII can give no assurance as to the price at which a CF VIII Stockholder may be able to sell its Common Stock in the future following the Closing or its shares of CF VIII Class A Common Stock following any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, and including redemptions of CF VIII Public Shares may cause an increase or decrease in the share price of the Combined Entity and may result in a lower value realized now than a CF VIII Stockholder might realize in the future had the CF VIII Stockholder not redeemed its CF VIII Public Shares. Similarly, if a CF VIII Stockholder does not redeem its CF VIII Public Shares, the CF VIII Stockholder will bear the risk of ownership of shares of Common Stock after the consummation of the Business Combination, and there can be no assurance that a CF VIII Stockholder can sell its shares in the future for a greater amount than the redemption price for CF VIII Public Shares. A CF VIII Stockholder should consult its own tax and/or financial advisor for assistance on how this may affect its individual situation.

On June 26, 2023, the closing price per share of CF VIII Class A Common Stock was $10.77. CF VIII Stockholders should be aware that while CF VIII is unable to predict the price per share of Common Stock following the consummation of the Business Combination (and accordingly it is unable to calculate the potential impact of redemptions on the per-share market price of CF VIII Public Shares owned by non-redeeming CF VIII Stockholders), increased levels of redemptions by CF VIII Stockholders may be a result of the price per share of CF VIII Class A Common Stock falling below the redemption price. We expect that more CF VIII Stockholders may elect to redeem their CF VIII Public Shares if the share price of CF VIII Class A Common Stock is below the projected redemption price (which, as of March 31, 2023, would have been approximately $10.77 per share), and we expect that more CF VIII Stockholders may elect not to redeem their CF VIII Public Shares if the share price of CF VIII Class A Common Stock is above the projected redemption price (which, as of March 31, 2023, would have been approximately $10.77 per share). Each CF VIII Public Share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to the Combined Entity from the Trust Account and (ii) an increase in each CF VIII Stockholder’s pro rata ownership interest in the Combined Entity following the consummation of the Business Combination.

In connection with the previous Extensions, an aggregate of 23,563,411 CF VIII Public Shares were redeemed, as a result of which only 1,436,589 CF VIII Public Shares remain issued and outstanding. Given current market trends, it is likely that additional CF VIII Public Shares will be redeemed in connection with the Business Combination, which will lower the amount of cash in the Trust Account that will be available to the Combined Entity and may require the Combined Entity to seek debt and/or equity financing, which may not be available on favorable terms or at all. Any redemptions by CF VIII public stockholders will result in the remaining CF VIII Public Shares bearing disproportionate dilution by the Founder Shares (as compared to the CF VIII Public Shares being redeemed).

Upon the Closing, the Combined Entity will have a limited public float, which adversely affects trading volume and liquidity, and may adversely affect the price of the Common Stock and access to additional capital.

In connection with the Extensions, an aggregate of 23,563,411 CF VIII Public Shares were redeemed, as a result of which only 1,436,589 CF VIII Public Shares remain issued and outstanding. The other shares of CF VIII Common Stock are held by the Sponsor and CF VIII’s independent directors. All of the shares being issued as Merger Consideration will be issued to BTC International (and such shares will be subject to a lock-up as further described in the section entitled The Business Combination Proposal — Related Agreements — Lock-Up Agreement”). Accordingly, upon the Closing, the Combined Entity will have a limited public float, which adversely affects trading volumes and liquidity, and may adversely affect the price of the Common Stock. In addition, the

Merger Agreement does not include a “minimum cash condition” and the Business Combination can be completed even if all (or substantially all) of the CF VIII Public Shares are redeemed in connection with the Business Combination. If a substantial number of the remaining CF VIII Public Shares are redeemed, the Combined Entity’s public float will be further limited.

Due to the limited post-Closing public float, the trading price of Common Stock may fluctuate widely due to various factors, including the level of purchase or sales of Common Stock relative to the public float. The limited public float could adversely affect the Combined Entity’s business and financing opportunities, and may make it difficult for you to sell your Common Stock at a price that is attractive to you.

If third-parties bring claims against CF VIII, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by holders of CF VIII Class A Common Stock may be less than the per share amount currently in the Trust Account.

CF VIII’s placing of funds in the Trust Account may not protect those funds from third-party claims against CF VIII. Although CF VIII seeks to have all vendors, service providers (other than its independent registered public accounting firm or underwriters in the IPO), prospective target businesses or other entities with which CF VIII does business execute agreements with CF VIII waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against CF VIII’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, CF VIII’s management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to CF VIII than any alternative.

Examples of possible instances where CF VIII may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where CF VIII is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CF VIII and will not seek recourse against the Trust Account for any reason. Upon redemption of the CF VIII Public Shares, if CF VIII is unable to complete an initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with its initial business combination, CF VIII will be required to provide for payment of claims of creditors that were not waived that may be brought against CF VIII within the 10 years following redemption. Accordingly, the per share redemption amount received by CF VIII’s public stockholders could be less than the per share amount currently held in the Trust Account, due to claims of such creditors. As of March 31, 2023, based on approximately $15.47 million in the Trust Account, the per share amount would have been approximately $10.77, subject to the right of CF VIII to withdraw interest to pay taxes and the additional contributions to be made to the Trust Account pursuant to the Third Extension Loan.

The Sponsor has agreed that it will be liable to CF VIII if and to the extent any claims by a third-party (other than CF VIII’s independent registered public accounting firm and underwriters in the IPO) for services rendered or products sold to CF VIII, or a prospective target business with which CF VIII has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per CF VIII Public Share or (2) such lesser amount per CF VIII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under CF VIII’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. CF VIII has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and CF VIII has not asked the Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for CF VIII’s initial business combination and redemptions could be reduced to less than $10.00 per CF VIII Public Share. In such event, CF VIII may not be able to complete its initial business combination, and CF VIII’s public

stockholders would receive such lesser amount per share in connection with any redemption of its CF VIII Public Shares. No member of CF VIII’s management team will indemnify CF VIII for claims by third-parties including, without limitation, claims by vendors and prospective target businesses.

If, after CF VIII distributes the proceeds in the Trust Account to its public stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VIII that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the CF VIII Board may be viewed as having breached its fiduciary duties to CF VIII’s creditors, thereby exposing the members of the CF VIII Board and CF VIII to claims of punitive damages.

If, after CF VIII distributes the proceeds in the Trust Account to its public stockholders, CF VIII files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VIII that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by CF VIII Stockholders. In addition, the CF VIII Board may be viewed as having breached its fiduciary duty to CF VIII’s creditors and/or having acted in bad faith by paying CF VIII’s public stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and CF VIII to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to CF VIII’s public stockholders, CF VIII files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VIII that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of CF VIII Stockholders and the per-share amount that would otherwise be received by CF VIII Stockholders in connection with CF VIII’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to CF VIII’s public stockholders, CF VIII files a bankruptcy petition or an involuntary bankruptcy petition is filed against CF VIII that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in CF VIII’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of CF VIII Stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by CF VIII’s public stockholders in connection with its liquidation would be reduced.

The CF VIII Board may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While CF VIII currently expects that its independent directors would take legal action on CF VIII’s behalf against the Sponsor to enforce its indemnification obligations to CF VIII, it is possible that CF VIII’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If CF VIII’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the public stockholders may be reduced below $10.00 per share.

CF VIII Stockholders may be held liable for claims by third-parties against CF VIII to the extent of distributions received by them upon liquidation of CF VIII.

Under the DGCL, stockholders may be held liable for claims by third-parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to CF VIII’s public stockholders upon the redemption of the CF VIII Public Shares in the event CF VIII does

not complete an initial business combination within the required time period may be considered a liquidating distribution under the DGCL. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is CF VIII’s intention to redeem the CF VIII Public Shares as soon as reasonably possible following the required time period in the event CF VIII does not complete an initial business combination and, therefore, it does not intend to comply with the foregoing procedures.

Because CF VIII does not intend to comply with Section 280 of the DGCL, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to it at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the 10 years following its dissolution. However, because CF VIII is a blank check company, rather than an operating company, and CF VIII’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from CF VIII’s vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If CF VIII’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurances that CF VIII will properly assess all claims that may be potentially brought against it. As such, CF VIII Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of CF VIII Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to CF VIII’s public stockholders upon the redemption of the CF VIII Public Shares in the event CF VIII does not complete an initial business combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

CF VIII has previously identified a material weakness in its internal control over financial reporting. If CF VIII (or following the Business Combination, the Combined Entity) is unable to maintain an effective system of internal control over financial reporting, CF VIII (or following the Business Combination, the Combined Entity) may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence and materially and adversely affect business and operating results.

As described in Note 1 to the December 31, 2021 audited financial statements of CF VIII included in CF VIII’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, CF VIII reevaluated (i) the accounting treatment of the CF VIII Public Warrants, the CF VIII Placement Warrants and the Forward Purchase Securities and determined that such warrants and Forward Purchase Securities do not meet the conditions of equity classification and accordingly, should be recorded as liabilities on CF VIII’s balance sheet, and (ii) its accounting of the CF VIII Public Shares, in connection with which it determined that the redeemable CF VIII Public Shares should be reclassified from permanent equity to temporary equity. In connection with such assessments, CF VIII determined it was appropriate to restate its previously reported balance sheet as of March 16, 2021 and previously filed Forms 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively, the “Restatements”). In connection with the foregoing developments and as a result of the Restatements, CF VIII identified a material weakness in its internal control over financial reporting related to the accounting for complex financial instruments as of December 31, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary to provide reliable financial reports and prevent fraud.

The material weakness described above was remediated as of June 30, 2022, as further described in CF VIII’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the SEC on August 15, 2022.

If CF VIII or its management (or following the Business Combination, the Combined Entity) identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, it may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and its stock price may decline as a result. There can be no assurances that the measures CF VIII has taken to date, or any measures it (or following the Business Combination, the Combined Entity) may take in the future, will be sufficient to avoid potential future material weaknesses.

CF VIII’s financial statements express substantial doubt about CF VIII’s ability to continue as a going concern.

For the three months ended March  31, 2023, conditions existed that raised substantial doubt about CF VIII’s ability to continue as a going concern. CF VIII currently has until September 16, 2023 (or such earlier date as determined by the CF VIII Board) to consummate an initial business combination. CF VIII’s mandatory liquidation date, if an initial business combination is not consummated, raises substantial doubt about the ability to continue as a going concern. CF VIII’s consolidated financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should CF VIII be unable to continue as a going concern. In the event of a mandatory liquidation, within ten business days, CF VIII will redeem the CF VIII 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 pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding CF VIII Public Shares.

CF VIII is an “emerging growth company” within the meaning of the Securities Act and it has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make the Combined Entity’s securities less attractive to investors and may make it more difficult to compare the Combined Entity’s performance with other public companies.

CF VIII is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act and has taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result, CF VIII Stockholders may not have access to certain information they may deem important. There can be no assurances whether investors will find CF VIII’s or the Combined Entity’s securities less attractive because CF VIII and, following the Closing, the Combined Entity rely on these exemptions. If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of the Combined Entity’s securities may be lower than they otherwise would be, there may be a less active trading market for the Combined Entity’s securities and the trading prices of the securities may be more volatile.

Further, 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 an election to opt out is irrevocable. CF VIII has 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, CF VIII, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison

of its financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Pursuant to the JOBS Act, CF VIII’s (and following the Closing, the Combined Entity’s) independent registered public accounting firm will not be required to attest to the effectiveness of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as it is an “emerging growth company”.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of internal controls over financial reporting, and generally requires in the same report a report by a public company’s independent registered public accounting firm on the effectiveness of its internal controls over financial reporting. Following the Business Combination, the Combined Entity will continue to be required to provide management’s attestation on internal controls effective with respect to the year ended December 31, 2023, in accordance with applicable SEC guidance.

However, under the JOBS Act, CF VIII’s (and following the Closing, the Combined Entity’s) independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until it is no longer an “emerging growth company.” The Combined Entity could be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following March 16, 2026, the fifth anniversary of the IPO, (b) in which the Combined Entity has total annual gross revenue of at least $1.235 billion, (c) the Combined Entity’s non-convertible debt issued within a three year period exceeds $1 billion, or (d) if the market value of the Combined Entity’s shares that are held by non-affiliates exceeds $700 million on the last day of its second fiscal quarter.

Legal proceedings in connection with the Business Combination or otherwise, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination or otherwise adversely impact CF VIII, the Combined Entity, or their respective stockholders.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Legal proceedings instituted against XBP Europe, Exela, CF VIII, or their respective officers or directors could delay or prevent the Business Combination from becoming effective within the expected timeframe and could result in, among other things, damages, and/or awards of attorneys’ fees or expenses.

The provision of the Combined Entity Charter that authorizes the Combined Entity Board to issue preferred stock from time to time based on terms approved by the Combined Entity Board may delay, defer or prevent a tender offer or takeover attempt that public stockholders might consider in their best interest.

The provision of the Combined Entity Charter that authorizes the Combined Entity Board to issue preferred stock from time to time based on terms approved by the Combined Entity Board may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest. Authorized but unissued preferred stock may enable the Combined Entity Board to render it more difficult or to discourage an attempt to obtain control of the Combined Entity and thereby protect continuity of or entrench its management, which may negatively impact the market price of the Common Stock. If, in the due exercise of its fiduciary obligations, for example, the Combined Entity Board was to determine that a takeover proposal was not in the best interests of the Combined Entity, such preferred stock could be issued by the Combined Entity Board without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or an insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

The Combined Entity Charter contains forum limitations for certain disputes between the Combined Entity and its stockholders that could limit the ability of stockholders to bring claims against the Combined Entity or its directors, officers and employees in jurisdictions preferred by stockholders.

The Combined Entity Charter provides that, unless the Combined Entity consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (i) any derivative lawsuit brought on the Combined Entity’s behalf, (ii) any lawsuit against the Combined Entity’s current or former directors, officers, employees or stockholders asserting a breach of a fiduciary duty owed by any such person to the Combined Entity or its stockholders, (iii) any lawsuit asserting a claim arising under any provision of the DGCL, the Combined Entity Charter or the Combined Entity Bylaws (each, as in effect from time to time), or (iv) any lawsuit governed by the internal affairs doctrine of the State of Delaware. The foregoing forum provisions do not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. The Combined Entity Charter also provides that, unless the Combined Entity consents in writing to the selection of an alternative forum, the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Following the Closing, the foregoing forum provisions may prevent or limit a stockholder’s ability to file a lawsuit in a judicial forum that it prefers for disputes with the Combined Entity or its directors, officers, employees or stockholders, which may discourage such lawsuits, make them more difficult or expensive to pursue, and result in outcomes that are less favorable to such stockholders than outcomes that may have been attainable in other jurisdictions, although stockholders will not be deemed to have waived the Combined Entity’s compliance with federal securities laws and the rules and regulations thereunder.

There is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act because Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act claims.

In addition, notwithstanding the inclusion of the foregoing forum provisions in the Combined Entity Charter, courts may find the foregoing forum provisions to be inapplicable or unenforceable in certain cases that the foregoing forum provisions purport to address, including claims brought under the Securities Act. If this were to occur in any particular lawsuit, the Combined Entity may incur additional costs associated with resolving such lawsuit in other jurisdictions or resolving lawsuits involving similar claims in multiple jurisdictions, all of which could harm the Combined Entity’s business, results of operations, and financial condition.

The Combined Entity does not expect to declare any dividends in the foreseeable future.

After the Closing, the Combined Entity does not anticipate declaring any cash dividends to holders of its Common Stock in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

The proposed Business Combination may be subject to regulatory review and approval requirements, including by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).

The Business Combination may be subject to regulatory review and approval requirements. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information, access or governance rights involved. Prior to the closing of the Business Combination, XBP Europe, which is a corporation formed under the laws of the State of Delaware, is controlled by Exela, a public company listed on Nasdaq. Upon the completion of the Business Combination, no foreign persons are expected to have “control” over XBP Europe, as that term is defined in the CFIUS regulations at 31 C.F.R. § 800.208. Although no CFIUS-related delays are anticipated, and it is not mandatory to submit a CFIUS filing with respect to the Business Combination, CFIUS may decide to review the transaction, to block or delay the Business Combination, or to impose conditions with respect to it. If the Business Combination is unable to be consummated within the applicable time period required, including as a result of extended regulatory review, CF VIII will redeem the CF VIII

Public Shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of CF VIII’s remaining shareholders and the CF VIII Board, liquidate and dissolve, subject in each case to CF VIII’s obligations under applicable law. In such event, the CF VIII Stockholders will miss the opportunity to consider an investment in the Combined Entity and the Warrants will be worthless.

If CF VIII is deemed to be an investment company for purposes of the Investment Company Act, it would be required to institute burdensome compliance requirements and its activities would be severely restricted. As a result, in such circumstances, unless CF VIII is able to modify its activities so that it would not be deemed an investment company, it may abandon its efforts to complete the Business Combination and instead liquidate.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to the circumstances in which special purpose acquisition companies (“SPACs”) such as CF VIII could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement, which CF VIII is unable to achieve.

If CF VIII is deemed to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, it would be subject to burdensome compliance requirements. CF VIII does not believe that its principal activities will subject it to regulation as an investment company under the Investment Company Act. However, if CF VIII is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, it would be subject to additional regulatory burdens and expenses for which it has not allotted funds. As a result, unless CF VIII is able to modify its activities so that it would not be deemed an investment company, it may be unable to complete the Business Combination and could be required to liquidate. Were CF VIII to liquidate, the Warrants would expire worthless, and its securityholders would lose the investment opportunity associated with an investment in the Combined Entity, including any potential price appreciation of its securities.

To mitigate the risk that CF VIII might be deemed to be an investment company for purposes of the Investment Company Act, on March 16, 2023 CF VIII instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of its initial business combination or liquidation. As a result, following the liquidation of investments in the Trust Account, CF VIII will likely receive less interest on the funds held in the Trust Account than it was previously earning. In addition, interest previously earned on the funds held in the Trust Account still may be released to CF VIII to pay its taxes. As a result, holders of CF VIII Public Shares will likely receive less upon any redemption or liquidation of CF VIII than what they would have received had the investments not been liquidated.

Risks Related to the CF VIII Share Redemption

Public stockholders who wish to redeem their CF VIII Public Shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If CF VIII Stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their CF VIII Public Shares for a pro rata portion of the funds held in the Trust Account.

A CF VIII public stockholder will be entitled to receive cash for any CF VIII Public Shares to be redeemed only if such CF VIII public stockholder: (1)(a) holds CF VIII Public Shares, or (b) if the CF VIII public stockholder holds CF VIII Public Shares through CF VIII Units, the CF VIII public stockholder elects to separate its CF VIII Units into the underlying CF VIII Public Shares and CF VIII Warrants prior to exercising its redemption rights with respect to the CF VIII Public Shares; (2) prior to 5:00 p.m. Eastern Time on August 22,

2023 (two (2) business days before the Special Meeting) submits a written request to Continental, the Transfer Agent, that CF VIII redeems all or a portion of its CF VIII Public Shares for cash, affirmatively certifying in its request if it “IS” or “IS NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of CF VIII Common Stock; and (3) delivers its CF VIII Public Shares to the Transfer Agent physically or electronically through DTC. In order to obtain a physical share certificate, a stockholder’s broker or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. It is CF VIII’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because CF VIII does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public stockholders who wish to redeem their CF VIII Public Shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the Business Combination is consummated, and if a CF VIII public stockholder properly exercises its right to redeem all or a portion of the CF VIII Public Shares that it holds, including timely delivering its shares to the Transfer Agent, such CF VIII Public Shares will be redeemed for a per-share price, payable in cash calculated as of two (2) business days prior to the consummation of the Business Combination, including interest (net of taxes payable). Please see the section titled “Special Meeting of CF VIII Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If a CF VIII public stockholder fails to receive notice of CF VIII’s offer to redeem CF VIII Public Shares in connection with the Business Combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite CF VIII’s compliance with the proxy rules, a CF VIII public stockholder fails to receive CF VIII’s proxy materials, such CF VIII public stockholder may not become aware of the opportunity to redeem his, her or its CF VIII Public Shares. In addition, the proxy materials that CF VIII is furnishing to holders of CF VIII Public Shares in connection with the Business Combination describe the various procedures that must be complied with in order to validly redeem the CF VIII Public Shares. In the event that a CF VIII public stockholder fails to comply with these procedures, its CF VIII Public Shares may not be redeemed. Please see the section titled “Special Meeting of CF VIII Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Former CF VIII Stockholders who redeemed their shares of CF VIII Class A Common Stock in connection with the Extensions and CF VIII Stockholders who redeem their shares of CF VIII Class A Common Stock in connection with the Business Combination will continue to hold any CF VIII Warrants they own, which will result in additional dilution to holders of Common Stock upon any exercise of such Warrants.

Former CF VIII Stockholders who redeemed their shares of CF VIII Class A Common Stock in connection with the Extensions and CF VIII Stockholders who redeem their shares of CF VIII Class A Common Stock in connection with the Business Combination will continue to hold CF VIII Warrants they owned prior to such redemptions, which will result in additional dilution to non-redeeming holders upon any exercise of such Warrants. Assuming all outstanding CF VIII Public Shares are redeemed in connection with the Business Combination, there would still be outstanding 6.25 million CF VIII Public Warrants, with an aggregate value of approximately $312,500, based on the closing price of $0.05 of the CF VIII Warrants as of June 26, 2023. In the event holders of the CF VIII Public Warrants (or holders of the CF VIII Private Warrants) subsequently exercise their Warrants, holders of shares of Common Stock would suffer dilution in their percentage ownership and voting interest of the Combined Entity.

The Combined Entity may redeem unexpired CF VIII Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your CF VIII Public Warrants worthless.

The economic terms of the CF VIII Private Warrants are identical to those of the CF VIII Public Warrants. However, unlike the CF VIII Public Warrants, the CF VIII Private Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will not be redeemable by the Combined Entity so long as they are held by the Sponsor or its permitted transferees (which are, generally, officers, directors, or affiliates of CF VIII or the Sponsor, or any of their family members, or certain other related persons). The Sponsor, or its permitted transferees, has the option to exercise the CF VIII Private Warrants on a cashless basis.

If the CF VIII Private Warrants are held by holders other than the Sponsor or its permitted transferees, the CF VIII Private Warrants will be redeemable by the Combined Entity in all redemption scenarios and exercisable by the holders on the same basis as the CF VIII Public Warrants.

Following the Business Combination, the Combined Entity may redeem the Warrants (other than the CF VIII Private Warrants so long as they are held by the Sponsor or a permitted transferee) prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of the Warrants. The Combined Entity will have the ability to redeem outstanding Warrants (other than with respect to the CF VIII Private Warrants as described herein) at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period ending on the third trading day prior to the date on which a notice of redemption is sent to the holders of the Warrants. The Combined Entity may not redeem the Warrants as described above unless a registration statement under the Securities Act covering the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Combined Entity, if the Combined Entity has elected to require the exercise of Warrants on a cashless basis, the Combined Entity may not redeem the Warrants as described above if the issuance of Common Stock issuable upon exercise of the Warrants is not exempt from registration or qualification under applicable state securities laws or the Combined Entity is unable to effect such registration or qualification. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then current market price when you might otherwise wish to hold your Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. The closing price for the CF VIII Class A Common Stock as of June 26, 2023 was $10.77. To date, the CF VIII Class A Common Stock closing price has never exceeded the $18.00 threshold that, if exceeded for 20 trading days within any 30 trading-day period following the Closing, would trigger the right to redeem the Warrants.

The Combined Entity may only call the Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each registered holder pursuant to the terms of the CF VIII Warrant Agreement, provided that holders will be able to exercise their Warrants prior to the time of redemption and, at the election of the Combined Entity, any such exercise may be required to be on a cashless basis. In the event that the Combined Entity elects to redeem all of the Warrants, the Combined Entity will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Entity not less than 30 days prior to such date to the registered holders of the redeemable CF VIII Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the CF VIII Warrant Agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. The Combined Entity is not contractually obligated to notify investors when its Warrants become eligible for redemption, and does not intend to so notify investors upon eligibility of the Warrants for redemption.

A new 1% U.S. federal excise tax could be imposed on the Combined Entity in connection with redemptions of CF VIII Class A Common Stock by CF VIII Stockholders.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On December 27, 2022, the Internal Revenue Service issued a notice of its intention to issue proposed regulations providing additional guidance with respect to the excise tax. The notice states that the excise tax does not apply to repurchases that occur in the taxable year in which the publicly traded corporation liquidates and dissolves.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement.

Introduction

The following unaudited pro forma condensed combined balance sheet as of March 31, 2023 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and the three months ended March 31, 2023 present the historical financial statements of XBP Europe and CF VIII, adjusted to reflect the Business Combination and its related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

The unaudited pro forma condensed combined balance sheet as of March 31, 2023 combines the historical balance sheet of XBP Europe and the historical balance sheet of CF VIII, on a pro forma basis as if the Business Combination, summarized below, had been consummated on March 31, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 and for the three months ended March 31, 2023 combine the historical statements of operations of XBP Europe, including autonomous entity adjustments which are presented separately, and the historical statements of operations of CF VIII for such periods, on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2022.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial statements;

•        the historical audited combined financial statements of XBP Europe as of and for the year ended December 31, 2022 and the related notes and the historical unaudited combined financial statements of XBP Europe as of and for the three months ended March 31, 2023 and the related notes included elsewhere in this proxy statement; the historical audited consolidated financial statements of CF VIII as of and for the years ended December 31, 2022 and the related notes and the historical unaudited combined financial statements of CF VIII as of and for the three months ended March 31, 2023 and the related notes included elsewhere in this proxy statement;

•        the discussion of the financial condition and results of operations of XBP Europe and CF VIII in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of XBP Europe” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CF VIII,” respectively; and

•        other information relating to XBP Europe and CF VIII contained in this proxy statement, including the Merger Agreement and the description of certain terms thereof set forth in the section entitled “The Business Combination Proposal — The Merger Agreement.”

Description of the Business Combination and Related Transaction

On October 9, 2022, CF VIII, Merger Sub, BTC International and XBP Europe entered into the Merger Agreement. Pursuant to the Merger Agreement, upon the Closing, Merger Sub will merge with and into XBP Europe, with XBP Europe surviving as a direct wholly owned subsidiary of CF VIII. As a result of the Merger, (i) each share of capital stock of Merger Sub will automatically be converted into an equal number of shares of common stock of XBP Europe, (ii) each share of stock of XBP Europe will be cancelled and exchanged for the right to receive a number of shares of CF VIII Class A Common Stock equal to (a) the quotient of (1) (A) the sum of $220,000,000 minus (B) the Company Closing Indebtedness (as defined in the Merger Agreement) divided by (2) $10.00 plus (b) 1,330,650, and (iii) CF VIII will amend its charter to, among other matters, change its name to XBP Europe Holdings, Inc. The Sponsor agreed that the 537,500 CF VIII Placement Shares and 135,000 CF VIII Placement Warrants it holds will not be sold or transferred until 30 days after CF VIII has completed a business

combination, and the Sponsor agreed that the 6,228,000 Founder Shares it holds (of which it will forfeit 733,400 upon consummation of the Business Combination) will not be sold or transferred until the earlier of the one year anniversary of CF VIII’s initial business combination and the date on which the Combined Entity completes certain material transactions that result in all of the Combined Entity’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Additionally, in accordance with the Ultimate Parent Support Agreement, related party receivable in the amount of $12,148,777 will be eliminated at the Closing, along with the elimination of related party notes payable in the amount of $11,163,944 and a reduction of related party payables in the amount of $15,796,897, with a corresponding impact to additional paid-in capital. Also, in accordance with the Ultimate Parent Support Agreement, related party payables were further reduced by $4,182,900 in consideration for the issuance of Common Stock to the Ultimate Parent with a corresponding increase to Common Stock of $418 and additional paid-in capital in the amount of $4,182,482.

The terms of the Merger Agreement, which contain customary representations, warranties, covenants, closing conditions, and other terms relating to the Business Combination are summarized in the section entitled “The Business Combination Proposal.”

The unaudited pro forma condensed combined financial information contained herein assumes that CF VIII Stockholders approve the Business Combination. CF VIII Stockholders may elect to redeem their CF VIII Public Shares for cash even if they approve the Business Combination. CF VIII cannot predict how many of its public stockholders will exercise their right to have their CF VIII Public Shares redeemed for cash. As a result, the unaudited pro forma condensed combined financial statements present three redemption scenarios as follows:

•        Assuming No Redemptions — This presentation assumes that no CF VIII public stockholders exercise redemption rights with respect to their CF VIII Public Shares for a pro rata share of the funds in the Trust Account;

•        Assuming 50% Redemptions — This presentation assumes that CF VIII public stockholders holding 718,295 shares of CF VIII Class A Common Stock will exercise their redemption rights for an aggregate payment of $7,734,746 (based on an estimated redemption price of approximately $10.77 per share) from the Trust Account. Such amount represents 50% of the issued and outstanding CF VIII Public Shares. Assuming 50% redemptions, net cash received from the Trust Account would be approximately $7,734,746. This net cash amount to be received is calculated as the difference of the total amount in the Trust Account as of March 31, 2023 of $15,469,492 minus the estimated redemption amount of $7,734,746. This Trust Account amount assumes no interest is withdrawn to pay taxes and does not include any contributions to the Trust Account made after March 31, 2023 pursuant to the Third Extension Loan; and

•        Assuming 100% Redemptions — This presentation assumes that CF VIII public stockholders holding all 1,436,589 CF VIII Public Shares will exercise their redemption rights for an aggregate payment of $15,469,492 (based on the estimated redemption price of approximately $10.77 per share) from the Trust Account. Assuming 100% redemptions, there would be no net cash received from the Trust Account. This amount assumes no interest is withdrawn to pay taxes and does not include any contributions to the Trust Account made after March 31, 2023 pursuant to the Third Extension Loan.

The actual results will likely be within the parameters described by the three scenarios; however, there can be no assurance regarding which scenario will be closer to the actual results. Under each scenario, CF VIII will be treated as the “acquired” company for financial reporting purposes, as further discussed in Note 1 of the Notes to the Unaudited Pro Forma Combined Financial Information.

The following summarizes the pro forma number of shares of Common Stock outstanding following the consummation of the Business Combination and the Forward Purchase Securities under three separate redemption scenarios, discussed further in the sections below:

____________

(1)      Shares were calculated assuming Company Closing Indebtedness (as defined in, and calculated in accordance with the terms of, the Merger Agreement) of $20,368,167, representing the amount of such indebtedness as of March 31, 2023.

(2)      Includes 5,516,600 Founder Shares (after forfeiting 733,400 Founder Shares), 540,000 CF VIII Placement Shares, 1,250,000 Forward Purchase Shares and assumes 912,055 shares are issued to the Sponsor upon Closing as payment in full for outstanding Sponsor loans and out-of-pocket expenses incurred by the Sponsor on behalf of CF VIII (based on $9,120,545 owed by CF VIII to the Sponsor as of March 31, 2023, at an issuance price of $10.00 per share).

The unaudited pro forma condensed combined financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what XBP Europe’s financial condition or results of operations would have been had XBP Europe operated historically as a company independent of Exela, or if the Business Combination and related transactions had occurred on the dates indicated. The unaudited pro forma combined financial information also should not be considered representative of XBP Europe’s future combined financial condition or combined results of operations.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2023
(in thousands except share and per share data)