View:
United States securities and exchange commission logo
March 15, 2023
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re: CF Acquisition
Corp. VIII
Preliminary Proxy
Statement on Schedule 14A
Filed February 13,
2023
File No. 001-40206
Dear Howard Lutnick:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Cover Page
1. Please refer to the
proxy statement cover page and the first cover page legend. We note
the reference to "until
the registration statement filed with the Securities and Exchange
Commission (the SEC
) is effective." We also note the second to last paragraph
references "securities
to be issued under the accompanying proxy statement." Please
revise the respective
legends or advise why the legends reference a registration statement
and the issuance of
securities pursuant to a proxy statement.
Frequently Used Terms, page iv
2. Please revise your
definition of "Expiration Date" to briefly expand your disclosure to
specify a date or other
time period or calculation for the company to consummate a
business transaction
pursuant to the CF VIII Charter. We note the subsequent defined
terms including "First
Extension" and "Second Extension." Additionally, we note your
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
March NameCF Acquisition Corp. VIII
15, 2023
March2 15, 2023 Page 2
Page
FirstName LastName
proxy statement filed February 14, 2023 seeking to extend the date by
which the company
must complete with business combination with XBP Europe or take other
certain actions.
Please revise accordingly.
3. Please revise your definition of "Ultimate Parent" to briefly describe
the relationship with
ETI-XCV Holdings, LLC and provide general context for this entity. We
note your
disclosure on page 21 that states that ETI-XCV Holdings, LLC is "an
indirect parent of
BTC International and wholly owned subsidiary Exela" for example.
Questions and Answers About The Proposals, page 3
4. CF&Co. appears to have related-party interests and conflicts of
interests on both sides of
the proposed transaction. Please revise to include a separate question
and answer
addressing CF&Co. history (i.e., sponsor, underwriter, etc.) with both
companies (i.e., the
SPAC and Exela). Please include enough information so that Public
Stockholders can
clearly understand the overlapping interests.
5. We note that certain CF VIII officers and directors may own a material
interest in the
Sponsor. Please revise this section to include a discussion of these
interests and quantify
the aggregate ownership interest. Clarify, if true, that the insiders
to which you make
references, including with regard to "Interests of Certain Persons" on
page 29, are the
parties to the Sponsor Support Agreement and Forward Purchase
Agreement and refer
readers to information you provide about these agreements.
Q. What equity stake will holders of CF VIII Public Shares..., page 4
6. Please revise the included tables to include all potential sources of
dilution to Public
Stockholders in connection with the proposed transaction. In this
regard, we note that the
tables do not include shares to be issued pursuant to the Forward
Purchase Contact.
Q. What vote is required to approve the Proposals Presented at the Special
Meeting?, page 7
7. We note that here and elsewhere throughout your proxy statement you
state that "[t]he
Sponsor currently holds 69.4% of the issued and outstanding shares of
CF VIII Common
Stock..." We note that as disclosed in the Form 8-K filed March 7,
2023, due to a recent
conversion of Class B common stock of the company, the Sponsor now
holds 65.2% of
your issued and outstanding Class A Common Stock. Please revise your
disclosure
throughout your proxy statement to provide the current percentage of
shares held by the
Sponsor as well as provide any additional revisions to your disclosure
as a result of the
conversion, for example, but not limited to the redemption scenario
disclosure and tables
on pages 4 - 6.
Q. What interests do the Sponsor and CF VIII's current officers and
directors..., page 8
8. We note your disclosure in the third to last paragraph under this
question, that states
"[u]pon completion of the Business Combination, it is not anticipated
that any persons
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
March NameCF Acquisition Corp. VIII
15, 2023
March3 15, 2023 Page 3
Page
FirstName LastName
associated with CF VIII will be employed by the Combined Entity..."
Please revise this
section to disclose whether any persons associated with CF VIII
anticipate serving on the
Combined Entity board of directors and would, therefore, potentially
receive
compensation in their role as a director. We note that the Combined
Entity will have a
classified board consisting of three classes of directors, whose
re-election will be held in
respective yearly increments.
Q. Did the CF VIII Board obtain a fairness opinion (or any similar report or
appraisal)...?, page
10
9. Please revise this Q&A to provide a cross-reference to the related
risk factor regarding the
decision not to obtain a fairness opinion or other report or appraisal
in connection with
your determination to approve the Business Combination. We note your
risk factor
disclosure under the heading "Neither the CF VIII Board not any
committee thereof
obtained a fairness opinion..." on page 61.
Summary of the Proxy Statement
CF VIII Board's Reasons for the Approval of the Business Combination, page 24
10. We note that in this section you first state that one of the reasons
the CF Board determined
that pursuing a potential business combination with XBP Europe would
be an attractive
opportunity for CF VIII and its stockholders was the fact that XBP
Europe "has an
attractive, largely stable and significant base of clients..."
However, in the subsequent
section disclosing the various other risks associated with the
business, your disclose that
part of the revenue decline in XBP Europe's business is due to a loss
of clients..." Please
reconcile these statements and/or provide a brief discussion here and
throughout your
disclosure, as appropriate, regarding the loss of clients, including
any connection to the
COVID-19 pandemic or other market forces.
11. In the first bullet point at the top of page 25, you state that "[f]or
the 12 months ended
June 30, 2022, XBP Europe had revenue of approximately $200 million
and Adjusted
EBITDA of approximately $23 million." However, it appears the XBP
Europe operates on
a December 31 fiscal year end. Please reconcile and revise this
statement to reflect the
company's fiscal year results or otherwise describe why this 12 month
period is
meaningful as compared to fiscal year end. Additionally, we note that
XBP Europe has
consistently had net losses for the most recent interim and audit
periods. Please advise if
the CF VIII Board considered such net losses in its analysis of XBP
Europe's existing
operations.
Organizational Structure, page 31
12. We note that the diagram of the organization structure of the Combined
Entity upon
consummation of the Business Combination reflects that BTC
International Holdings, Inc.
and the Combined Entity Shareholders will share ownership of XBP
Europe Holdings,
Inc. Please revise your disclosure to clarify the percentage ownership
of the various
Howard Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 4
shareholder contingency groups, i.e., Exela, Sponsor and Public
Stockholders. Additionally, please revise the Combined Entity diagram
to disclose your
status as a controlled company under Nasdaq listing standards after
the closing of the
Business Combination.
Risk Factors, page 46
13. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
Risk Related to XBP Europe and the Business Combination
XBP Europe relies on Exela, which is a highly leveraged public company..., page
47
14. We note your risk factor disclosure regarding Exela describes the
company as not only
highly-leveraged, but also that it faces doubt about its ability to
continue as a going
concern. Please revise the risk factor title here to reflect the same.
Additionally, please
revise your disclosure elsewhere throughout your proxy statement where
you describe
Exela to be "highly-leveraged" to also state that it faces doubt as to
its ability to continue
as a going concern. Further, please revise your disclosure on page 26
in the bullet titled
"Exela Capital Structure" to provide a cross-reference to this risk
factor.
Risks Related to CF VIII and the Business Combination, page 59
15. Please revise your disclosure to discuss the material risk to
unaffiliated investors
presented by taking the company public through a merger rather than an
underwritten
offering, including the absence of due diligence conducted by an
underwriter that would
be subject to liability for any material misstatements or omissions in
this registration
statement.
The public LastNameHoward
FirstName stockholders of CF Lutnick
VIII will experience dilution as a
consequence..., page 62
Comapany
16. NameCF
Please Acquisition
revise the risk factorCorp. VIII here to discuss the "50%
redemptions" scenario
discussion
March together
15, 2023with
Pagethe4 current disclosure assuming no redemptions and "100%
redemptions."
FirstName LastName
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
March NameCF Acquisition Corp. VIII
15, 2023
March5 15, 2023 Page 5
Page
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Transaction Accounting Adjustments
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of
September
30, 2022, page 96
17. Please expand your description in Note (E) to the pro forma balance
sheet to explain the
circumstances that resulted in the change of classification of the
public warrants and
warrants from Forward Purchase Contract from liability to equity upon
closing of the
business combination.
18. Refer to Note (F). Please address the following:
Separately present the adjustments for a) the reclassification of
CF VIII Class
A Common Stock subject to possible redemption to permanent equity,
and b) the
reclassification of XBP Europe's historical equity and issuance of
21,828,929 of CF
VIII Class A Common Stock.
Revise to reflect Class A Common Stock pro forma adjustment for a)
the
reclassification of CF VIII Class A Common Stock subject to
possible redemption to
permanent equity, and b) the reclassification of XBP Europe's
historical equity and
issuance of 21,828,929 of CF VIII Class A Common Stock.
The number of shares associated with the reclassification of XBP
Europe's historical
equity and issuance of CF VIII Class A Common Stock, 21,828,929
shares, appear to
include those issued in accordance with Note M (the Ultimate
Parent Support
Agreement). Please revise to exclude the shares issued in
accordance with
the Ultimate Parent Support Agreement as it is already reflected
by Note M.
19. Please revise Note (J) to reflect Class A Common Stock pro forma
adjustment
amount for the reclassification of CF VIII Class A Common Stock
subject to possible
redemption to permanent equity under the "50% Redemption Scenario."
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of
Operations, page
97
20. Please tell us, in sufficient detail, how you calculated the
weighted-average shares used in
computing net income (loss) per share for all periods and scenarios
presented in Note T.
In this respect, tell us why these shares do not agree with those on
page 82 considering
these shares were presumably calculated on a pro forma basis as if the
business
combination had been consummated on January 1, 2021. In addition, tell
us how
weighted average number of shares of common stock outstanding
information included at
the bottom of each unaudited pro forma statement of operations was
calculated as the sum
of weighted average number of shares does not appear to agree to the
respective total.
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
March NameCF Acquisition Corp. VIII
15, 2023
March6 15, 2023 Page 6
Page
FirstName LastName
The Business Combination Proposal
Background of the Business Combination, page 121
21. Please revise your disclosure to list each significant person present
at each meeting,
including but not limited to, the representatives of Exela and CF&Co.
that were present
for the meeting in July 2022; the representatives of Cantor, CF&Co.
and Exela on behalf
of CF VIII and XBP Europe, respectively, that were present at the
introductory meeting
on August 8, 2022; and the representatives of CF VIII and XBP Europe
present for
various telephonic conferences conducted from September 16, 2022
through October 9,
2022. In this regard, we note that CF&Co. and Cantor appear to have
played a significant
role in the identification of the target and certain negotiations, on
behalf of CF VIII,
without the participation of CV VIII directors and officers. Please
revise to specifically
clarify CF&Co. and Cantor's role in all negotiations and who
participated in such
negotiations.
22. Please revise your disclosure to include a discussion of any
additional meetings or other
communications between CF VIII and XBP Europe between the initial
meeting of
representatives of Exela and CF&Co. in July 2022 regarding XBP Europe
as an attractive
target for CF VIII to pursue and/or activities CF VIII engaged in
regarding its search for a
target, generally. We note that on the next disclosed meeting date of
August 8, 2022,
described as an introductory meeting, Exela provided CF VIII with
access to a virtual data
room containing diligence materials that same day.
23. Please revise your disclosure to expand your discussion regarding what
the "additional
information regarding XBP Europe" Exela provided at the August 8, 2022
introductory
meeting and whether this information included any financial models or
projections of any
kind. We note your disclosure regarding "Certain Forecasted
Information for XBP
Europe" beginning on page 130, including references to "Initial 2022
Estimates" and the
"Revised 2022 Estimates."
24. Please elaborate on the market valuations for companies similar to XBP
Europe that CF
VIII and CF&Co. used in their evaluation of XBP Europe conducted
between August 8,
2022 through August 23, 2022. Additionally, please disclose whether
this evaluation was
presented as a report or other document to the CF VIII Board at the
August 10, 2022
meeting of the CF VIII Board and the CF VIII Audit Committee or
otherwise delivered to
these parties for review and consideration. In this regard, we note
that CF&Co. selected
certain comparable companies and precedent transactions which were
provided to CF
VIII. Please revise this section to clarify in greater detail the role
CF&Co. played in
evaluating the proposed transaction.
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
March NameCF Acquisition Corp. VIII
15, 2023
March7 15, 2023 Page 7
Page
FirstName LastName
25. We note your disclosure that reflects exchanges of multiple drafts of
the LOI as well as a
summary of key matters discussed. Amend your disclosure to describe
the material terms
these discussions, including the positions of the parties and how the
material terms that
were negotiated by the parties evolved throughout this period,
especially with regard to
the enterprise value of XBP Europe, consideration to be received,
forfeiture of shares by
the Sponsor, etc. Please include enough detail so that Public
Stockholders can fully
understand how the final terms of the LOI were determined.
26. Disclose who proposed the total enterprise value of XBP Europe of $220
million, as
contained in the LOI executed on August 23, 2022, and how it was
determined.
CF VIII Board's Reasons for the Approval of the Business Combination, page 125
27. Please revise your disclosure to highlight the risk that the Sponsor
will benefit from the
completion of the business combination and may be incentivized to
complete an
acquisition of a less favorable target company or on terms less
favorable to stockholders
rather than liquidate.
28. Please clarify if the Sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC stockholders experience a negative rate
of return in the
post-business combination company.
29. Please refer to the third bullet on page 126. We note your disclosure
that CF VIII
Stockholders will have acquired their shares in the Combined Entity at
an "attractive
valuation." Please revise to discuss in greater detail what an
"attractive valuation" means
in the context of this transaction. Please include enough detail so
that Public Stockholders
can understand why this is an attractive valuation, i.e. what is the
frame of reference or the
comparison points (peer companies, comparable transactions, etc.).
Certain Forecasted Information for XBP Europe, page 130
30. We note that XBP Europe provided CF VIII and CF&Co. with certain
projections. Please
revise to include the projections here and disclose any material
assumptions necessary to
understand such projections.
31. Based on the disclosure in this section (i.e., Comparable Company
Analysis and Precedent
Transaction Analysis), it appears that CF&Co. provided CF VIII and its
board with a
report materially related to the transaction. In this regard, it
appears that CF& Co.
selected the comparable companies and transactions. In a separate
section, please revise
to fully summarize the report and provide the information required by
Item 14(b)(6) of
Schedule 14A. Please provide the required disclosure or,
alternatively, provide us with
your analysis regarding why CF&Co.'s comparable companies and
transactions selections
and associated data should not be considered a report under Item
14(b)(6) of Schedule
14A and provide us supplementally with any board books or other
materials prepared by
CF&Co. which were delivered to CF VIII and its board. In this regard,
we note your
disclosure on page 24 that the CF VIII board considered the "financial
and valuation
Howard Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 8
analyses of XBP Europe and the Business Combination utilizing
information provided by
XBP Europe and publicly available information presented by CF&Co. to
the CF VIII
Board in CF&Co. s capacity as financial advisor to CF VIII."
32. Please refer to the Comparable Company Analysis section. Please revise
to clarify how
the pre-transaction value of XBP Europe was determined to be $220
million.
Additionally, for each comparable company, please revise to disclose
the underlying data
used in the chart on page 131. For example, disclose each company's
enterprise value,
revenue, and EBITDA and explain in greater detail how the resulting
multiples were
selected for each sub-category.
33. Please refer to the Precedent Transaction Analysis section. Please
revise to disclose all 36
precedent M&A transactions and the associated underlying data for
each. Additionally,
please revise to specifically identify the fourteen and nine precedent
M&A transactions,
respectively, used for comparison purposes related to LTM revenue and
LTM EBITDA.
Information About XBP Europe
Overview, page 173
34. Please revise your disclosure in this section, or where appropriate,
to briefly expand your
discussion of the meaning and application of the "broader open banking
initiatives" that
are beneficial to the expansion of the XBP Europe business.
About XBP Europe
Regulation and Compliance, page 182
35. Please revise your disclosure in this section to brief describe specific
regulations you are
subject to and the regulatory bodies who exercise oversight of your
business. We note that
you operate in the banking and financing industry, a highly-regulated
industry, as well
reference being subject to certain long-arm international sanctions
regimes (e.g., OFAC)
with regard to your cross-border payments services. In this regard, we
note your risk
factor beginning with "XBP Europe's business is subject to government
regulation and
oversight..." on page 56. Please revise this risk factor to discuss with
greater specificity
laws, regulations, regulatory bodies or other governmental regulation or
oversight that
relate to this risk factor as well as provide greater detail around your
statement that
"[f]inancial 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
FirstName LastNameHoward Lutnick
regulations differently than they have in the past and/or may increase
their oversight over
Comapany
XBPNameCF
Europe sAcquisition Corp. VIII
business practices, in each case in a manner adverse
to XBP Europe s
March business."
15, 2023 Page 8
FirstName LastName
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
March NameCF Acquisition Corp. VIII
15, 2023
March9 15, 2023 Page 9
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
XBP Europe
Recent Developments
Merger, page 197
36. In the third paragraph of this section, you disclose expected
increases in cash for the
combined entity based on different levels of redemption. Please tell
us how you arrived at
each expected increase in cash from the unaudited pro forma balance
sheet or revise the
amounts.
Nine Months Ended September 30, 2022, Compared to Nine Months Ended September
30, 2021
Cost of Revenue, page 202
37. You disclose that the prior period cost of revenue was adversely
impacted by the effects of
COVID-19. Please revise to quantify the impact COVID-19 had on the
changes in cost of
revenue.
Results of Operations, page 202
38. We note the impact of foreign currency fluctuation on your revenue for
the 2022 interim
period. Please revise to disclose the impact of foreign currency
fluctuation for other
financial statement line items for the periods presented, if material.
Liquidity and Capital Resources
Cash Flows, page 208
39. Please revise your analysis of cash flow changes to explain the
business reasons for
material changes between periods in your operating cash flows. For
example, discuss the
business reasons for material changes in each of these line items
between periods:
Accounts receivable,
Prepaid expense and other assets,
Related parties payable and
Accrued expenses and other liabilities.
Refer to Item 303 of Regulation S-K.
Indebtedness
2019 Credit Agreement, page 210
40. Please describe the terms of each covenant requiring a waiver,
including a presentation of
the required and actual ratio/amount as of the most recent compliance
date. Please also
disclose how the actual covenant ratio/amount is computed by
reconciling it to GAAP
amounts as of the most recent compliance date only. Any known changes
in the required
covenant ratio/amount at future covenant compliance dates should be
disclosed. Disclose
whether you expect to be in compliance without needing waivers at each
future covenant
compliance date in the next twelve months and your basis for that
expectation. Disclose
Howard Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 10
whether each of your various other debt arrangements have cross
default provisions.
Also, explain how additional future violations of this or other debt
covenants would
impact your liquidity. Refer to Items 303(b)(1) and (c)(1) of
Regulation S-K.
Critical Accounting Policies and Estimates, page 212
41. You have material pension liabilities arising from defined benefit
plans in four countries
for the periods presented. Please tell us why pension liabilities are
not included in your
critical accounting policies and estimates. Refer to Item 303(b)(3) of
Regulation S-K.
Beneficial Ownership of Securities
Pre-Business Combination Beneficial Ownership Table of CF VIII, page 215
42. Please revise the table of beneficial ownership found here to include
the appropriate
footnotes within the table. In this regard, we note that there are
three footnotes provided
below the table, but these footnotes are not indicated within the
table.
Beneficial Ownership Table of the Combined Entity Assuming No Exercise of
Warrants, page
216
43. Please revise this table and the table immediately below titled
"Beneficial Ownership
Table of the Combined Entity Assuming Exercise of Warrants" to
indicate the information
related to footnote (5) provided below the tables. As currently
disclosed, footnote (5) is
not reflected in the information presented in these tables.
XBP Europe, Inc. and Subsidiaries
Audited Combined and Consolidated Financial Statements
Combined and Consolidated Balance Sheets, page F-3
44. Please revise your balance sheets to present the separate accounts
comprising
stockholder's deficit and the number of shares of equity securities
authorized, issued and
outstanding. Also, disclose changes in the separate accounts and in
the number of shares
of equity securities during the periods presented in statements of
changes in stockholder's
deficit and provide the other disclosures required by ASC 505-10-50.
Finally, disclose the
loss per share information required by ASC 260-10-45 and ASC
260-10-50.
Notes to the Combined and Consolidated Financial Statements, page F-7
45. Given your disclosures on page 50 that XBP Europe has made, and will
continue to make,
significant investments in the research, design and development of new
technology and
FirstName LastNameHoward Lutnick
platforms-driven solutions, and on page 53 that it developed many of its
platform-driven
Comapany NameCF
solutions Acquisition
internally, pleaseCorp.
reviseVIII
to disclose the total research and
development costs
charged to expense
March 15, 2023 Page 10 for the periods presented in accordance with ASC
730-10-50-1.
FirstName LastName
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
March NameCF Acquisition Corp. VIII
15, 2023
March1115, 2023 Page 11
Page
FirstName LastName
13. Commitments and Contingencies
Adverse Arbitration Order, page F-31
46. Please tell us your basis in GAAP for excluding the customer
settlement expense from
your operating loss for 2020.
16. Other (Income) Expense, Net, page F-33
47. Please tell us your basis in GAAP for excluding losses (gains) on the
sale or disposal of
property, plant, and equipment and other assets--as described in note
(3) on page 200--
from your operating loss. Refer to ASC 360-10-45-4 through 45-5.
CF Acquisition Corp. VIII
Condensed Statements of Operations (Unaudited), page F-84
48. Please tell us in sufficient detail and revise to disclose in Note 2
(starting on page F-
94) what interest expense on mandatorily redeemable Class A common
stock of $689,606
represents and the related terms.
General
49. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, such
as the target, is, is
controlled by, or has substantial ties with a non-U.S. person. If so,
also include risk factor
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able
to complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, if
applicable, disclose that the time necessary for government review of
the transaction or a
decision to prohibit the transaction could prevent you from completing
an initial business
combination and require you to liquidate. Disclose, if applicable, the
consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
50. Please revise your risk factor disclosure to discuss what
consideration the company has
given to risk related to its investment company status given that its
trust account assets
were invested in securities and income has been derived from those
investments since the
IPO was consummated. The risk may be heightened since, as reflected in
your proxy
statement filed February 14, 2023, you have sought to extend your
deadline to complete
your business combination to September 16, 2023, a date 30 months
after the IPO. We
note the inclusion of three risk factors providing disclosure on this
point included in your
February 14, 2023 proxy statement.
Howard Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 12
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Stephen Kim at 202-551-3291 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any other
questions.
Sincerely,
FirstName LastNameHoward Lutnick
Division of
Corporation Finance
Comapany NameCF Acquisition Corp. VIII
Office of Trade &
Services
March 15, 2023 Page 12
cc: Gary Simon
FirstName LastName