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United States securities and exchange commission logo
May 25, 2023
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re: CF Acquisition
Corp. VIII
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed May 12, 2023
File No. 001-40206
Dear Howard Lutnick:
We have reviewed your May 12, 2023 response to our comment letter
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. Unless we note otherwise, our references to prior comments are
to comments in our
March 15, 2023 letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed May
12, 2023
Risks Related to CF VIII and the Business Combination
There are risks to CF VIII Stockholders who are not affiliates of the
Sponsor..., page 67
1. We note your response
to comment 15. Please revise the risk factor title to include a
reference to the lack
of independent due diligence review by an underwriter and conflicts
of interest of the
Sponsor previously reflected in the title here.
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
May NameCF Acquisition Corp. VIII
25, 2023
May 25,
Page 2 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations For the Year
Ended
December 31, 2021, page 90
2. Please revise to eliminate the unaudited pro forma condensed combined
statement of
operations and related footnotes for the year ended December 31, 2021.
Refer to Rule 11-
02(c)(2) of Regulation S-X.
The Business Combination Proposal
Background of the Business Combination, page 119
3. We note your response to comment 23 and reissue in part. Please revise
this section to
disclose whether the preliminary information regarding XBP Europe and
its business,
including its historical financial performance and its strategy,
included the information
contained in the Initial 2022 Estimates and the Revised 2022 Estimates
referred to on page
128.
4. We note your response to comment 24 and reissue in part. Please revise
this section to
expand your discussion regarding the presentation of the market
valuations for companies
similar to XBP Europe to the CF VIII Board at the special meeting of
the CF VIII Board
head on October 7, 2022. Include a discussion regarding the role
CF&Co. played in the
preparation and presentation of these market valuations at this
meeting beyond simply
providing a description of CF&Co. as a financial advisor to CF VIII.
We note your
disclosure with respect to such valuations on pages 128 - 132.
5. We note your response to comment 25 and reissue. 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.
CF VIII Board's Reasons for the Approval of the Business Combination, page 122
6. We note your revisions in response to our comment 14, including
providing a cross-
reference to the relevant risk factor in the bullet titled "Exela
Capital Structure." Please
further revise this bulleted section to briefly state that Exela also
faces doubt as to its
ability to continue as a going concern where you describe the company
to have a "highly
leveraged capital structure" and that Exela continues to be "highly
leveraged."
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
May NameCF Acquisition Corp. VIII
25, 2023
May 25,
Page 3 2023 Page 3
FirstName LastName
Certain Forecasted Information for XBP Europe, page 128
7. We note your response to comment 30, including the disclosure of
revenue and Adjusted
EBITDA reflected in the Revised 2022 Estimates. Please further revise
this section to
disclose similar projections, including dollar amount ranges,
associated with the Initial
2022 Estimates. Further, please expand your discussion to disclose the
applicable material
assumptions contributing to calculation of the dollar amount reflected
the updated
ranges in October 2022 resulting in the Revised 2022 Estimates.
Additionally, we note
your disclosure in the Risk Factors section on page 49 regarding
missed revenue and
Adjusted EBITDA projections for XBP Europe for the fiscal year ended
December 31,
2022 and that they were less than those forecasted in the Revised 2022
Estimates used by
CF VIII in determining the $220 million valuation of the target. For
appropriate context,
please revise your disclosure where appropriate to discuss how the
Revised 2022
Estimates are not reflective of the most recent actual financial
performance of XBP
Europe.
Information About XBP Europe
Overview, page 173
8. We note your response to comment 34. Please revise your disclosure to
briefly and
succinctly describe the meaning of open banking.
XBP Europe, Inc. and Subsidiaries
Audited Combined and Consolidated Financial Statements
2. Basis of Presentation and Summary of Significant Accounting Policies
Prior Period Adjustments (in Thousands), page F-8
9. We read your response to comment 47. The change in your operating loss
for 2021 due to
your restatement appears to be material. Please label the 2021
statements of operations
amounts as restated in your financial statements and throughout the
filing. Also, provide
ASC 250 disclosures and remove your disclosure referring to the
correction as not being
material.
13. Commitments and Contingencies
Adverse Arbitration Order, page F-32
10. We note your response to comment 46 and reissue our comment with a
clarification.
Given the claim and the related counterclaim arose from the ordinary
course of business,
please tell us your basis in GAAP, citing specific guidance and
supporting fact pattern in
detail, for excluding the customer settlement expense from your
operating loss for 2020.
Howard Lutnick
FirstName LastNameHoward Lutnick
CF Acquisition Corp. VIII
Comapany
May NameCF Acquisition Corp. VIII
25, 2023
May 25,
Page 4 2023 Page 4
FirstName LastName
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,
Division of Corporation
Finance
Office of Trade &
Services
cc: Gary Simon