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United States securities and exchange commission logo
August 23, 2023
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re: CF Acquisition
Corp. VIII
Registration
Statement on Form S-1
Filed August 14,
2023
File No. 333-273963
Dear Howard W. Lutnick:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. Please revise your
disclosure here to highlight any differences in the current trading price,
the prices the Sponsor,
private placement investors and other selling securityholders
acquired their ordinary
shares and warrants, and the price the public securityholders
acquired their ordinary
shares and warrants. We note your disclosure discussing the price
that each Selling
Securityholder paid for the common stock being registered for resale as
well as the your
statement at the end of the same paragraph stating that "the Selling
Securityholders may
realize a positive rate of return on the sale of their common stock...
when the market price
per share is below $10.00 per share, even if the public stockholders
experience a negative
rate of return on their investment." Later, in the last sentence of the
following paragraph you
state that "[t]he closing price of the CF VIII Class A Common
Howard W. Lutnick
CF Acquisition Corp. VIII
August 23, 2023
Page 2
Stock on Nasdaq on August 10, 2023 was $11.00." Please disclose the
potential profit the
Selling Securityholders will earn based on the current trading price.
Lastly, please revise
your risk factor disclosure accordingly. We note the first two risk
factors under
the section titled "Risk Related to XBP Europe and the Business
Combination" beginning
on page 14.
2. We note the significant number of redemptions of your Class A Common
Stock in
connection with your Business Combination and the various extensions of
the expiration
of the period in which the company had to consummate the Business
Combination and
that the shares being registered for resale will constitute a
considerable percentage of your
public float. Please revise your disclosure here and where appropriate to
disclose the
amount of shares being registered as a percentage of your total public
float. Additionally,
highlight the significant negative impact sales of shares on this
registration statement
could have on the public trading price of your Class A Common Stock.
3. We note that certain shares being registered for resale were purchased by
the Selling
Securityholders for prices considerably below the current market price of
the Class A
Common Stock. Expand your discussion in your risk factors and MD&A to
highlight the
significant negative impact sales of shares on this registration
statement could have on the
public trading price of the Class A Common Stock. Your discussion should
highlight the
fact that CFAC Holdings VIII, LLC as a beneficial holder of 27% of your
outstanding
shares will be able to sell a significant amount of shares for so long as
the registration
statement of which this prospectus forms a part is available for use.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at
202-551-3680 with
any questions.
Sincerely,
FirstName LastNameHoward W. Lutnick
Division of
Corporation Finance
Comapany NameCF Acquisition Corp. VIII
Office of Trade &
Services
August 23, 2023 Page 2
cc: Javad Husain
FirstName LastName