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United States securities and exchange commission logo
October 5, 2023
Howard W. 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
Registration Statement on Form S-1
Filed September 29,
2023
File No. 333-273963
Dear Howard W. Lutnick:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our August 23, 2023
letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. We note your response
to comment 1 and reissue in part. We note your disclosure that
"[a]ssuming the shares
registered hereunder are sold at a price of $11.13 per share
(representing the
closing price of the CF VIII Class A Common Stock on Nasdaq on
September 11, 2023),
the per-share profit for the Loan Shares, Non-Promote Forward
Purchase Shares,
Placement Shares and Promote Forward Purchase Shares held by the
Sponsor and the
Placement Shares held by the independent director would be $1.13,
$1.17, $1.46, $11.13
and $11.13, respectively." Please revise to disclose the aggregate
potential profit the
Selling Securityholders will earn based on the current trading price and
the number of shares
being registered for resale.
Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at
202-551-3680 with
any questions.
Howard W. Lutnick
CF Acquisition Corp. VIII
October 5, 2023
Page 2
Sincerely,
FirstName LastNameHoward W. Lutnick
Division of Corporation Finance
Comapany NameCF Acquisition Corp. VIII
Office of Trade & Services
October 5, 2023 Page 2
cc: Javad Husain
FirstName LastName