Business Context and Reporting Period
This Form 8-K was filed by CF Acquisition Corp. VIII, a special purpose acquisition company; the request identifies XBP Global Holdings, Inc., but that name does not appear in the filing. The report was dated March 16, 2021, with an earliest reported event of March 11, 2021, and was signed March 17, 2021. The filing reports the closing of the company’s initial public offering (IPO), related private placement transactions, and establishment of its trust account.
Key Financial Metrics and Capitalization
- The IPO consisted of 25,000,000 units sold at $10.00 per unit, generating gross proceeds of $250.0 million.
- Each unit included one Class A common share and one-fourth of a warrant. Each whole warrant is exercisable for one Class A share at $11.50 per share.
- The sponsor purchased 540,000 private placement units at $10.00 per unit, generating gross proceeds of $5.4 million.
- Total proceeds of $250.0 million were deposited into a U.S.-based trust account: $244.6 million from the IPO and $5.4 million from the private placement.
- The filing does not provide operating revenue, net income, cash flow, margins, or other operating performance metrics.
- The filing identifies a promissory note and expense advancement arrangements with the sponsor, but does not state the principal amount, interest rate, or outstanding balance of the note.
Material Changes Versus the Prior Comparable Period
The filing does not present comparative financial statements or a prior-period operating comparison. The material changes disclosed are the completion of the IPO and private placement, the deposit of proceeds into the trust account, and the effectiveness of the amended and restated certificate of incorporation.
Because the underwriters did not exercise the remaining over-allotment option, the sponsor forfeited and the company cancelled 75,000 shares of Class B common stock. The filing states that this maintained the sponsor’s ownership at 20.0% of issued and outstanding common stock, excluding the sponsor’s private placement units.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- The company is a SPAC and had not yet completed its initial business combination as of the filing.
- Trust-account funds generally may not be released until completion of the initial business combination, specified stockholder-approved charter redemptions, or redemption of public shares if a business combination is not completed by the applicable deadline.
- The stated deadline is within 12 months after the IPO closing, or a later date if extended under the charter.
- Interest earned on trust-account funds may be released to pay taxes.
- The private placement warrants are subject to restrictions, including nontransferability except to permitted transferees, nonredeemability while held by the sponsor or permitted transferees, and a five-year exercise limitation while held by the sponsor.
- The filing provides no business-combination target, revenue guidance, earnings guidance, or detailed management outlook.
- Material agreements include the underwriting agreement, business combination marketing agreement, warrant agreement, trust agreement, registration rights agreement, sponsor expense and administrative arrangements, forward purchase contract, and private placement purchase agreement.
Important Facts for Investors to Verify
- Confirm the issuer identity: this filing is for CF Acquisition Corp. VIII, not an issuer identified in the request as XBP Global Holdings, Inc.
- Verify the final IPO and private placement proceeds, including underwriting discounts, offering expenses, and the amount actually held in trust.
- Review the amended and restated certificate of incorporation for the business-combination deadline, redemption rights, and extension provisions.
- Assess the sponsor’s private placement, forfeited Class B shares, warrant terms, registration rights, and forward purchase obligations.
- Review the sponsor promissory note and expense advancement agreement for amounts, repayment terms, and potential related-party obligations.
- Monitor whether the company completes a business combination by the applicable deadline and the resulting public-share redemption exposure.