Business Context and Reporting Period
This Form 8-K, filed by CF Acquisition Corp. VIII on March 17, 2023, reports actions approved or taken on March 14–15, 2023. The filing concerns the extension of the SPAC’s deadline to complete an initial business combination. The request metadata identifies XBP Global Holdings, Inc., but the filing registrant is CF Acquisition Corp. VIII.
Key Financial and Capitalization Matters
- CFAC Holdings VIII, LLC, the sponsor, issued a non-interest-bearing promissory note to the company for up to $344,781.36.
- The funds are intended to support monthly deposits into the trust account during the extended business-combination period.
- The company will deposit $57,463.56, or $0.04 per remaining public share, upon the initial drawdown and for each of five subsequent calendar months, as needed to complete a business combination.
- The note is repayable in full upon the earlier of the consummation of a business combination or company liquidation.
- No revenue, earnings, operating cash flow, margins, or conventional debt and liquidity metrics are reported in this filing.
Material Changes Versus the Prior Comparable Period
- The business-combination deadline was extended from March 16, 2023 to September 16, 2023, or an earlier date determined by the board.
- Stockholders holding 1,523,509 public shares elected redemption, resulting in approximately $16.3 million, or approximately $10.69 per share, being withdrawn from the trust account.
- Following the redemptions, 1,436,589 public shares remained outstanding.
- The filing reports 8,804,026 votes for, 330,028 against, and no abstentions on the extension proposal.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- The company must complete a business combination by September 16, 2023 unless the board sets an earlier date; otherwise, liquidation is contemplated.
- Trust-account deposits and the sponsor note are contingent on the company’s efforts to complete a business combination during the extension period.
- Amounts deposited into the trust account will be distributed either to public shareholders upon liquidation or to shareholders electing redemption in connection with a business combination.
- The significant shareholder redemptions reduced the funds available in the trust account and the number of remaining public shares.
Investor Verification Points
- Verify the final trust-account balance after the approximately $16.3 million redemption payment.
- Verify whether the sponsor note was fully or partially drawn and the timing and amount of each required trust-account deposit.
- Confirm whether CF Acquisition Corp. VIII completed a business combination by the extended deadline.
- Review the third amendment to the certificate of incorporation and the promissory note for the complete legal terms.
- Reconcile the filing date, event dates, and registrant identity with the company information provided in the request metadata.