Filing Overview
CF Acquisition Corp. VIII, a special purpose acquisition company (SPAC), filed a Form 8-K dated December 17, 2021 under Item 4.02. The filing states that previously issued financial statements should no longer be relied upon because of a required accounting reclassification of redeemable public shares. The provided filing does not identify the registrant as XBP Global Holdings, Inc.
Business Context and Reporting Period
The company was formed to pursue a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. The affected financial statements include the audited balance sheet as of March 16, 2021 and unaudited financial statements for the three and six months ended March 31, 2021 and June 30, 2021. The company also intends to amend its Form 10-Q for the quarter ended September 30, 2021.
Financial Metrics and Accounting Impact
- The company had classified a portion of its public shares in permanent equity or total stockholders’ equity.
- Management concluded that all public shares should instead be classified as temporary equity because redemption may become subject to future events outside the company’s control.
- The company will recognize accretion from the initial book value of the public shares to their redemption value in accordance with ASC 480.
- The charter prohibits redemptions that would reduce net tangible assets below $5,000,001.
- The filing does not provide revised revenue, profit, cash flow, margin, debt, cash, liquidity, or per-share amounts.
Material Changes and Unusual Items
- On December 17, 2021, the Audit Committee concluded that the previously issued financial statements should no longer be relied upon.
- The company expects to file an amended third-quarter Form 10-Q with expanded financial statement disclosures reflecting the reclassification.
- Management and the Audit Committee discussed the matter with WithumSmith+Brown, PC, the independent registered public accounting firm.
Guidance, Outlook, and Risks
The filing provides no operating guidance or financial forecast. The principal disclosed risk is the need to revise previously issued financial statements and related equity classifications. The reclassification may affect reported temporary equity, permanent equity, stockholders’ equity, and related accretion, although the filing does not quantify the impact.
Investor Verification Checklist
- Confirm the filing’s registrant and its relationship, if any, to XBP Global Holdings, Inc.
- Review the amended third-quarter Form 10-Q when filed for the quantified accounting adjustments.
- Verify the revised classification and carrying value of all public shares subject to redemption.
- Assess the effect of the reclassification and accretion on total equity, net tangible assets, and redemption capacity.
- Confirm whether the company’s independent accounting firm provided any additional conclusions or disclosures.