XBP Global Holdings, Inc. current report, 06 March 2023

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Filing Overview

This Form 8-K was filed by CF Acquisition Corp. VIII, not XBP Global Holdings, Inc., on March 7, 2023, reporting an event occurring March 6, 2023. The registrant was a Delaware special purpose acquisition company and identified itself as an emerging growth company.

Material Transaction

On March 6, 2023, the company issued 5,000,000 shares of Class A common stock to CFAC Holdings VIII, LLC, its sponsor, upon the conversion of 5,000,000 shares of the sponsor’s Class B common stock.

  • The converted shares remain subject to the restrictions applicable to the former Class B shares, including transfer restrictions, waiver of redemption rights, and the obligation to vote in favor of an initial business combination.
  • The shares were issued without registration under the Securities Act, relying on the Section 3(a)(9) exemption.
  • After the conversion, 8,500,098 shares of Class A common stock and 1,250,000 shares of Class B common stock were issued and outstanding.
  • The sponsor held approximately 65.2% of the company’s issued and outstanding Class A common stock following the conversion.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial performance metrics.

Outlook, Risks, and Unusual Items

The conversion increases the sponsor’s ownership and voting influence over the company’s Class A common stock. The filing does not provide business guidance, operating outlook, management forecasts, contingencies, or additional risk commentary.

Key Facts to Verify

  • Confirm whether this filing relates to the intended entity, because the filing identifies CF Acquisition Corp. VIII rather than XBP Global Holdings, Inc.
  • Verify the post-conversion share counts and the sponsor’s approximately 65.2% ownership interest.
  • Review the applicable transfer restrictions, redemption-right waivers, and business-combination voting obligations attached to the converted shares.
  • Confirm the legal basis for the unregistered issuance under Section 3(a)(9) of the Securities Act.