XBP Global Holdings, Inc. current report, 16 March 2021

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Form 8-K Summary

Business Context and Reporting Period

CF Acquisition Corp. VIII filed this Form 8-K on March 22, 2021, reporting events occurring on March 16, 2021. The filing concerns the consummation of the company’s initial public offering (IPO) and related private placement. The provided filing identifies the registrant as CF Acquisition Corp. VIII, not XBP Global Holdings, Inc.

Key Financial and Capitalization Metrics

  • The company sold 25,000,000 units at $10.00 per unit, generating gross IPO proceeds of $250.0 million. This included 3,000,000 units sold through a partial underwriters’ over-allotment exercise.
  • Each unit consists of one Class A common share and one-fourth of one redeemable warrant.
  • Each whole warrant permits the holder to purchase one Class A common share at an exercise price of $11.50 per share.
  • The sponsor purchased 540,000 private placement units at $10.00 per unit, generating gross proceeds of $5.4 million.
  • A total of $250.0 million was 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 revenue, operating profit, net income, cash flow, margins, debt balances, or broader liquidity metrics.

Material Changes Versus the Prior Comparable Period

  • The IPO and private placement were completed on March 16, 2021, creating the company’s reported trust account and public trading securities.
  • Because the remaining over-allotment option was not exercised, the sponsor forfeited 75,000 shares of Class B common stock. The forfeited shares were cancelled so that the sponsor and other Class B holders maintained 20.0% ownership of issued and outstanding common stock, excluding the sponsor’s private placement units.

Guidance, Outlook, Risks, and Unusual Items

  • The filing provides no operating guidance or forecast.
  • The principal reported purpose of the trust account is to hold IPO and private placement proceeds following the offering.
  • The warrants are redeemable securities with an $11.50 exercise price per whole warrant; only whole warrants are exercisable.
  • The filing includes an audited balance sheet as of March 16, 2021 as Exhibit 99.1, reflecting the IPO proceeds, private placement proceeds, and Class B share forfeiture.

Investor Verification Items

  • Verify that the filing entity and transaction correspond to the intended company, since the source filing names CF Acquisition Corp. VIII rather than XBP Global Holdings, Inc.
  • Review Exhibit 99.1 for the audited post-transaction balance sheet, including cash, liabilities, and equity balances.
  • Confirm the final number of public shares, private placement securities, warrants, and Class B shares outstanding after the forfeiture.
  • Review the trust-account terms and the company’s subsequent business-combination, redemption, and liquidation disclosures.