Filing summary
Important identity discrepancy: The supplied filing is CF Acquisition Corp. VIII’s Form 10-Q for the quarter ended September 30, 2021—not a filing identified as XBP Global Holdings, Inc. Investors should verify the issuer and filing before relying on this summary.
Business context and reporting period
CF Acquisition Corp. VIII was a blank-check company formed to pursue a business combination, focusing on financial services, healthcare, real estate services, technology, and software. It had not commenced operations or generated operating revenue as of September 30, 2021. The SPAC completed its IPO on March 16, 2021, raising $250 million, and sold $5.4 million of private-placement units.
Financial performance and position
| Metric | Reported value |
|---|---|
| Q3 2021 net loss | $1.055 million; loss per share of $0.03 |
| Nine-month 2021 net loss | $2.441 million; loss per share of $0.10 |
| Q3 operating costs | $1.137 million general and administrative, $60,000 franchise tax, and $30,000 related-party administrative expense |
| Cash / trust investments at September 30 | $25,000 operating cash; $250.011 million in the Trust Account |
| Total assets / total liabilities | $251.027 million / $11.258 million |
| Working capital | Approximately $1.745 million deficit, compared with approximately $24,000 positive at December 31, 2020 |
| Operating cash flow | Zero for the nine months; $250 million used in investing activities and $250 million provided by financing activities |
There was no operating revenue, so operating margins are not meaningful. Nine-month results included a $2.001 million loss from the change in fair value of the forward-purchase securities liability, partly offset by a $1.294 million warrant-liability fair-value gain and $11,000 of trust interest. At quarter-end, warrant and forward-purchase liabilities were $7.024 million and $2.001 million, respectively. The filing reports no conventional operating debt; it reports approximately $676,000 outstanding under a sponsor loan and $527,000 payable to the sponsor.
Changes, outlook, risks, and unusual items
- The company revised its presentation of all 25 million public shares as temporary equity at their $250 million redemption value. It said the revisions did not change total assets, liabilities, operating results, or cash flows.
- Management stated that sponsor borrowing capacity and working capital were expected to meet needs through the earlier of a business combination or one year from the filing. The sponsor had committed up to $1.75 million in loans; additional working-capital loans were possible but not committed.
- The company had until March 16, 2022, unless shareholders approved an extension, to complete a business combination. Failure to do so would trigger liquidation and redemption of public shares; warrants could expire worthless. The filing states the liquidation deadline raises substantial doubt about the company’s ability to continue as a going concern.
- A $9.35 million business-combination marketing fee to Cantor Fitzgerald & Co., an affiliate of the sponsor, would be payable upon completion of a combination. The forward-purchase contract contemplated a further $10 million investment at a combination, subject to its terms.
- Management said COVID-19 could affect the company or its target search, but the impact was not readily determinable. Fair-value estimates for warrants and forward-purchase securities relied on valuation assumptions, including an 82% estimated probability of completing a combination.
- Management reported effective disclosure controls and said a previously identified material weakness in internal control had been remediated during the quarter. No material risk-factor changes were reported.
Facts investors should verify
- Confirm whether this CF Acquisition Corp. VIII filing is relevant to XBP Global Holdings, Inc.; the issuer names do not match.
- Review the revised temporary-equity accounting and its effect on historical presentations and per-share calculations.
- Check the business-combination deadline, any extension, and the status and terms of sponsor financing and the forward-purchase commitment.
- Assess the company’s limited operating cash, working-capital deficit, going-concern disclosure, and the $9.35 million contingent marketing fee.