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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 30, 2022 (September 27, 2022)

 

CF ACQUISITION CORP. VIII

(Exact name of registrant as specified in its charter)

 

Delaware   001-40206   85-2002883
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

110 East 59th Street

New York, NY 10022

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 938-5000

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant   CFFEU   The Nasdaq Stock Market LLC
         
Class A common stock, par value $0.0001 per share   CFFE   The Nasdaq Stock Market LLC
         
Redeemable warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share   CFFEW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On September 30, 2022, CF Acquisition Corp. VIII (the “Company”) issued a promissory note (the “Note”) in the principal amount of $976,832.34 to CFAC Holdings VIII, LLC (the “Sponsor”), pursuant to which the Sponsor loaned to the Company $976,832.34, or $0.33 per share of the Company’s Class A common stock sold in the Company’s initial public offering (“Public Share”) that was not redeemed in connection with the extension of the Company’s time to consummate a business combination from September 30, 2022 to March 16, 2023.

 

On September 30, 2022, the Company deposited such funds into the Company’s trust account, which amount will be included in the pro rata amount distributed to (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial business combination.

 

The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination or (b) the date of the liquidation of the Company.

 

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 29, 2022, the Company filed a second amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from September 30, 2022 to March 16, 2023.

 

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 27, 2022, the Company held a special meeting of stockholders in lieu of the 2021 annual meeting (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending the date by which the Company must consummate its initial business combination from September 30, 2022 to March 16, 2023 (the “Extension Amendment Proposal”).

 

The final voting results for the Extension Amendment Proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
24,419,214   133,847   0   0

 

Stockholders holding 19,159,975 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $196.1 million (approximately $10.24 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 2,960,098 Public Shares outstanding.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit
No.

  

Description of Exhibits

3.1   Second Amendment to Amended and Restated Certificate of Incorporation of the Company.
10.1   Promissory Note issued to the Sponsor.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CF Acquisition Corp. VIII
     
Dated: September 30, 2022 By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer

 

 

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