In accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480,
(“ASC 480”), redemption provisions not solely within the control of the Company require common stock subject
to redemption to be classified outside of permanent equity. In the Company’s (i) audited balance sheet as of March 16, 2021, as
previously restated in the Company’s Quarterly Report for the quarterly period ended March 31, 2021 on Form 10-Q filed with U.S.
Securities and Exchange Commission (the “SEC”) on May 17, 2021, (ii) unaudited financial statements as of and for the three
months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021, and (iii)
unaudited financial statements as of and for the six months ended June 30, 2021 included in the Company’s Quarterly Report on Form
10-Q filed with the SEC on August 12, 2021 (collectively, the “Financial Statements”), the Company classified a portion of
the Public Shares in permanent equity, or total stockholder’s (deficit) equity. Although the Company did not specify a maximum redemption
threshold, the Charter provision described above does not permit the Company to redeem Public Shares in an amount that would cause its
net tangible assets to be less than $5,000,001. Management has now determined, after consultation with its advisors, that the Public Shares
can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control.
Accordingly, the Company’s management has concluded that the Company should present all Public Shares as temporary equity and recognize
accretion from the initial book value to redemption value at the time of the Company’s initial public offering and in accordance
with ASC 480.
On December 17, 2021, the
Audit Committee of the Board of Directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s
management, that the Financial Statements should no longer be relied upon due to changes required to reclassify all of the Company’s
Public Shares in temporary equity. As such, the Company intends to file an amendment to its Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021 reflecting this reclassification (the “Amended Third Quarter 10-Q”). The adjustments to the
Financial Statements will be set forth through expanded disclosure in the financial statements included in the Amended Third Quarter 10-Q.
The Company’s management
and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company’s
independent registered accounting firm.
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
CF Acquisition Corp. VIII
/s/ Jane Novak
Chief Financial Officer
Dated: December 17, 2021
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