Other preliminary proxy statements



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UNITED STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549










SCHEDULE
14A






Proxy
Statement Pursuant to Section 14(a) of the






Securities
Exchange Act of 1934









Filed by
the Registrant ☒




Filed by
a Party other than the Registrant  ☐




Check the
appropriate box:



















Preliminary Proxy Statement

















Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))

















Definitive Proxy Statement

















Definitive Additional Materials

















Soliciting Material Pursuant
to Section 240.14a-12









CF
ACQUISITION CORP. VIII





(Name
of Registrant as Specified In Its Charter)




(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)








Payment of
Filing Fee (Check the appropriate box):













































































































































































No
fee required.






















Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.





















(1)





Title
of each class of securities to which transaction applies:










































(2)





Aggregate
number of securities to which transaction applies:










































(3)





Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):










































(4)





Proposed
maximum aggregate value of transaction:










































(5)





Total
fee paid:





























































































































































Fee
paid previously with preliminary materials.






















Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.





















(1)





Amount
Previously Paid:










































(2)





Form,
Schedule or Registration Statement No.










































(3)





Filing
Party:










































(4)





Date
Filed:
























































CF
ACQUISITION CORP. VIII






110
East 59th Street






New
York, New York 10022












NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS






TO
BE HELD ON MARCH 8, 2022









TO THE STOCKHOLDERS
OF CF ACQUISITION CORP. VIII:








You
are cordially invited to attend the special meeting, which we refer to as the “Special Meeting”, of stockholders of CF Acquisition
Corp. VIII, which we refer to as “we”, “us”, “our” or the “Company”, to be held at 10:00
a.m. Eastern Time on March 8, 2022.








The
Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend
the Special Meeting online, vote and submit your questions during the Special Meeting by visiting http://www.cstproxy.com/___.








Even
if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received
a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented
at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you
plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting
date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.








The
accompanying proxy statement, which we refer to as the “Proxy Statement”, is dated __________, 2022, and is first being mailed
to stockholders of the Company on or about __________, 2022. The sole purpose of the Special Meeting is to consider and vote upon the
following proposals:























a proposal to amend the
Company’s amended and restated certificate of incorporation, which we refer to as the “charter”, in the form set
forth in

Annex A

to the accompanying Proxy Statement, which we refer to as the “Extension Amendment”
and such proposal the “Extension Amendment Proposal”, to extend the date by which the Company must (i) consummate
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the
Company and one or more businesses, which we refer to as a “business combination”, (ii) cease its operations if
it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common
stock included as part of the units sold in the Company’s initial public offering that was consummated on March 16, 2021, which
we refer to as the “IPO”, from March 16, 2022 to September 30, 2022 or such earlier date as determined by the Board,
which we refer to as the “Extension”, and such later date, the “Extended Date”; and





















a proposal to approve the
adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal,
which we refer to as the “Adjournment Proposal”. The Adjournment Proposal will only be presented at the Special Meeting
if there are not sufficient votes to approve the Extension Amendment Proposal.








Each
of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.








The
purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our
initial business combination (the “Business Combination”). While we are currently in discussions regarding various business
combination opportunities, our board of directors (the “Board”) currently believes that there will not be sufficient time
before March 16, 2022 to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the
Business Combination, we will need to obtain the Extension. Therefore, the Board has determined that it is in the best interests of our
stockholders to extend the date by which the Company has to consummate a business combination to the Extended Date in order for our stockholders
to have the opportunity to participate in our future investment.
























In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock
issued in our IPO, which shares we refer to as the “public shares”,  and which election we refer to as the “Election”,
regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved
by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when
the Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension
Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash
if the Company has not completed a business combination by the Extended Date. The Sponsor owns 6,228,000 shares of our Class B common
stock, which we refer to as the “Founder Shares”, that were issued to the Sponsor prior to our IPO, and 540,000 private placement
units, which we refer to as the “Private Placement Units”, that were purchased by the Sponsor in a private placement which
occurred simultaneously with the completion of the IPO. In addition, two of our independent directors each owns 11,000 Founder Shares.











To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting
(or March 4, 2022). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your
shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares
in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise
your redemption rights.









If
the Extension Amendment Proposal is approved, the Sponsor or its designees has agreed to loan to us (i) $___ for each public
share that is not redeemed (the “Initial Loan”) plus (ii) if the Business Combination is not consummated by June 30,
2022, $___ for each public share that is not redeemed for each calendar month, commencing on July 1, 2022, and on the 1st day
of each subsequent month, or portion thereof, that is needed by the Company to complete the Business Combination
until September 30, 2022 (the “Additional Loans” and, collectively with the Initial Loan, the “Loans”).
For example, if the Company takes until September 30, 2022 to complete its business combination, the Sponsor or its designees
would make aggregate Loans of approximately $___ for each public share that is not redeemed. Assuming the Extension
Amendment Proposal is approved, the Initial Loan will be deposited in the Trust Account promptly following the Special Meeting.
Each Additional Loan will be deposited in the Trust Account within three calendar days from the beginning of such calendar
month (or portion thereof). Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company
takes the full time through September 30, 2022 to complete the initial business combination, the redemption amount per share
at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.___ per share,
in comparison to the current redemption amount of approximately $10.00 per share. The Loans are conditioned upon the implementation
of the Extension Amendment. The Loans will not occur if the Extension Amendment is not approved or the Extension is not completed. The
amount of the Loans will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial
business combination. If the Sponsor or its designees advises us that it does not intend to make the Loans, then the Extension Amendment
and the Adjournment Proposal will not be put before the stockholders at the Special Meeting and we will dissolve and liquidate in accordance
with our charter. Our Board will have the sole discretion whether to continue extending for additional calendar months until September
30, 2022 and if our Board


determines not to continue extending for
additional calendar months, the Sponsor’s obligation to make Additional Loans following such determination will terminate.








Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $10.00 at the time of the Special Meeting. The closing price of the Company’s
Class A common stock on January 21, 2022 was $___. The Company cannot assure stockholders that they will be able to sell their shares
of the Company’s Class A common stock in the open market, even if the market price per share is higher than the redemption
price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
























The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Amendment Proposal.








If
the Extension Amendment Proposal is not approved and we do not consummate the Business Combination by March 16, 2022, as contemplated
by our IPO prospectus and in accordance with our charter, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor,
redeem 100% of the shares of Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient
obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up
to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common
stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Company’s obligations under the Delaware General Corporation Law, which we refer to as the “DGCL”, to provide
for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to
our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers
and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private
Placement Units.








Subject
to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding shares of common stock, including the Founder
Shares and the shares of Class A common stock underlying the Private Placement Units, will be required to approve the Extension
Amendment Proposal. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend
the date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment
Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action
by our stockholders.








Approval
of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or
by proxy at the Special Meeting.








Our
Board has fixed the close of business on January 21, 2022 as the date for determining the Company stockholders entitled to receive notice
of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date
are entitled to have their votes counted at the Special Meeting or any adjournment thereof.











You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended
Date.












After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and, if presented, the
Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.









Under
Delaware law and the Company’s bylaws, no other business may be transacted at the Special Meeting.
























Enclosed
is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the
Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.

























__________,
2022



By
Order of the Board of Directors



















Howard
W. Lutnick





Chairman
and Chief Executive Officer













Your
vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure
that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the
Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote
your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure
to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment
Proposal, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment Proposal.












Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on March 8, 2022:

This
notice of meeting and the accompanying Proxy Statement are available at http://www.cstproxy.com/___.



























CF
ACQUISITION CORP. VIII






110
East 59th Street






New
York, New York 10022












NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS






TO
BE HELD ON MARCH 8, 2022












PROXY
STATEMENT











The
special meeting, which we refer to as the “Special Meeting”, of stockholders of CF Acquisition Corp. VIII, which we refer
to as the “we”, “us”, “our” or the “Company”, will be held at 10:00 a.m. Eastern Time
on March 8, 2022 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Special Meeting
via a live webcast available at http://www.cstproxy.com/

___

. The Special Meeting will be held for the sole purpose of considering
and voting upon the following proposals:























a proposal to amend the
Company’s amended and restated certificate of incorporation, which we refer to as the “charter”, in the form set
forth in

Annex A

, which we refer to as the “Extension Amendment” and such proposal the “Extension
Amendment Proposal”, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which
we refer to as a “business combination”, (ii) cease its operations if it fails to complete such business combination,
and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the
Company’s initial public offering that was consummated on March 16, 2021, which we refer to as the “IPO”, from
March 16, 2022 to September 30, 2022 or such earlier date as determined by the Board, which we refer to as the “Extension”,
and such later date, the “Extended Date”; and





















a proposal to approve the
adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal,
which we refer to as the “Adjournment Proposal”. The Adjournment Proposal will only be presented at the Special Meeting
if there are not sufficient votes to approve the Extension Amendment Proposal.








The
Extension Amendment Proposal is required for the implementation of the plan of the board of directors, which we refer to as the “Board”,
to extend the date by which the Company has to complete our initial business combination (the “Business Combination”). The
purpose of the Extension Amendment is to allow the Company more time to complete the Business Combination. In addition, we will not proceed
with the Extension if the number of redemptions or repurchases of our shares of Class A common stock issued in our IPO, which shares
we refer to as the “public shares”, causes us to have less than $5,000,001 of net tangible assets following approval of the
Extension Amendment Proposal.








In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which election we refer
to as the “Election”, regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension
Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right
to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in
our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to
have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date. The Sponsor
owns 6,228,000 shares of our Class B common stock, which we refer to as the “Founder Shares”, that were issued to the
Sponsor prior to our IPO, and 540,000 private placement units, which we refer to as the “Private Placement Units”, that were
purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. In addition, two of our
independent directors each owns 11,000 Founder Shares.





























To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting
(or March 4, 2022). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your
shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares
in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise
your redemption rights.











If
the Extension Amendment Proposal is approved, the Sponsor or its designees has agreed to loan to us (i) $___ for each public
share that is not redeemed (the “Initial Loan”) plus (ii) if the Business Combination is not consummated by June 30,
2022, $___ for each public share that is not redeemed for each calendar month, commencing on July 1, 2022, and on the 1st day
of each subsequent month, or portion thereof, that is needed by the Company to complete the Business Combination
until September 30, 2022 (the “Additional Loans” and, collectively with the Initial Loan, the “Loans”).
For example, if the Company takes until September 30, 2022 to complete its business combination, the Sponsor or its designees
would make aggregate Loans of approximately $___ for each public share that is not redeemed. Assuming the Extension
Amendment Proposal is approved, the Initial Loan will be deposited in the Trust Account promptly following the Special Meeting.
Each Additional Loan will be deposited in the Trust Account within three calendar days from the beginning of such calendar
month (or portion thereof). Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company
takes the full time through September 30, 2022 to complete the initial business combination, the redemption amount per share
at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.___ per share,
in comparison to the current redemption amount of approximately $10.00 per share. The Loans are conditioned upon the implementation
of the Extension Amendment. The Loans will not occur if the Extension Amendment is not approved or the Extension is not completed. The
amount of the Loans will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial
business combination. If the Sponsor or its designees advises us that it does not intend to make the Loans, then the Extension Amendment
and the Adjournment Proposal will not be put before the stockholders at the Special Meeting and we will dissolve and liquidate in accordance
with our charter. Our Board will have the sole discretion whether to continue extending for additional calendar months until September
30, 2022 and if our Board


determines not to continue extending for
additional calendar months, the Sponsor’s obligation to make Additional Loans following such determination will terminate.








The
withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following
the Election. In such event, the Company may need to obtain additional funds to complete

the Business
Combination

, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.








If
the Extension Amendment Proposal is not approved and we do not consummate the Business Combination by March 16, 2022, as contemplated
by our IPO prospectus and in accordance with our charter, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor,
redeem 100% of the shares of Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient
obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up
to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common
stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Company’s obligations under the Delaware General Corporation Law, which we refer to as the “DGCL”, to provide
for claims of creditors and other requirements of applicable law.








There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, the Sponsor and our officers or directors will not receive any monies held in the Trust
Account as a result of their ownership of 6,228,000 Founder Shares, which were issued to the Sponsor prior to our IPO, and 540,000 Private
Placement Units, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the
IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition, our two independent
directors who each owns 11,000 Founder Shares will not receive any monies held in the Trust Account as a result of their ownership of
such Founder Shares.
























If
the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products
sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce
the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in
the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each
case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and
all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against
certain liabilities, including liabilities under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”.
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy
those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $10.00. Nevertheless, the Company cannot assure you that the
per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.00, plus interest, due to unforeseen
claims of creditors.








Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that
it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution.








Because
the Company will not be complying with Section 280 of the DGCL as described in our IPO prospectus filed with the U.S. Securities
and Exchange Commission, which we refer to as the “SEC”, on March 15, 2021, Section 281(b) of the DGCL requires us to
adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims
that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check
company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire,
the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses.








If
the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the investment management trust agreement, dated
March 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will
(i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public
shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, and (ii) deliver
to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the
Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public
shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination
through the Extended Date if the Extension Amendment Proposal is approved.








Our
Board has fixed the close of business on January 21, 2022 as the date for determining the Company stockholders entitled to receive notice
of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date
are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of the Special Meeting,
there were 25,540,000 shares of Class A common stock and 6,250,000 shares of Class B common stock outstanding. The Company’s
warrants do not have voting rights in connection with the Extension Amendment Proposal or the Adjournment Proposal.
























This
Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.








We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Morrow Sodali to assist in the solicitation
of proxies for the Special Meeting. We have agreed to pay Morrow Sodali a fee of $32,500. We will also reimburse Morrow Sodali for reasonable
out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses.
In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other
means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage
firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will
reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments
to have a material effect on our ability to consummate an initial business combination.








This
Proxy Statement is dated __________, 2022 and is first being mailed to stockholders on or about __________, 2022.


























__________,
2022




By
Order of the Board of Directors



















Howard
W. Lutnick





Chairman
and Chief Executive Officer



























QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING











These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including the annexes to this Proxy Statement.






























































































Why
am I receiving this Proxy Statement?








We
are a blank check company formed in Delaware on July 8, 2020, for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In March 2021, we consummated
our IPO from which we derived gross proceeds of approximately $250,000,000 in the aggregate. The amount in the Trust Account was
initially $10.00 per public share. Like most blank check companies, our charter provides for the return of our IPO proceeds held
in trust to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s)
consummated on or before a certain date (in our case, March 16, 2022). Our Board believes that it is in the best interests of the
stockholders to continue our existence until the Extended Date in order to allow us more time to complete the Business Combination.




















The
purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete
the Business Combination.

















What
is being voted on?







You
are being asked to vote on:
























a
proposal to amend our charter to extend the date by which we have to consummate a business combination from March 16, 2022 to September
30, 2022 or such earlier date as determined by the Board; and



























a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal.























The
Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date that we have to complete
our initial business combination. The purpose of the Extension Amendment is to allow the Company more time to complete the Business
Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.




















If
the Extension Amendment Proposal is approved, we will, pursuant to the Trust Agreement, remove the Withdrawal Amount from the Trust
Account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the
funds in the Trust Account for our use in connection with consummating a business combination on or before the Extended Date.












1


































































































We
will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets
following approval of the Extension Amendment Proposal.





















If
the Extension Amendment Proposal is approved and the Extension is implemented, the removal
of the Withdrawal Amount from the Trust Account in connection with the Election will reduce
the amount held in the Trust Account following the Election. We cannot predict the amount
that will remain in the Trust Account if the Extension Amendment Proposal is approved. In
such event, we may need to obtain additional funds to complete

the
Business Combination

, and there can be no assurance that such funds will be available
on terms acceptable to the parties or at all.





















If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by March 16, 2022, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock
in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish
rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.




















There
will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares and Private Placement Units.

















Why
is the Company proposing the Extension Amendment Proposal?







Our
charter provides for the return of our IPO proceeds held in trust to the holders of shares of Class A common stock sold in our
IPO if there is no qualifying business combination(s) consummated on or before March 16, 2022. As explained below, we will not be
able to complete

the Business Combination

by that date and therefore, we are asking
for an extension of this timeframe.




















The
purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete
the Business Combination. There is no assurance that the Company will be able to consummate the Business Combination, given the actions
that must occur prior to closing of the Business Combination.




















The
Company believes that given its expenditure of time, effort and money on finding a business combination, circumstances warrant providing
public stockholders an opportunity to consider the Business Combination. Accordingly, the Board is proposing the Extension Amendment
Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate
a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or
repurchase 100% of our Class A common stock included as part of the units sold in our IPO from March 16, 2022 to September 30,
2022.












2























































































You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you
will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination
by the Extended Date.


















Why
should I vote “FOR” the Extension Amendment Proposal?







Our
Board believes stockholders should have an opportunity to evaluate the Business Combination. Accordingly, the Board is proposing
the Extension Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we
must (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination,
and (iii) redeem or repurchase 100% of our Class A common stock included as part of the units sold in our IPO from March
16, 2022 to September 30, 2022 or such earlier date as determined by the Board. The Extension would give the Company the opportunity
to complete the Business Combination.




















Our
charter provides that if our stockholders approve an amendment to our charter that would affect the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our business combination before March 16, 2022, we will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes
payable), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect
our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business
combination in the timeframe contemplated by the charter.




















Our
Board recommends that you vote in favor of the Extension Amendment Proposal.

















Why
should I vote “FOR” the Adjournment Proposal?







If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later
date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal.

















What
amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Amendment Proposal
is approved?











If
the Extension Amendment Proposal is approved, the Sponsor or its designees has agreed to loan to us (i) $___ for each public share
that is not redeemed plus (ii) if the Business Combination is not consummated by June 30, 2022, $___ for each public share that is
not redeemed for each calendar month, commencing on July 1, 2022, and on 1

st

day of each subsequent month, or portion
thereof, that is needed by the Company to complete the Business Combination until September 30, 2022. For example, if the Company
takes until September 30, 2022 to complete its business combination, the Sponsor or its designees would make aggregate Loans
of approximately $___ for each public share that is not redeemed. Assuming the Extension Amendment Proposal is
approved, the Initial Loan will be deposited in the Trust Account promptly following the Special Meeting. Each Additional Loan will
be deposited in the Trust Account within three calendar days from the beginning of such calendar month (or portion thereof).
Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company takes the full time
through September 30, 2022 to complete the initial business combination, the redemption amount per share at the meeting
for such business combination or the Company’s subsequent liquidation will be approximately $10.___ per share, in comparison
to the current redemption amount of approximately $10.00 per share. The Loans are conditioned upon the implementation of
the Extension Amendment. The Loans will not occur if the Extension Amendment is not approved or the Extension is not completed. The
amount of the Loans will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial
business combination. If the Sponsor or its designees advises us that it does not intend to make the Loans, then the Extension Amendment
and the Adjournment Proposal will not be put before the stockholders at the Special Meeting and we will dissolve and liquidate in
accordance with our charter. Our Board will have the sole discretion whether to continue extending for additional calendar months
until September 30, 2022 and if our Board determines not to continue extending for additional calendar months, its obligation
to make Additional Loans following such determination will terminate.












3







































































When
would the Board abandon the Extension Amendment Proposal?







Our
Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal. In addition, notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
Amendment at any time without any further action by our stockholders. In addition, we will not proceed with the Extension if the
number of redemptions or repurchases of our shares of Class A common stock issued in our IPO, which shares we refer to as the
“public shares”, causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment
Proposal.

















How
do the Company insiders intend to vote their shares?







All
of our directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting
control (including any public shares owned by them) in favor of the Extension Amendment Proposal. Currently, the Sponsor and our
officers and directors own approximately 21.4% of our issued and outstanding shares of common stock, including 6,250,000 Founder
Shares and 540,000 shares of Class A common stock underlying the Private Placement Units. The Sponsor and our directors, executive
officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions
in connection with the stockholder vote on the Extension Amendment.

















What
vote is required to adopt the proposals?







The
approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares
of common stock on the record date.




















The
approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy.

















What
if I don’t want to vote “FOR” the Extension Amendment Proposal?







If
you do not want the Extension Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal.
You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension
Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account
in connection with the Extension Amendment. If the Extension Amendment Proposal is approved, and the Extension is implemented, then
the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.









































What
happens if the Extension Amendment Proposal is not approved?







Our
Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal.




















If
the Extension Amendment Proposal is not approved and we have not consummated the an initial business combination by March 16, 2022,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common
stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount
then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish
rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.





















There
will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up.








In
the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a
result of their ownership of the Founder Shares or Private Placement Units.













4












































































































If
the Extension Amendment Proposal is approved, what happens next?








We
are seeking the Extension Amendment to provide us time to compete the Business Combination. Our seeking to complete the Business
Combination will involve:






















negotiating
and executing a definitive agreement and related agreements;

























completing
proxy materials;


























establishing
a meeting date and record date for considering the Business Combination, and distributing
proxy materials to stockholders; and



















holding
a special meeting to consider the Business Combination.














We
are seeking approval of the Extension Amendment Proposal because we will not be able to complete all of the tasks listed above prior
to March 16, 2022. If the Extension Amendment Proposal is approved, we expect to seek stockholder approval of the Business Combination.
If stockholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following
such stockholder approval.


















Upon
approval of the Extension Amendment Proposal by holders of at least 65% of the common stock outstanding as of the record date, we
will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A
hereto. We will remain a reporting company under the Exchange Act and our units, Class A common stock and public warrants will
remain publicly traded.


















If
the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount
remaining in the Trust Account and increase the percentage interest of our common stock held by the Sponsor and our directors and
our officers as a result of their ownership of the Founder Shares and Private Placement Units.


















Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
Amendment at any time without any further action by our stockholders.














What
happens to the Company warrants if the Extension Amendment Proposal is not approved?








If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by March 16, 2022, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock
in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish
rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the
Trust Account with respect to our warrants, which will expire worthless in the event of our winding up.


























What
happens to the Company’s warrants if the Extension Amendment Proposal is approved?








If
the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and
continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and
only become exercisable 30 days after the completion of a business combination, provided that we have an effective registration statement
under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus
relating to them is available (or we permit holders to exercise warrants on a cashless basis).














Would
I still be able to exercise my redemption rights if I vote “AGAINST” the Business Combination?








Unless
you elect to redeem your public shares at this time, you will be able to vote on the Business Combination when it is submitted to
stockholders if you are a stockholder on the record date for a meeting to seek stockholder approval of the Business Combination.
If you disagree with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business
Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in
our charter.












5







































































How
do I attend the meeting?











You
will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust
Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary,
will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust
Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373,
or email

proxy@continentalstock.com

.

















How
do I change or revoke my vote?











You
may change your vote by e-mailing a later-dated, signed proxy card to our Secretary at CFVIII@cantor.com, so that it is received
by our Secretary prior to the Special Meeting or by attending the Special Meeting online and voting. You also may revoke your proxy
by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.
























Please
note, however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting
and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card.

















How
are votes counted?












Votes
will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST”
votes and abstentions. The Extension Amendment Proposal must be approved by the affirmative vote of at least 65% of the outstanding
shares as of the record date of our common stock, including the Founder Shares and shares of Class A common stock underlying
the Private Placement Units, voting together as a single class. Accordingly, a Company stockholder’s failure to vote by proxy
or to vote online at the Special Meeting or an abstention with respect to the Extension Amendment Proposal will have the same effect
as a vote “AGAINST” such proposal.








The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting
will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is
otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.

























Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome
of the Adjournment Proposal.












6































































































If
my shares are held in “street name,” will my broker automatically vote them for me?











No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares.

















What
is a quorum requirement?











A
quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record
date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a
quorum.
























Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the
absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special
Meeting, 15,895,001 shares of our common stock would be required to achieve a quorum.

















Who
can vote at the Special Meeting?











Only
holders of record of our common stock at the close of business on January 21, 2022 are entitled to have their vote counted at the
Special Meeting and any adjournments or postponements thereof. On this record date, 25,540,000 shares of Class A common stock
and 6,250,000 shares of Class B common stock were outstanding and entitled to vote.

























Stockholder
of Record: Shares Registered in Your Name

. If on the record date your shares were registered directly in your name with
our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder
of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting
online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

























Beneficial
Owner: Shares Registered in the Name of a Broker or Bank

. If on the record date your shares were held, not in your name,
but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner
of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial
owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to
attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special
Meeting unless you request and obtain a valid proxy from your broker or other agent.

















Does
the Board recommend voting for the approval of the Extension Amendment Proposal and the Adjournment Proposal?











Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment
and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that
our stockholders vote “FOR” the Extension Amendment Proposal and the Adjournment Proposal.












7























































































































What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?











The
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as
a stockholder. These interests include ownership of (i) 6,250,000 Founder Shares (purchased for $25,000) and 540,000 Private Placement
Units (purchased for $5.4 million), which would expire worthless if a business combination is not consummated, and (ii) a promissory
note in the principal amount of up to $1,750,000 issued in connection with working capital loans made by the Sponsor, of which approximately
$734,000 was outstanding as of December 31, 2021. See the section entitled “The Extension Amendment Proposal — Interests
of the Sponsor and our Directors and Officers”.

















Do
I have appraisal rights if I object to the Extension Amendment Proposal?











Our
stockholders do not have appraisal rights in connection with the Extension Amendment Proposal under the DGCL.

















What
do I need to do now?











We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card.

















How
do I vote?











If
you are a holder of record of our common stock, you may vote online at the Special Meeting or by submitting a proxy for the Special
Meeting. Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure your vote is counted.
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage paid envelope. You may still attend the Special Meeting and vote online if you have already voted by proxy.
























If
your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your
broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since
you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a
valid proxy from your broker or other agent.

















How
do I redeem my shares of Class A common stock?











If
the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares
in connection with any stockholder vote to approve a proposed business combination, or if we have not consummated a business combination
by the Extended Date.
























In
order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on March 4, 2022 (two business days before the
Special Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your public shares
for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

























Continental
Stock Transfer & Trust Company




1 State
Street Plaza, 30

th

Floor




New York,
New York 10004




Attn:
Mark Zimkind




E-mail: mzimkind@continentalstock.com


















What
should I do if I receive more than one set of voting materials?











You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company shares.












8

































































Who
is paying for this proxy solicitation?











We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Morrow Sodali to assist in the solicitation
of proxies for the Special Meeting. We have agreed to pay Morrow Sodali a fee of $32,500. We will also reimburse Morrow Sodali for
reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses,
damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person,
by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies.
We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While
the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension
is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.

















Who
can help answer my questions?











If
you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should
contact our proxy solicitor, Morrow Sodali, at (800) 662-5200 (toll free) or by email at CFFE.info@investor.morrowsodali.com.
























You
may also contact us at:













CF Acquisition
Corp. VIII




110 East
59

th

Street




New York,
NY 10022




E-mail:
CFVIII@cantor.com

























You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information”.










9

















FORWARD-LOOKING
STATEMENTS











Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements
and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can
identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.








The
forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly
from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as
described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking statements:



















Our
ability to enter into a definitive agreement and related agreements;



















our
ability to complete the Business Combination;



















the
anticipated benefits of the Business Combination;



















the
volatility of the market price and liquidity of our securities;



















the
use of funds not held in the trust account; and



















the
competitive environment in which our successor will operate following the Business Combination.








While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further
discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those
expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our final prospectus dated
March 11, 2021, as filed with the SEC on March 15, 2021 and in other reports we file with the SEC. You should not place undue reliance
on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking
statements).










10

















BACKGROUND











We
are a blank check company formed in Delaware on July 8, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses.








There
are currently 25,540,000 shares of Class A common stock and 6,250,000 shares of Class B common stock issued and outstanding.
In addition, we issued warrants to purchase 6,250,000 shares of Class A common stock as part of our IPO and warrants to purchase
135,000 shares of Class A common stock as part of the private placement with the Sponsor that we consummated simultaneously with the
consummation of our IPO. Each whole warrant entitles its holder to purchase one share of Class A common stock at an exercise price
of $11.50 per half share, to be exercised only for a whole number of shares of our Class A common stock. The warrants will become
exercisable 30 days after the completion of our initial business combination and expire five years after the completion of our initial
business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding
warrants at a price of $0.01 per warrant, if the last sale price of the Company’s Class A common stock equals or exceeds $18.00
per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice
of redemption to the warrant holders. The warrants underlying the Private Placement Units, however, are non-redeemable so long as they
are held by the Sponsor or its permitted transferees.








Approximately
$250 million from our IPO and the simultaneous sale of the Private Placement Units are being held in our Trust Account in the United
States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities”,
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, which we refer to as the “1940 Act”, with a
maturity of 185 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting
the conditions of Rule 2a-7 of the 1940 Act, until the earlier of: (i) the consummation of a business combination or (ii) the
distribution of the proceeds in the Trust Account as described below.








In
order to finance transaction costs in connection with an intended initial business combination, the Sponsor has committed, in the form
of a loan, up to $1,750,000 to be provided to us to fund our expenses relating to investigating and selecting a target business and other
working capital requirements prior to the our initial business combination. As of December 31, 2021, we had approximately $734,000 outstanding
under such loan.











You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended
Date.











11

















THE
EXTENSION AMENDMENT PROPOSAL











The
Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended
Date.








The
Extension Amendment Proposal is required for the implementation of the Board’s plan to allow the Company more time to complete
our initial business combination.








If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by March 16, 2022, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a
per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account,
including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number
of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law.








A
copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in

Annex A

.











Reasons
for the Extension Amendment Proposal









The
Company’s charter provides that the Company has until March 16, 2022 to complete an initial business combination. The purpose of
the Extension Amendment is to allow the Company more time to complete its initial business combination.








The
Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares
of common stock, including the Founder Shares and the shares of Class A common stock underlying the Private Placement Units, is
required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally,
our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our
corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests
of our stockholders, and because we will not be able to conclude a business combination within the permitted time period, the Board has
determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond March 16, 2022
to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval
of the Business Combination.








We
believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for
an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.














If
the Extension Amendment Proposal is Not Approved










Stockholder
approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must
consummate our initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders
approve the Extension Amendment Proposal.








If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by March 16, 2022, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a
per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account,
including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number
of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law.












12














There
will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event
we wind up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares or the Private Placement Units.














If
the Extension Amendment Proposal Is Approved










If
the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State
of Delaware in the form set forth in

Annex A

hereto to extend the time it has to complete a business combination
until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock
and public warrants will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the
Extended Date.








Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
at any time without any further action by our stockholders.











You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended
Date.









If
the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account
in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain
in the Trust Account if the Extension Amendment Proposal is approved. We will not proceed with the Extension if redemptions or repurchases
of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.











Redemption
Rights









If
the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public
shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who
do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection
with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by
the Extended Date.








If
the Extension Amendment Proposal is approved, the Sponsor or its designees has agreed to loan to us (i) $___ for each public share that
is not redeemed plus (ii) if the Business Combination is not consummated by June 30, 2022, $___ for each public share that is not redeemed
for each calendar month, commencing on July 1, 2022, and on 1

st

day of each subsequent month, or portion thereof, that is
needed by the Company to complete the Business Combination until September 30, 2022. For example, if the Company takes until September
30, 2022 to complete its business combination, the Sponsor or its designees would make aggregate Loans of approximately $___ for
each public share that is not redeemed. Assuming the Extension Amendment Proposal is approved, the Initial Loan will
be deposited in the Trust Account promptly following the Special Meeting. Each Additional Loan will be deposited in the Trust Account
within three calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Amendment
Proposal is approved and the Extension is implemented and the Company takes the full time through September 30, 2022 to complete
the initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s
subsequent liquidation will be approximately $10.___ per share, in comparison to the current redemption amount of approximately
$10.00 per share. The Loans are conditioned upon the implementation of the Extension Amendment. The Loans will not occur if the
Extension Amendment is not approved or the Extension is not completed. The amount of the Loans will not bear interest and will be repayable
by us to the Sponsor or its designees upon consummation of an initial business combination. If the Sponsor or its designees advises us
that it does not intend to make the Loans, then the Extension Amendment and the Adjournment Proposal will not be put before the stockholders
at the Special Meeting and we will dissolve and liquidate in accordance with our charter. Our Board will have the sole discretion whether
to continue extending for additional calendar months until September 30, 2022 and if our Board determines not to continue extending
for additional calendar months, its obligation to make Additional Loans following such determination will terminate.














13

















TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED
ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL.









In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on March 4, 2022 (two business days before the
Special Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company,
1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares
to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in
which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on March 4, 2022 (two business
days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal
is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after
the vote at the Special Meeting.








Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers
or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their
investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock
certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights
and thus will be unable to redeem their shares.








Certificates
that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on March 4, 2022 (two business days before
the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder
tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may
withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting
not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make
such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and
the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these
shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved.
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or
returned to such stockholders.








If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $10.00 at the time of the Special Meeting. The closing price
of the Company’s Class A common stock on January 21, 2022 was $___.








If
you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and
will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender
your stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on March 4, 2022 (two business days before
the Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote
to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of
the Extension.












14

















UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS









The
following discussion is a summary of certain United States federal income tax considerations for holders of our Class A common stock
with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is
based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the regulations promulgated by
the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to
as the “IRS”, and judicial decisions, all as currently in effect and all of which are subject to differing interpretations
or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain
a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal
income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to
special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders
in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates,
partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A
common stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive
ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes,
investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency
other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A
common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject
to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United
States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax.
In addition, this summary is limited to investors that hold our Class A common stock as “capital assets” (generally,
property held for investment) under the Code.








If
a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A
common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities
of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A
common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.











WE
URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING
THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.












U.S. Federal
Income Tax Considerations to U.S. Holders









This
section is addressed to U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company
redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A
common stock of the Company and is:



















an
individual who is a United States citizen or resident of the United States;



















a
corporation (including an entity treated as a corporation for United States federal income
tax purposes) created or organized in or under the laws of the United States, any state thereof
or the District of Columbia;



















an
estate the income of which is includible in gross income for United States federal income
tax purposes regardless of its source; or



















a
trust (A) the administration of which is subject to the primary supervision of a United States
court and which has one or more United States persons (within the meaning of the Code) who
have the authority to control all substantial decisions of the trust or (B) that has in effect
a valid election under applicable Treasury regulations to be treated as a United States person.












15















Redemption
of Class A Common Stock









In
the event that a U.S. Holder’s Class A common stock of the Company is redeemed, the treatment of the transaction for U.S.
federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under Section
302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated
as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all
of our shares both before and after the redemption. The redemption of Class A common stock generally will be treated as a sale of
the Class A common stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate”
with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us
or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more
fully below.








In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S.
Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock
owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest
in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include
Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption
of Class A common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively
owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if
either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of
the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives
in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively
own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s
conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption
will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances.
However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder
in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”








If
none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described
below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”








U.S.
Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether
the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.











Gain or
Loss on a Redemption of Class A Common Stock Treated as a Sale









If
the redemption qualifies as a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital gain
or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A
common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference
between (i) the amount of cash received in such redemption (or, if the Class A common stock is held as part of a unit at the
time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common stock based
upon the then fair market values of the Class A common stock and the three-quarters of one warrant included in the unit) and (ii) the
U.S. Holder’s adjusted tax basis in its Class A common stock so redeemed. A U.S. Holder’s adjusted tax basis in its
Class A common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of
a unit allocated to a share of Class A common stock or the U.S. Holder’s initial basis for Class A common stock received
upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate
U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.














16

















Taxation
of Distributions









If
the redemption does not qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a distribution.
In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the
extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions
in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce
(but not below zero) the U.S. Holder’s adjusted tax basis in our Class A common stock. Any remaining excess will be treated
as gain realized on the sale or other disposition of the Class A common stock and will be treated as described under “U.S.
Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale”.
Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite
holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a
non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.











U.S. Federal
Income Tax Considerations to Non-U.S. Holders









This
section is addressed to Non-U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company
redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership)
that so redeems its Class A common stock of the Company and is not a U.S. Holder.











Redemption
of Class A Common Stock









The
characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A common stock
generally will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A
common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders”.








Non-U.S.
Holders of our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether
the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.











Gain or
Loss on a Redemption of Class A Common Stock Treated as a Sale









If
the redemption qualifies as a sale of Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal
income or withholding tax in respect of gain recognized on a sale of its Class A common stock of the Company, unless:



















the
gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder
within the United States (and, under certain income tax treaties, is attributable to a United
States permanent establishment or fixed base maintained by the Non-U.S. Holder), in which
case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder
with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the branch
profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax
treaty);



















the
Non-U.S. Holder is an individual who is present in the United States for 183 days or more
in the taxable year in which the redemption takes place and certain other conditions are
met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s
net capital gain for the year; or



















we
are or have been a “U.S. real property holding corporation” for United States
federal income tax purposes at any time during the shorter of the five-year period ending
on the date of disposition or the period that the Non-U.S. Holder held our Class A common
stock, and, in the case where shares of our Class A common stock are regularly traded
on an established securities market, the Non-U.S. Holder has owned, directly or constructively,
more than 5% of our Class A common stock at any time within the shorter of the five-year
period preceding the disposition or such Non-U.S. Holder’s holding period for the shares
of our Class A common stock. We do not believe we are or have been a U.S. real property
holding corporation.











Taxation
of Distributions











If
the redemption does not qualify as a sale of Class A common stock, the Non-U.S. Holder will be treated as receiving a distribution.
In general, any distributions we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our
current or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends
for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct
of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate
of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides
proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as
reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to the
extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition
of the Class A common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S.
Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock”. Dividends we pay to
a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States
generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and
disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions,
at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may
be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income
may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income
tax treaty).









As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information
purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you
to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any
U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the
Extension Amendment Proposal.













17

















THE
SPECIAL MEETING












Overview












Date,
Time and Place

. The Special Meeting of the Company’s stockholders will be held at 10:00 a.m. Eastern Time on March 8,
2022 as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live
webcast available at http://www.cstproxy.com/

___

. The meeting will be held virtually over the internet by means of a
live audio webcast. Only stockholders who own shares of our common stock as of the close of business on the record date will be
entitled to attend the virtual meeting.








To
register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.








If
your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to http://www.cstproxy.com/

___

,
enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting
link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control
number. Pre-registration is recommended but is not required in order to attend.








Beneficial
stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative
at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy
to

proxy@continentalstock.com

. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number
that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent a beneficial
holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders
should contact our transfer agent at least five business days prior to the meeting date.











Voting
Power; Record Date

. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s
Class A common stock at the close of business on January 21, 2022, the record date for the Special Meeting. You will have one
vote per proposal for each share of the Company’s common stock you owned at that time. The Company’s warrants do not
carry voting rights.











Votes
Required


. Approval of the Extension Amendment Proposal will require the affirmative vote of holders
of at least 65% of the Company’s common stock outstanding on the record date, including the Founder Shares and the shares
of Class A common stock underlying the Private Placement Units. If you do not vote or you abstain from voting on a proposal,
your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST”
votes.









At
the close of business on the record date of the Special Meeting, there were 25,540,000 shares of Class A common stock and 6,250,000
shares of Class B common stock outstanding, each of which entitles its holder to cast one vote per proposal.








If
you do not want the Extension Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Extension Amendment.
You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment
Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection
with the Extension Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection
with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the
completion of the Extension Amendment Proposal.











Proxies;
Board Solicitation; Proxy Solicitor

. Your proxy is being solicited by the Board on the proposals being presented to stockholders
at the Special Meeting. The Company has engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting.
No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person
or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Special Meeting if you
are a holder of record of the Company’s common stock. You may contact Morrow Sodali at (800) 662-5200 (toll free) or by email
at CFFE.info@investor.morrowsodali.com.










18















Required
Vote









The
affirmative vote by holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares and
the shares of Class A common stock underlying the Private Placement Units, is required to approve the Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and, if the Business Combination
has not been consummated, the Company will be required by its charter to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor,
redeem 100% of the shares of Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient
obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up
to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common
stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Stockholder
approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must
consummate our initial business combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders
approve the Extension Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain
the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.








The
Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor
of the Extension Amendment Proposal. On the record date, the Sponsor and our directors and executive officers of the Company and their
affiliates beneficially owned and were entitled to vote an aggregate of 6,250,000 Founder Shares and 540,000 shares of Class A common
stock underlying the Private Placement Units, representing approximately 21.4% of the Company’s issued and outstanding shares of
common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Class A
common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.











Interests
of the Sponsor, Directors and Officers









When
you consider the recommendation of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have
interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:





























































the fact
that the Sponsor holds 6,228,000 Founder Shares and 540,000 Private Placement Units, all such securities beneficially owned by our
Chairman and Chief Executive Officer, and two of our independent directors each holds 11,000 Founder Shares, which would expire worthless
if a business combination is not consummated;



















the fact
that the Sponsor holds a promissory note in the principal amount of up to $1,750,000 issued in connection with working capital loans
made by the Sponsor, of which approximately $734,000 was outstanding as of December 31, 2021;















the fact that, unless the Company consummates the Business Combination,
the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on behalf of the Company ($526,953
of such expenses were incurred that had not been reimbursed as of December 31, 2021) to the extent that such expenses exceed the amount
of available proceeds not deposited in the Trust Account;














the fact
that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced
below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the
claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for
services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and
all rights to seek access to the Trust Account; and



















the fact
that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current
members of our Board are expected to continue to serve as directors at least through the date of the special meeting to vote on a
proposed business combination and may even continue to serve following any potential business combination and receive compensation
thereafter.












19















The Board’s
Reasons for the Extension Amendment Proposal and Its Recommendation









As
discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the
best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment
Proposal and recommends that you vote “FOR” such proposal.








Our
charter provides that the Company has until March 16, 2022 to complete the purposes of the Company including, but not limited to, effecting
a business combination under its terms.








Our
charter states that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination
before March 16, 2022, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public
shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe
that this charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.








In
addition, the Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding
shares of common stock, including the Founder Shares and the shares of Class A common stock underlying the Private Placement Units,
is required to extend our corporate existence, except in connection with, and effective upon the consummation of, a business combination.
Because we continue to believe that a business combination would be in the best interests of our stockholders and because we will not
be able to conclude a business combination within the permitted time period, the Board has determined to seek stockholder approval to
extend the date by which we have to complete a business combination beyond March 16, 2022 to the Extended Date.








The
Company is not asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination
is approved and completed or the Company has not consummated another business combination by the Extended Date.








After
careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company
and its stockholders.











Recommendation
of the Board












Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.











20















THE
ADJOURNMENT PROPOSAL












Overview









The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Amendment Proposal. In no event will our Board adjourn the Special Meeting
beyond March 16, 2022.











Consequences
if the Adjournment Proposal is Not Approved









If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.











Vote Required
for Approval









The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person
or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by
proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be
counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment
Proposal.











Recommendation
of the Board












Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.













21















BENEFICIAL
OWNERSHIP OF SECURITIES











The
following table sets forth information regarding the beneficial ownership of the Company’s common stock as of the record date based
on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s common
stock, by:









































each person
known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;



















each of our executive officers
and directors that beneficially owns shares of common stock; and



















all our officers and directors
as a group.








As
of the record date, there were 25,540,000 shares of Class A common stock and 6,250,000 shares of Class B common stock issued
and outstanding. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them.














































































































































































































































































































































Class A Common Stock



Class B Common Stock





Name and Address of Beneficial Owner


Number of


Shares


Beneficially


Owned



Approximate


Percentage of


Class



Number of


Shares


Beneficially


Owned



Approximate


Percentage of


Class



Approximate


Percentage of


Outstanding


Common Stock


Directors and Officers(1)
















CFAC Holdings VIII, LLC(2)



540,000




2.1

%



6,228,000




99.6

%



21.3

%

Howard W. Lutnick(2)



540,000




2.1

%



6,228,000




99.6

%



21.3

%

Anshu Jain


























Jane Novak


























Robert Hochberg













11,000





*






*



Charlotte Blechman













11,000





*






*



Steven Bisgay


























All executive officers and directors as a group (6 individuals)



540,000




2.1

%



6,250,000




100

%



21.4

%






















5% or More Stockholders





















Highbridge Capital Management, LLC(3)



1,513,618




5.9

%













4.8

%

BlueCrest Capital Management Limited(4)



1,500,000




5.9

%













4.7

%












(1)



Unless otherwise noted,
the business address of each of the following entities or individuals is c/o CF Acquisition Corp. VIII, 110 East 59th Street, New
York, New York 10022.













(2)



Interests shown consist
of Founder Shares, classified as shares of Class B common stock, and shares of Class A common stock underlying the Private
Placement Units. Such shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one
basis, subject to adjustment. The Sponsor is the record holder of such shares. Cantor Fitzgerald, L.P. (“Cantor”) is
the sole member of the Sponsor. CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor. Mr. Lutnick,
our Chairman and Chief Executive Officer, is the trustee of CFGM’s sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick
may be deemed to have beneficial ownership of the common stock held directly by the Sponsor. Each such entity or person disclaims
any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly
or indirectly. Excludes shares underlying the forward purchase contract and the private placement warrants, as such shares may not
be voted or disposed of by the Sponsor within 60 days of the date hereof.













(3)



Based on a Schedule 13G
filed with the SEC on July 9, 2021, Highbridge Capital Management, LLC (“Highbridge”), a Delaware limited liability company,
serves as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively,
the “Highbridge Funds”), in whose name the shares of Class A common stock reported therein are held. As such, Highbridge
may be deemed to be the beneficial owner of all shares of Class A common stock held by the Highbridge Funds. The address of the principal
office of Highbridge is 277 Park Avenue, 23rd Floor, New York, New York 10172.













(4)



Based on a Schedule 13G
filed with the SEC on March 19, 2021, BlueCrest Capital Management Limited (“BlueCrest”), a company organized under the
laws of Jersey, Channel Islands, serves as the investment manager to Millais Limited, a Cayman Islands exempted company (the “Fund”),
with respect to the shares of Class A common stock held for the account of the Fund. Michael Platt, a citizen of the United
Kingdom, serves as principal, director, and control person of BlueCrest. As such, each of BlueCrest and Mr. Platt may be deemed to
be the beneficial owner of all shares of Class A common stock held by the Fund. The address of the principal business office
of each of BlueCrest and Mr. Platt is Ground Floor, Harbour Reach, La Rue de Carteret, St Helier, Jersey, Channel Islands, JE2 4HR.








The
table above does not include the shares of common stock underlying the private placement warrants underlying the Private Placement Units
held or to be held by the Sponsor because these securities are not exercisable within 60 days of the record date for the Special
Meeting.










22















STOCKHOLDER
PROPOSALS











Our
bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders
at a meeting. Notice of a nomination or proposal must be delivered to us not less than 90 days and not more than 120 days prior to the
date for the preceding year’s annual meeting of stockholders; provided, however, that in the event that the annual meeting is called
for a date that is more than 30 days before or more than 60 days after such anniversary date (or if there has been no prior annual
meeting), notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the
meeting and not later than the later of  (x) the close of business on the 90th day before the meeting or (y) the close of
business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us. Accordingly,
for our 2022 Annual Meeting, assuming the meeting is held on or about December 31, 2022, notice of a nomination or proposal must be delivered
to us no later than October 2, 2022 and no earlier than September 2, 2022. Nominations and proposals also must satisfy other requirements
set forth in the bylaws. The Chairman of the Board may refuse to acknowledge the introduction of any stockholder proposal not made in
compliance with the foregoing procedures.











HOUSEHOLDING
INFORMATION











Unless
we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders
reside if we believe the stockholders are members of the same family. This process, known as “householding”, reduces the
volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions
described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive
only a single set of our disclosure documents, the stockholders should follow these instructions:































If the shares are registered
in the name of the stockholder, the stockholder should contact us at CFVIII@cantor.com to inform us of his or her request;
or



















If a bank, broker or other
nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.









WHERE
YOU CAN FIND MORE INFORMATION









We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this Proxy Statement, over the Internet at the SEC’s website at

http://www.sec.gov.









If
you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special
Meeting, you should contact the Company’s proxy solicitation agent at the following address and telephone number:








Morrow
Sodali LLC




333
Ludlow Street, 5th Floor, South Tower




Stamford,
CT 06902




Toll
Free: (800) 662-5200




Collect:
(203) 658-9400




Email:
CFFE.info@investor.morrowsodali.com








You
may also obtain these documents by requesting them via e-mail from the Company at CFVIII@cantor.com.









If
you are a stockholder of the Company and would like to request documents, please do so by ___, 2022, in order to receive them before
the Special Meeting

. If you request any documents from us, we will mail them to you by first class mail, or another equally
prompt means.










23
















ANNEX
A













PROPOSED
AMENDMENT






TO
THE






AMENDED
AND RESTATED






CERTIFICATE
OF INCORPORATION






OF






CF
ACQUISITION CORP. VIII












Pursuant
to Section 245 of the






Delaware
General Corporation Law












CF
ACQUISITION CORP. VIII

(the “Corporation”), a corporation organized and existing under the laws of the State
of Delaware, does hereby certify as follows:

















1.



The name of the Corporation
is CF Acquisition Corp. VIII. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State
of the State of Delaware on July 8, 2020 (the “Original Certificate”). The first certificate of amendment of the
Original Certificate was filed with the Secretary of State of the State of Delaware on November 11, 2020. An Amended and Restated
Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 11, 2021 (the “Amended
and Restated Certificate of Incorporation”).

















2.



This Amendment to the Amended
and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

















3.



This Amendment to the Amended
and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to
vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of
Delaware (the “DGCL”).

















4.



The text of Section 9.1(b) of Article IX is hereby
amended and restated to read in full as follows:








(b)
Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including
the proceeds of any exercise of the underwriters’ over-allotment option, if any) and certain other amounts specified in the Corporation’s
registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February
19, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust
Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below)
if the Corporation is unable to complete its initial Business Combination by September 30, 2022 (or, if the Office of the Delaware Division
of Corporations shall not be open for business (including filing of corporate documents) on such date, the next date upon which the Office
of the Delaware Division of Corporations shall be open) (the “Deadline Date”) and (iii) the redemption of shares in connection
with a stockholder vote to amend any provisions of this Amended and Restated Certificate (a) to modify the substance or timing of the
Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination
or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with
respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section
9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether
such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders
are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public
Stockholders.”























IN
WITNESS WHEREOF

, CF Acquisition Corp. VIII has caused this Amendment to the Amended and Restated Certificate to be duly executed
in its name and on its behalf by an authorized officer as of this __ day of March, 2022.





































CF ACQUISITION
CORP. VIII
















By:









Name:



Howard W. Lutnick






Title:



Chairman and Chief Executive
Officer























CF
ACQUISITION CORP. VIII












THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS






FOR
THE SPECIAL MEETING OF STOCKHOLDERS











The
undersigned, revoking any previous proxies relating to these shares with respect to the Extension Amendment Proposal and the Adjournment
Proposal hereby acknowledges receipt of the notice and Proxy Statement, dated __________, 2022, in connection with the special meeting
of stockholders (“

Special Meeting

”) to be held at 10:00 a.m. Eastern Time on March 8, 2022 as a virtual meeting
for the sole purpose of considering and voting upon the following proposals, and hereby appoints Howard W. Lutnick and Jane Novak (with
full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the
common stock of the Company registered in the name provided, which the undersigned is entitled to vote at the Special Meeting and at
any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization
hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.









THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
EACH OF PROPOSAL 1 AND PROPOSAL 2 CONSTITUTING THE EXTENSION AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL.












PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.












(Continued
and to be marked, dated and signed on reverse side)






Important
Notice Regarding the Availability of Proxy Materials for the






Special
Meeting of Stockholders to be held on March 8, 2022:





This
notice of meeting and the accompanying Proxy Statement are available at




___.















































































































































THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1 AND


PROPOSAL 2.








Please
mark   ☒




votes
as




indicated
in




this
example










Proposal
1 – Extension Amendment Proposal







FOR







AGAINST







ABSTAIN






























































Amend
the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a
business combination from March 16, 2022 to September 30, 2022 or such earlier date as determined by the board of directors.


















































































Proposal
2 – Adjournment Proposal







FOR







AGAINST







ABSTAIN
































































Adjourn
the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that
there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1.

































Date:


,
2022








Signature








Signature
(if held jointly)








Signature
should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of
attorney.









PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE ABOVESIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH
OF PROPOSAL 1 AND PROPOSAL 2. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.





























The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

David A. Witkin just provided an update on share ownership of CF Acquisition Corp. VIII - June 2, 2022

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