Entry into a Material Definitive


 


On
March 9, 2022, CF Acquisition Corp. VIII (the “

Company

”) issued a promissory note (the “

Note

”)
in the principal amount of $4,424,014.60 to CFAC Holdings VIII, LLC (the “

Sponsor

”), pursuant to which the
Sponsor loaned to the Company $4,424,014.60, or $0.20 per share of the Company’s Class A common stock sold in the Company’s
initial public offering (“

Public Share

”) that was not redeemed in connection with the extension of the Company’s
time to consummate a business combination from March 16, 2022 to September 30, 2022.


 


On
March 9, 2022, the Company deposited such funds into the Company’s trust account, which amount will be included in the pro rata
amount distributed to (i) all of the holders of Public S hares upon the Company’s liquidation or (ii) holders of Public
Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial business combination.


 


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


 


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


 


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


 


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


 


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


 


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


 


On
March 9, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware (the “

Extension Amendment

”). The Extension Amendment extends the date by which the
Company must consummate its initial business combination from March 16, 2022 to September 30, 2022.


 


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


 


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


 


On
March 8, 2022, the Company held a special meeting of stockholders (the “

Meeting

”). At the Meeting, the Company’s
stockholders approved the Extension Amendment extending the date by which the Company must consummate its initial business combination
from March 16, 2022 to September 30, 2022 (the “

Extension Amendment Proposal

”).


 


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


 




For

 

 


Against

 

 


Abstain

 

 


Broker Non-Votes

 



 

23,435,997

 

 


 

38,845

 

 


 

100

 

 


 

0

 



 


Stockholders
holding 2,879,927 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s
trust account. As a result, $28,799,270 ($10.00 per share) will be removed from the Company’s trust
account to pay such holders.


 




1


 



 


Item 9.01 Financial Statements and Exhibits.


 



(d)

Exhibits.



 


The following exhibits are being filed herewith:


 




Exhibit
No.


 


Description
of Exhibits



3.1


 


Amendment to Amended and Restated Certificate of Incorporation of the Company.



10.1


 


Promissory Note issued to the Sponsor.



104


 


Cover Page Interactive Data File (embedded within the Inline XBRL document)



 




2


 



 


SIGNATURE


 


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


 




 


CF Acquisition Corp. VIII



 


 


 


 



Dated: March 9, 2022


By:


/s/ Howard W. Lutnick



 


 


Name: 


Howard W. Lutnick



 


 


Title:


Chief Executive Officer



 


 


3


 


 






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