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19 Septembre 2023 - 11:00PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): September 19, 2023 (September
14, 2023)
CF ACQUISITION CORP. VIII
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40206 |
|
85-2002883 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
110 East 59th Street
New York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (212) 938-5000
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
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|
|
|
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Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant |
|
CFFEU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
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Class A common stock, par value $0.0001 per share |
|
CFFE |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Redeemable warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
CFFEW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 14, 2023, CF Acquisition Corp. VIII (the “Company”) filed a fourth 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 an initial business combination (the “Business
Combination”) from September 16, 2023 to March 16, 2024 (or such earlier date as determined by the board of directors of the
Company).
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 September
14, 2023, 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 a Business Combination from September 16, 2023
to March 16, 2024 (or such earlier date as determined by the board of directors of the Company) (the “Extension Amendment Proposal”).
The
final voting results for the Extension Amendment Proposal were as follows:
| For | | |
| Against | | |
| Abstain | |
| 7,799,983 | | |
| 97,268 | | |
| 0 | |
In connection with the Meeting,
stockholders holding 730,270 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s
trust account (the “Trust Account”). As a result, approximately $8.08 million (approximately $11.06 per share) was
removed from the Trust Account to pay such holders. Following redemptions, the Company will have 706,319 Public Shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits.
The following exhibits are being filed
herewith: |
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
CF Acquisition Corp. VIII |
|
|
|
Dated: September 19, 2023 |
By: |
/s/ Howard W. Lutnick |
|
Name: |
Howard W. Lutnick |
|
Title: |
Chief Executive Officer |
|
|
|
|
|
|
Exhibit 3.1
FOURTH AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CF ACQUISITION CORP. VIII
Pursuant to Section 242 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
12, 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”). A first amendment to the Amended and Restated
Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 9, 2022 (the “First
Amendment”). A second amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary
of State of the State of Delaware on September 29, 2022 (the “Second Amendment”). A third amendment to the Amended and Restated
Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 15, 2023 (the “Third
Amendment”). |
| 2. | This Fourth Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and
Restated Certificate of Incorporation of the Corporation, as amended by the First Amendment, the Second Amendment and the Third Amendment. |
| 3. | This Fourth 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 March 16, 2024 (or, if the Office of the Delaware Division of Corporations shall not be
open for a full business day (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware
Division of Corporations shall be open for a full business day) (or such earlier date as determined by the Board, in its sole discretion)
(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 Fourth 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 14th day of September, 2023.
|
CF ACQUISITION CORP. VIII |
|
|
|
|
|
By: |
/s/ Howard W. Lutnick |
|
Name: |
Howard W. Lutnick |
|
Title: |
Chairman and Chief Executive Officer |
[Signature Page to Fourth Amendment to the Amended
and Restated Certificate of Incorporation of CF Acquisition Corp. VIII – Fourth Extension]
v3.23.3
Cover
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Sep. 14, 2023 |
Document Type |
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Document Period End Date |
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Current Fiscal Year End Date |
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Entity File Number |
001-40206
|
Entity Registrant Name |
CF ACQUISITION CORP. VIII
|
Entity Central Index Key |
0001839530
|
Entity Tax Identification Number |
85-2002883
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
110 East 59th Street
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10022
|
City Area Code |
(212)
|
Local Phone Number |
938-5000
|
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Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant |
|
Title of 12(b) Security |
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
|
Trading Symbol |
CFFEU
|
Security Exchange Name |
NASDAQ
|
Class A common stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Class A common stock, par value $0.0001 per share
|
Trading Symbol |
CFFE
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
Title of 12(b) Security |
Redeemable warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share
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Trading Symbol |
CFFEW
|
Security Exchange Name |
NASDAQ
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