Item 1.01. Entry into a Material Definitive Agreement.

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 Shares upon the Company's liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company's initial business combination.

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

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

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

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

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

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

On 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.





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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)




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