Item 1.01. Entry into a Material Definitive Agreement.
On March 15, 2023, CF Acquisition Corp. VIII (the "Company") issued a promissory
note (the "Note") in the principal amount of up to $344,781.36 to CFAC Holdings
VIII, LLC (the "Sponsor"), pursuant to which the Sponsor agreed to loan to the
Company up to such amount in connection with the extension of the Company's time
to consummate a business combination from March 16, 2023 to September 16, 2023
(or such earlier date as determined by the board of directors of the Company)
(the "Extension").
The Company will deposit $57,463.56, or $0.04 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, into the Company's trust
account (the "Trust Account") (i) in connection with the first drawdown under
the Note and (ii) for each of the five subsequent calendar months (commencing on
April 17, 2023 and ending on the 16th day of each subsequent month), or portion
thereof, that is needed by the Company to complete an initial business
combination (the "Business Combination"). Such amounts will be distributed
either 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 Business Combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the 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 15, 2023, the Company filed a third 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 the Business Combination from
March 16, 2023 to September 16, 2023 (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.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 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 March 16, 2023 to September 16, 2023 (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
8,804,026 330,028 0
Stockholders holding 1,523,509 Public Shares exercised their right to redeem
such shares for a pro rata portion of the funds in the Trust Account. As a
result, approximately $16.3 million (approximately $10.69 per share) will be
removed from the Trust Account to pay such holders. Following redemptions, the
Company will have 1,436,589 Public Shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Description of Exhibits
3.1 Third 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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