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): October 11, 2022 (October 9, 2022)
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) |
|
(I.R.S. Employer
|Identification Number) |
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) |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 |
Units,
each consisting of one share of Class A common stock and one-fourth of one redeemable warrant |
|
CFFEU |
|
The Nasdaq Capital Market |
Class
A common stock, par value $0.0001 per share |
|
CFFE |
|
The Nasdaq
Capital Market |
Redeemable
warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
CFFEW |
|
The Nasdaq
Capital Market |
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
1.01. Entry into a Material Definitive Agreement
Merger
Agreement
On October 9, 2022, CF Acquisition Corp.
VIII, a Delaware corporation (“CF VIII”), Sierra Merger Sub, Inc., a
Delaware corporation and a direct wholly owned subsidiary of CF Acquisition Corp. VIII (“Merger
Sub”), BTC International Holdings, Inc., a Delaware corporation (“Parent”)
and XBP Europe, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“XBP
Europe”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Pursuant to the Merger Agreement, upon the closing of the transactions contemplated thereby (the
“Closing”), Merger Sub will merge with and into XBP Europe (the
“Merger” and together with the other transactions contemplated by the
Merger Agreement, the “Transactions”), with XBP Europe surviving as a
direct wholly owned subsidiary of CF VIII. As a result of the Merger, (i) each share of capital stock of Merger Sub shall
automatically be converted into an equal number of shares of common stock of XBP Europe, (ii) each share of stock of XBP Europe will
be cancelled and exchanged for the right to receive a number of shares of Class A common stock of CF VIII, par value $0.0001 per
share (the “Class A Common Stock”) equal to (a) the quotient of (1) (A)
the sum of $220,000,000 minus (B) the Company Closing Indebtedness of XBP
Europe (as contemplated by the Merger Agreement) divided by (2) $10.00 plus
(b) 1,330,650, and (iii) CF VIII will amend its charter to, among other matters, change its name to XBP Europe Holdings, Inc.
The
terms of the Merger Agreement, which contain customary representations, warranties, covenants, closing conditions, and other terms relating
to the Merger and the other Transactions are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise
defined herein have the meanings given to them in the Merger Agreement.
Representations,
Warranties and Covenants
The
Merger Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. Many of the representations
and warranties are qualified by materiality or Acquiror Material Adverse Effect or Company Material Adverse Effect. “Material Adverse
Effect” as used in the Merger Agreement means with respect to CF VIII or XBP Europe, as applicable, any event, state of facts,
development, change, circumstance, occurrence or effect that has had, or would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of the
applicable party and its subsidiaries, taken as a whole or (ii) the ability of such party and its subsidiaries to consummate the Transactions,
in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications
contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.
The
Merger Agreement also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective
businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior
written consent of the other party, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed
not to solicit, negotiate or enter into competing transactions, as further provided in the Merger Agreement. The covenants do not survive
the Closing (other than those that are to be performed after the Closing).
CF
VIII and XBP Europe agreed, as promptly as practicable after the execution of the Merger Agreement, to prepare and (in the case of CF
VIII) file with the U.S. Securities and Exchange Commission (the “SEC”), a proxy statement on Schedule 14A (as amended
or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of CF VIII for the purpose
of CF VIII soliciting proxies from the stockholders of CF VIII to approve (the “CF VIII Stockholder Approval”) the
Merger Agreement, the transactions contemplated thereby and related matters (the “Transaction Proposals”) at a special
meeting of CF VIII stockholders (the “CF VIII Stockholder Meeting”) and providing such stockholders an opportunity,
in accordance with CF VIII’s organizational documents and initial public offering prospectus, to have their shares of Class A common
stock, par value $0.0001 per share of CF VIII (the “Class A Common Stock”) redeemed (the “Redemption Right”).
CF
VIII agreed to take all commercially reasonable action within its power so that effective immediately following Closing, the board of
directors of CF VIII will consist of the seven individuals to be designated by XBP Europe prior to the Closing, including Par Chadha
as chair.
Conditions
to the Parties’ Obligations to Consummate the Merger
Under
the Merger Agreement, the obligations of the parties to consummate (or cause to be consummated) the Transactions are subject to a number
of customary conditions for special purpose acquisition companies, including, among others, the following: (i) the approval of the Transaction
Proposals by the CF VIII stockholders, (ii) all specified notices, approvals or consents (including governmental and regulatory approvals)
and all waiting or other periods having been made, obtained or having expired or been terminated, as applicable, (iii) the definitive
Proxy Statement having been filed and no proceedings having been initiated or threatened by the SEC with respect thereto, (iv) the consummation
of the Transactions not being prohibited by applicable law, (v) each of the Ancillary Agreements being in full force and effect, and
(vi) the Delayed Contribution having occurred.
The
obligations of CF VIII and Merger Sub to consummate (or cause to be consummated) the Transactions are also subject to, among other things
(i) the representations and warranties of XBP Europe being true and correct, subject to the applicable materiality standards contained
in the Merger Agreement, (ii) material compliance by XBP Europe with its pre-closing covenants, (iii) no occurrence of a Company Material
Adverse Effect, (iv) XBP Europe and a subsidiary of the Parent’s indirect sole shareholder, Exela Technologies, Inc. (“Exela”),
having entered into the Tax Sharing Agreement and Services Agreement, and (v) all notices, approvals or consents, as set forth in the
Merger Agreement, having been obtained.
The
obligations of XBP Europe to consummate (and cause to be consummated) the Transactions are also subject to, among other things (i) the
representations and warranties of CF VIII being true and correct, subject to the applicable materiality standards contained in the Merger
Agreement, (ii) material compliance by CF VIII with its pre-closing covenants, (iii) no occurrence of an Acquiror Material Adverse Effect,
and (iv) the shares of Class A Common Stock to be issued under the Merger Agreement having been approved for listing, and no Listing
Event being ongoing or occurring upon consummation of the Closing.
Termination
Rights
The Merger Agreement contains certain termination
rights, including, among others, the following: (i) upon the mutual written consent of Parent and CF VIII, (ii) if the consummation of
the Transactions is prohibited by applicable law, (iii) by Parent if the CF VIII board of directors publicly changes its recommendation
with respect to the Merger Agreement and Transactions and related stockholder approvals under certain circumstances detailed in the Merger
Agreement, (iv) by either CF VIII or Parent if the CF VIII stockholders’ meeting is held and CF VIII stockholder approval of the
Transactions is not received, (v) by Parent if CF VIII has not obtained stockholder approval of any necessary extension of the expiration
for CF VIII to consummate a business combination, (vi) by CF VIII if the written consent of the Parent with respect to the Transactions
is not received, (vii) by CF VIII if the requisite PCAOB-compliant audited financials of XBP Europe and its subsidiaries (the “XBP
Companies”) reflect a financial position, operating results or cash flows that materially and negatively affect the fair market
value of XBP Europe, (viii) by CF VIII if the requisite PCAOB-compliant financials of the XBP Companies have not been delivered to CF
VIII on the timing set forth in the Merger Agreement, (ix) by Parent if CF VIII (a) is delisted from Nasdaq, (b) is unable to continue
satisfying the listing requirements of Nasdaq or (c) has received notice of non-compliance with the continued listing requirements of
Nasdaq which, in any event, is not cured within 30 days (and, such event will not give rise to a termination if CF VIII relists its common
stock on the New York Stock Exchange), (x) by either CF VIII or Parent in connection with a breach of a representation, warranty, covenant
or other agreement by Parent or XBP Europe (in the case of CF VIII) or CF VIII or Merger Sub (in the case of the Parent), which is not
capable of being cured within 30 days after receipt of such breach, subject to the materiality standards contained in the Merger Agreement,
or (xi) by either CF VIII or XBP Europe if the Closing has not occurred on or before June 30, 2023 (subject to automatic extension until
as late as September 30, 2023 on the terms and conditions set forth in the Merger Agreement).
None
of the parties to the Merger Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result
of a termination of the Merger Agreement. However, each party will remain liable for willful and material breaches of the Merger Agreement
prior to termination.
Trust
Account Waiver
The
Parent agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in CF VIII’s
trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account
(including any distributions therefrom).
The
Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its
entirety by reference to the full text of the Merger Agreement. The Merger Agreement provides investors with information regarding its
terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations
and warranties contained in the Merger Agreement were made as of the execution date of the Merger Agreement only and are qualified by
information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Merger Agreement.
These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties
set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may have been used for the
purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations
and warranties in the Merger Agreement as characterizations of the actual statements of fact about the parties.
Ultimate
Parent Support Agreement
Concurrently with the execution of the
Merger Agreement, CF VIII entered into an Ultimate Parent Support Agreement with ETI-XCV Holdings, LLC (the “Ultimate
Parent”), an indirect parent of Parent and wholly owned subsidiary of Exela, pursuant to which, among other things, the
Ultimate Parent agreed (i) to cause its direct and indirect subsidiaries to vote their shares of Parent in favor of the Merger
Agreement and other resolutions needed to consummate the Merger and the Transactions, and to not transfer such shares, and (ii) not
to take any action that would hinder or prevent the consummation of the Merger and the other Transactions.
The
Ultimate Parent Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of the
Closing and termination of the Merger Agreement pursuant to its terms. Upon such termination of the Ultimate Parent Support Agreement,
all obligations of the parties under the Ultimate Parent Support Agreement will terminate; provided, however, that such
termination will not relieve any party thereto from liability arising in respect of any breach of the Ultimate Parent Support Agreement.
The
Ultimate Parent Support Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof
is qualified in its entirety by reference to the full text of the Ultimate Parent Support Agreement.
Sponsor
Support Agreement
Contemporaneously
with the execution of the Merger Agreement, CF VIII entered into a Sponsor Support Agreement with CFAC Holdings VIII LLC (the “Sponsor”),
Parent and XBP Europe, pursuant to which, among other things, the Sponsor agreed (i) to vote its shares of CF VIII capital stock in favor
of the Merger Agreement and each of the Transaction Proposals, and to not transfer such shares, (ii) to subject certain of its shares
of CF VIII capital stock to additional transfer restrictions after Closing, (iii) not to redeem any of its shares of CF VIII capital
stock in connection with the Transactions, (iv) to waive the anti-dilution rights with respect to the shares of Class B common stock,
par value $0.0001 per share of CF VIII (the “Class B Common Stock”), under the CF VIII certificate of incorporation,
(v) upon Closing, to forfeit for cancellation 733,400 of its shares of Class B Common Stock, and (vi) to convert its right to repayment
under any outstanding Sponsor loans due by CF VIII upon Closing to be repaid in shares of Class A Common Stock at a value of $10.00 per
share, except as otherwise set forth in the Merger Agreement.
The
Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur
of Closing and termination of the Merger Agreement pursuant to its terms and, if the Merger Agreement is terminated pursuant to its terms,
all provisions of the Sponsor Support Agreement will terminate and be of no further force or effect.
The
Sponsor Support Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description thereof is qualified
in its entirety by reference to the full text of the Sponsor Support Agreement.
Lock-Up
Agreement
Concurrently
with the execution of the Merger Agreement, CF VIII entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with
XBP Europe and the Parent, pursuant to which the Parent agreed that securities of CF VIII held by it immediately following the Closing
will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. The securities held by the
Parent will be locked-up until the earlier of: (i) the one (1) year anniversary of the date of the Closing, and (ii) the date on which
CF VIII consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Closing which
results in all of CF VIII’s stockholders having the right to exchange their shares of common stock for cash, securities or other
property.
The
Lock-Up Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in
its entirety by reference to the full text of the Lock-Up Agreement.
Item
7.01. Regulation FD Disclosure
On October 10, 2022,
CF VIII and XBP Europe issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Attached
as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference is a form of presentation to be used by CF VIII
in presentations to certain of CF VIII’s stockholders and other persons.
The
information provided in this Section 7.01, including Exhibits 99.1 and 99.2 incorporated herein by reference, shall
not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act.
Important
Information and Where to Find It
This
Current Report on Form 8-K relates to a proposed transaction between XBP Europe and CF VIII. This Current Report on Form 8-K does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. In connection with the transaction described herein, CF VIII intends to file relevant materials
with the United States Securities and Exchange Commission (“SEC”), including a proxy statement. A definitive proxy
statement will be sent to all CF VIII stockholders. CF VIII will also file other documents regarding the proposed transaction with the
SEC. Before making any voting or investment decision, investors and security holders of CF VIII are urged to read the proxy statement
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed transaction.
Investors
and security holders will be able to obtain free copies of the registration statement, the proxy statement and all other relevant documents
filed or that will be filed with the SEC by CF VIII through the website maintained by the SEC at www.sec.gov.
The
documents filed by CF VIII with the SEC also may be obtained free of charge upon written request to CF Acquisition Corp. VIII, 110 East
59th Street, New York, NY 10022 or via email at CFVIII@cantor.com.
Participants
in the Solicitation
CF
VIII, XBP Europe, the Parent and each of their respective affiliates, directors and executive officers may be deemed to be participants
in the solicitation of proxies from CF VIII’s stockholders in connection with the proposed transaction. A list of the names of
such directors and executive officers, and information regarding their interests in the business combination and their ownership of CF
VIII’s securities are, or will be, contained in CF VIII’s filings with the SEC. Additional information regarding the interests
of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement
regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding
paragraph.
Non-Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of CF VIII, or XBP Europe, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between CF
VIII and XBP Europe. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction
and CF VIII’s, XBP Europe’s, or their respective management teams’ expectations, hopes, beliefs, intentions or strategies
regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”,
“expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”,
“predict”, “project”, “should”, “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this Current Report on Form
8-K. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied
on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of CF VIII and XBP Europe. Many factors could cause actual future events to differ from the forward looking-statements in this Current
Report on Form 8-K, including but not limited, to (i) the risk that the transaction may not be completed in a timely manner or at all,
(ii) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the stockholders of CF VIII
and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, (iv) the outcome of any legal proceedings that may be instituted against
XBP Europe and/or CF VIII related to the Merger Agreement or the transactions contemplated thereby, (v) the ability to maintain the listing
of CF VIII stock on Nasdaq (or, if applicable, to list and maintain the listing of the combined entity on the NYSE), (vi) volatility
in the price of CF VIII’s securities, (vii) costs related to the transactions and the failure to realize anticipated benefits of
the transactions or to realize estimated pro forma results and underlying assumptions, (viii) the effect of the announcement or pendency
of the transaction on XBP Europe’s business relationships, operating results, performance and business generally, (ix) risks that
the transactions disrupt current plans and operations of XBP Europe, (x) changes in the combined capital structure of XBP Europe and
CF VIII following the transactions, (xi) changes in the competitive industries and markets in which XBP Europe operates or plans to operate,
(xii) changes in laws and regulations affecting XBP Europe’s business, (xiii) the ability to implement business plans, forecasts,
and other expectations after the completion of the transactions, and identify and realize additional opportunities, (xiv) risks related
to XBP Europe’s potential inability to achieve or maintain profitability and generate cash, (xv) current and future conditions
in the global economy, including as a result of the impact of the COVID-19 pandemic and potential energy shortages in Europe, and their
impact on XBP Europe, its business and markets in which it operates, (xvi) the ability of XBP Europe to retain existing customers, (xvii)
the potential inability of XBP Europe to manage growth effectively, and (xviii) the ability to recruit, train and retain qualified personnel. These
risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in
the “Risk Factors” section of CF VIII’s prospectus for its initial public offering filed with the SEC on March 11,
2021, CF VIII’s Form 10-K filed with the SEC on March 31, 2022, CF VIII’s Form 10-Q filed with the SEC on August 15, 2022,
the proxy statement that CF VIII will file with the SEC, and other documents filed or to be filed by CF VIII from time to time with the
SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and neither CF VIII nor XBP Europe assume any obligation
to, and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or
otherwise. Neither CF VIII nor XBP Europe gives any assurance that either CF VIII or XBP Europe will achieve its expectations.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No. |
|
Description |
2.1* |
|
Merger Agreement as of October 9, 2022, by and among
CF VIII, Merger Sub, XBP Europe and the Parent. |
10.1 |
|
Ultimate Parent Support Agreement, dated as of October
9, 2022, by and among CF VIII and ETI-XCV Holdings, LLC. |
10.2 |
|
Sponsor Support Agreement, dated as of October 9,
2022, by and among CF VIII, the Sponsor, XBP Europe and the Parent. |
10.3 |
|
Lock-Up Agreement, dated as of October 9, 2022, by
and among CF VIII, Merger Sub, XBP Europe and the Parent. |
99.1 |
|
Joint Press Release of CF VIII and XBP Europe dated October 10, 2022. |
99.2 |
|
Investor Presentation. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Certain
exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K
Item 601(b)(2). CF VIII agrees to furnish supplementally a copy of any omitted exhibit or
schedule to the SEC upon its request; however, CF VIII may request confidential treatment
of omitted items. |
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 |
|
|
|
By: |
/s/
Howard W. Lutnick |
|
Name: |
Howard W. Lutnick |
|
Title: |
Chief Executive Officer |
Dated:
October 11, 2022
7
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