Item 3.02 Unregistered Sales of Equity Securities.
On March 6, 2023, CF Acquisition Corp. VIII (the "Company") issued an aggregate
of 5,000,000 shares of its Class A common stock, par value $0.0001 per share
("Class A Common Stock") to CFAC Holdings VIII, LLC, the sponsor of the Company
(the "Sponsor"), upon the conversion of 5,000,000 shares of Class B common stock
of the Company, par value $0.0001 per share ("Class B Common Stock") held by the
Sponsor (the "Conversion"). The 5,000,000 shares of Class A Common Stock issued
in connection with the Conversion are subject to the same restrictions as
applied to the Class B Common Stock prior to the Conversion, including, among
other things, certain transfer restrictions, waiver of redemption rights and the
obligation to vote in favor of an initial business combination as described in
the prospectus for the Company's initial public offering. Following the
Conversion, there were 8,500,098 shares of Class A Common Stock issued and
outstanding and 1,250,000 shares of Class B Common Stock issued and outstanding.
As a result of the Conversion, the Sponsor holds approximately 65.2% of the
Company's issued and outstanding Class A Common Stock.
The shares of Class A Common Stock issued upon the Conversion have not been
registered under the Securities Act of 1933, as amended, in reliance on the
exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K
is incorporated by reference in this Item 7.01.
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