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United States securities and exchange commission logo
March 8, 2021
Adam Brajer
Company Counsel
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re: CF Acquisition
Corp. VIII
Form S-1/A filed
March 5, 2021
File No. 333-253308
Dear Mr. Brajer:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1/A filed March 5, 2021
Related Party Transactions, page 96
1. We note the revised
disclosure that your sponsor transferred founder shares to
independent director
nominees. With a view to disclosure on page 137, please advise
us of your
determination of director independence and the extent to which the transferred
shares could interfere
with the exercise of independent judgment in carrying out the
responsibilities of a
director. We note in this regard that "[s]uch securities will be
worthless if [you] do
not complete an initial business combination" but could could be
worth a significant
amount even if the market performance of the shares after an initial
business combination
results in a significant loss to investors who purchase in this
offering.
Adam Brajer
CF Acquisition Corp. VIII
March 8, 2021
Page 2
Conflicts of Interest, page 141
2. We note revised disclosure on pages 35 and 143 regarding conflicts of
interest due to
multiple affiliations, including other SPACs. Your revised disclosure
on page 143
addresses specific considerations for Cantor SPAC II and Cantor SPAC
III and states that
all suitable target businesses will be presented to them and the other
"Prior Cantor
SPACs" as defined on page 5. Please revise the text and table on page
143 and where
appropriate to clarify what determines the order or priority. For
example, it is unclear if
opportunities will be offered to each of the prior SPACs by order of
the date they were
founded, the number attributed to the SPAC or otherwise.
You may contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Jim Lopez at 202-551-3536 with any
other
questions.
FirstName LastNameAdam Brajer Sincerely,
Comapany NameCF Acquisition Corp. VIII
Division of
Corporation Finance
March 8, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName