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March 15, 2023
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Preliminary Proxy Statement on Schedule 14A
Filed February 13, 2023
File No. 001-40206
Dear Howard Lutnick:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Cover Page
1.Please refer to the proxy statement cover page and the first cover page legend.  We note
the reference to "until the registration statement filed with the Securities and Exchange
Commission (the “SEC”) is effective."  We also note the second to last paragraph
references "securities to be issued under the accompanying proxy statement."  Please
revise the respective legends or advise why the legends reference a registration statement
and the issuance of securities pursuant to a proxy statement.
Frequently Used Terms, page iv
2.Please revise your definition of "Expiration Date" to briefly expand your disclosure to
specify a date or other time period or calculation for the company to consummate a
business transaction pursuant to the CF VIII Charter. We note the subsequent defined
terms including "First Extension" and "Second Extension." Additionally, we note your

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proxy statement filed February 14, 2023 seeking to extend the date by which the company
must complete with business combination with XBP Europe or take other certain actions.
Please revise accordingly.
3.Please revise your definition of "Ultimate Parent" to briefly describe the relationship with
ETI-XCV Holdings, LLC and provide general context for this entity. We note your
disclosure on page 21 that states that ETI-XCV Holdings, LLC is "an indirect parent of
BTC International and wholly owned subsidiary Exela" for example.
Questions and Answers About The Proposals, page 3
4.CF&Co. appears to have related-party interests and conflicts of interests on both sides of
the proposed transaction.  Please revise to include a separate question and answer
addressing CF&Co. history (i.e., sponsor, underwriter, etc.) with both companies (i.e., the
SPAC and Exela).  Please include enough information so that Public Stockholders can
clearly understand the overlapping interests.
5.We note that certain CF VIII officers and directors may own a material interest in the
Sponsor. Please revise this section to include a discussion of these interests and quantify
the aggregate ownership interest. Clarify, if true, that the insiders to which you make
references, including with regard to "Interests of Certain Persons" on page 29, are the
parties to the Sponsor Support Agreement and Forward Purchase Agreement and refer
readers to information you provide about these agreements.
Q. What equity stake will holders of CF VIII Public Shares..., page 4
6.Please revise the included tables to include all potential sources of dilution to Public
Stockholders in connection with the proposed transaction.  In this regard, we note that the
tables do not include shares to be issued pursuant to the Forward Purchase Contact.
Q. What vote is required to approve the Proposals Presented at the Special Meeting?, page 7
7.We note that here and elsewhere throughout your proxy statement you state that "[t]he
Sponsor currently holds 69.4% of the issued and outstanding shares of CF VIII Common
Stock..." We note that as disclosed in the Form 8-K filed March 7, 2023, due to a recent
conversion of Class B common stock of the company, the Sponsor now holds 65.2% of
your issued and outstanding Class A Common Stock. Please revise your disclosure
throughout your proxy statement to provide the current percentage of shares held by the
Sponsor as well as provide any additional revisions to your disclosure as a result of the
conversion, for example, but not limited to the redemption scenario disclosure and tables
on pages 4 - 6.
Q. What interests do the Sponsor and CF VIII's current officers and directors..., page 8
8.We note your disclosure in the third to last paragraph under this question, that states
"[u]pon completion of the Business Combination, it is not anticipated that any persons

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March 15, 2023
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associated with CF VIII will be employed by the Combined Entity..." Please revise this
section to disclose whether any persons associated with CF VIII anticipate serving on the
Combined Entity board of directors and would, therefore, potentially receive
compensation in their role as a director. We note that the Combined Entity will have a
classified board consisting of three classes of directors, whose re-election will be held in
respective yearly increments.
Q. Did the CF VIII Board obtain a fairness opinion (or any similar report or appraisal)...?, page
10
9.Please revise this Q&A to provide a cross-reference to the related risk factor regarding the
decision not to obtain a fairness opinion or other report or appraisal in connection with
your determination to approve the Business Combination. We note your risk factor
disclosure under the heading "Neither the CF VIII Board not any committee thereof
obtained a fairness opinion..." on page 61.
Summary of the Proxy Statement
CF VIII Board's Reasons for the Approval of the Business Combination, page 24
10.We note that in this section you first state that one of the reasons the CF Board determined
that pursuing a potential business combination with XBP Europe would be an attractive
opportunity for CF VIII and its stockholders was the fact that XBP Europe "has an
attractive, largely stable and significant base of clients..." However, in the subsequent
section disclosing the various other risks associated with the business, your disclose that
part of the revenue decline in XBP Europe's business is due to a loss of clients..." Please
reconcile these statements and/or provide a brief discussion here and throughout your
disclosure, as appropriate, regarding the loss of clients, including any connection to the
COVID-19 pandemic or other market forces.
11.In the first bullet point at the top of page 25, you state that "[f]or the 12 months ended
June 30, 2022, XBP Europe had revenue of approximately $200 million and Adjusted
EBITDA of approximately $23 million." However, it appears the XBP Europe operates on
a December 31 fiscal year end. Please reconcile and revise this statement to reflect the
company's fiscal year results or otherwise describe why this 12 month period is
meaningful as compared to fiscal year end. Additionally, we note that XBP Europe has
consistently had net losses for the most recent interim and audit periods. Please advise if
the CF VIII Board considered such net losses in its analysis of XBP Europe's existing
operations.
Organizational Structure, page 31
12.We note that the diagram of the organization structure of the Combined Entity upon
consummation of the Business Combination reflects that BTC International Holdings, Inc.
and the Combined Entity Shareholders will share ownership of XBP Europe Holdings,
Inc. Please revise your disclosure to clarify the percentage ownership of the various

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March 15, 2023
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shareholder contingency groups, i.e., Exela, Sponsor and Public
Stockholders. Additionally, please revise the Combined Entity diagram to disclose your
status as a controlled company under Nasdaq listing standards after the closing of the
Business Combination.
Risk Factors, page 46
13.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Risk Related to XBP Europe and the Business Combination
XBP Europe relies on Exela, which is a highly leveraged public company..., page 47
14.We note your risk factor disclosure regarding Exela describes the company as not only
highly-leveraged, but also that it faces doubt about its ability to continue as a going
concern. Please revise the risk factor title here to reflect the same. Additionally, please
revise your disclosure elsewhere throughout your proxy statement where you describe
Exela to be "highly-leveraged" to also state that it faces doubt as to its ability to continue
as a going concern. Further, please revise your disclosure on page 26 in the bullet titled
"Exela Capital Structure" to provide a cross-reference to this risk factor.
Risks Related to CF VIII and the Business Combination, page 59
15.Please revise your disclosure to discuss the material risk to unaffiliated investors
presented by taking the company public through a merger rather than an underwritten
offering, including the absence of due diligence conducted by an underwriter that would
be subject to liability for any material misstatements or omissions in this registration
statement.
The public stockholders of CF VIII will experience dilution as a consequence..., page 62
16.Please revise the risk factor discussion here to discuss the "50% redemptions" scenario
together with the current disclosure assuming no redemptions and "100% redemptions."

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 March 15, 2023 Page 5
 FirstName LastName
Howard  Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 5
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Transaction Accounting Adjustments
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September
30, 2022, page 96
17.Please expand your description in Note (E) to the pro forma balance sheet to explain the
circumstances that resulted in the change of classification of the public warrants and
warrants from Forward Purchase Contract from liability to equity upon closing of the
business combination.
18.Refer to Note (F).  Please address the following:
•Separately present the adjustments for a) the reclassification of CF VIII Class
A Common Stock subject to possible redemption to permanent equity, and b) the
reclassification of XBP Europe's historical equity and issuance of 21,828,929 of CF
VIII Class A Common Stock.
•Revise to reflect Class A Common Stock pro forma adjustment for a) the
reclassification of CF VIII Class A Common Stock subject to possible redemption to
permanent equity, and b) the reclassification of XBP Europe's historical equity and
issuance of 21,828,929 of CF VIII Class A Common Stock.
•The number of shares associated with the reclassification of XBP Europe's historical
equity and issuance of CF VIII Class A Common Stock, 21,828,929 shares, appear to
include those issued in accordance with Note M (the Ultimate Parent Support
Agreement).  Please revise to exclude the shares issued in accordance with
the Ultimate Parent Support Agreement as it is already reflected by Note M.
19.Please revise Note (J) to reflect Class A Common Stock pro forma adjustment
amount for the reclassification of CF VIII Class A Common Stock subject to possible
redemption to permanent equity under the "50% Redemption Scenario."
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations, page
97
20.Please tell us, in sufficient detail, how you calculated the weighted-average shares used in
computing net income (loss) per share for all periods and scenarios presented in Note T.
In this respect, tell us why these shares do not agree with those on page 82 considering
these shares were presumably calculated on a pro forma basis as if the business
combination had been consummated on January 1, 2021.  In addition, tell us how
weighted average number of shares of common stock outstanding information included at
the bottom of each unaudited pro forma statement of operations was calculated as the sum
of weighted average number of shares does not appear to agree to the respective total.

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The Business Combination Proposal
Background of the Business Combination, page 121
21.Please revise your disclosure to list each significant person present at each meeting,
including but not limited to, the representatives of Exela and CF&Co. that were present
for the meeting in July 2022; the representatives of Cantor, CF&Co. and Exela on behalf
of CF VIII and XBP Europe, respectively, that were present at the introductory meeting
on August 8, 2022; and the representatives of CF VIII and XBP Europe present for
various telephonic conferences conducted from September 16, 2022 through October 9,
2022.  In this regard, we note that CF&Co. and Cantor appear to have played a significant
role in the identification of the target and certain negotiations, on behalf of CF VIII,
without the participation of CV VIII directors and officers. Please revise to specifically
clarify CF&Co. and Cantor's role in all negotiations and who participated in such
negotiations.
22.Please revise your disclosure to include a discussion of any additional meetings or other
communications between CF VIII and XBP Europe between the initial meeting of
representatives of Exela and CF&Co. in July 2022 regarding XBP Europe as an attractive
target for CF VIII to pursue and/or activities CF VIII engaged in regarding its search for a
target, generally. We note that on the next disclosed meeting date of August 8, 2022,
described as an introductory meeting, Exela provided CF VIII with access to a virtual data
room containing diligence materials that same day.
23.Please revise your disclosure to expand your discussion regarding what the "additional
information regarding XBP Europe" Exela provided at the August 8, 2022 introductory
meeting and whether this information included any financial models or projections of any
kind. We note your disclosure regarding "Certain Forecasted Information for XBP
Europe" beginning on page 130, including references to "Initial 2022 Estimates" and the
"Revised 2022 Estimates."
24.Please elaborate on the market valuations for companies similar to XBP Europe that CF
VIII and CF&Co. used in their evaluation of XBP Europe conducted between August 8,
2022 through August 23, 2022. Additionally, please disclose whether this evaluation was
presented as a report or other document to the CF VIII Board at the August 10, 2022
meeting of the CF VIII Board and the CF VIII Audit Committee or otherwise delivered to
these parties for review and consideration. In this regard, we note that CF&Co. selected
certain comparable companies and precedent transactions which were provided to CF
VIII. Please revise this section to clarify in greater detail the role CF&Co. played in
evaluating the proposed transaction.

 Firs