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    Hughes Hubbard & Reed LLP

    One Battery Park Plaza

    New York, New York 10004-1482

    Telephone: +1 (212) 837-6000

    Fax: +1 (212) 422-4726

    hugheshubbard.com

VIA EDGAR

May 12, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Kate Beukenkamp and Donald Field

    Re:
    CF Acquisition Corp. VIII

Preliminary Proxy Statement on Schedule 14A

Filed February 13, 2023

File No. 001-40206

Dear Ms. Beukenkamp and Mr. Field:

On behalf of CF Acquisition Corp. VIII (the “Company”
or “CF VIII”), in this letter, we are responding to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on March 15, 2023 regarding the Company’s preliminary
proxy statement on Schedule 14A, File No. 001-40206, filed with the Commission on February 13, 2023 (the “Prior Proxy Statement”).

For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the Staff’s comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 1 to the Prior Proxy Statement (the “Amendment”),
which is being filed with the Commission contemporaneously with the submission of this letter. Capitalized terms not otherwise defined
in this letter have the meanings ascribed to such terms in the Amendment.

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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on the cover page of the Amendment.

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 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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page iv of the Amendment.

    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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page viii of the Amendment.

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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 11 of the Amendment.

    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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 8 of the Amendment. In addition, the Company notes that the Sponsor, and not any officer or director
of the Company, is party to the Sponsor Support Agreement and Forward Purchase Contract. The Company also notes that, as disclosed, the
Sponsor is indirectly controlled by Howard Lutnick, who is a director and officer of the Company.

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 Contract.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 4 and 5 of Amendment.

    - 2 -

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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure throughout the Amendment, including but not limited to pages 4, 5 and 7 thereof.

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 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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 10 of the Amendment.

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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 12 of the Amendment.

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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 26 of Amendment.

    - 3 -

    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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 26 and 27 of the Amendment.

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 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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 32 of Amendment.

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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 78 and 79 of the Amendment.

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.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 48 and 28 of Amendment.

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.

Response: In response to this comment, the Company expanded
the already provided risk factor on this topic, which can be located on page 67 of the Amendment.

    - 4 -

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.”

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 63 of the Amendment.

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.

Response: In response to the Staff’s comment, the Company
has revised Note (G) to the pro forma balance sheet to describe the circumstances that resulted in the balance sheet classification.

    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.

Response: In response to the Staff’s comment, the Company
has revised Note (H) to the pro forma balance sheet to separately present adjustments to reclassify CF VIII Class A Common Stock to permanent
equity and to exclude from the related share count the shares to be issued in accordance with the Ultimate Parent Support Agreement.

    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.”

Response: In response to the Staff’s comment, the Company
has revised Note (L) to separately state reduction in cash, reclassification to permanent equity and increase to CF VIII Class A Common
Stock. However, due to par value of CF VIII Class A Common Stock being $0.0001 per share, the calculated amount is $72 as described in
Note (K).

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