Correspondence 0001213900-23-060769 from XBP Global Holdings, Inc. (XBP)
XBP Global Holdings, Inc.
Date: July 28, 2023 · CIK: 0001839530 · Accession: 0001213900-23-060769
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40206
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Attention: Kate Beukenkamp and Donald Field Re: CF Acquisition Corp. VIII Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed July 17, 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 July 24, 2023 regarding the Company’s Amendment No. 2 to preliminary proxy statement on Schedule 14A, File No. 001-40206, filed with the Commission on July 17, 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. 3 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of XBP Europe
Results of Operations
Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022, page 205
1. Please address the following:
● Provide further insight in regard to the reductions in revenues attributable to lower volumes. Discuss whether this is a known trend and your expectations of this continuing or improving. Refer to Item 303(b)(2)(ii) of Regulation S-K.
● Given the percentage decrease in revenue outpaced the percentage decrease in cost of revenue for the quarter ended March 31, 2023 and cost of revenue as a percentage of revenue for the same quarter increased 9.4% compared to the comparative prior period, revise to provide the underlying trends, factors, events, or transactions that caused the change in the relationship between costs and revenues, and expand on how the revenue mix affected the changes in cost of revenue.
Response: In response to the Staff’s comment, the disclosure on page 205 of the Amendment has been revised.
We thank the Staff for its review of the foregoing and the Amendment. If you have further comments, please feel free to contact the undersigned by email at gary.simon@hugheshubbard.com or by telephone at (212) 837-6770.
Sincerely,
HUGHES HUBBARD & REED LLP
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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
July 28, 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
Amendment No. 2 to Preliminary Proxy Statement
on Schedule 14A
Filed July 17, 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 July 24, 2023 regarding the Company’s Amendment
No. 2 to preliminary proxy statement on Schedule 14A, File No. 001-40206, filed with the Commission on July 17, 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. 3 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.
Management’s Discussion and Analysis of Financial
Condition and Results of Operations of XBP Europe
Results of Operations
Three Months Ended March 31, 2023 Compared to Three Months
Ended March 31, 2022, page 205
1. Please address the following:
● Provide
further insight in regard to the reductions in revenues attributable to lower volumes. Discuss whether this is a known trend and your
expectations of this continuing or improving. Refer to Item 303(b)(2)(ii) of Regulation S-K.
● Given
the percentage decrease in revenue outpaced the percentage decrease in cost of revenue for the quarter ended March 31, 2023 and cost
of revenue as a percentage of revenue for the same quarter increased 9.4% compared to the comparative prior period, revise to provide
the underlying trends, factors, events, or transactions that caused the change in the relationship between costs and revenues, and expand
on how the revenue mix affected the changes in cost of revenue.
Response: In response to the Staff’s comment, the disclosure
on page 205 of the Amendment has been revised.
We thank the Staff for its review of the foregoing
and the Amendment. If you have further comments, please feel free to contact the undersigned by email at gary.simon@hugheshubbard.com
or by telephone at (212) 837-6770.
Sincerely,
HUGHES HUBBARD & REED LLP
/s/ Gary J. Simon
Gary J. Simon
Partner
Cc:
CF Acquisition Corp. VIII
Willkie Farr & Gallagher LLP