SecProbe.io

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 XBP Global Holdings, Inc.

 6641 N. Belt Line Road, Suite 100

 Irving, Texas 75063

 (844) 935-2832

 September 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington D.C. 20549

 RE:
 XBP Global Holdings, Inc.

 File No. 333-290237

 Registration Statement on Form S-3

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the "Act"), XBP Global Holdings, Inc. (the "Registrant") respectfully requests that
the effective date of the above-referenced registration statement (the "Registration Statement") be accelerated so that the
same will become effective at 4:30 p.m. Eastern Time on September 26, 2025, or as soon thereafter as is practicable.

 The Registrant understands that the United States
Securities and Exchange Commission (the "Commission") will consider this request for acceleration of the effective date of
the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed resale of the securities specified in the Registration Statement by the
selling stockholders named therein.

 Once the Registration Statement is effective,
please orally confirm the event with our counsel, Loeb & Loeb LLP, by calling Erik L. Mengwall at (212) 407-4050, or in his absence,
Hermione M. Krumm at (212) 407-4062. We also respectfully request that a copy of the written order from the Commission verifying the effective
date and time of the Registration Statement be sent to Mr. Mengwall via email at emengwall@loeb.com.

 Sincerely,

 XBP Global Holdings, Inc.

 By:
 /s/ Andrej Jonovic

 Andrej Jonovic

 Chief Executive Officer

 cc:
 Erik L. Mengwall, Loeb & Loeb LLP

 Hermione M. Krumm, Loeb & Loeb LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 2025

Andrej Jonovic
Chief Executive Officer
XBP Global Holdings, Inc.
6641 N. Belt Line Road, Suite 100
Irving, TX 75061

 Re: XBP Global Holdings, Inc.
 Registration Statement on Form S-3
 Filed September 12, 2025
 File No. 333-290237
Dear Andrej Jonovic:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Erik Mengwall
</TEXT>
</DOCUMENT>

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XBP Europe Holdings, Inc.

2701 East Grauwyler Road

Irving, Texas 75061

VIA EDGAR

February 21, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

 Re:

 XBP Europe Holdings, Inc.

​

 ​

 Registration Statement on Form S-3

​

 ​

 File No. 333-284999

​

Dear Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, XBP Europe Holdings, Inc. (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-3 to become effective on February 25, 2025 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Robert J. Endicott of Bryan Cave Leighton Paisner LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Robert J. Endicott of Bryan Cave Leighton Paisner LLP at (314) 259-2447.

[Signature Page Follows]

Very truly yours,

XBP EUROPE HOLDINGS, INC.

/s/ Dejan Avramovic

Dejan Avramovic

Chief Financial Officer

 ​

cc:

 Andrej Jonovic, XBP Europe Holdings, Inc.

 ​

 Robert J. Endicott, Bryan Cave Leighton Paisner LLP

 ​

 Ofir Klein, Bryan Cave Leighton Paisner LLP

​

February 20, 2025
Andrej Jonovic
Chief Executive Officer
XBP Europe Holdings, Inc.
2701 East Grauwyler Road
Irving, Texas 75061
Re:XBP Europe Holdings, Inc.
Registration Statement on Form S-3
Filed February 14, 2025
File No. 333-284999
Dear Andrej Jonovic:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eddie Kim at 202-679-6943 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Robert Endicott

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XBP Europe Holdings, Inc.

2701 East Grauwyler Road

Irving, Texas 75061

VIA EDGAR

February 9, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

 Re: XBP Europe Holdings, Inc.

Registration Statement on Form S-1

File No. 333-276213

Dear Ms. Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as
amended, XBP Europe Holdings, Inc. (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange Commission
(the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-1 to become effective
on February 13, 2024 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Robert J. Endicott of Bryan
Cave Leighton Paisner LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness
by a telephone call to Robert J. Endicott of Bryan Cave Leighton Paisner LLP at (314) 259-2447.

[Signature Page Follows]

Very truly yours,

XBP EUROPE HOLDINGS, INC.

/s/ Dejan Avramovic

Dejan Avramovic

Chief Financial Officer

    cc:

    Andrej Jonovic, XBP Europe Holdings, Inc.

    Bernie Hau, XBP Europe Holdings, Inc.

    Robert J. Endicott, Bryan Cave Leighton Paisner LLP

    Andrew Rodman, Bryan Cave Leighton Paisner LLP

CORRESP
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February 8, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

    Attention:

    Kate Beukenkamp

    Donald Field

    Re:

    XBP Europe Holdings, Inc.

    Amendment No. 2 to Registration Statement on
    Form S-1

    Filed February 2, 2024

    File No. 333-276213

Dear Ms. Beukenkamp and Mr. Field:

This letter is submitted on behalf of XBP Europe
Holdings, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission with respect to the above-referenced Amendment No. 2 to the Registration
Statement on Form S-1 filed on February 2, 2024 (the “Registration Statement”), as set forth in your letter dated February
7, 2024, addressed to Andrej Jonovic, Chief Executive Officer of the Company (the “Comment Letter”). The Company is
concurrently filing Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”), which includes
changes that reflect responses to the Staff’s comments.

The responses provided herein are based upon information
provided to Bryan Cave Leighton Paisner LLP (US) by the Company. For reference purposes, the text of the Comment Letter has been reproduced
herein with the response below the comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter.
Defined terms used in this letter not otherwise defined have the meanings ascribed to such terms in the Amended Registration Statement.

Amendment No. 2 to Registration Statement on Form S-1

Cover Page

    1.
    We note your response to prior comment 3 and reissue in part. Please revise your disclosure here, in your Risk Factors section and elsewhere as appropriate to disclose the amount of resale shares being registered as a percentage of your public float. We note your statement that "[t]he number of shares of Common Stock that the Selling Securityholders can sell into the public markets pursuant to this prospectus greatly exceeds the Company's public float." In this regard, we note that the currently disclosed percentage is compared to your total number of shares outstanding not your public float.

Response: The Company acknowledges the Staff’s
comment and the Company has revised the disclosure on the cover page and pages 14 and 31 (risk factors), and 89 (MD&A) of the Amended
Registration Statement.

    February 8, 2024

    Page 2

If you have any questions regarding the foregoing
responses or otherwise, please do not hesitate to contact me by telephone at (314) 259-2447 or by email at rob.endicott@bclplaw.com.

    Sincerely,

    Bryan Cave Leighton Paisner LLP

    /s/ Robert J. Endicott

    Robert J. Endicott

    Partner

    cc:
    Andrej Jonovic, XBP Europe Holdings, Inc.

    Andrew Rodman, Bryan Cave Leighton Paisner LLP

United States securities and exchange commission logo
February 7, 2024
Andrej Jonovic
Chief Executive Officer
XBP Europe Holdings, Inc.
2701 East Grauwyler Road
Irving, TX 75061
Re:XBP Europe Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 2, 2024
File No. 333-276213
Dear Andrej Jonovic:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 17, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 3 and reissue in part. Please revise your
disclosure here, in your Risk Factors section and elsewhere as appropriate to disclose the
amount of resale shares being registered as a percentage of your public float. We note
your statement that "[t]he number of shares of Common Stock that the Selling
Securityholders can sell into the public markets pursuant to this prospectus greatly
exceeds the Company's public float." In this regard, we note that the currently disclosed
percentage is compared to your total number of shares outstanding not your public float.

 FirstName LastNameAndrej  Jonovic
 Comapany NameXBP Europe Holdings, Inc.
 February 7, 2024 Page 2
 FirstName LastName
Andrej  Jonovic
XBP Europe Holdings, Inc.
February 7, 2024
Page 2
            Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andrew Rodman

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February 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

Attention: Kate Beukenkamp

                                                                                Donald Field

Re: XBP Europe Holdings, Inc.

                                                                                Registration Statement on Form S-1

                                                                                Filed December 22, 2023

                                                                                File No. 333-276213

Dear Ms. Beukenkamp and Mr. Field:

This letter is submitted on behalf of XBP Europe
Holdings, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission with respect to the above-referenced Registration Statement on Form
S-1 filed on December 22, 2023 (the “Registration Statement”), as set forth in your letter dated January 17, 2024,
addressed to Andrej Jonovic, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently
filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), which includes changes
that reflect responses to the Staff’s comments.

The responses provided herein are based upon information
provided to Bryan Cave Leighton Paisner LLP (US) by the Company. For reference purposes, the text of the Comment Letter has been reproduced
herein with the response below the comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter.
Defined terms used in this letter not otherwise defined have the meanings ascribed to such terms in the Amended Registration Statement.

Registration Statement on Form S-1

Cover Page

 1. Revise your prospectus to disclose the price that each Selling Securityholder paid for the securities being registered for resale.
Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors or other Selling Securityholders
acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while
the Sponsor, private placement investors or other Selling Securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential profit the Selling Securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure, accordingly. We note the first two risk
factors under the section titled “Risk Related to the Company” beginning on page 12.

Response: The Company
acknowledges the Staff’s comment and the Company has revised the disclosure on the cover page and pages 6 (prospectus summary)
and 15 and 16 (risk factors) of the Amended Registration Statement.

United States Securities and Exchange Commission

February 2, 2024

Page 2

 2. Disclose the exercise prices of the Forward Purchase Warrants,
Private Placement Warrants and Public Warrants, respectively, compared to the market price of the underlying securities. If any of each
of these warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with
the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion
on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response: The Company acknowledges the Staff’s
comment and the Company has revised the disclosure on the cover page and pages 5 and 6 (prospectus summary), 15, 17 and 33 (risk factors),
36 (use of proceeds), and 89 (MD&A) of the Amended Registration Statement.

 3. We also note that a significant portion of the shares being registered for resale were purchased
by the Selling Securityholders for prices considerably below the current market price of the Common Stock. Highlight here the significant
negative impact sales of shares on this registration statement could have on the public trading price of the Common Stock. Additionally,
we note that the shares being registered for resale will constitute a considerable percentage of your public float. Please revise your
disclosure here, in your Risk Factors section and elsewhere as appropriate to disclose the amount of resale shares being registered as
a percentage of your public float. We note your risk factor titled “Substantial future sales of shares of Common Stock could cause
the market price of shares of Common Stock to decline” on page 12 as well as your risk factor beginning “The Company has a
limited public float, which adversely affects trading volume a liquidity...” on page 28.

Response: The Company acknowledges the Staff’s
comment and the Company has revised the disclosure on the cover page and pages 2 (summary risk factors), 14, 15 and 31 (risk factors),
and 89 (MD&A) of the Amended Registration Statement.

 4. We note that certain shares
being registered for resale were purchased by the Selling Securityholders for prices considerably below the current market price of the
Common Stock. Expand your discussion in MD&A to highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Common Stock. Your discussion should highlight the fact that [Exela] Technologies, Inc.
and CFAC Holdings VIII, LLC, as beneficial holders of 72.3% and 22.9%, respectively, of your outstanding shares will be able to sell
a significant amount of shares for so long as the registration statement of which this prospectus forms a part is available for use.
We note your risk factor beginning “Substantial future sales of share of Common Stock could cause the market price of shares...”
on page 12.

Response: The Company acknowledges the Staff’s
comment and the Company has revised MD&A on page 89 of the Amended Registration Statement.

United States Securities and Exchange Commission

February 2, 2024

Page 3

If you have any questions regarding the foregoing
responses or otherwise, please do not hesitate to contact me by telephone at (314) 259-2447 or by email at rob.endicott@bclplaw.com.

    Sincerely,

    Bryan Cave Leighton Paisner LLP

    /s/ Robert J. Endicott

    Robert J. Endicott

    Partner

cc: Andrej Jonovic, XBP Europe Holdings, Inc.

  Andrew Rodman, Bryan Cave Leighton Paisner LLP

United States securities and exchange commission logo
January 17, 2024
Andrej Jonovic
Chief Executive Officer
XBP Europe Holdings, Inc.
2701 East Grauwyler Road
Irving, TX 75061
Re:XBP Europe Holdings, Inc.
Registration Statement on Form S-1
Filed December 22, 2023
File No. 333-276213
Dear Andrej Jonovic:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Revise your prospectus to disclose the price that each Selling Securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors or other Selling
Securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the Sponsor,
private placement investors or other Selling Securityholders may experience a positive
rate of return based on the current trading price, the public securityholders may not
experience a similar rate of return on the securities they purchased due to differences in
the purchase prices and the current trading price. Please also disclose the potential profit
the Selling Securityholders will earn based on the current trading price. Lastly, please
include appropriate risk factor disclosure, accordingly. We note the first two risk factors
under the section titled "Risk Related to the Company" beginning on page 12.

 FirstName LastNameAndrej  Jonovic
 Comapany NameXBP Europe Holdings, Inc.
 January 17, 2024 Page 2
 FirstName LastNameAndrej  Jonovic
XBP Europe Holdings, Inc.
January 17, 2024
Page 2
2.Disclose the exercise prices of the Forward Purchase Warrants, Private Placement
Warrants and Public Warrants, respectively, compared to the market price of the
underlying securities. If any of each of these warrants are out the money, please disclose
the likelihood that warrant holders will not exercise their warrants. Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section
and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.
3.We also note that a significant portion of the shares being registered for resale were
purchased by the Selling Securityholders for prices considerably below the current market
price of the Common Stock. Highlight here the significant negative impact sales of shares
on this registration statement could have on the public trading price of the Common Stock.
Additionally, we note that the shares being registered for resale will constitute a
considerable percentage of your public float. Please revise your disclosure here, in your
Risk Factors section and elsewhere as appropriate to disclose the amount of resale shares
being registered as a percentage of your public float. We note your risk factor titled
"Substantial future sales of shares of Common Stock could cause the market price of
shares of Common Stock to decline" on page 12 as well as your risk factor beginning
"The Company has a limited public float, which adversely affects trading volume a
liquidity..." on page 28.
4.We note that certain shares being registered for resale were purchased by the Selling
Securityholders for prices considerably below the current market price of the Common
Stock. Expand your discussion in MD&A to highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of the
Common Stock. Your discussion should highlight the fact that Excela Technologies, Inc.
and CFAC Holdings VIII, LLC, as beneficial holders of 72.3% and 22.9%, respectively,
of your outstanding shares will be able to sell a significant amount of shares for so long as
the registration statement of which this prospectus forms a part is available for use. We
note your risk factor beginning "Substantial future sales of share of Common Stock could
cause the market price of shares..." on page 12.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAndrej  Jonovic
 Comapany NameXBP Europe Holdings, Inc.
 January 17, 2024 Page 3
 FirstName LastName
Andrej  Jonovic
XBP Europe Holdings, Inc.
January 17, 2024
Page 3
             Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andrew Rodman

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November 27, 2023

CF Acquisition Corp. VIII

110 East 59th Street

New York, NY 10022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Kate Beukenkamp and Donald Field

    Re:
    CF Acquisition Corp. VIII

    Registration Statement on Form S-1

    Filed August 14, 2023, as amended

    File No. 333-273963

Dear Ms. Beukenkamp and Mr. Field:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CF Acquisition Corp. VIII hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 10:00 a.m. ET on Wednesday, November 29, 2023, or as soon as thereafter practicable.

We request that we be notified of such effectiveness
by a telephone call to Javad Husain of Hughes Hubbard & Reed LLP at (857) 225-6204 and that such effectiveness also be confirmed in
writing.

    Very truly yours,

    /s/ Howard W. Lutnick

    Howard W. Lutnick

    Chief Executive Officer

    cc:
    Hughes Hubbard & Reed LLP

    Willkie Farr & Gallagher LLP

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CF Acquisition Corp. VIII

110 East 59th Street

New York, NY 10022

November 15, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington D.C., 20549

Attention: Kate Beukenkamp and Donald Field

Re: CF Acquisition Corp. VIII – Withdrawal of Acceleration
Request

  Registration Statement on Form S-1

  Filed August 14, 2023, as amended

  File No. 333-273963

Dear Ms. Beukenkamp and Mr. Field

Reference is made to our letter, filed as correspondence
via EDGAR on November 8, 2023, in which the undersigned registrant, CF Acquisition Corp. VIII (the “Company”), requested acceleration
of the effectiveness of the above referenced Registration Statement on Form S-1 (the “Registration Statement”) to 12:30 p.m.
Eastern Time on November 13, 2023, or as soon thereafter as practicable (the “Effective Time”).

The Company is no longer requesting that such Registration
Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date
until further notice from the Company.

If you have any questions, please feel free to
contact Javad Husain of Hughes Hubbard & Reed LLP at (857) 225-6204.

    Very truly yours,

    /s/ Jane Novak

    Jane Novak

    Chief Financial Officer

cc: Hughes Hubbard & Reed LLP

  Willkie Farr & Gallagher LLP

CORRESP
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November 8, 2023

CF Acquisition Corp. VIII

110 East 59th Street

New York, NY 10022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Kate Beukenkamp and Donald Field

Re: CF Acquisition Corp. VIII

Registration Statement on Form S-1

Filed August 14, 2023, as amended

File No. 333-273963

Dear Ms. Beukenkamp and Mr. Field:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CF Acquisition Corp. VIII hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 12:30 p.m. ET on Monday, November 13, 2023, or as soon as thereafter practicable.

We request that we be notified of such effectiveness
by a telephone call to Javad Husain of Hughes Hubbard & Reed LLP at (857) 225-6204 and that such effectiveness also be confirmed in
writing.

    Very truly yours,

    /s/ Howard W. Lutnick

    Howard W. Lutnick

    Chief Executive Officer

cc: Hughes Hubbard & Reed LLP

Willkie Farr & Gallagher LLP

CORRESP
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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

October 10, 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. VIIIAmendment No. 1 to Registration Statement on
Form S-1

Filed September 29, 2023

File No. 333-273963

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 October 5, 2023 regarding the Company’s
Amendment No. 1 to the registration statement on Form S-1, File No. 333-273963, filed with the Commission on September 29, 2023 (the “Prior
Registration 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 an amendment to the Prior Registration 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.

    We note your response to comment 1 and reissue in part. We
    note your disclosure that “[a]ssuming the shares registered hereunder are sold at a price of $11.13 per share (representing
    the closing price of the CF VIII Class A Common Stock on Nasdaq on September 11, 2023), the per-share profit for the Loan Shares,
    Non-Promote Forward Purchase Shares, Placement Shares and Promote Forward Purchase Shares held by the Sponsor and the Placement
    Shares held by the independent director would be $1.13, $1.17, $1.46, $11.13 and $11.13, respectively.” Please revise to
    disclose the aggregate potential profit the Selling Securityholders will earn based on the current trading price and the number of
    shares being registered for resale.

Response: In response to the Staff’s comment, the disclosure
on the cover page and pages 6 and 7 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 javad.husain@hugheshubbard.com
or by telephone at (212) 837-6046.

    Sincerely,

    HUGHES HUBBARD & REED LLP

    /s/ Javad Husain

    Javad Husain

    Partner

    Cc:
    CF Acquisition Corp. VIII

    Willkie Farr & Gallagher LLP

United States securities and exchange commission logo
October 5, 2023
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Amendment No. 1 to Registration Statement on Form S-1
Filed September 29, 2023
File No. 333-273963
Dear Howard W. Lutnick:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 23, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your response to comment 1 and reissue in part.  We note your disclosure that
"[a]ssuming the shares registered hereunder are sold at a price of $11.13 per share
(representing the closing price of the CF VIII Class A Common Stock on Nasdaq on
September 11, 2023), the per-share profit for the Loan Shares, Non-Promote Forward
Purchase Shares, Placement Shares and Promote Forward Purchase Shares held by the
Sponsor and the Placement Shares held by the independent director would be $1.13,
$1.17, $1.46, $11.13 and $11.13, respectively."  Please revise to disclose the aggregate
potential profit the Selling Securityholders will earn based on the current trading price and
the number of shares being registered for resale.
            Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any questions.

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VIII
 October 5, 2023 Page 2
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VIII
October 5, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Javad Husain

CORRESP
1
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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

September 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

Registration Statement on Form S-1

Filed August 14, 2023

File No. 333-273963

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 August 23, 2023 regarding the Company’s
registration statement on Form S-1, File No. 333-273963, filed with the Commission on August 14, 2023 (the “Prior Registration
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 Registration 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
revise your disclosure here to highlight any differences in the current trading price, the prices the Sponsor, private placement investors
and other selling securityholders acquired their ordinary shares and warrants, and the price the public securityholders acquired their
ordinary shares and warrants. We note your disclosure discussing the price that each Selling Securityholder paid for the common stock
being registered for resale as well as the your statement at the end of the same paragraph stating that “the Selling Securityholders
may realize a positive rate of return on the sale of their common stock... when the market price per share is below $10.00 per share,
even if the public stockholders experience a negative rate of return on their investment.” Later, in the last sentence of the following
paragraph you state that “[t]he closing price of the CF VIII Class A Common Stock on Nasdaq on August 10, 2023 was $11.00.”
Please disclose the potential profit the Selling Securityholders will earn based on the current trading price. Lastly, please revise
your risk factor disclosure accordingly. We note the first two risk factors under the section titled “Risk Related to XBP Europe
and the Business Combination” beginning on page 14.

Response: In response to the Staff’s comment, the disclosure
on the cover page and pages 14 and 15 of the Amendment has been revised.

2. We
note the significant number of redemptions of your Class A Common Stock in connection with your Business Combination and the various
extensions of the expiration of the period in which the company had to consummate the Business Combination and that the shares being
registered for resale will constitute a considerable percentage of your public float. Please revise your disclosure here and where appropriate
to disclose the amount of shares being registered as a percentage of your total public float. Additionally, highlight the significant
negative impact sales of shares on this registration statement could have on the public trading price of your Class A Common Stock.

Response: In response to the Staff’s comment, the disclosure
on the cover page and pages 31 and 32 of the Amendment has been revised.

3. We
note that certain shares being registered for resale were purchased by the Selling Securityholders for prices considerably below the
current market price of the Class A Common Stock. Expand your discussion in your risk factors and MD&A to highlight the significant
negative impact sales of shares on this registration statement could have on the public trading price of the Class A Common Stock. Your
discussion should highlight the fact that CFAC Holdings VIII, LLC as a beneficial holder of 27% of your outstanding shares will be able
to sell a significant amount of shares for so long as the registration statement of which this prospectus forms a part is available for
use.

Response: In response to the Staff’s comment, the disclosure
on pages 14 and 70 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 javad.husain@hugheshubbard.com
or by telephone at (212) 837-6046.

    Sincerely,

    HUGHES HUBBARD & REED LLP

    /s/ Javad Husain

    Javad Husain

    Partner

    Cc:
    CF Acquisition Corp. VIII

    Willkie Farr & Gallagher LLP

United States securities and exchange commission logo
August 23, 2023
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Registration Statement on Form S-1
Filed August 14, 2023
File No. 333-273963
Dear Howard W. Lutnick:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1
Cover Page
1.Please revise your disclosure here to highlight any differences in the current trading price,
the prices the Sponsor, private placement investors and other selling securityholders
acquired their ordinary shares and warrants, and the price the public securityholders
acquired their ordinary shares and warrants.  We note your disclosure discussing the price
that each Selling Securityholder paid for the common stock being registered for resale as
well as the your statement at the end of the same paragraph stating that "the Selling
Securityholders may realize a positive rate of return on the sale of their common stock...
when the market price per share is below $10.00 per share, even if the public stockholders
experience a negative rate of return on their investment."  Later, in the last sentence of the
following paragraph you state that "[t]he closing price of the CF VIII Class A Common

 FirstName LastNameHoward W. Lutnick
 Comapany NameCF Acquisition Corp. VIII
 August 23, 2023 Page 2
 FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VIII
August 23, 2023
Page 2
Stock on Nasdaq on August 10, 2023 was $11.00."  Please disclose the potential profit the
Selling Securityholders will earn based on the current trading price.  Lastly, please revise
your risk factor disclosure accordingly.  We note the first two risk factors under
the section titled "Risk Related to XBP Europe and the Business Combination" beginning
on page 14.
2.We note the significant number of redemptions of your Class A Common Stock in
connection with your Business Combination and the various extensions of the expiration
of the period in which the company had to consummate the Business Combination and
that the shares being registered for resale will constitute a considerable percentage of your
public float.  Please revise your disclosure here and where appropriate to disclose the
amount of shares being registered as a percentage of your total public float.  Additionally,
highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of your Class A Common Stock.
3.We note that certain shares being registered for resale were purchased by the Selling
Securityholders for prices considerably below the current market price of the Class A
Common Stock.  Expand your discussion in your risk factors and MD&A to highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the Class A Common Stock.  Your discussion should highlight the
fact that CFAC Holdings VIII, LLC as a beneficial holder of 27% of your outstanding
shares will be able to sell a significant amount of shares for so long as the registration
statement of which this prospectus forms a part is available for use.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Javad Husain

United States securities and exchange commission logo
July 31, 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 completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gary Simon

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
July 24, 2023
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed July 17, 2023
File No. 001-40206
Dear Howard Lutnick:
            We have reviewed your July 14, 2023 response to our comment letter and have the
following comment.  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 comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 25, 2023 letter.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed July 17, 2023
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

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 July 24, 2023 Page 2
 FirstName LastName
Howard  Lutnick
CF Acquisition Corp. VIII
July 24, 2023
Page 2
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.
            You may contact Stephen Kim at 202-551-3291 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gary Simon

CORRESP
1
filename1.htm

    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 14,
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. 1 to Preliminary Proxy Statement on Schedule 14A

Filed
May 12, 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 May 25, 2023 regarding the Company’s Amendment No. 1 to preliminary proxy statement on Schedule 14A, File No. 001-40206, filed
with the Commission on May 12, 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.
2 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.

Risks
Related to CF VIII and the Business Combination

There
are risks to CF VIII Stockholders who are not affiliates of the Sponsor..., page 67

    1.

    We note your response to
    comment 15. Please revise the risk factor title to include a reference to the lack of independent due diligence review by an underwriter
    and conflicts of interest of the Sponsor previously reflected in the title here.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 68 of the Amendment.

Unaudited
Pro Forma Condensed Combined Financial Information

Unaudited
Pro Forma Condensed Combined Statement of Operations For the Year Ended

December
31, 2021, page 90

    2.
    Please revise to eliminate
    the unaudited pro forma condensed combined statement of operations and related footnotes for the year ended December 31, 2021. Refer
    to Rule 11-02(c)(2) of Regulation S-X.

Response: In response to the Staff’s comment, the Company
has revised the unaudited pro forma condensed combined statement of operations and related footnotes so that they do not include year
ended December 31, 2021. The Company has revised the disclosure on pages 92 to 96 of the Amendment.

The
Business Combination Proposal

Background
of the Business Combination, page 119

    3.

    We note your response to
    comment 23 and reissue in part. Please revise this section to disclose whether the preliminary information regarding XBP Europe and
    its business, including its historical financial performance and its strategy, included the information contained in the Initial
    2022 Estimates and the Revised 2022 Estimates referred to on page 128.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 120 of the Amendment.

    4.

    We note your response to
    comment 24 and reissue in part. Please revise this section to expand your discussion regarding the presentation of the market valuations
    for companies similar to XBP Europe to the CF VIII Board at the special meeting of the CF VIII Board head on October 7, 2022. Include
    a discussion regarding the role CF&Co. played in the preparation and presentation of these market valuations at this meeting
    beyond simply providing a description of CF&Co. as a financial advisor to CF VIII. We note your disclosure with respect to such
    valuations on pages 128 - 132.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 123 of the Amendment.

    5.

    We note your response to
    comment 25 and reissue. We note your disclosure that reflects exchanges of multiple drafts of the LOI as well as a summary of key
    matters discussed. Amend your disclosure to describe the material terms these discussions, including the positions of the parties
    and how the material terms that were negotiated by the parties evolved throughout this period, especially with regard to the enterprise
    value of XBP Europe, consideration to be received, forfeiture of shares by the Sponsor, etc. Please include enough detail so that
    Public Stockholders can fully understand how the final terms of the LOI were determined.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 120 to 123 of the Amendment.

CF
VIII Board’s Reasons for the Approval of the Business Combination, page 122

    6.

    We note your revisions in
    response to our comment 14, including providing a cross-reference to the relevant risk factor in the bullet titled “Exela Capital
    Structure.” Please further revise this bulleted section to briefly state that Exela also faces doubt as to its ability to continue
    as a going concern where you describe the company to have a “highly leveraged capital structure” and that Exela continues
    to be “highly leveraged.”

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 126 of the Amendment.

Certain
Forecasted Information for XBP Europe, page 128

    7.

    We note your response to
    comment 30, including the disclosure of revenue and Adjusted EBITDA reflected in the Revised 2022 Estimates. Please further revise
    this section to disclose similar projections, including dollar amount ranges, associated with the Initial 2022 Estimates. Further,
    please expand your discussion to disclose the applicable material assumptions contributing to calculation of the dollar amount reflected
    the updated ranges in October 2022 resulting in the Revised 2022 Estimates. Additionally, we note your disclosure in the Risk Factors
    section on page 49 regarding missed revenue and Adjusted EBITDA projections for XBP Europe for the fiscal year ended December 31,
    2022 and that they were less than those forecasted in the Revised 2022 Estimates used by CF VIII in determining the $220 million
    valuation of the target. For appropriate context, please revise your disclosure where appropriate to discuss how the Revised 2022
    Estimates are not reflective of the most recent actual financial performance of XBP Europe.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 129 to 130 of the Amendment.

    - 2 -

Information
About XBP Europe

Overview,
page 173

    8.

    We note your response to
    comment 34. Please revise your disclosure to briefly and succinctly describe the meaning of open banking.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 181 and 182 of the Amendment.

XBP
Europe, Inc. and Subsidiaries

Audited
Combined and Consolidated Financial Statements

2.
Basis of Presentation and Summary of Significant Accounting Policies

Prior
Period Adjustments (in Thousands), page F-8

    9.

    We read your response to
    comment 47. The change in your operating loss for 2021 due to your restatement appears to be material. Please label the 2021 statements
    of operations amounts as restated in your financial statements and throughout the filing. Also, provide ASC 250 disclosures and remove
    your disclosure referring to the correction as not being material.

Response: In response to the Staff’s comment, the Company
has (1) restated 2021 combined and consolidated statement of operations and comprehensive loss, (2) restated Note 13 (Commitments and
Contingencies), Note 16 (Other Income (Expense), Net) and Note 18 (Segment Information) and (3) provided required ASC 250 disclosures.

13.
Commitments and Contingencies

Adverse
Arbitration Order, page F-32

    10.
    We note your response to comment 46 and reissue our comment with a clarification. Given the claim and the related counterclaim arose from the ordinary course of business, please tell us your basis in GAAP, citing specific guidance and supporting fact pattern in detail, for excluding the customer settlement expense from your operating loss for 2020.

Response: In response to the Staff’s comment, the Company
has restated 2020 statement of operations to include customer settlement expense in the operating loss for 2020. This restatement resulted
in a restatement of Note 13 (Commitments and Contingencies), Note 16 (Other Income (Expense), Net) and Note 18 (Segment Information) to
the combined and consolidated financial statements.  The Company also included required ASC 250 disclosures.

***

    - 3 -

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

- 4 -

United States securities and exchange commission logo
May 25, 2023
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed May 12, 2023
File No. 001-40206
Dear Howard Lutnick:
            We have reviewed your May 12, 2023 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
March 15, 2023 letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed May 12, 2023
Risks Related to CF VIII and the Business Combination
There are risks to CF VIII Stockholders who are not affiliates of the Sponsor..., page 67
1.We note your response to comment 15. Please revise the risk factor title to include a
reference to the lack of independent due diligence review by an underwriter and conflicts
of interest of the Sponsor previously reflected in the title here.

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 May 25, 2023 Page 2
 FirstName LastName
Howard  Lutnick
CF Acquisition Corp. VIII
May 25, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended
December 31, 2021, page 90
2.Please revise to eliminate the unaudited pro forma condensed combined statement of
operations and related footnotes for the year ended December 31, 2021.  Refer to Rule 11-
02(c)(2) of Regulation S-X.
The Business Combination Proposal
Background of the Business Combination, page 119
3.We note your response to comment 23 and reissue in part. Please revise this section to
disclose whether the preliminary information regarding XBP Europe and its business,
including its historical financial performance and its strategy, included the information
contained in the Initial 2022 Estimates and the Revised 2022 Estimates referred to on page
128.
4.We note your response to comment 24 and reissue in part. Please revise this section to
expand your discussion regarding the presentation of the market valuations for companies
similar to XBP Europe to the CF VIII Board at the special meeting of the CF VIII Board
head on October 7, 2022.  Include a discussion regarding the role CF&Co. played in the
preparation and presentation of these market valuations at this meeting beyond simply
providing a description of CF&Co. as a financial advisor to CF VIII. We note your
disclosure with respect to such valuations on pages 128 - 132.
5.We note your response to comment 25 and reissue. We note your disclosure that reflects
exchanges of multiple drafts of the LOI as well as a summary of key matters discussed.
Amend your disclosure to describe the material terms these discussions, including the
positions of the parties and how the material terms that were negotiated by the parties
evolved throughout this period, especially with regard to the enterprise value of XBP
Europe, consideration to be received, forfeiture of shares by the Sponsor, etc. Please
include enough detail so that Public Stockholders can fully understand how the final terms
of the LOI were determined.
CF VIII Board's Reasons for the Approval of the Business Combination, page 122
6.We note your revisions in response to our comment 14, including providing a cross-
reference to the relevant risk factor in the bullet titled "Exela Capital Structure." Please
further revise this bulleted section to briefly state that Exela also faces doubt as to its
ability to continue as a going concern where you describe the company to have a "highly
leveraged capital structure" and that Exela continues to be "highly leveraged."

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 May 25, 2023 Page 3
 FirstName LastName
Howard  Lutnick
CF Acquisition Corp. VIII
May 25, 2023
Page 3
Certain Forecasted Information for XBP Europe, page 128
7.We note your response to comment 30, including the disclosure of revenue and Adjusted
EBITDA reflected in the Revised 2022 Estimates. Please further revise this section to
disclose similar projections, including dollar amount ranges, associated with the Initial
2022 Estimates. Further, please expand your discussion to disclose the applicable material
assumptions contributing to calculation of the dollar amount reflected the updated
ranges in October 2022 resulting in the Revised 2022 Estimates. Additionally, we note
your disclosure in the Risk Factors section on page 49 regarding missed revenue and
Adjusted EBITDA projections for XBP Europe for the fiscal year ended December 31,
2022 and that they were less than those forecasted in the Revised 2022 Estimates used by
CF VIII in determining the $220 million valuation of the target. For appropriate context,
please revise your disclosure where appropriate to discuss how the Revised 2022
Estimates are not reflective of the most recent actual financial performance of XBP
Europe.
Information About XBP Europe
Overview, page 173
8.We note your response to comment 34. Please revise your disclosure to briefly and
succinctly describe the meaning of open banking.
XBP Europe, Inc. and Subsidiaries
Audited Combined and Consolidated Financial Statements
2. Basis of Presentation and Summary of Significant Accounting Policies
Prior Period Adjustments (in Thousands), page F-8
9.We read your response to comment 47.  The change in your operating loss for 2021 due to
your restatement appears to be material.  Please label the 2021 statements of operations
amounts as restated in your financial statements and throughout the filing.  Also, provide
ASC 250 disclosures and remove your disclosure referring to the correction as not being
material.
13. Commitments and Contingencies
Adverse Arbitration Order, page F-32
10.We note your response to comment 46 and reissue our comment with a clarification.
Given the claim and the related counterclaim arose from the ordinary course of business,
please tell us your basis in GAAP, citing specific guidance and supporting fact pattern in
detail, for excluding the customer settlement expense from your operating loss for 2020.

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 May 25, 2023 Page 4
 FirstName LastName
Howard  Lutnick
CF Acquisition Corp. VIII
May 25, 2023
Page 4
            You may contact Stephen Kim at 202-551-3291 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Gary Simon

CORRESP
1
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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

United States securities and exchange commission logo
April 26, 2023
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 29, 2023
File No. 001-40206
Dear Howard Lutnick:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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CF ACQUISITION CORP. VIII

110 East 59th Street

New York, New York 10022

April 25, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attention: Stephen Kim and Rufus Decker

Re: CF Acquisition Corp. VIII

Form 10-K for Fiscal Year Ended December
31, 2022

Filed March 29, 2023

File No. 001-40206

Dear Mr. Kim and Mr. Decker:

CF Acquisition Corp. VIII
(the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”), dated April 10, 2023. For the Staff’s convenience, we have
repeated below the Staff’s comment in bold and have followed the comment with the Company’s response. Concurrently with the
submission of this letter, the Company is filing an amendment to the Company’s Annual Report on Form 10-K (the “Amended Annual
Report”).

Form 10-K for Fiscal Year Ended December 31, 2022

Item 9A. Controls and Procedures, page 32

 1. Please revise to disclose the conclusions of your principal executive officer and principal financial
officer regarding the effectiveness of your disclosure controls and procedures. Refer to Item 307 of Regulation S-K.

The Company respectfully advises the
Staff that in response to the Staff’s comment, the Company has filed the Amended Annual Report to include the requested disclosure.

* * *

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Joshua N.
Englard, Esq., of Ellenoff Grossman & Schole LLP, at JEnglard@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    CF Acquisition Corp. VIII

    By:
     /s/ Jane Novak

    Name:
    Jane Novak

    Title:
     Chief Financial Officer

    cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
April 10, 2023
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 29, 2023
File No. 001-40206
Dear Howard Lutnick:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 32
1.Please revise to disclose the conclusions of your principal executive officer and principal
financial officer regarding the effectiveness of your disclosure controls and procedures.
Refer to Item 307 of Regulation S-K.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameHoward Lutnick
 Comapany NameCF Acquisition Corp. VIII
 April 10, 2023 Page 2
 FirstName LastName
Howard Lutnick
CF Acquisition Corp. VIII
April 10, 2023
Page 2
            You may contact Stephen Kim at (202) 551-3291 or Rufus Decker at (202) 551-3769, if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
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

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 March 15, 2023 Page 2
 FirstName LastNameHoward  Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 2
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

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 March 15, 2023 Page 3
 FirstName LastNameHoward  Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 3
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

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 March 15, 2023 Page 4
 FirstName LastName
Howard  Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 4
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.

 FirstName LastNameHoward  Lutnick
 Comapany NameCF Acquisition Corp. VIII
 March 15, 2023 Page 6
 FirstName LastName
Howard  Lutnick
CF Acquisition Corp. VIII
March 15, 2023
Page 6
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

United States securities and exchange commission logo
August 24, 2022
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Form Pre 14A
Filed August 12, 2022
File No. 001-40206
Dear Mr. Lutnick:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joshua N. Englard, Esq.

CORRESP
1
filename1.htm

CF ACQUISITION CORP. VIII

110 East 59th Street

New York, New York 10022

August 22, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: Stacie Gorman and Pam Howell

    Re:
    CF Acquisition Corp. VIII

    Form Pre 14A

    Filed August 12, 2022

    File No. 001-40206

Dear Ms. Gorman and Ms. Howell:

CF Acquisition Corp. VIII (the
“Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), dated August 18, 2022. For the Staff’s convenience, we have repeated
below the Staff’s comment in bold and have followed the comment with the Company’s response.

Form Pre 14A

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

The Company respectfully advises
the Staff that its sponsor, CFAC Holdings VIII, LLC, is a Delaware limited liability company, and is neither controlled by, nor does it
have substantial ties with, any non-U.S. person.

* * *

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Joshua N.
Englard, Esq., of Ellenoff Grossman & Schole LLP, at JEnglard@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    CF Acquisition Corp. VIII

    By: /s/ Howard W. Lutnick

    Name: Howard W. Lutnick

    Title: Chief Executive Officer

    cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
August 18, 2022
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. VIII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VIII
Form Pre 14A
Filed August 12, 2022
File No. 001-40206
Dear Mr. Lutnick:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form Pre 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate.  Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity

 FirstName LastNameHoward Lutnick
 Comapany NameCF Acquisition Corp. VIII
 August 18, 2022 Page 2
 FirstName LastName
Howard Lutnick
CF Acquisition Corp. VIII
August 18, 2022
Page 2

in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joshua N. Englard, Esq.

CORRESP
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CORRESP

 CF Acquisition Corp. VIII

110 East 59th Street

 New York, NY
10022

 March 11, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street N.E.

Washington, D.C., 20549

 Attention: Todd K. Schiffman

Re:

 CF Acquisition Corp. VIII

 Registration Statement on Form S-1

 Filed February 19, 2021, as amended

 File No. 333-253308

 Dear Mr. Schiffman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, CF Acquisition Corp. VIII hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Thursday, March 11, 2021, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Howard W.
Lutnick

 Howard W. Lutnick

 Chief Executive Officer

cc:

 Ellenoff Grossman & Schole LLP

 Graubard Miller LLP

CORRESP
1
filename1.htm

CORRESP

 March 11, 2021

 VIA EDGAR

 U.S.
Securities & Exchange Commission

 100 F Street, NE

Washington, D.C. 20549-4561

Re:

 CF Acquisition Corp. VIII

 Registration Statement on Form S-1

 File No. 333-253308

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of CF Acquisition Corp. VIII that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. EST on March 11, 2021, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, in excess of 300 copies of the
Preliminary Prospectus dated March 10, 2021 have been or will be distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities and Exchange Act of 1934, as amended.

 [signature page follows]

 Very truly yours,

 CANTOR FITZGERALD AND CO.

By:

 /s/ David
Batalion

 Name: David Batalion

 Title: Managing Director, Head of SPACs

CORRESP
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CORRESP

 VIA EDGAR

March 10, 2021

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Babette Cooper

Re:    Re: CF Acquisition Corp. VIII

Form S-1/A filed March 5, 2021

File No. 333-253308

Dear Ms. Cooper:

 CF Acquisition Corp.
VIII., (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated March 8, 2021, regarding Amendment No. 3 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed on March 5, 2021.

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the
Company’s response.

 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 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.

 We
acknowledge the Staff’s comment. In evaluating the impact of founder share ownership of Robert Hochberg and Charlotte Blechman on their director independency, our board of directors has considered the following:

Nature of Transfer: As disclosed in the Registration Statement, the 10,000 founder shares were transferred by our sponsor to each of
Mr. Hochberg and Ms. Blechman as compensation for their services on our board upon consummation of this offering.

 Amount of Shares Transferred: The amount of shares transferred is nominal and
accounts for a small percentage of our outstanding shares both prior to and upon this offering.

 Transfer Restrictions Applicable to
Such Shares: Such shares are not transferrable until the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price
of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction
that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Impact of A Specific Transaction on Value of Such Shares: Our board of directors will evaluate and approve our potential business
combination on a deal by deal basis. While the value of founder shares owned by our director nominees is affected by whether we eventually enter into a business combination, it is less likely affected by whether we enter into a transaction with any
specific target business.

 Considering the foregoing, our board of directors has determined that the founder share ownership does not
constitute a material relationship that would interfere with the exercise of independent judgment of our director nominees in carrying out their responsibilities, particularly performance of their duties in connection with evaluating any potential
target business.

 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.

 In response to the Staff’s comment, we have
revised the Registration Statement to add additional disclosure on this topic.

 * * *

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Very truly yours,

CF Acquisition Corp. VIII

By:

 /s/ Howard W. Lutnick

Name:

Howard W. Lutnick

Title:

Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

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.

 FirstName LastNameAdam Brajer
 Comapany NameCF Acquisition Corp. VIII
 March 8, 2021 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction