UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 22, 2021 (March 16, 2021)

CF ACQUISITION CORP. VIII

(Exact name of registrant as specified in its charter)

110 East 59^th Street, New York, NY 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 938-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On March 16, 2021, CF Acquisition Corp. VIII (the “Company”) consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units”), including 3,000,000 units sold upon partial exercise of the underwriters’ over-allotment. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant of the Company (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. Only whole warrants are exercisable. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.

Simultaneously with the closing of the IPO, pursuant to a private placement units purchase agreement with CFAC Holdings VIII, LLC (the “Sponsor”), the Company completed the private sale of an aggregate of 540,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,400,000.

A total of $250,000,000, comprised of $244,600,000 of the proceeds from the IPO and $5,400,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

On March 16, 2021, the underwriters in the IPO informed the Company that the remaining portion of the over-allotment option would not be exercised. As a result, 75,000 shares of Class B common stock of the Company were forfeited by the Sponsor in order for it and the other holders of the Class B common stock to maintain ownership of 20.0% of the issued and outstanding shares of common stock of the Company (excluding the Private Placement Units held by the Sponsor). Such forfeited shares were cancelled by the Company.

An audited balance sheet as of March 16, 2021 reflecting receipt of the proceeds upon consummation of the IPO, the sale of the Private Placement Units, and the forfeiture of Class B Shares, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 22, 2021