10-K/A
XBP Global Holdings, Inc. (XBP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-40206
CF ACQUISITION CORP. VIII
(Exact name of registrant as specified in itscharter)
| Delaware | 85-2002883 |
|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. Employer<br> <br>Identification No.) |
| 110 East 59^th^ Street, New York, New York | 10022 |
|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, includingarea code: (212) 938-5000
Securities registered pursuant to Section 12(b)of the Act:
| Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: |
|---|
| Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | CFFEU | The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share | CFFE | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | CFFEW | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g)of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The aggregate market value of the outstanding shares of the registrant’s Class A common stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A common stock on June 30, 2022, as reported on the Nasdaq Capital Market, was $223,633,938.
As of March 29, 2023, there were 6,976,589 shares of Class A common stock, par value $0.0001 per share, and 1,250,000 shares of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.
| Auditor Name: | Auditor Location: | Auditor Firm ID: |
|---|---|---|
| WithumSmith+Brown, PC | New York, New York | 100 |
EXPLANATORY NOTE
CF Acquisition Corp. VIII (the “Company”, “we”, “our” or “us”) is filing this Amendment No. 1 (this “Amendment”) solely to amend Part II, Item 9A. “Controls and Procedures.” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023 (the “Original Filing”).
In addition, the Company is including in this Amendment currently dated certifications from its Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2, respectively.
Except as otherwise expressly stated herein, this Amendment does not modify or update the disclosure contained in the Original Filing in any way other than as required to reflect the amendment discussed above and reflected below.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Annual Report on InternalControls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Our internal control over financial reporting includes policies and procedures that are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP.
Based on the foregoing, management determined that we maintained effective internal control over financial reporting as of December 31, 2022.
Changes in Internal Control over FinancialReporting
There have been no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent quarter of the fiscal year ended December 31, 2022 covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
1
EXHIBIT INDEX
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| April 25, 2023 | CF Acquisition Corp. VIII | |
|---|---|---|
| By: | /s/ Jane Novak | |
| Name: | Jane Novak | |
| Title: | Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer) |
3
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002
I, Howard W. Lutnick, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report<br>on Form 10-K/A of CF Acquisition Corp. VIII; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report; | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements, and other<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the registrant as of, and for, the periods presented in this report; | |
| --- | --- | |
| 4. | The registrant’s other certifying officer and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| --- | --- | |
| a) | Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | Designed such internal control over financial reporting, or<br>caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles; | |
| --- | --- | |
| c) | Evaluated the effectiveness of the registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| d) | Disclosed in this report any change in the registrant’s<br>internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>registrant’s internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant’s other certifying officer and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the<br>audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| (a) | All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| (b) | Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| --- | --- | |
| Date: April 25, 2023 | By: | /s/ Howard W. Lutnick |
| --- | --- | --- |
| Howard W. Lutnick | ||
| Chairman and Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002
I, Jane Novak, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report<br>on Form 10-K/A of CF Acquisition Corp. VIII; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report; | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements, and other<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the registrant as of, and for, the periods presented in this report; | |
| --- | --- | |
| 4. | The registrant’s other certifying officer and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| --- | --- | |
| a) | Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | Designed such internal control over financial reporting, or<br>caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles; | |
| --- | --- | |
| c) | Evaluated the effectiveness of the registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br>as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| d) | Disclosed in this report any change in the registrant’s<br>internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>registrant’s internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant’s other certifying officer and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the<br>audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| (a) | All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| (b) | Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| --- | --- | |
| Date: April 25, 2023 | By: | /s/ Jane Novak |
| --- | --- | --- |
| Jane Novak | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |