XBP Global Holdings, Inc. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 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 its charter) Delaware 85-2002883 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 110 East 59 th Street , New York , New York 10022 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area 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 Internal Controls 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 Financial Reporting 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 Exhibit No. Description 1.1 Underwriting Agreement, dated March 11, 2021, by and among the Company, CF&Co, as representative of the several underwriters, and the qualified independent underwriter named therein. (2) 1.2 Business Combination Marketing Agreement, dated March 11, 2021, by and between the Company and CF&Co. (2) 2.1 Merger Agreement, dated as of October 9, 2022, by and among the Company, Merger Sub, XBP Europe and the Parent.(3) 3.1 Amended and Restated Certificate of Incorporation. (2) 3.2 Bylaws. (1) 3.3 Amendment to Amended and Restated Certificate of Incorporation of the Company. (4) 3.4 Second Amendment to Amended and Restated Certificate of Incorporation of the Company. (6) 3.5 Third Amendment to Amended and Restated Certificate of Incorporation of the Company. (8) 4.1 Specimen Unit Certificate. (1) 4.2 Specimen Class A Common Stock Certificate. (1) 4.3 Specimen Warrant Certificate. (1) 4.4 Warrant Agreement, dated March 11, 2021, by and between the Company and Continental, as warrant agent. (2) 4.5 Description of Registered Securities.** 10.1 Letter Agreement, dated March 11, 2021, by and among the Company, the sponsor and each of the directors and executive officers of the Company. (2) 10.2 Investment Management Trust Agreement, dated March 11, 2021, by and between the Company and Continental, as trustee. (2) 10.3 Registration Rights Agreement, dated March 11, 2021, by and among the Company, the sponsor and the holders party thereto. (2) 10.4 Expense Advancement Agreement, dated March 11, 2021, by and between the Company and the sponsor. (2) 10.5 Private Placement Units Purchase Agreement, dated March 11, 2021, by and between the Company and the sponsor. (2) 10.6 Form of Indemnity Agreement. (1) 10.7 Promissory Note, dated December 7, 2020, issued to the sponsor. (1) 10.8 Promissory Note, dated March 11, 2021, issued to the sponsor. (2) 10.9 Administrative Services Agreement, dated March 11, 2021, by and between the Company and the sponsor. (2) 10.10 Forward Purchase Contract, dated March 11, 2021, by and between the Company and the sponsor. (2) 10.11 Promissory Note, dated March 9, 2022, issued to the sponsor. (4) 10.12 Promissory Note, dated June 30, 2022, issued to the sponsor. (5) 10.13 Promissory Note, dated September 30, 2022, issued to the sponsor. (6) 10.14 Promissory Note, dated October 14, 2022, issued to the sponsor. (7) 10.15 Promissory Note, dated March 15, 2023, issued to the sponsor. (8) 10.16 Ultimate Parent Support Agreement, dated as of October 9, 2022, by and among the Company and ETI-XCV Holdings, LLC. (3) 10.17 Sponsor Support Agreement, dated as of October 9, 2022, by and among the Company, the Sponsor, XBP Europe and the Parent. (3) 10.18 Lock-Up Agreement, dated as of October 9, 2022, by and among the Company, Merger Sub, XBP Europe and the Parent. (3) 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-Oxley Act of 2002.* 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-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*** 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)* * Filed herewith. ** Previously Filed. *** Previously Furnished. (1) Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on March 10, 2021. (2) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on March 17, 2021. (3) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on October 11, 2022. (4) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on March 9, 2022. (5) Incorporated by reference to the Company’s Form 10-Q, filed with the SEC on August 15, 2022. (6) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on September 30, 2022. (7) Incorporated by reference to the Company’s Form 10-Q, filed with the SEC on November 14, 2022. (8) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on March 17, 2023. 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 (Principal Financial and Accounting Officer) 3