Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
CF Acquisition Corp. VIII, a Delaware corporation (the "Company"), was formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the "Business Combination"). The amended and restated
certificate of incorporation of the Company (the "Charter") provides that, prior
to the consummation of the Business Combination, the Company shall provide all
holders of shares of Class A common stock, par value $0.0001 per share, of the
Company ("Class A common stock") included as part of the units sold in the
Company's initial public offering (the "Public Shares") with the opportunity to
have their Public Shares redeemed upon the consummation of the Business
Combination pursuant to, and subject to the limitations of, the terms of the
Charter; provided, however, that the Company shall not redeem or repurchase
Public Shares to the extent that such redemption would result in failure of the
Company, or any entity that succeeds the Company as a public company, to have
net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the
Securities Exchange Act of 1934, as amended, (or any successor rule) of at least
$5,000,0001 or any greater net tangible asset or cash requirement which may be
contained in the agreement relating to the Business Combination.
In accordance with Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC
480"), redemption provisions not solely within the control of the Company
require common stock subject to redemption to be classified outside of permanent
equity. In the Company's (i) audited balance sheet as of March 16, 2021, as
previously restated in the Company's Quarterly Report for the quarterly period
ended March 31, 2021 on Form 10-Q filed with U.S. Securities and Exchange
Commission (the "SEC") on May 17, 2021, (ii) unaudited financial statements as
of and for the three months ended March 31, 2021 included in the Company's
Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021, and (iii)
unaudited financial statements as of and for the six months ended June 30, 2021
included in the Company's Quarterly Report on Form 10-Q filed with the SEC on
August 12, 2021 (collectively, the "Financial Statements"), the Company
classified a portion of the Public Shares in permanent equity, or total
stockholder's (deficit) equity. Although the Company did not specify a maximum
redemption threshold, the Charter provision described above does not permit the
Company to redeem Public Shares in an amount that would cause its net tangible
assets to be less than $5,000,001. Management has now determined, after
consultation with its advisors, that the Public Shares can be redeemed or become
redeemable subject to the occurrence of future events considered to be outside
the Company's control. Accordingly, the Company's management has concluded that
the Company should present all Public Shares as temporary equity and recognize
accretion from the initial book value to redemption value at the time of the
Company's initial public offering and in accordance with ASC 480.
On December 17, 2021, the Audit Committee of the Board of Directors of the
Company (the "Audit Committee") concluded, after discussion with the Company's
management, that the Financial Statements should no longer be relied upon due to
changes required to reclassify all of the Company's Public Shares in temporary
equity. As such, the Company intends to file an amendment to its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021 reflecting
this reclassification (the "Amended Third Quarter 10-Q"). The adjustments to the
Financial Statements will be set forth through expanded disclosure in the
financial statements included in the Amended Third Quarter 10-Q.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent registered accounting firm.
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