XBP Europe, Inc. entered into a letter of intent to acquire CF Acquisition Corp. VIII (NasdaqCM:CFFE) from CFAC Holdings VIII, LLC and others in a reverse merger transaction in August 22, 2022. XBP Europe, Inc. entered into a definitive merger agreement to acquire CF Acquisition Corp. VIII (NasdaqCM:CFFE) from CFAC Holdings VIII, LLC and others in a reverse merger transaction for approximately $240 million on October 9, 2022. The transaction values XBP Europe at an initial enterprise value of $220 million. Exela Technologies, Inc. will indirectly own a majority of the new public company, named XBP Europe Holdings, Inc. In connection with the business, combination, the Sponsor has agreed that upon closing, all loans made by the Sponsor to the Company and advancements paid by the Sponsor on behalf of the Company (except for certain third party expenses incurred in connection with the Business Combination paid prior to the closing) will be repaid in the form of newly issued shares of Class A Common Stock, rather than in cash, at a value of $10.00 per share. After closing, the combined company XBP Europe Holdings, Inc. is expected to be publicly listed on Nasdaq under the symbol XBP.

Following closing, the board of directors of the combined entity will include Par Chadha as Director and Executive Chairman, Andrej Jonovic and Director and Chief Executive Officer, Vitalie Robu as President, Dejan Avramovic as Chief Financial Officer, J. Coley Clark, James G. Reynolds and Martin P. Akins as Directors.

The transaction is subject to the approval of the stockholders of CF Acquisition; regulatory approval; all waiting or other periods having been made, obtained or having expired or been terminated, as applicable; the shares of Class A Common Stock to be issued under the Merger Agreement having been approved for listing; execution of ancillary agreements; and other customary closing conditions. Concurrently, BTC International, XBP and CF VIII entered into lock-up agreement, pursuant to which securities of the Combined Entity held will be locked -up and subject to transfer restrictions. On August 24, 2023 the shareholders of CF approved the transaction. The Board of Directors of each of Exela and CF Acquisition have unanimously approved the transaction. Transaction is expected to close in the first half of 2023.

Cantor Fitzgerald & Co. acted as financial advisor and Michael Traube, Constantine (Gus) Petropoulos, Alan Kravitz, Javad Husain, Andy Braiterman, Shahzeb Lari, Bryan J. Sillaman, Charles Wachsstock, Edouard Gergondet, Ken Lefkowitz, Gary J. Simon, and James R. Klaiber of Hughes Hubbard & Reed LLP acted as legal advisors to CF Acquisition. Maurice Lefkort and Sean Ewen of Willkie Farr & Gallagher LLP acted as legal advisors to XBP Europe. CF Acquisition Corp. VIII engaged Morrow Sodali, LLC to assist in the solicitation of proxies for the Special Meeting and agreed to pay Morrow Sodali a fee of $15,000 in connection with such services in connection with the Special Meeting. CF VIII agreed to pay CF&Co. a cash fee for such services upon the consummation of its initial business combination in an amount equal to $9,350,000.

XBP Europe, Inc. completed the acquisition of CF Acquisition Corp. VIII (NasdaqCM:CFFE) from CFAC Holdings VIII, LLC and others in a reverse merger transaction in November 29, 2023.