CF Acquisition Corp. VIII

Successor and predecessor periods are not directly comparable, which is why the operating swing from profit to loss sits alongside a $33 million fall in interest expense. Equity fell by roughly half over the half-year while total liabilities remain about 94% of total assets. Registered warrants require ten warrants and $115.00 for one share.

Revenue is falling 14% while bookings rose more than half, so the contracted work has not yet reached the income statement; the profit improvement comes from margin and the automation programme rather than volume. Every growth comparison in the release is pro forma against a period the company did not actually report, and the strategic-alternatives process now has a banker attached to it.

A 1-for-10 reverse split executed December 12, 2025 is the standard cure for an exchange minimum-price deficiency, and it tells holders the pre-split stock had fallen below listing thresholds. Combined with four board seats turning over on a single date in July 2025, this is a company that has been reconstituted rather than one executing a stable post-de-SPAC plan; the CF VIII trust was released long before and offers no floor.

Issuing up to 88,432,239 new shares against 35,915,548 outstanding would nearly triple the share count in a single transaction, and it is being done to acquire a business whose own auditors have twice flagged substantial doubt about its survival and whose assets are pledged as collateral. Existing XBP holders take on that going-concern risk while being diluted to roughly a third of the company. A reverse split on the same ballot compresses their base first.

The 23,748,940-share issuance is the number that sets CFFE holders' post-deal position: it is large enough to require a Nasdaq 5635 vote, meaning the sellers take more than a fifth of the company. Public stockholders may instead redeem for their pro rata share of the trust measured two business days before closing, which remains the certain alternative. A deal signed in October 2022 and still voting in August 2023 has already taken far longer than planned.

One proposal repays reading twice: an amendment to Section 9.2 of the CF VIII Charter to expand the methods CF VIII may employ to avoid becoming subject to the SEC's penny stock rules — a governance change aimed at the combined company's likely share price rather than at the transaction itself. Redemption does not require voting either way, and the election deadline is two business days before the special meeting, whose date and record date are both left blank. The Sponsor, directors and officers have interests that may conflict with stockholders'.

What changed: Q2 2026 10-Q of XBP Global Holdings, Inc. (Nasdaq: XBP), filed under CF Acquisition Corp. VIII's CIK, presented on a successor/predecessor basis. Successor Q2 2026 revenue was $191,311 thousand against predecessor Q2 2025 revenue of $182,164 thousand; six-month revenue was $388,396 thousand against $372,660 thousand. The operating result was a $(3,722) thousand loss for the quarter and $(18,804) thousand for the six months, against predecessor operating profits of $5,566 thousand and $11,549 thousand. Why it matters: Successor and predecessor periods are not directly comparable, which is why the operating swing from profit to loss sits alongside a $33 million fall in interest expense. Equity fell by roughly half over the half-year while total liabilities remain about 94% of total assets. Registered warrants require ten warrants and $115.00 for one share.

What changed: XBP Global Holdings, Inc. (Nasdaq: XBP) furnished a press release dated August 13, 2026 reporting second quarter 2026 results. Revenue was $191.3 million, a decline of 14.0% year over year on a pro forma basis, with gross margin of 21.5% and adjusted gross margin of 24.9%, a net loss of $16.7 million and Normalized EBITDA of $21.9 million, up 8.4% year over year pro forma. The company closed $121.3 million of total contract value in the quarter, up 51.6% year over year and 41.9% above the trailing four-quarter average, and $36.0 million of new annual contract value, up 57.0%. Why it matters: Revenue is falling 14% while bookings rose more than half, so the contracted work has not yet reached the income statement; the profit improvement comes from margin and the automation programme rather than volume. Every growth comparison in the release is pro forma against a period the company did not actually report, and the strategic-alternatives process now has a banker attached to it.