0001213900-23-092221.txt : 20231201 0001213900-23-092221.hdr.sgml : 20231201 20231201193941 ACCESSION NUMBER: 0001213900-23-092221 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231129 FILED AS OF DATE: 20231201 DATE AS OF CHANGE: 20231201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CANTOR FITZGERALD, L. P. CENTRAL INDEX KEY: 0001024896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40206 FILM NUMBER: 231461022 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126102000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: CANTOR FITZGERALD L P DATE OF NAME CHANGE: 19961015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUTNICK HOWARD W CENTRAL INDEX KEY: 0001250975 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40206 FILM NUMBER: 231461020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CFAC Holdings VIII, LLC. CENTRAL INDEX KEY: 0001897727 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40206 FILM NUMBER: 231461023 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-2307 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CF GROUP MANAGEMENT INC CENTRAL INDEX KEY: 0001251145 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40206 FILM NUMBER: 231461021 MAIL ADDRESS: STREET 1: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XBP Europe Holdings, Inc. CENTRAL INDEX KEY: 0001839530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 852002883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2701 EAST GRAUWYLER ROAD CITY: IRVING STATE: TX ZIP: 75061 BUSINESS PHONE: (844) 935-2832 MAIL ADDRESS: STREET 1: 2701 EAST GRAUWYLER ROAD CITY: IRVING STATE: TX ZIP: 75061 FORMER COMPANY: FORMER CONFORMED NAME: CF Acquisition Corp. VIII DATE OF NAME CHANGE: 20210107 4 1 ownership.xml X0508 4 2023-11-29 0 0001839530 XBP Europe Holdings, Inc. XBP 0001897727 CFAC Holdings VIII, LLC. 110 EAST 59TH STREET NEW YORK NY 10022 0 0 1 0 0001024896 CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK NY 10022 0 0 1 0 0001251145 CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK NY 10022 0 0 1 0 0001250975 LUTNICK HOWARD W 110 EAST 59TH STREET NEW YORK NY 10022 0 0 1 0 0 Common stock 2023-11-29 4 J 0 494600 0 A 6032100 D Common stock 2023-11-29 4 A 0 1250000 A 7282100 D Common stock 2023-11-29 4 A 0 1020480 10 A 8302580 D Common stock 2023-11-29 4 D 0 1600000 9.99 D 6702580 D Class B common stock 2023-11-29 4 D 0 733400 0.00 D Common Stock 733400 629600 D Class B common stock 2023-11-29 4 D 0 494600 0.00 D Common Stock 494600 135000 D Warrants 11.5 2023-11-29 4 J 0 250000 0.08 A 2023-12-29 2028-12-29 Common Stock 250000 385000 D On November 29, 2023, the issuer consummated its initial business combination with XBP Europe, Inc. (the "Business Combination"). Upon closing of the Business Combination, shares of Class A common stock were designated as shares of common stock. As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", upon consummation of Business Combination and waiver of the Sponsor's anti-dilution rights in connection with the conversion, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis. Pursuant to that certain Forward Purchase Contract, dated March 11, 2021, by and between the issuer and the Sponsor, the Sponsor acquired an aggregate of 1,250,000 shares of Class A common stock and 250,000 warrants, each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, for a total purchase price of $10,000,000. In connection with the closing of the Business Combination, these shares were issued to the Sponsor in consideration for the repayment of certain amounts owed by the issuer to the Sponsor, at a price of $10.00 per share. Upon closing of the Business Combination, the Sponsor distributed these shares to Cantor Fitzgerald, L.P. ("Cantor"), its sole member, and Cantor further distributed these shares to certain of its partners who are not affiliates of the issuer. Such partners of Cantor acquired these shares for an average price of $9.99 per share. As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. In connection with the closing of Business Combination, the Sponsor forfeited 733,400 shares of Class B common stock. The Sponsor is the record holder of the shares reported herein. Cantor is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. /s/ Howard Lutnick 2023-12-01 /s/ Howard Lutnick, as Chief Executive Officer of CFAC Holdings VIII, LLC 2023-12-01 /s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. 2023-12-01 /s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc. 2023-12-01