Item
1.01. Entry into a Material Definitive Agreement
Merger
Agreement
On October 9, 2022, CF Acquisition Corp.
VIII, a Delaware corporation (“CF VIII”), Sierra Merger Sub, Inc., a
Delaware corporation and a direct wholly owned subsidiary of CF Acquisition Corp. VIII (“Merger
Sub”), BTC International Holdings, Inc., a Delaware corporation (“Parent”)
and XBP Europe, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“XBP
Europe”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Pursuant to the Merger Agreement, upon the closing of the transactions contemplated thereby (the
“Closing”), Merger Sub will merge with and into XBP Europe (the
“Merger” and together with the other transactions contemplated by the
Merger Agreement, the “Transactions”), with XBP Europe surviving as a
direct wholly owned subsidiary of CF VIII. As a result of the Merger, (i) each share of capital stock of Merger Sub shall
automatically be converted into an equal number of shares of common stock of XBP Europe, (ii) each share of stock of XBP Europe will
be cancelled and exchanged for the right to receive a number of shares of Class A common stock of CF VIII, par value $0.0001 per
share (the “Class A Common Stock”) equal to (a) the quotient of (1) (A)
the sum of $220,000,000 minus (B) the Company Closing Indebtedness of XBP
Europe (as contemplated by the Merger Agreement) divided by (2) $10.00 plus
(b) 1,330,650, and (iii) CF VIII will amend its charter to, among other matters, change its name to XBP Europe Holdings, Inc.
The
terms of the Merger Agreement, which contain customary representations, warranties, covenants, closing conditions, and other terms relating
to the Merger and the other Transactions are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise
defined herein have the meanings given to them in the Merger Agreement.
Representations,
Warranties and Covenants
The
Merger Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. Many of the representations
and warranties are qualified by materiality or Acquiror Material Adverse Effect or Company Material Adverse Effect. “Material Adverse
Effect” as used in the Merger Agreement means with respect to CF VIII or XBP Europe, as applicable, any event, state of facts,
development, change, circumstance, occurrence or effect that has had, or would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of the
applicable party and its subsidiaries, taken as a whole or (ii) the ability of such party and its subsidiaries to consummate the Transactions,
in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications
contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.
The
Merger Agreement also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective
businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior
written consent of the other party, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed
not to solicit, negotiate or enter into competing transactions, as further provided in the Merger Agreement. The covenants do not survive
the Closing (other than those that are to be performed after the Closing).
CF
VIII and XBP Europe agreed, as promptly as practicable after the execution of the Merger Agreement, to prepare and (in the case of CF
VIII) file with the U.S. Securities and Exchange Commission (the “SEC”), a proxy statement on Schedule 14A (as amended
or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of CF VIII for the purpose
of CF VIII soliciting proxies from the stockholders of CF VIII to approve (the “CF VIII Stockholder Approval”) the
Merger Agreement, the transactions contemplated thereby and related matters (the “Transaction Proposals”) at a special
meeting of CF VIII stockholders (the “CF VIII Stockholder Meeting”) and providing such stockholders an opportunity,
in accordance with CF VIII’s organizational documents and initial public offering prospectus, to have their shares of Class A common
stock, par value $0.0001 per share of CF VIII (the “Class A Common Stock”) redeemed (the “Redemption Right”).
CF
VIII agreed to take all commercially reasonable action within its power so that effective immediately following Closing, the board of
directors of CF VIII will consist of the seven individuals to be designated by XBP Europe prior to the Closing, including Par Chadha
as chair.
Conditions
to the Parties’ Obligations to Consummate the Merger
Under
the Merger Agreement, the obligations of the parties to consummate (or cause to be consummated) the Transactions are subject to a number
of customary conditions for special purpose acquisition companies, including, among others, the following: (i) the approval of the Transaction
Proposals by the CF VIII stockholders, (ii) all specified notices, approvals or consents (including governmental and regulatory approvals)
and all waiting or other periods having been made, obtained or having expired or been terminated, as applicable, (iii) the definitive
Proxy Statement having been filed and no proceedings having been initiated or threatened by the SEC with respect thereto, (iv) the consummation
of the Transactions not being prohibited by applicable law, (v) each of the Ancillary Agreements being in full force and effect, and
(vi) the Delayed Contribution having occurred.
The
obligations of CF VIII and Merger Sub to consummate (or cause to be consummated) the Transactions are also subject to, among other things
(i) the representations and warranties of XBP Europe being true and correct, subject to the applicable materiality standards contained
in the Merger Agreement, (ii) material compliance by XBP Europe with its pre-closing covenants, (iii) no occurrence of a Company Material
Adverse Effect, (iv) XBP Europe and a subsidiary of the Parent’s indirect sole shareholder, Exela Technologies, Inc. (“Exela”),
having entered into the Tax Sharing Agreement and Services Agreement, and (v) all notices, approvals or consents, as set forth in the
Merger Agreement, having been obtained.
The
obligations of XBP Europe to consummate (and cause to be consummated) the Transactions are also subject to, among other things (i) the
representations and warranties of CF VIII being true and correct, subject to the applicable materiality standards contained in the Merger
Agreement, (ii) material compliance by CF VIII with its pre-closing covenants, (iii) no occurrence of an Acquiror Material Adverse Effect,
and (iv) the shares of Class A Common Stock to be issued under the Merger Agreement having been approved for listing, and no Listing
Event being ongoing or occurring upon consummation of the Closing.
Termination
Rights
The Merger Agreement contains certain termination
rights, including, among others, the following: (i) upon the mutual written consent of Parent and CF VIII, (ii) if the consummation of
the Transactions is prohibited by applicable law, (iii) by Parent if the CF VIII board of directors publicly changes its recommendation
with respect to the Merger Agreement and Transactions and related stockholder approvals under certain circumstances detailed in the Merger
Agreement, (iv) by either CF VIII or Parent if the CF VIII stockholders’ meeting is held and CF VIII stockholder approval of the
Transactions is not received, (v) by Parent if CF VIII has not obtained stockholder approval of any necessary extension of the expiration
for CF VIII to consummate a business combination, (vi) by CF VIII if the written consent of the Parent with respect to the Transactions
is not received, (vii) by CF VIII if the requisite PCAOB-compliant audited financials of XBP Europe and its subsidiaries (the “XBP
Companies”) reflect a financial position, operating results or cash flows that materially and negatively affect the fair market
value of XBP Europe, (viii) by CF VIII if the requisite PCAOB-compliant financials of the XBP Companies have not been delivered to CF
VIII on the timing set forth in the Merger Agreement, (ix) by Parent if CF VIII (a) is delisted from Nasdaq, (b) is unable to continue
satisfying the listing requirements of Nasdaq or (c) has received notice of non-compliance with the continued listing requirements of
Nasdaq which, in any event, is not cured within 30 days (and, such event will not give rise to a termination if CF VIII relists its common
stock on the New York Stock Exchange), (x) by either CF VIII or Parent in connection with a breach of a representation, warranty, covenant
or other agreement by Parent or XBP Europe (in the case of CF VIII) or CF VIII or Merger Sub (in the case of the Parent), which is not
capable of being cured within 30 days after receipt of such breach, subject to the materiality standards contained in the Merger Agreement,
or (xi) by either CF VIII or XBP Europe if the Closing has not occurred on or before June 30, 2023 (subject to automatic extension until
as late as September 30, 2023 on the terms and conditions set forth in the Merger Agreement).
None
of the parties to the Merger Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result
of a termination of the Merger Agreement. However, each party will remain liable for willful and material breaches of the Merger Agreement
prior to termination.
Trust
Account Waiver
The
Parent agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in CF VIII’s
trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account
(including any distributions therefrom).
The
Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its
entirety by reference to the full text of the Merger Agreement. The Merger Agreement provides investors with information regarding its
terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations
and warranties contained in the Merger Agreement were made as of the execution date of the Merger Agreement only and are qualified by
information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Merger Agreement.
These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties
set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may have been used for the
purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations
and warranties in the Merger Agreement as characterizations of the actual statements of fact about the parties.
Ultimate
Parent Support Agreement
Concurrently with the execution of the
Merger Agreement, CF VIII entered into an Ultimate Parent Support Agreement with ETI-XCV Holdings, LLC (the “Ultimate
Parent”), an indirect parent of Parent and wholly owned subsidiary of Exela, pursuant to which, among other things, the
Ultimate Parent agreed (i) to cause its direct and indirect subsidiaries to vote their shares of Parent in favor of the Merger
Agreement and other resolutions needed to consummate the Merger and the Transactions, and to not transfer such shares, and (ii) not
to take any action that would hinder or prevent the consummation of the Merger and the other Transactions.
The
Ultimate Parent Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of the
Closing and termination of the Merger Agreement pursuant to its terms. Upon such termination of the Ultimate Parent Support Agreement,
all obligations of the parties under the Ultimate Parent Support Agreement will terminate; provided, however, that such
termination will not relieve any party thereto from liability arising in respect of any breach of the Ultimate Parent Support Agreement.
The
Ultimate Parent Support Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof
is qualified in its entirety by reference to the full text of the Ultimate Parent Support Agreement.
Sponsor
Support Agreement
Contemporaneously
with the execution of the Merger Agreement, CF VIII entered into a Sponsor Support Agreement with CFAC Holdings VIII LLC (the “Sponsor”),
Parent and XBP Europe, pursuant to which, among other things, the Sponsor agreed (i) to vote its shares of CF VIII capital stock in favor
of the Merger Agreement and each of the Transaction Proposals, and to not transfer such shares, (ii) to subject certain of its shares
of CF VIII capital stock to additional transfer restrictions after Closing, (iii) not to redeem any of its shares of CF VIII capital
stock in connection with the Transactions, (iv) to waive the anti-dilution rights with respect to the shares of Class B common stock,
par value $0.0001 per share of CF VIII (the “Class B Common Stock”), under the CF VIII certificate of incorporation,
(v) upon Closing, to forfeit for cancellation 733,400 of its shares of Class B Common Stock, and (vi) to convert its right to repayment
under any outstanding Sponsor loans due by CF VIII upon Closing to be repaid in shares of Class A Common Stock at a value of $10.00 per
share, except as otherwise set forth in the Merger Agreement.
The
Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur
of Closing and termination of the Merger Agreement pursuant to its terms and, if the Merger Agreement is terminated pursuant to its terms,
all provisions of the Sponsor Support Agreement will terminate and be of no further force or effect.
The
Sponsor Support Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description thereof is qualified
in its entirety by reference to the full text of the Sponsor Support Agreement.
Lock-Up
Agreement
Concurrently
with the execution of the Merger Agreement, CF VIII entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with
XBP Europe and the Parent, pursuant to which the Parent agreed that securities of CF VIII held by it immediately following the Closing
will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. The securities held by the
Parent will be locked-up until the earlier of: (i) the one (1) year anniversary of the date of the Closing, and (ii) the date on which
CF VIII consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Closing which
results in all of CF VIII’s stockholders having the right to exchange their shares of common stock for cash, securities or other
property.
The
Lock-Up Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in
its entirety by reference to the full text of the Lock-Up Agreement.