CFFE CF Acquisition Corporation VIII

Item 3.02 Unregistered Sales of Equity Securities.

On March 6, 2023, CF Acquisition Corp. VIII (the “Company”) issued an aggregate of 5,000,000 shares of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”) to CFAC Holdings VIII, LLC, the sponsor of the Company (the “Sponsor”), upon the conversion of 5,000,000 shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) held by the Sponsor (the “Conversion”). The 5,000,000 shares of Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Common Stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Following the Conversion, there were 8,500,098 shares of Class A Common Stock issued and outstanding and 1,250,000 shares of Class B Common Stock issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 65.2% of the Company’s issued and outstanding Class A Common Stock.

The shares of Class A Common Stock issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.