Sec Form 4 Filing - CFAC Holdings VIII, LLC. @ XBP Europe Holdings, Inc. - 2023-11-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CFAC Holdings VIII, LLC. 2. Issuer Name and Ticker or Trading Symbol XBP Europe Holdings, Inc. [ XBP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 EAST 59TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock ( 1 ) 11/29/2023 J( 2 ) 494,600 ( 2 ) A $ 0 6,032,100 D ( 8 ) Common stock ( 1 ) 11/29/2023 A( 3 ) 1,250,000 ( 3 ) A 7,282,100 D ( 8 ) Common stock ( 1 ) 11/29/2023 A( 4 ) 1,020,480 ( 4 ) A $ 10 8,302,580 D ( 8 ) Common stock 11/29/2023 D( 5 ) 1,600,000 ( 5 ) D $ 9.99 ( 5 ) 6,702,580 D ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B common stock ( 6 ) 11/29/2023 D 733,400 ( 7 ) ( 7 ) Common Stock 733,400 $ 0 629,600 D ( 8 ) Class B common stock ( 6 ) 11/29/2023 D 494,600 ( 2 ) ( 2 ) Common Stock 494,600 $ 0 135,000 D ( 8 ) Warrants $ 11.5 11/29/2023 J( 3 ) 250,000 12/29/2023 12/29/2028 Common Stock 250,000 $ 0.08 385,000 D ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CFAC Holdings VIII, LLC. 110 EAST 59TH STREET NEW YORK, NY10022 X CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY10022 X CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY10022 X LUTNICK HOWARD W 110 EAST 59TH STREET NEW YORK, NY10022 X Signatures /s/ Howard Lutnick 12/01/2023 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of CFAC Holdings VIII, LLC 12/01/2023 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. 12/01/2023 Signature of Reporting Person Date /s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc. 12/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )In connection with the closing of Business Combination, the Sponsor forfeited 733,400 shares of Class B common stock. ( 8 )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.

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