United States securities and exchange commission logo
January 13, 2021
Adam Brajer
General Counsel
CF Acquisition Corp. V
110 East 59th Street
New York, NY 10022
Re: CF Acquisition
Corp. V
Form S-1 filed
January 8, 2021
File No. 333-251971
Dear Mr. Brajer:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed January 8, 2021
Principal Stockholders, page 132
1. We note your statement
in footnote 2 to the table that the 600,000 private placement
shares are not included
in the table because they cannot be voted or disposed of within 60
days. We note that the
private placement will close simultaneously with the offering, so it
seems that the sponsor
will beneficially own the shares at that time. Please include these
shares in the principal
stockholders table, or tell us why the sponsor does not acquire
voting or dispositive
power within this timeframe.
General
2. We note disclosure on
the cover page and elsewhere in the prospectus regarding your
forward purchase
contract with the sponsor and its commitment to purchase one million
units for $10 each, or
$10 million. Please disclose whether the company will receive any
proceeds for the sale
of the additional 250,000 shares of Class A common stock under the
forward purchase
contract.
Adam Brajer
CF Acquisition Corp. V
January 13, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jorge Bonilla at 202-551-3414 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Pam Long at 202-551-3765 with any
other
questions.
FirstName LastNameAdam Brajer Sincerely,
Comapany NameCF Acquisition Corp. V
Division of
Corporation Finance
January 13, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName