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United States securities and exchange commission logo





                               August 3, 2021

       Howard Lutnick
       Chief Executive Officer
       CF International Acquisition Corp.
       110 East 59th Street
       New York, NY 10022

                                                        Re: CF International
Acquisition Corp.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted July 8,
2021
                                                            CIK No. 0001865602

       Dear Mr. Lutnick:

              We have conducted a limited review of your draft registration
statement. In our
       comment, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
comment and your filed
       registration statement, we may have additional comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted on
July 8, 2021

       Capitalization, page 86

   1.                                                   We note that you are
offering 50,000,000 Class A ordinary shares as part of your initial
                                                        public offering of
units, but only show 49,527,499 Class A ordinary shares subject to
                                                        possible redemption in
your Capitalization table. Please tell us how you considered the
                                                        guidance in ASC
480-10-S99-3A, which requires securities that are redeemable for cash
                                                        or other assets to be
classified outside of permanent equity if they are redeemable (1) at a
                                                        fixed or determinable
price on a fixed or determinable date, (2) at the option of the holder,
                                                        or (3) upon the
occurrence of an event that is not solely within the control of the issuer, in
                                                        concluding that all
50,000,000 Class A ordinary shares were not required to be presented
                                                        outside of permanent
equity and part of shares subject to possible redemption.
 Howard Lutnick
CF International Acquisition Corp.
August 3, 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.

        We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for
acceleration.

       You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Michael Davis at 202-551-4385 or James Lopez at 202-551-3536 with any
other
questions.



                                                             Sincerely,
FirstName LastNameHoward Lutnick
                                                             Division of
Corporation Finance
Comapany NameCF International Acquisition Corp.
                                                             Office of Real
Estate & Construction
August 3, 2021 Page 2
cc:       Steven Mermelstein
FirstName LastName
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