UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 21, 2018 (December 17, 2018)

CF FINANCE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

110 East 59^th Street, New York, NY 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 938-5000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 Item 8.01. Other Events.

On December 17, 2018, CF Finance Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and three-quarters of one redeemable warrant of the Company (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. Only whole warrants are exercisable. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000. The Company has granted Cantor Fitzgerald & Co. (“Cantor”), the representative of the several underwriters in the IPO, a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any.

Simultaneously with the closing of the IPO, pursuant to a private placement units purchase agreement with CF Finance Holdings LLC (the “Sponsor”), the Company completed the private sale of an aggregate of 600,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,000,000.

In addition, simultaneously with the closing of the IPO, pursuant to a promissory note issued by the Company to the Sponsor, the Sponsor loaned $2,500,000 to the Company (the “Sponsor Loan”). The proceeds of the Sponsor Loan were added to the trust account described below and the Sponsor Loan will be repaid or converted into units at a conversion price of $10.00 per unit, at the Sponsor’s discretion, only upon consummation of the Company’s initial business combination.

A total of $252,500,000, comprised of $244,000,000 of the proceeds from the IPO, $6,000,000 of the proceeds of the sale of the Private Placement Units and $2,500,000 of the proceeds from the Sponsor Loan, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of December 17, 2018 reflecting receipt of the proceeds upon consummation of the IPO, the Private Placement and the Sponsor Loan has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.