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).
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 7.01 Regulation FD Disclosure.
The disclosure set forth
above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.
Item 8.01 Other Events.
On June 7, 2023, the Company issued a press
release announcing that, to mitigate the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022,
in the event that the extension (the “Extension”) of the time period the Company has to complete an initial
business combination (the “Business Combination”) is implemented as described in the proxy statement filed by the
Company on May 19, 2023 (the “Proxy Statement”), in connection with its special meeting of stockholders to be
held on June 14, 2023 (the “Meeting”), CFAC Holdings VII, LLC, the sponsor of the Company, or a designee, will indemnify the Company for any
reduction in the amount in the trust account as a result of any excise tax liabilities to the extent of such reduction that would
otherwise be paid to any public stockholder exercising its rights with respect to any future redemption opportunities that are
provided prior to or in connection with a Business Combination or in respect of a liquidation of the Company.
On June
12, 2023, the Company issued a press release announcing that the Meeting, originally scheduled for Wednesday, June 14, 2023,
is being postponed to Friday, June 16, 2023. As a result of this change, the Meeting will now be held at 10 a.m., Eastern Time, on June
16, 2023. Also, as a result of this change, the date and time by which stockholders seeking to exercise redemption rights must tender
their public shares physically or electronically and submit a request in writing that the Company redeem their public shares for cash
to the Company’s transfer agent, Continental Stock Transfer & Trust Company, is being extended to 5:00 p.m., Eastern Time, on
June 14, 2023 (two business days before the Meeting).
The Company
plans to continue to solicit proxies from stockholders during the period prior to the Meeting. Only the holders of the Company’s
common stock as of the close of business on May 1, 2023, the record date for the Meeting, are entitled to vote at the Meeting.
Copies of the press releases issued by the Company are attached as
Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference into this Item 8.01.
Participants in the Solicitation
The Company and its directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of
the Extension. Information regarding the Company’s directors and executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information
The Company has filed the Proxy Statement with
the Securities and Exchange Commission (the “SEC”) in connection with the Meeting and, beginning on May 22, 2023,
mailed the Proxy Statement and other relevant documents to its stockholders as of the May 1,
2023 record date for the Meeting. The Company’s stockholders and other interested persons are advised to read the Proxy
Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation
of proxies for the Meeting because these documents will contain important information about the Company, the Extension and related matters.
Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed
with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Morrow
Sodali, LLC at (800) 662-5200 (toll free) or by email at CFFS.info@investor.morrowsodali.com.
Forward-Looking Statements
This Current Report on Form 8-K and oral statements
made from time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to the Company or its management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified
in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for
the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
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.
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CF ACQUISITION CORP. VII |
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By: |
/s/ Howard W. Lutnick |
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Name: |
Howard W. Lutnick |
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Title: |
Chief Executive Officer |
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| Dated: June 12, 2023 |
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Exhibit 99.1
CF Acquisition Corp. VII Announces That its
Trust Account Will Not Be Decreased Due to Excise Tax
NEW YORK, NY, June 7, 2023 — CF Acquisition
Corp. VII (NASDAQ: CFFS) (the “Company”) today announced that, to mitigate the current uncertainty surrounding the implementation
of the Inflation Reduction Act of 2022, in the event that the extension (the “Extension”) of the time period the Company has
to complete an initial business combination (the “Business Combination”) is implemented, as described in the proxy statement
filed by the Company on May 19, 2023 (the “Proxy Statement”), in connection with its special meeting of stockholders to be
held on June 14, 2023 (the “Meeting”), CFAC Holdings VII, LLC (the “Sponsor”), the sponsor of the Company, or
a designee, will indemnify the Company for any reduction in the amount in the trust account as a result of any excise tax liabilities
to the extent of such reduction that would otherwise be paid to any public stockholder exercising its rights with respect to any future
redemption opportunities that are provided prior to or in connection with a Business Combination or in respect of a liquidation of the
Company.
If the Extension is implemented, the Sponsor has
agreed to loan to the Company, which will be deposited into the Company’s trust account, $0.03 per month for each public share that
is not redeemed (the “Monthly Amount”) for each calendar month that is needed by the Company to complete the Business Combination
until March 20, 2024.
About CF Acquisition Corp. VII
CF Acquisition Corp. VII is a special purpose
acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business is
not limited to a particular industry or geographic region, but the Company intends to focus on industries where its management team and
founders have experience, including the financial services, healthcare, real estate services, technology and software industries. CF Acquisition
Corp. VII is led by Chairman and Chief Executive Officer Howard W. Lutnick.
Participants in the Solicitation
The Company and its directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of
the Extension. Information regarding the Company’s directors and executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information
The Company has filed the Proxy Statement with
the Securities and Exchange Commission (the “SEC”) in connection with the Meeting and, beginning on May 22, 2023, mailed
the Proxy Statement and other relevant documents to its stockholders as of the May 1, 2023 record date for the Meeting. The
Company’s stockholders and other interested persons are advised to read the Proxy Statement and any other relevant documents that
have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Meeting because these
documents will contain important information about the Company, the Extension and related matters. Stockholders may also obtain a free
copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the
SEC’s website located at www.sec.gov or by directing a request to Morrow Sodali, LLC at (800) 662-5200 (toll free)
or by email at CFFS.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release and oral statements made from
time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to the Company or its management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified
in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for
the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Contacts:
Karen Laureano-Rikardsen
klrikardsen@cantor.com
Exhibit 99.2
CF Acquisition Corp. VII Announces Postponement
of its Special Meeting of Stockholders and Extension of Redemption Date
NEW YORK, NY, June 12, 2023 — CF
Acquisition Corp. VII (NASDAQ: CFFS) (the “Company”) today announced that the special meeting of stockholders (the “Meeting”),
which was originally scheduled for June 14, 2023, is being postponed to 10 a.m. Eastern Time on June 16, 2023.
The Meeting is for stockholders to consider amending
the Company’s amended and restated certificate of incorporation (“Extension Amendment”) to extend the date by which
the Company must completing a business combination from June 20, 2023 to March 20, 2024 or such earlier date as determined by the board
of directors of the Company (the “Extension”).
The record date for the Meeting to vote on the
Extension remains the close of business on May 1, 2023 (the “Record Date”). Stockholders who have previously submitted their
proxy or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the Record Date can vote,
even if they have subsequently sold their shares.
Stockholders can continue to vote by internet
or by calling the Company’s proxy solicitor, Morrow Sodali, LLC (“Morrow Sodali”), at (800) 662-5200 (toll free). Votes
will be accepted up to and during the postponed meeting. If stockholders have any questions or need assistance, please contact Morrow
Sodali at (800) 662-5200 (toll free) or by email at CFFS.info@investor.morrowsodali.com.
In connection with the postponed Meeting date,
the Company has extended the deadline for holders of the Company’s Class A common stock issued in the Company’s initial
public offering to submit their shares for redemption in connection with the Extension to 5:00 p.m. Eastern Time on June 14, 2023. Stockholders
who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by requesting that the transfer
agent return such shares.
If the Extension Amendment is approved and implemented,
the Sponsor has agreed to loan to the Company, which will be deposited into the Company’s trust account, $0.03 per month for each
public share that is not redeemed for each calendar month that is needed by the Company to complete a business combination until March
20, 2024.
About CF Acquisition Corp. VII
CF Acquisition Corp. VII is a special purpose
acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business is
not limited to a particular industry or geographic region, but the Company intends to focus on industries where its management team and
founders have experience, including the financial services, healthcare, real estate services, technology and software industries. CF Acquisition
Corp. VII is led by Chairman and Chief Executive Officer Howard W. Lutnick.
Participants in the Solicitation
The Company and its directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of
the Extension. Information regarding the Company’s directors and executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the proxy statement filed by the Company on May 19, 2023 (the “Proxy Statement”).
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information
The Company has filed the Proxy Statement with
the Securities and Exchange Commission (the “SEC”) in connection with the Meeting and, beginning on May 22, 2023, mailed the
Proxy Statement and other relevant documents to its stockholders as of the May 1, 2023 record date for the Meeting. The Company’s
stockholders and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will
be filed with the SEC in connection with the Company’s solicitation of proxies for the Meeting because these documents will contain
important information about the Company, the Extension and related matters. Stockholders may also obtain a free copy of the Proxy Statement,
as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or
by directing a request to Morrow Sodali, LLC at (800) 662-5200 (toll free) or by email at CFFS.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release and oral statements made from
time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to the Company or its management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified
in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for
the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Contacts:
Karen Laureano-Rikardsen
klrikardsen@cantor.com