CFFS / CF Acquisition Corp. VII - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41166 CF ACQUISITION CORP. VII (Exact name of registrant as specified i

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 20, 2024 (December 16, 2024) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): November 22, 2024 (November 21, 2024) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of inc

CFFS / CF Acquisition Corp. VII / CFAC Holdings VII, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea022199602-13da1cfaccfacq7.htm AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 12521H 107 (CUSIP Number) Howard W. Lutnick 110 East 59th Street New York, New Y

CFFS / CF Acquisition Corp. VII / Westchester Capital Management, LLC - SC 13G Passive Investment

SC 13G 1 ef20038409sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp. VII (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 12521H107 (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of

Promissory Note of the Company issued in favor of the Sponsor, effective as of September 30, 2024.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

CFFS / CF Acquisition Corp. VII / Walleye Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of reg

Amended Audit Committee Charter.*

Exhibit 99.1 CF ACQUISITION CORP. VII AUDIT COMMITTEE CHARTER Adopted December 15, 2021 Amended on November 30, 2023 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of CF Acquisition Corp. VII (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities as

Amended Compensation Committee Charter.*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CF ACQUISITION CORP. VII Adopted December 15, 2021 Amended on November 30, 2023 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CF Acquisition Corp. VII (the “Company”) shall be to oversee the Company’s compensation and employee benefit

Executive Compensation Clawback Policy.*

Exhibit 97 CF ACQUISITION CORP. VII EXECUTIVE COMPENSATION CLAWBACK POLICY Effective as of October 2, 2023 The Board of Directors (the “Board”) of CF Acquisition Corp. VII (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41166 CF ACQUISITION

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): March 19, 2024 (March 14, 2024) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incorpora

First Amendment to the Investment Management Trust Agreement, dated March 14, 2024, between the Company and Continental

Exhibit 10.2 FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of March 14, 2024, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained i

Promissory Note issued to the Sponsor.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION

Second Amendment to Amended and Restated Certificate of Incorporation. (7)

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VII Pursuant to Section 242 of the Delaware General Corporation Law CF ACQUISITION CORP. VII (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The original name of the Corporation was “CF Finance Acquisitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

US12521H1077 / CF Acquisition Corp. VII, Class A / Vivaldi Asset Management, LLC Passive Investment

SC 13G 1 schedule13gcffs21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12521H107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

US12521H1077 / CF Acquisition Corp. VII, Class A / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 12521H107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check

US12521H1077 / CF Acquisition Corp. VII, Class A / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 12521H107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

US12521H1077 / CF Acquisition Corp. VII, Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CF ACQUISITION CORP. VII Passive Investment

SC 13G/A 1 p24-0165sc13ga.htm CF ACQUISITION CORP. VII SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12521H107 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): January 4, 2024 (December 29, 2023) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of

Promissory Note of the Company issued in favor of the Sponsor, dated September 29, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 1, 2023 CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of regi

Promissory Note issued to the Sponsor.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION

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): June 20, 2023 (June 16, 2023) CF

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): June 20, 2023 (June 16, 2023) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incorporati

First Amendment to Amended and Restated Certificate of Incorporation. (5)

Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VII Pursuant to Section 242 of the Delaware General Corporation Law CF ACQUISITION CORP. VII (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The original name of the Corporation was “CF Finance Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

CF Acquisition Corp. VII Announces That its Trust Account Will Not Be Decreased Due to Excise Tax

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 Co

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): June 12, 2023 (June 7, 2023) CF A

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): June 12, 2023 (June 7, 2023) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incorporatio

CF Acquisition Corp. VII Announces Postponement of its Special Meeting of Stockholders and Extension of Redemption Date

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, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 def14a0523cfacq7.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of reg

CF ACQUISITION CORP. VII 110 East 59th Street New York, New York 10022

CF ACQUISITION CORP. VII 110 East 59th Street New York, New York 10022 VIA EDGAR May 11, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Catherine De Lorenzo and Dorrie Yale Re: CF Acquisition Corp. VII Preliminary Proxy Statement on Schedule 14A Filed May 2, 2023 File No. 001-41166 Dear Ms. De Lorenzo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41166 CF ACQUISITION

US12521H1077 / CF Acquisition Corp. VII, Class A / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 12521H107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check

US12521H1077 / CF Acquisition Corp. VII, Class A / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 cffs13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 12521H107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

US12521H1077 / CF Acquisition Corp. VII, Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CF ACQUISITION CORP. VII Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12521H107 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

Submission of Matters to a Vote of Security Holders

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 28, 2022 CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 15, 2022 CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 def14a1222cfacquisition7.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

Other Events, Shareholder Director Nominations

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): November 25, 2022 CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VII (Exact name of reg

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, CF Acquisition Corp. VII (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units (the “units”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41166 CF ACQUISITION CO

CITADEL ADVISORS LLC - CF ACQUISITION CORP. VII

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* CF Acquisition Corp. VII (Name of Issuer) Class A common stock, $0.0001 par value per share (the “Shares”) (Title of Class of Securities) 1

MMCAP International Inc. SPC - FORM SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A AMENDMENT NO.

Polar Asset Management Partners Inc. - FORM SC 13G

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp. VII (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12521H206 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement

CF Acquisition Corp. VII Announces Separate Trading of Class A Common Stock and Warrants

EX-99.1 2 ea154836ex99-1cfacquisit7.htm PRESS RELEASE DATED FEBRUARY 2, 2022 Exhibit 99.1 CF Acquisition Corp. VII Announces Separate Trading of Class A Common Stock and Warrants NEW YORK, February 2, 2022 /PRNewswire/ - CF Acquisition Corp. VII (Nasdaq: CFFSU, the “Company”) announced today that, commencing February 10, 2022, holders of the 18,250,000 units sold in the Company’s initial public of

Financial Statements and Exhibits, Other Events

8-K 1 ea154836-8kcfacquisition7.htm CURRENT REPORT 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): February 2, 2022 CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (Stat

JOINT FILING AGREEMENT

EX-99.1 2 tm2136599d1ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of CF Acquisition Corp. VII, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securit

CITADEL ADVISORS LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* CF Acquisition Corp. VII (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12521H206** (CUSI

Beryl Capital Management LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 12521H2061 (CUSIP Number) December 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

INDEX TO BALANCE SHEET

Exhibit 99.1 INDEX TO BALANCE SHEET Page Report of Independent Registered Public Accounting Firm F-1 Balance Sheet F-2 Notes to Balance Sheet F-3 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of CF Acquisition Corp. VII Opinion on the Financial Statement We have audited the accompanying balance sheet of CF Acquisition Corp. VII (the “Company

Financial Statements and Exhibits, Other Events

8-K 1 ea153070-8kcfacquisition7.htm CURRENT REPORT 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 27, 2021 (December 20, 2021) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-4

MMCAP International Inc. SPC - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 CF Acquisition Corp.

US12521H2067 / CF Acquisition Corp. VII / CFAC Holdings VII, LLC - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CF Acquisition Corp. VII (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 12521H 107 (CUSIP Number) Howard W. Lutnick 110 East 59th Street New York, New York 10022 (212) 938-5000 (Name, Address and Telephone Number of Perso

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of December 22, 2021, by and among CFAC Holdings VII, LLC, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of shares of Class A common stock, $0.0001 par value, o

Investment Management Trust Agreement, dated December 15, 2021, by and between the Company and Continental, as trustee. (3)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 15, 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-253

Administrative Services Agreement, dated December 15, 2021, by and between the Company and the sponsor. (3)

EX-10.7 12 d260661dex107.htm EX-10.7 Exhibit 10.7 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 December 15, 2021 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between CF Acquisition Corp. VII (the “Company”) and CFAC Holdings VII, LLC (the “Sponsor”), dated as of the date h

Sponsor Loan Note, dated December 15, 2021, issued to the sponsor. (3)

EX-10.9 14 d260661dex109.htm EX-10.9 Exhibit 10.9 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE

Business Combination Marketing Agreement, dated December 15, 2021, by and between the Company and CF&Co. (3)

EX-1.2 3 d260661dex12.htm EX-1.2 Exhibit 1.2 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 December 15, 2021 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Attn: CEO Ladies and Gentlemen: This is to confirm our agreement whereby CF Acquisition Corp. VII, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (the “Advisor”) to assist it in co

Amended and Restated Certificate of Incorporation. (3)

EX-3.1 4 d260661dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VII December 15, 2021 CF Acquisition Corp. VII, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original name of the Corporation was CF Finance Acquisition Corp. VII which subsequently changed

Underwriting Agreement, dated December 15, 2021, by and among the Company, CF&Co, as representative of the several underwriters, and the qualified independent underwriter named therein. (3)

EX-1.1 2 d260661dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between CF ACQUISITION CORP. VII and CANTOR FITZGERALD & CO. Dated: December 15, 2021 CF ACQUISITION CORP. VII UNDERWRITING AGREEMENT New York, New York December 15, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The under

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d260661d8k.htm 8-K 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 20, 2021 (December 15, 2021) CF ACQUISITION CORP. VII (Exact name of registrant as specified in its charter) Delaware 001-41166 85-1963781 (State or

Letter Agreement, dated December 15, 2021, by and among the Company, the sponsor and each of the directors and executive officers of the Company. (3)

EX-10.1 6 d260661dex101.htm EX-10.1 Exhibit 10.1 December 15, 2021 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CF Acquisition Corp. VII, a Delaware corporation (t

CF Acquisition Corp. VII Announces Pricing of $175 Million Initial Public Offering

EX-99.1 15 d260661dex991.htm EX-99.1 Exhibit 99.1 CF Acquisition Corp. VII Announces Pricing of $175 Million Initial Public Offering New York, New York, December 15, 2021- CF Acquisition Corp. VII (Nasdaq: CFFSU, the “Company”) announced today that it priced its initial public offering of 17,500,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”

Promissory Note, dated December 15, 2021, issued to the sponsor. (3)

EX-10.6 11 d260661dex106.htm EX-10.6 Exhibit 10.6 Promissory Note THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF R

Registration Rights Agreement, dated December 15, 2021, by and among the Company, the sponsor and the holders party thereto. (3)

EX-10.3 8 d260661dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), CFAC Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with

CF Acquisition Corp. VII Announces Closing of $182.5 Million Initial Public Offering

EX-99.2 16 d260661dex992.htm EX-99.2 Exhibit 99.2 CF Acquisition Corp. VII Announces Closing of $182.5 Million Initial Public Offering New York, New York, December 20, 2021 – CF Acquisition Corp. VII (Nasdaq: CFFSU, the “Company”) announced today that it closed its initial public offering of 18,250,000 units (including 750,000 units sold upon exercise of the underwriters’ over-allotment option) at

Warrant Agreement, dated December 15, 2021, by and between the Company and Continental, as warrant agent. (3)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 15, 2021, is by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, in its capacity as the Company’s transfer agent, as the “Transfer Agent”). T

Private Placement Units Purchase Agreement, dated December 15, 2021, by and between the Company and the sponsor. (3)

EX-10.5 10 d260661dex105.htm EX-10.5 Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of December 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of bus

Expense Reimbursement Agreement, dated December 15, 2021, by and between the Company and the sponsor. (3)

EX-10.4 9 d260661dex104.htm EX-10.4 Exhibit 10.4 THIS EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of December 15, 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC (the “Sponsor”). RECITALS WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant to which the Compa

Forward Purchase Contract, dated December 15, 2021, by and between the Company and the sponsor. (3)

EX-10.8 13 d260661dex108.htm EX-10.8 Exhibit 10.8 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 December 15, 2021 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer CFAC Holdings VII, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of (i) 1,000,000 units (the “Units

$175,000,000 CF Acquisition Corp. VII 17,500,000 Units

424B4 1 d109489d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-253307 PROSPECTUS $175,000,000 CF Acquisition Corp. VII 17,500,000 Units CF Acquisition Corp. VII is a blank check 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 busi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CF ACQUISITION CORP. VII (Exact Name of Regis

8-A12B 1 d218148d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CF ACQUISITION CORP. VII (Exact Name of Registrant as Specified in Its Charter) Delaware 85-1963781 (State of Incorporation or Organization) (I.R.S. Employer Ide

Form of Sponsor Loan Note to be issued by the Registrant to CFAC Holdings VII, LLC at closing of the initial public offering*

Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION

Specimen Unit Certificate. (2)

EX-4.1 5 d109489dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12521H 206 CF ACQUISITION CORP. VII UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of

Form of Expense Reimbursement Agreement between the Registrant and CFAC Holdings VII, LLC*

Exhibit 10.7 THIS EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC (the “Sponsor”). RECITALS WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant to which the Company will issue and deliver up to 20,125,000 u

Form of Underwriting Agreement*

Exhibit 1.1 UNDERWRITING AGREEMENT between CF ACQUISITION CORP. VII and CANTOR FITZGERALD & CO. Dated: , 2021 CF ACQUISITION CORP. VII UNDERWRITING AGREEMENT New York, New York , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, CF Acquisition Corp. VII, a Delaware corporatio

Consent of Natasha Cornstein*

Exhibit 99.6 CONSENT OF NATASHA CORNSTEIN As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of CF Acquisition Corp. VII (the ?Company?), originally filed on February 19, 2021, and any and all amendments thereto, registering securities for issuance in the Company?s init

Form of Letter Agreement among the Registrant and our officers, directors and CFAC Holdings VII, LLC*

Exhibit 10.1 [ ], 2021 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. a

As filed with the U.S. Securities and Exchange Commission on November 12, 2021.

S-1/A 1 d109489ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on November 12, 2021. Registration No. 333-253307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CF Acquisition Corp. VII (Exact name of registrant as specified in its charter) Delaware

Consent of Robert Sharp*

Exhibit 99.5 CONSENT OF ROBERT SHARP As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of CF Acquisition Corp. VII (the “Company”), originally filed on February 19, 2021, and any and all amendments thereto, registering securities for issuance in the Company’s initial p

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-253307 (the

Form of Business Combination Marketing Agreement*

Exhibit 1.2 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 , 2021 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Attn: CEO Ladies and Gentlemen: This is to confirm our agreement whereby CF Acquisition Corp. VII, a Delaware corporation (?Company?), has requested Cantor Fitzgerald & Co. (the ?Advisor?) to assist it in connection with the Company merging with, acqu

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VII [ ], 2021 CF Acquisition Corp. VII, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original name of the Corporation was CF Finance Acquisition Corp. VII which subsequently changed to “CF Acquisition Corp. VII”. The origi

Specimen Warrant Certificate. (2)

EX-4.3 6 d109489dex43.htm EX-4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CF ACQUISITION CORP. VII Incorporated Under the Laws of the State of Delaware `CUSIP 12521H 115 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the

Consent of Steven Bisgay*

Exhibit 99.4 CONSENT OF STEVEN BISGAY As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of CF Acquisition Corp. VII (the “Company”), originally filed on February 19, 2021, and any and all amendments thereto, registering securities for issuance in the Company’s initial

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, in its capacity as the Company’s transfer agent, as the “Transfer Agent”). The Compa

Form of Forward Purchase Contract between the Registrant and CFAC Holdings VII, LLC*

Exhibit 10.9 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 [ ], 2021 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer CFAC Holdings VII, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of (i) 1,000,000 units (the “Units”) of CF Acquisition Corp. VII, a Delaware co

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), CFAC Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who he

Form of Private Placement Units Purchase Agreement between the Registrant and CFAC Holdings VII, LLC*

Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY

Consent of Natasha Cornstein*

Exhibit 99.6 CONSENT OF NATASHA CORNSTEIN As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of CF Acquisition Corp. VIII (the “Company”), originally filed on February 19, 2021, and any and all amendments thereto, registering securities for issuance in the Company’s ini

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 12, 2021. Registration No. 333-253307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CF Acquisition Corp. VII (Exact name of registrant as specified in its charter) Delaware 6770 85-1963781 (State or other

Consent of Robert Sharp*

Exhibit 99.5 CONSENT OF ROBERT G. SHARP As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of CF Acquisition Corp. VIII (the “Company”), originally filed on February 19, 2021, and any and all amendments thereto, registering securities for issuance in the Company’s initi

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VII [ ], 2021 CF Acquisition Corp. VII, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original name of the Corporation was CF Finance Acquisition Corp. VII which subsequently changed to ?CF Acquisition Corp. VII?. The origi

Amended and Restated By Laws**

Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF CF ACQUISITION CORP. VII (THE “CORPORATION”) Effective as of November 12, 2020 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual

- S-1/A

S-1/A 1 d109489ds1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on March 2, 2021. Registration No. 333-253307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CF Acquisition Corp. VII (Exact name of registrant as specified in its charter) Delaware 6770 85-1963781 (Stat

Form of Business Combination Marketing Agreement**

Exhibit 1.2 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 , 2021 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Attn: CEO Ladies and Gentlemen: This is to confirm our agreement whereby CF Acquisition Corp. VII, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (the “Advisor”) to assist it in connection with the Company merging with, acqu

Form of Compensation Committee Charter**

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CF ACQUISITION CORP. VII I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CF Acquisition Corp. VII (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensat

Form of Registration Rights Agreement between the Registrant and certain security holders**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), CFAC Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who he

Specimen Class A Common Stock Certificate**

Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12521H 107 CF ACQUISITION CORP. VII INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CF ACQUISITION CORP. VII (THE ?COMPANY?) transferable on the books of the C

Form of Underwriting Agreement**

Exhibit 1.1 UNDERWRITING AGREEMENT between CF ACQUISITION CORP. VII and CANTOR FITZGERALD & CO. Dated: , 2021 CF ACQUISITION CORP. VII UNDERWRITING AGREEMENT New York, New York , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, CF Acquisition Corp. VII, a Delaware corporatio

Consent of Alice Chan *

Exhibit 99.4 CONSENT OF ALICE CHAN As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of CF Acquisition Corp. VII (the “Company”), originally filed on February 19, 2021, and any and all amendments thereto, registering securities for issuance in the Company’s initial pub

Form of Audit Committee Charter**

Exhibit 99.1 CF ACQUISITION CORP. VII AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of CF Acquisition Corp. VII (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: • Performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies and in

Specimen Unit Certificate**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12521H 206 CF ACQUISITION CORP. VII UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value

Form of Code of Ethics**

Exhibit 14 CODE OF ETHICS OF CF ACQUISITION CORP. VII 1. Introduction The Board of Directors (the ?Board?) of CF Acquisition Corp. VII has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent

Form of Expense Advancement Agreement by and between the Registrant and CFAC Holdings VII, LLC*

Exhibit 10.7 THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC (the “Sponsor”). RECITALS WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant to which the Company will issue and deliver up to 20,125,000 uni

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S-1/A 1 d109489ds1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on February 26, 2021. Registration No. 333-253307 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CF Acquisition Corp. VII (Exact name of registrant as specified in its charter) Delaware 6770 85-1963781 (

Form of Private Placement Units Purchase Agreement between the Registrant and CFAC Holdings VII, LLC**

EX-10.5 Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New

Promissory Note, dated December 7, 2020, issued to CFAC Holdings VII, LLC**

EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein, in its capacity as the Company’s transfer agent, as the “Transfer Agent”). WHEREAS,

Specimen Warrant Certificate**

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CF ACQUISITION CORP. VII Incorporated Under the Laws of the State of Delaware CUSIP 12521H 115 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) e

First Amendment to Certificate of Incorporation**

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CF FINANCE ACQUISITION CORP. VII CF Finance Acquisition Corp. VII, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The Certificate of Incorporation of the Corporation is hereby amended by amending and restating Article I

Certificate of Incorporation**

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CF FINANCE ACQUISITION CORP. VII The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation (this “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation shall be CF Finance Acquisition Corp. VII (the “Corporation”)

Form of Forward Purchase Contract between the Registrant and CFAC Holdings VII, LLC**

Exhibit 10.9 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 [ ], 2021 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 Re: Forward Purchase Contract Ladies and Gentlemen: We are pleased to accept the offer CFAC Holdings VII, LLC (the “Subscriber” or “you”) has made to purchase an aggregate of (i) 1,000,000 units (the “Units”) of CF Acquisition Corp. VII, a Delaware co

Form of Indemnity Agreement**

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate pr

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-253307 (the

Amended and Restated Bylaws. (1)

Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF CF ACQUISITION CORP. VII (THE “CORPORATION”) Effective as of July 8, 2020 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual actin

Form of Administrative Services Agreement between the Registrant and CFAC Holdings VII, LLC**

EX-10.8 20 d109489dex108.htm EX-10.8 Exhibit 10.8 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 [ ], 2021 CFAC Holdings VII, LLC 110 East 59th Street New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between CF Acquisition Corp. VII (the “Company”) and CFAC Holdings VII, LLC (the “Sponsor”), dated as of the date hereof, w

Form of Letter Agreement among the Registrant and our officers, directors and CFAC Holdings VII, LLC**

Exhibit 10.1 [ ], 2021 CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. a

Consent of Anshu Jain**

Exhibit 99.3 CONSENT OF ANSHU JAIN As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of CF Acquisition Corp. VII (the ?Company?), originally filed on February 19, 2021, and any and all amendments thereto, registering securities for issuance in the Company?s initial pub

Second Amendment to Certificate of Incorporation**

EX-3.3 Exhibit 3.3 SECOND CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CF ACQUISITION CORP. VII CF Acquisition Corp. VII, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The Certificate of Incorporation of the Corporation is hereby amended by inserting the following additional

Power of Attorney (included on the signature page of the initial filing of this Registration Statement)**

S-1 1 d109489ds1.htm S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 19, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CF Acquisition Corp. VII (Exact name of registrant as specified in its charter) Delaware 6770 85-1963781 (State or othe

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Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on January 19, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CF Acquisition Corp. VII (Exact name of registr