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 incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
110 East 59th Street
New York, New York 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
of Class A common stock and one-third of one redeemable warrant | The Stock Market LLC | |||
| Class A common stock, par value $0.0001 per share | CFFS | The Nasdaq Stock Market LLC | ||
| The Stock Market LLC |
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 ☒
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On November 21, 2024, Mr. Howard W. Lutnick shared a statement in response to being nominated by U.S. President Donald J. Trump to serve as the U.S. Secretary of Commerce in which he stated his intention to step down from his positions at Cantor upon U.S. Senate confirmation, which would include stepping down from his positions at CF Acquisition Corp. VII (the “Company”). The Company expects to disclose further details at a later date.
Discussion of Forward-Looking Statements
Statements in this Current Report on Form 8-K regarding the Company that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, the Company undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the Company’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Cautionary Note Regarding Forward-Looking Information set forth in these filings and any updates to such risk factors and Cautionary Note Regarding Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.
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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.
Dated: November 22, 2024
| CF ACQUISITION CORP. VII | ||
| By: | /s/ Howard W. Lutnick | |
| Name: | Howard W. Lutnick | |
| Title: | Chief Executive Officer | |
[Signature Page to Form 8-K of CF Acquisition Corp. VII – Nomination of Howard Lutnick to serve as the U.S. Secretary of Commerce]
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