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

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~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): January 4, 2024 (December 29, 2023)~~1934

CFDate ~~ACQUISITION~~of ~~CORP.~~Report ~~VII~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): March in19, ~~its~~2024 ~~charter~~(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 incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

New York, NY 10022

(Address of principal executive offices, including zip code)

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

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

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

☐ 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))

☐ 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
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CFFSU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	CFFS	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share	CFFSW	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for one share of Class A common stock at an exercise price of $11.50 per share	CFFSW	The Nasdaq 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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~The applicable information set forth in Item 5.07~~Promissory ~~below is incorporated by reference into this Item 5.02.~~Note

On March 14, 2024, CF Acquisition Corp. VII (the “Company”) issued a promissory note (the “Note”) in the principal amount of up to $1,200,000 to CFAC Holdings VII, LLC (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to such amount in connection with the extension of the Company’s time to consummate a business combination from March 20, 2024 to March 20, 2025 (or such earlier date as determined by the board of directors of the Company) (the “Extension”).

The Company will deposit into the Company’s trust account (the “Trust Account”) $100,000 (i) in connection with the first drawdown under the Note and (ii) for each of the eleven subsequent calendar months (commencing on April 21, 2024 and ending on the 20^th day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial business combination (a “Business Combination”) until March 20, 2025, or until such earlier date determined by the board of directors of the Company. Such amounts will be distributed either to: (1) all of the holders of the Company’s Class A common stock sold in the Company’s initial public offering (each, a “Public Share”) that remain outstanding upon the Company’s liquidation or (2) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of a Business Combination.

The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of a Business Combination or (b) the date of the liquidation of the Company.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to the Investment Management Trust Agreement

On March 14, 2024, upon the stockholder approval of the Trust Amendment Proposal (as defined below), the Company entered into the First Amendment (the “Trust Amendment”) to the Investment Management Trust Agreement (the “IMTA”) with Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). Pursuant to the Trust Amendment, Section 1(c) of the IMTA was amended to provide that the Trustee may, at the direction of the Company (i) hold funds uninvested, (ii) hold funds in an interest-bearing demand deposit account at a bank, or (iii) invest and reinvest the Property (as defined in the IMTA) in solely United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company.

The foregoing description is qualified in its entirety by reference to the Trust Amendment, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K under the heading “Promissory Note” is incorporated by reference in this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2024, the Company filed the second amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate the Business Combination from March 20, 2024 to March 20, 2025 (or such earlier date as determined by the board of directors of the Company).

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On ~~December~~March 2914, ~~2023~~2024, CFthe ~~Acquisition~~Company ~~Corp.~~held ~~VII~~a special meeting of stockholders (the “~~Company~~Meeting”). ~~held~~At ~~its~~the ~~2023~~Meeting, ~~annual~~the ~~meeting~~Company’s stockholders ofapproved ~~stockholders~~(i) ~~for~~the Extension Amendment, extending the ~~fiscal~~date by which the Company must consummate a Business Combination from ~~year~~March ~~ended~~20, ~~December~~2024 31to March 20, ~~2022~~2025 (~~the~~or ~~“Annual~~such ~~Meeting”).~~earlier Atdate as determined by the ~~Annual~~board ~~Meeting,~~of ~~stockholders~~directors ~~ratified~~of the ~~selection~~Company) by (the ~~audit~~“Extension Amendment ~~committee~~Proposal”) ofand (ii) an amendment to the Company’s ~~board~~investment ofmanagement ~~directors~~trust agreement, dated as of ~~WithumSmith+Brown,~~December PC15, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“~~Withum~~Continental”), to ~~serve~~permit Continental asto maintain the ~~Company’s~~funds ~~independent~~in ~~registered~~the ~~public~~Trust ~~accounting~~Account ~~firm~~in ~~for~~an ~~the~~interest-bearing ~~year~~demand ~~ending December 31,~~deposit ~~2023~~account at a bank (the “~~Auditor~~Trust ~~Ratification~~ Amendment Proposal”).

~~At the Annual Meeting,~~The ~~19,196,081~~final ~~shares~~voting ofresults ~~the~~for ~~Company’s Class A common stock, par value $0.0001 per share, and 120,000 shares of~~ the ~~Company’s Class~~Extension BAmendment ~~common~~Proposal ~~stock, par value $0.0001 per share (the “Class B Common Stock”),~~ were ~~outstanding~~as and entitled to vote on the Auditor Ratification Proposal, which required the affirmative vote of the majority of the votes cast by the Company’s stockholders represented in person (including stockholders who voted online) or by proxy at the Annual Meeting and entitled to vote thereon.follows:

The voting results were as follows:

For		Against		Abstain
13,661,048		1,394,569		0

For		Against		Abstain
16,485,066		0		0

The final voting results for the Trust Amendment Proposal were as follows:

Additionally, in connection with the Annual Meeting and pursuant to the Company’s amended and restated certificate of incorporation (as amended and currently in effect, the “Charter”), the holders of the Class B Common Stock re-elected Mr. Howard W. Lutnick, Mr. Robert Sharp and Ms. Natasha Cornstein as Class II directors of the Company’s board of directors. Mr. Lutnick, Mr. Sharp and Ms. Cornstein were elected to serve until the fourth annual meeting of the Company’s stockholders following the effectiveness of the Charter, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. The biographies and committee assignments of Mr. Lutnick, Mr. Sharp and Ms. Cornstein and any material plan, contract or arrangement (whether or not written) to which any of Mr. Lutnick, Mr. Sharp or Ms. Cornstein is a party in connection with their directorship can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission on March 31, 2023, the applicable disclosure of which is incorporated by reference herein.

For		Against		Abstain
13,661,028		1,394,569		20

1Stockholders holding 9,035,947 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $98.9 million (approximately $10.94 per share) will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 5,267,634 Public Shares outstanding.

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.

CF ACQUISITION CORP. VII By: /s/ Howard W. Lutnick Name: Howard W. Lutnick Title: Chief Executive Officer

Date: January 4, 2024

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description of Exhibits
3.1		Second Amendment to Amended and Restated Certificate of Incorporation of the Company.
10.1		Promissory Note issued to the Sponsor.
10.2		First Amendment to the Investment Management Trust Agreement, dated March 14, 2024, between the Company and Continental
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CF Acquisition Corp. VII

Dated: March 19, 2024	By:	/s/ Howard W. Lutnick
	Name:	Howard W. Lutnick
	Title:	Chief Executive Officer

Filing Compare · CF Acquisition Corp. VII