TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 8, 2023 Howard W. Lutnick Chief Executive Officer CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Re: CF Acquisition Corp. VII Preliminary Proxy Statement on Schedule 14A Filed May 2, 2023 File No. 001-41166 Dear Howard W. Lutnick: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity Howard W. Lutnick CF Acquisition Corp. VII May 8, 2023 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Catherine De Lorenzo at 202-551-4079 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, FirstName LastNameHoward W. Lutnick Division of Corporation Finance Comapany NameCF Acquisition Corp. VII Office of Real Estate & Construction May 8, 2023 Page 2 cc: Steven Mermelstein, Esq. FirstName LastName