8-K 1 ea153070-8k_cfacquisition7.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   001-41166   85- 1963781
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

110 East 59th Street, 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))

 

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

 

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 8.01. Other Events.

        

On December 20, 2021, CF Acquisition Corp. VII (the “Company”) consummated its initial public offering (the “IPO”) of 18,250,000 units (the “Units”), including 750,000 units sold upon partial exercise of the underwriters' over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant of the Company (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. Only whole warrants are exercisable. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $182,500,000.

 

Simultaneously with the closing of the IPO, pursuant to a private placement units purchase agreement with CFAC Holdings VII, LLC (the “Sponsor”), the Company completed the private sale of an aggregate of 450,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,500,000 and executed a promissory note in favor of the Sponsor to borrow up to $4,025,000 (the “Sponsor Note”).

 

A total of $186,150,000, comprised of certain proceeds from the IPO, the sale of the Private Placement Units and proceeds from the Sponsor Note, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 

On December 20, 2021, the underwriters in the IPO informed the Company that the remaining portion of the over-allotment option would not be exercised. As a result, 468,750 shares of Class B common stock of the Company were forfeited by the Sponsor in order for the Company’s initial stockholders to maintain ownership of 20.0% of the issued and outstanding shares of common stock of the Company (excluding the Private Placement Units held by the Sponsor). Such forfeited shares were cancelled by the Company.

 

An audited balance sheet as of December 20, 2021 reflecting receipt of the proceeds upon consummation of the IPO, the sale of the Private Placement Units, the proceeds upon the consummation of the Sponsor Note and the forfeiture of Class B Shares, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Audited Balance Sheet as of December 20, 2021.

 

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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.

 

  CF ACQUISITION CORP. VII
     
  By: /s/ Jane Novak
    Name:  Jane Novak
    Title: Chief Financial Officer
     
Dated: December 27, 2021    

 

 

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