false --12-31 0002087965 0002087965 2026-06-16 2026-06-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 18, 2026 ( June 16, 2026 ) CANTOR EQUITY PARTNERS VII, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-43356 98-1601092 (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 Class A ordinary shares, par value $0.0001 per share CAES 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 1.01. Entry into a Material Definitive Agreement. On June 18, 2026, Cantor Equity Partners VII,
Inc. (the “ Company ”) consummated its initial public offering (the “ IPO ”) of 25,000,000 Class A ordinary
shares, par value of $0.0001 per share (“ Class A Ordinary Shares ” and such shares sold in the IPO, the “ Public
Shares ”). The Public Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $250,000,000. In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form
S-1 (File No. 333-296199) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “ Commission ”)
on May 22, 2026 (as amended, the “ Registration Statement ”): ● An Underwriting Agreement, dated June 16, 2026, by and among the Company, Cantor Fitzgerald & Co. (“ CF&Co .”), as representative of the several underwriters, and the qualified independent underwriter named therein, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ● A Business Combination Marketing Agreement, dated June 16, 2026, by and between the Company and CF&Co., a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. ● A Letter Agreement, dated June 16, 2026, by and among the Company, its officers, its directors and Cantor EP Holdings VII, LLC (the “ Sponsor ”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ● An Investment Management Trust Agreement, dated June 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ● A Registration Rights Agreement, dated June 16, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ● An Expense Advance Agreement, dated June 16, 2026, by and between the Company and the Sponsor (the “ Expense Advance Agreement ”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ● A Private Placement Shares Purchase Agreement, dated June 16, 2026, by and between the Company and the Sponsor (the “ Private Placement Shares Purchase Agreement ”), a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ● A Promissory Note, dated June 16, 2026, issued to the Sponsor at the closing of the IPO pursuant to the Expense Advance Agreement in connection with working capital loans to be made by the Sponsor to the Company, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. ● An Administrative Services Agreement, dated June 16, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. ● A Promissory Note, dated June 16, 2026, issued to the Sponsor at the closing of the IPO in connection with loans to be made by the Sponsor to the Company in connection with certain redemption events as further described therein, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. 1 Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant
to the Private Placement Shares Purchase Agreement, the Company completed the private sale to the Sponsor of 600,000 Class A Ordinary
Shares (the “ Private Placement Shares ”) at a purchase price of $10.00 per Private Placement Share, generating gross
proceeds to the Company of $6,000,000 (the “ Private Placement ”). The Private Placement Shares are identical to the
Public Shares, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain
permitted transferees) until 30 days after the completion of the Company’s initial business combination. No underwriting discounts
or commissions were paid with respect to such sale. The issuance of the Private Placement Shares was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year. On June 17, 2026, in connection with the IPO,
the Company filed its Amended and Restated Memorandum and Articles of Association (the “ Memorandum and Articles ”) with
the Assistant Registrar of Companies of the Cayman Islands, effective the same day. The terms of the Memorandum and Articles are set forth
in the Registration Statement and are incorporated herein by reference. A copy of the Memorandum and Articles is attached as Exhibit 3.1
hereto and incorporated herein by reference. Item 8.01. Other Events. A total of $250,000,000, comprised of the net
proceeds from the IPO and the Private Placement, 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. Except with respect to interest earned on the funds held in the
trust account that may be released to the Company to pay its taxes (other than excise taxes), the funds held in the trust account will
not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of any of the Public Shares properly submitted in connection with a shareholder vote to amend the Memorandum and Articles
(a) to modify the substance or timing of the Company’s obligation to allow redemptions as described in the Registration Statement
or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (iii)
the redemption of the Public Shares if the Company is unable to complete its initial business combination within 24 months from the
closing of the IPO, or by such earlier or later liquidation date as the board of directors or shareholders may approve, respectively,
subject to applicable law. On June 16, 2026, the Company issued a press release
announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On June 18, 2026, the Company issued a press release
announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. On June 18, 2026, the underwriters in the IPO
informed the Company that the over-allotment option would not be exercised. As a result, 937,500 Class B ordinary shares of the Company
were surrendered by the Sponsor in order for the Company’s initial shareholders to maintain ownership of 20.0% of the issued and
outstanding shares of the Company (excluding the Private Placement Shares held by the Sponsor). Such surrendered shares were cancelled
by the Company. 2 Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated June 16, 2026, by and among the Company, CF&Co., as representative of the several underwriters, and the qualified independent underwriter named therein. 1.2 Business Combination Marketing Agreement, dated June 16, 2026, by and between the Company and CF&Co. 3.1 Amended and Restated Memorandum and Articles of Association. 10.1 Letter Agreement, dated June 16, 2026, by and among the Company, its officers, its directors and the Sponsor. 10.2 Investment Management Trust Agreement, dated June 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated June 16, 2026, by and between the Company and the Sponsor. 10.4 Expense Advance Agreement, dated June 16, 2026, by and between the Company and the Sponsor. 10.5 Private Placement Shares Purchase Agreement, dated June 16, 2026, by and between the Company and the Sponsor. 10.6 Promissory Note, dated June 16, 2026, issued to the Sponsor pursuant to the Expense Advance Agreement. 10.7 Administrative Services Agreement, dated June 16, 2026, by and between the Company and the Sponsor. 10.8 Promissory Note, dated June 16, 2026, issued to the Sponsor. 99.1 Press Release, dated June 16, 2026. 99.2 Press Release, dated June 18, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 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: June 18, 2026 CANTOR EQUITY PARTNERS VII, INC. By: /s/ Brandon G. Lutnick Name: Brandon G. Lutnick Title: Chief Executive Officer [Signature Page to Form 8-K of Cantor Equity Partners
VII, Inc. – Initial Public Offering] 4

Cantor Equity Partners VII, Inc. completed its IPO on June 18, 2026, raising $250 million by selling 25 million Class A ordinary shares at $10.00 per share. This capital raise enhances the company's market presence and financial position for strategic growth initiatives.

On June 18, 2026, Cantor Equity Partners VII, Inc. completed its initial public offering (IPO) by selling 25,000,000 Class A ordinary shares at a price of $10.00 each, resulting in gross proceeds of $250,000,000. This IPO is part of broader strategic growth plans for the company and follows the agreements made in connection with the registration statement filed with the SEC on May 22, 2026. The filing includes details regarding the underwriting agreement associated with this offering, entered into on June 16, 2026, highlighting the company’s efforts to enhance its capital structure and market presence.

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CANTOR EQUITY PARTNERS VII, INC.

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