SC 13D

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

4,992,500 (1)

Shared Voting Power (see Item 5 below)

0

Sole Dispositive Power

4,992,500 (1)

Shared Dispositive Power (see Item 5 below)

0

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

CF Acquisition Corp. VII

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

12521H 107

(CUSIP Number)

Howard W. Lutnick

110 East 59th Street

New York, New York 10022

(212) 938-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 20, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 12521H 107


1		Names of Reporting Person. CFAC Holdings VII, LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) AF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

(1)

Includes 450,000 shares of the Issuer’s Class A common stock, $0.0001 par value (“Class A Common Stock”) and 4,542,500 shares of the Issuer’s Class B common stock, $0.0001 par value (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), which are automatically convertible into shares of Class A Common Stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253307). CFAC Holdings VII, LLC (the “Sponsor”) is controlled by its sole member, Cantor Fitzgerald, L.P. (“Cantor”), which is controlled by its managing general partner, CF Group Management, Inc. (“CFGM”). CFGM indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and also the trustee of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities reported herein. Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.


CUSIP No. 12521H 107


1		Names of Reporting Person. Cantor Fitzgerald, L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) WC
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware

(1)

Includes 450,000 shares of Class A Common Stock and 4,542,500 shares of Class B Common Stock. The Sponsor is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM. CFGM indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and also the trustee of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities reported herein. Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.


CUSIP No. 12521H 107


1		Names of Reporting Person. CF Group Management, Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) AF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization New York

(1)


CUSIP No. 12521H 107


1		Names of Reporting Person. Howard W. Lutnick
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions) AF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States

(1)

SCHEDULE 13D

This Schedule 13D is filed on behalf of CFAC Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), CF Group Management, Inc., a New York corporation (“CFGM”) and Howard W. Lutnick (collectively, the “Reporting Persons”).

Item 1. Security and Issuer

Securities acquired: Class A common stock, $0.0001 par value (“Class A Common Stock”)

Issuer: CF Acquisition Corp. VII (the “Issuer”)

110 East 59th Street

New York, New York 10022

Item 2. Identity and Background

(a) This statement is filed by:

(i) the Sponsor, which is the holder of record of approximately 21.5% of the issued and outstanding shares of all classes of common stock of the Issuer (23,262,500) based on the number of shares of Class A Common Stock (18,700,000) and shares of Class B common stock, $0.0001 par value (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) (4,562,500) outstanding as of December 20, 2021, as reported by the Issuer in Exhibit 99.1 to its Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on December 20, 2021;

(ii) Cantor, the sole member of the Sponsor;

(iii) CFGM, the managing general partner of Cantor; and

(iv) Howard W. Lutnick, the Chairman and Chief Executive of the Issuer, the Chairman and Chief Executive Officer of CFGM and also the trustee of CFGM’s sole stockholder.

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) The address of the principal business and principal office of each of the Sponsor and Cantor is 110 East 59th Street, New York, New York 10022. The address of the principal business and principal office of each of CFGM and Mr. Lutnick is 499 Park Avenue, New York, New York 10022.

(c) The Sponsor’s principal business is to act as the Issuer’s sponsor. The principal business of Cantor is providing financial services, including an array of financial products and services in the equity, fixed income and foreign exchange capital markets. The principal business of CFGM is to act as the Managing General Partner of Cantor. The principal occupation of Mr. Lutnick, in addition to his duties as an officer and director of the Issuer, is to serve as Chief Executive Officer of Cantor, Chairman and Chief Executive Officer of BGC Partners, Inc. (“BGC”), Chairman of Newmark Group, Inc. (“Newmark”) and Chairman and Chief Executive Officer of CFGM. In addition, Mr. Lutnick holds offices at various other affiliates of Cantor and provides services to the operating partnerships of Newmark, BGC and CFLP. Mr. Lutnick is also the trustee of CFGM’s sole stockholder.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment,

decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f) The Sponsor is a Delaware limited liability company. Cantor is a Delaware limited partnership. CFGM is a New York corporation. Mr. Lutnick is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price for the shares of Common Stock currently beneficially owned by the Reporting Persons was $4,525,000. The source of these funds was the working capital of Cantor.

Item 4. Purpose of the Transaction

In July 2020, the Sponsor purchased an aggregate of 3,737,500 shares of Class B common stock of the Issuer (the “Founder Shares”) for an aggregate purchase price of $25,000. In January 2021, the Issuer effected a 35/26-for-1 stock split of shares of its outstanding common stock, resulting in an aggregate of 5,031,250 Founder Shares outstanding and held by the Sponsor (up to 656,250 of which were subject to forfeiture by if the underwriters’ over-allotment option in connection with the Issuer’s initial public offering (the “IPO”) is not exercised in full). In December 2021, the Sponsor transferred 10,000 Founder Shares to each of the Issuer’s independent directors (none of which were subject to forfeiture in the event that the underwriters’ over-allotment option was not exercised in full). On December 20, 2021, 468,750 Founder Shares were returned by the Sponsor to the Issuer for no consideration and cancelled because the remaining portion of the underwriters’ over-allotment option would not be exercised by the underwriters.

On December 20, 2021, simultaneously with the consummation of the Issuer’s IPO, the Sponsor purchased 450,000 units (“Placement Units”) of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated December 15, 2021, by and between the Issuer and the Sponsor (the “Purchase Agreement”), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one share of Class A Common Stock and one-third of one warrant, each whole warrant exercisable to purchase one share of Class A Common Stock, at an exercise price of $11.50 per share (as described more fully in the Issuer’s Final Prospectus dated December 15, 2021).

The shares of Common Stock owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the Common Stock held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below.

Pursuant to a forward purchase contract, dated December 15, 2021, by and between the Issuer and the Sponsor, the Sponsor has committed to purchase, in a private placement for gross proceeds of $10,000,000 to occur concurrently with the consummation of the Issuer’s initial business combination, 1,000,000 units on substantially the same terms as the sale of units in the IPO at $10.00 per unit, and 250,000 shares of Class A Common Stock (for no additional consideration). The funds from the sale of units will be used as part of the consideration to the sellers in the initial business combination; any excess funds will be used for working capital in the post-transaction company.

In order to finance transaction costs in connection with an intended initial business combination, the Sponsor has committed to provide $1,750,000 to the Issuer to fund the Issuer’s expenses relating to investigating and selecting a target business and other working capital requirements prior to the Issuer’s initial business combination.

Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.

With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar

business combination with one or more businesses or entities. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Sponsor and Mr. Lutnick have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

Item 5. Interest in Securities of the Issuer

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 23,262,500 shares of Common Stock, including 18,700,000 shares of Class A Common Stock and 4,562,500 shares of Class B Common Stock, outstanding as of December 20, 2021, as reported by the Issuer in Exhibit 99.1 to its Current Report on Form 8-K, filed by the Issuer with the SEC on December 20, 2021) are as follows:


Sponsor
a)		Amount beneficially owned: 4,992,500	Percentage: 21.5%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:	4,992,500
	ii.	Shared power to vote or to direct the vote:	0
	iii.	Sole power to dispose or to direct the disposition of:	4,992,500
	iv.	Shared power to dispose or to direct the disposition of:	0

Cantor
a)		Amount beneficially owned: 4,992,500	Percentage: 21.5%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:	0
	ii.	Shared power to vote or to direct the vote:	4,992,500
	iii.	Sole power to dispose or to direct the disposition of:	0
	iv.	Shared power to dispose or to direct the disposition of:	4,992,500

CFGM
a)		Amount beneficially owned: 4,992,500	Percentage: 21.5%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:	0
	ii.	Shared power to vote or to direct the vote:	4,992,500
	iii.	Sole power to dispose or to direct the disposition of:	0
	iv.	Shared power to dispose or to direct the disposition of:	4,992,500

Howard W. Lutnick
a)		Amount beneficially owned: 4,992,500	Percentage: 21.5%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:	0
	ii.	Shared power to vote or to direct the vote:	4,992,500
	iii.	Sole power to dispose or to direct the disposition of:	0
	iv.	Shared power to dispose or to direct the disposition of:	4,992,500

The Sponsor is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM. CFGM indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and also the trustee of CFGM’s sole stockholder and accordingly may be deemed to have beneficial ownership of securities reported herein. Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(c) None of the Reporting Persons has effected any transactions of Common Stock during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D which information is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Private Placement Units Purchase Agreement between the Issuer and Sponsor

On December 20, 2021, simultaneously with the consummation of the IPO, the Sponsor purchased 450,000 Placement Units pursuant to the Purchase Agreement. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer’s initial business combination, subject to certain limited exceptions as described in the Insider Letter (as defined below).

The description of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021 (and is incorporated by reference herein as Exhibit 10.1).

Insider Letter

On December 15, 2021, in connection with the IPO, the Issuer, the Sponsor and certain other parties thereto entered into a letter agreement (the “Insider Letter”). Pursuant to the Insider Letter, the Sponsor agreed (A) to vote its Founder Shares, any shares of Common Stock underlying the Placement Units and any public shares in favor of any proposed business combination, (B) not to propose an amendment to the Issuer’s Amended and Restated Certificate of Incorporation that would modify the substance or timing of the Issuer’s obligation to redeem the public shares if the Issuer does not consummate a business combination within 18 months from the completion of the IPO, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer’s trust account set up in connection with the IPO (the “Trust Account”), (C) not to redeem any Founder Shares and any shares underlying the Placement Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s Amended and Restated Certificate of Incorporation relating to shareholders’ rights or pre-business combination activity and (D) that the Founder Shares and any shares of Common Stock underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that in the event of the liquidation of the Trust Account of the Issuer (as defined in the Insider Letter), it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject to as a result of any claim by any vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account.

The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on December 20, 2021 (and is incorporated by reference herein as Exhibit 10.2).

Registration Rights Agreement

On December 15, 2021, in connection with the IPO, the Issuer, the Sponsor and the other initial stockholders entered into a registration rights agreement with the Issuer, pursuant to which the Sponsor was granted certain demand and “piggyback” registration rights, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on December 20, 2021 (and is incorporated by reference herein as Exhibit 10.3).

Forward Purchase Contract

On December 15, 2021, in connection with the IPO, the Issuer and the Sponsor entered into a forward purchase contract, pursuant to which the Sponsor agreed to purchase, in a private placement for gross proceeds of $10,000,000 to occur concurrently with the consummation of the Issuer’s initial business combination, 1,000,000 units on substantially the same terms as the sale of units in the IPO at $10.00 per unit, and 250,000 shares of Class A Common Stock (for no additional consideration). The summary of such forward purchase contract contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.8 to the Form 8-K filed by the Issuer with the SEC on December 20, 2021 (and is incorporated by reference herein as Exhibit 10.4).

Expense Reimbursement Agreement and Related Promissory Note

On December 15, 2021, in connection with the IPO, the Issuer and the Sponsor entered into an expense reimbursement agreement, pursuant to which the Sponsor has committed to provide $1,750,000 to the Issuer to fund the Issuer’s expenses relating to investigating and selecting a target business and other working capital requirements prior to the Issuer’s initial business combination. The summary of such expense reimbursement agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Form 8-K filed by the Issuer with the SEC on December 20, 2021 (and is incorporated by reference herein as Exhibit 10.5).

As contemplated by the Expense Reimbursement Agreement, on December 15, 2021, the Issuer issued a promissory note to the Sponsor. The principal of the note is $1,750,000 and the note is interest free. The note is payable upon the Issuer’s initial business combination. The summary of such promissory note contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Form 8-K filed by the Issuer with the SEC on December 20, 2021 (and is incorporated by reference herein as Exhibit 10.6).

Sponsor Loan

On December 15, 2021, in connection with the IPO, the Issuer issued to the Sponsor a promissory note in the amount of up to $4,025,000. As a result of the underwriter’s partial exercise of the over-allotment option, the Sponsor funded $3,650,000 of such promissory note. The summary of such promissory note contained herein is qualified in its entirety by reference to the full text of such note, a copy of which was filed by the Issuer as Exhibit 10.9 to the Form 8-K filed by the Issuer with the SEC on December 20, 2021 (and is incorporated by reference herein as Exhibit 10.7).

Item 7. Material to be Filed as Exhibits


Exhibit 10.1		Private Placement Units Purchase Agreement, dated as of December 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021).

Exhibit 10.2		Insider Letter, dated as of December 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021).


Exhibit 10.3		Registration Rights Agreement, dated as of December 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021).

Exhibit 10.4		Forward Purchase Contract, dated as of December 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021).

Exhibit 10.5		Expense Reimbursement Agreement, dated December 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021).

Exhibit 10.6		Promissory Note, dated December 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021)

Exhibit 10.7		Promissory Note, dated December 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 20, 2021)

Exhibit 99.1		Joint Filing Agreement, dated December 22, 2021, by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: December 22, 2021	CFAC HOLDINGS VII, LLC

	By:	/s/ Howard W. Lutnick
		Name:	Howard W. Lutnick
		Title:	Chairman and Chief Executive Officer

Date: December 22, 2021	CANTOR FITZGERALD, L.P.

	By:	/s/ Howard W. Lutnick
		Name:	Howard W. Lutnick
		Title:	Chairman and Chief Executive Officer

Date: December 22, 2021	CF GROUP MANAGEMENT, INC.

	By:	/s/ Howard W. Lutnick
		Name:	Howard W. Lutnick
		Title:	Chairman and Chief Executive Officer

Date: December 22, 2021		/s/ Howard W. Lutnick
		Howard W. Lutnick

[Signature Page to Schedule 13D dated December 22, 2021 filed by CFAC Holdings VII, LLC, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick – CF Acquisition Corp. VII]