SEC Form 4 · accession 0001213900-26-070189
Cantor Equity Partners VII, Inc. · CAES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
L. P. Cantor Fitzgerald
10% Owner
CF GROUP MANAGEMENT INC
10% Owner
Brandon Lutnick
Officer — Chief Executive Officer · Director · 10% Owner
Cantor EP Holdings VII, LLC
10% Owner
Period of report
Jun 18, 2026
Accepted (ET)
Jun 18, 2026 · 5:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002087965
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A ordinary sharesF1,F2 | Jun 18, 2026 | P | 600,000 | $10.00 | A | 600,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B ordinary sharesF2,F3 | — | Jun 18, 2026 | J | 937,500 | D | — | — | Class A ordinary shares | 937,500 | 6,250,000 | D |
Explanation of responses
- F1These Class A ordinary shares were acquired by Cantor EP Holdings VII, LLC (the "Sponsor") pursuant to a private placement shares purchase agreement, dated June 16, 2026, by and between the Sponsor and the issuer.
- F2The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP and CFGM and also the trustee with decision making control of the trusts that hold all of the voting shares of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
- F3As described in the issuer's registration statement on Form S-1 (File No. 333-296199) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
- F4As contemplated in connection with the initial public offering of the issuer, as a result of the underwriters' decision not to exercise the over-allotment option, 937,500 Class B ordinary shares were surrendered by the Sponsor to the issuer for no consideration.