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:
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).
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.
On June 18, 2026, Cantor Equity Partners VII,
Inc. (the “Company”) consummated its initial public offering (the “Initial Public Offering”) of 25,000,000 Class
A ordinary shares, par value $0.0001 per share (“Class A ordinary shares” and such shares sold in the Initial Public Offering,
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.
Simultaneously with the closing of the Initial
Public Offering, pursuant to a private placement shares purchase agreement with Cantor EP Holdings VII, LLC (the “Sponsor”),
the Company completed the private sale (the “Private Placement”) of 600,000 Class A ordinary shares to the Sponsor at a purchase
price of $10.00 per share, generating gross proceeds to the Company of $6,000,000.
A total of $250,000,000, or $10.00 per Public
Share, comprised of the net proceeds from the Initial Public Offering and the Private Placement, was placed in a U.S.-based trust account
maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of June 18, 2026 reflecting
the receipt of the proceeds from the Initial Public Offering and the Private Placement has been issued by the Company and is included
as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Exhibit 99.1
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Report of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance Sheet |
|
F-3 |
| Notes to Balance Sheet |
|
F-4 |
Report of Independent Registered Public Accounting
Firm
To the Shareholders and the Board of Directors of Cantor Equity Partners
VII, Inc.:
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Cantor Equity Partners VII, Inc. (the “Company”) as of June 18, 2026 and the related notes (collectively referred to as
the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of June 18, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2025.
New York, New York
June 25, 2026
Cantor Equity Partners VII, Inc.
BALANCE SHEET
June 18, 2026
| Assets: | |
| |
| Current Assets: | |
| |
| Cash | |
$ | 367,392 | |
| Total Current Assets | |
| 367,392 | |
| Cash held in Trust Account | |
| 250,000,000 | |
| Total Assets | |
$ | 250,367,392 | |
| | |
| | |
| Liabilities and Shareholders’ Deficit: | |
| | |
| Total Liabilities | |
$ | — | |
| | |
| | |
| Commitments and Contingencies | |
| | |
| | |
| | |
| Class A ordinary shares subject to possible redemption, 25,000,000 shares issued and outstanding at redemption value of $10.15 per share | |
| 253,750,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 600,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) | |
| 60 | |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 6,250,000 shares issued and outstanding | |
| 625 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (3,383,293 | ) |
| Total Shareholders’ Deficit | |
| (3,382,608 | ) |
| Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit | |
$ | 250,367,392 | |
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
1. Description of Business and Operations
Description of Business
— Cantor Equity Partners VII, Inc. (the “Company”), formerly known as CF International Acquisition Corp. IX, was
incorporated on April 30, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
Although the Company is not
limited to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its
search primarily on companies operating in the financial services, digital assets, healthcare, real estate services, technology, software
and energy industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks
associated with early stage and emerging growth companies.
As of June 18, 2026, the
Company had not yet commenced operations. All activity through June 18, 2026 relates to the Company’s formation and the initial
public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until
after the completion of the Business Combination, at the earliest. The Company will use the net proceeds derived from the Initial Public
Offering and the Private Placement (as defined below) to generate non-operating income in the form of interest income on cash and investments
in U.S. Treasury securities or a money market fund. The Company has selected December 31st as its fiscal year-end.
The Company’s sponsor
is Cantor EP Holdings VII, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective
on June 16, 2026. On June 18, 2026, the Company consummated the Initial Public Offering of 25,000,000 Class A ordinary shares, par value
$0.0001 per share (the “Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the
“Public Shares”), at a purchase price of $10.00 per share, generating gross proceeds of $250,000,000, as described in Note
3.
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 600,000 Class A ordinary shares (the “Private Placement Shares”)
to the Sponsor at a price of $10.00 per share in a private placement (the “Private Placement”), generating gross proceeds
of $6,000,000, as described in Note 4.
The net proceeds of the Private
Placement were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject
to the requirements of applicable law (see Note 4).
Offering costs amounted to
approximately $5,500,000, consisting of $5,100,000 of underwriting fees and approximately $400,000 of other costs.
Following the closing of
the Initial Public Offering and the Private Placement on June 18, 2026, an amount of $250,000,000 ($10.00 per Public Share) from the net
proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”) located
in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company (“Continental”)
acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4)
of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank, as determined
by the Company, until the earlier of: (i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as
described below. As of June 18, 2026, the net proceeds derived from the Initial Public Offering and the Private Placement were held in
cash and subsequently will be invested in U.S. Treasury securities or a money market fund.
Initial Business Combination
— The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial
Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward
consummating the Business Combination. There is no assurance that the Company will be able to complete the Business Combination successfully.
The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in
the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business
Combination. However, the Company will only complete the Business Combination if the post-transaction company owns or acquires 50% or
more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not
to be required to register as an investment company under the Investment Company Act.
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
1. Description of Business and Operations (cont.)
The Company will provide
the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of
their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholders’ meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law
and stock exchange rules. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount
then in the Trust Account (which, as of June 18, 2026, was $10.15 per Public Share, inclusive of $0.15 per redeemed share to be funded
pursuant to the Sponsor Note (as defined below) in the applicable Redemption Event (as defined below)). The Public Shares are recorded
at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). In such
case, the Company will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination.
If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons,
the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”)
and file tender offer documents with the SEC prior to completing the Business Combination. If, however, shareholder approval of the Business
Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Business
Combination, or if they vote at all. If the Company seeks shareholder approval in connection with the Business Combination, the Sponsor
and the Company’s directors and officers have agreed to vote their Founder Shares (as defined below in Note 4), their Private Placement
Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination (except that any
Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). In addition, the Sponsor
and the Company’s directors and officers have agreed to waive their redemption rights with respect to their Founder Shares, Private
Placement Shares and any Public Shares held by them in connection with the completion of the Business Combination.
Notwithstanding the foregoing,
the Amended and Restated Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without
the prior consent of the Company.
The Sponsor and the Company’s
officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles (i) that would affect
the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem
100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating
to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity
to redeem their Class A ordinary shares in conjunction with any such amendment.
Failure to Consummate
the Business Combination — The Company has until June 18, 2028, or until such earlier liquidation date as the Company’s
board of directors may approve or such later date as the Company’s shareholders may approve pursuant to the Amended and Restated
Memorandum and Articles (the “Combination Period”) to consummate the Business Combination. If the Company is unable to complete
the Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which
redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject,
in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law.
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
1. Description of Business and Operations (cont.)
The Sponsor and the Company’s
directors and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the
Private Placement Shares held by them if the Company fails to complete the Business Combination within the Combination Period. However,
if the Sponsor or any of the Company’s directors and officers acquire Public Shares in or after the Initial Public Offering, they
will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of
the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.15 per share (inclusive
of $0.15 per redeemed share to be funded pursuant to the Sponsor Note). In order to protect the amounts held in the Trust Account, the
Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the
Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount
of funds in the Trust Account below $10.15 per share. This liability will not apply with respect to any claims by a third party who executed
a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to
reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all
vendors, service providers, except for the Company’s independent registered public accounting firm and the underwriters of the Initial
Public Offering, prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
2. Basis of Presentation and Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying financial
statement is presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging
growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that
apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such
extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard.
This may make comparison
of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
Preparation of the financial
statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates
requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its
estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current
information becomes available, and accordingly, the actual results could differ significantly from those estimates.
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
2. Basis of Presentation and Summary of Significant Accounting Policies
(cont.)
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash
equivalents in its operating account or the Trust Account as of June 18, 2026.
Cash Held in Trust Account
As of June 18, 2026, the
assets in the Trust Account were held in cash.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which at times may
exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. As of June 18, 2026, the Company has not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
Under ASC 820, Fair Value
Measurement (“ASC 820”), “fair value” is defined as the price that would be received for sale of an asset
or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts presented
in the accompanying balance sheet, primarily due to their short-term nature.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for
its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject
to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A
ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. All of the Public Shares feature certain
redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
Accordingly, as of June 18, 2026, 25,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity
outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes any subsequent changes
in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value
at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion
from initial book value to redemption amount value of redeemable Class A ordinary shares. This method would view the end of the reporting
period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A ordinary shares
also resulted in charges against Additional paid-in capital and Accumulated deficit.
As of June 18, 2026, the
Class A ordinary shares subject to possible redemption, as presented in the balance sheet, are reconciled in the following table:
| Gross proceeds | |
$ | 250,000,000 | |
| Less: | |
| | |
| Issuance costs allocated to Class A ordinary shares subject to possible redemption | |
| (5,528,699 | ) |
| Plus: | |
| | |
| Accretion of carrying value to redemption value | |
| 9,278,699 | |
| Class A ordinary shares subject to possible redemption, June 18, 2026 | |
$ | 253,750,000 | |
Offering Costs
Offering costs consist of
legal and other fees incurred through the financial statement date that are directly related to the Initial Public Offering. Offering
costs, which amounted to approximately $5,500,000, were charged against the carrying value of the Public Shares upon the completion of
the Initial Public Offering.
Income Taxes
Income taxes are accounted
for using the asset and liability method as prescribed under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets
and liabilities are recognized for the future tax consequences attributable to basis differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax basis.
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
2. Basis of Presentation and Summary of Significant Accounting Policies
(cont.)
ASC 740 prescribes a recognition
threshold that a tax position is required to meet before being recognized in the financial statement. The Company provides for uncertain
tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination
by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination
by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination
by tax authorities, actual results may differ from management’s estimates under different assumptions or conditions.
No amounts were accrued for
the payment of interest and penalties as of June 18, 2026. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. As of June 18, 2026, the Company has not recorded any amounts
related to uncertain tax positions.
The Company is considered
an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands
or the United States. As such, the Company recorded no income tax provision for the period presented.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB
issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures. The guidance was issued in response to requests from investors for companies to disclose more information about their
financial performance at the segment level. The ASU does not change how a public entity identifies its operating segments, aggregates
them or applies the quantitative thresholds to determine its reportable segments. The standard requires a public entity to disclose significant
segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable
segment’s profit or loss and assets that were previously required annually. Public entities with a single reportable segment are
required to provide the new disclosures and all the disclosures previously required under ASC 280. The Company adopted the standard on
the required effective date for the financial statements issued for the annual reporting periods beginning on January 1, 2024 and applies
the guidance for the interim periods beginning on January 1, 2025. The adoption of the new guidance did not have an impact on the Company’s
financial statement.
In December 2023, the FASB
issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the transparency
of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and
income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income
tax disclosures. The Company adopted the standard on the required effective date for the Company’s financial statements issued for
annual reporting periods beginning on January 1, 2025. The adoption of this guidance did not have a material impact on the footnotes to
the Company’s financial statement and had no impact on the Company’s financial statement.
In March 2024, the FASB
issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The Conceptual
Framework establishes concepts that the FASB considers in developing standards. The ASU was issued to remove references to the Conceptual
Framework in the Codification. The FASB noted that references to the Concepts Statements in the Codification could have implied that the
Concepts Statements are authoritative. Also, some of the references removed were to Concepts Statements that are superseded. The Company
adopted the standard on the required effective date beginning on January 1, 2025 using a prospective transition method for all new
transactions recognized on or after the effective date. The adoption of this guidance did not have a material impact on the Company’s
financial statement.
New Accounting Pronouncements
In May 2025, the FASB issued
ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition
of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected
primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the
definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement
that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine
which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in
more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest
entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the
legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and
annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur
after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on
the Company’s financial statement.
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
2. Basis of Presentation and Summary of Significant
Accounting Policies (cont.)
In December 2025, the FASB
issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance clarifies the current interim
disclosure requirements and their applicability. The ASU is intended to address feedback from stakeholders that the current guidance is
difficult to navigate. The amendments do not change the fundamental nature or expand or reduce the disclosure requirements of interim
reporting. The ASU creates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle
that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous
year end. The new guidance will become effective for the Company beginning on January 1, 2028, can be adopted using either a prospective
or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard
on the Company’s financial statement.
In December 2025, the FASB
issued ASU No. 2025-12, Codification Improvements. The guidance clarifies, corrects errors in or makes other improvements
to a variety of topics in the Codification that are intended to make it easier to understand and apply. The amendments apply to all reporting
entities in the scope of the affected accounting guidance. The new guidance will become effective for the Company beginning on January
1, 2027, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating
the impact of the new standard on the Company’s financial statement.
SEC Rule on Climate-Related Disclosures
In March 2024, the SEC adopted
final rules relating to The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants
to provide climate-related disclosures in a note to their audited financial statements. The disclosures under the final rules would include
certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements
they are presented. If carbon offsets or renewable energy credits or certificates (“RECs”) are deemed a material component
of the registrant’s plans to achieve its disclosed climate-related targets, registrants would be required to disclose information
about the offsets and RECs. Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated
with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition
plans materially impacted the estimates and assumptions used in preparing the financial statements. Finally, registrants would be required
to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and
the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed
or required to be disclosed, for the historical fiscal year for which audited consolidated financial statements are included in the filing.
In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in
March 2025, the SEC voted to end its defense of the rules. In May 2026, the SEC issued a proposal for stakeholder comment to fully rescind
its climate-related disclosure rules. Absent these developments, the rules would have been effective for the Company upon its registration
under the Exchange Act on June 16, 2026 and phased in starting in 2027. Management is currently monitoring the developments pertaining
to the rules and any resulting potential impacts on the Company’s financial statement.
The Company’s management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Company’s financial statement.
3. Initial Public Offering
Pursuant to the Initial
Public Offering, the Company sold 25,000,000 Class A ordinary shares at a price of $10.00 per share. In connection with the Initial Public
Offering, the underwriter advised the Company that it will not be exercising the over-allotment option.
4. Related Party Transactions
Founder Shares
In May 2021, the Sponsor
purchased 14,375,000 Class B ordinary shares of the Company, par value $0.0001 per share (“Class B ordinary shares”) for a
purchase price of $25,000. On August 25, 2025, the Sponsor surrendered, for no consideration, 7,187,500 Class B ordinary shares, which
the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares issued and outstanding from 14,375,000 shares
to 7,187,500 shares. Prior to the closing of the Initial Public Offering, up to 937,500 Class B ordinary shares were subject to surrender
by the Sponsor for no consideration depending on the extent to which the underwriter’s over-allotment option was exercised. On June
18, 2026, due to the underwriter advising the Company that it will not be exercising the over-allotment option, the Sponsor surrendered,
for no consideration, 937,500 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class
B ordinary shares issued and outstanding from 7,187,500 shares to 6,250,000 shares (the “Founder Shares”), so that the issued
and outstanding Class B ordinary shares represent 20% of the Company’s issued and outstanding ordinary shares after the Initial
Public Offering (not including the Private Placement Shares). The Founder Shares will automatically convert into non-redeemable Class
A ordinary shares in connection with the consummation of the Business Combination, as described in Note 5, and are subject to certain
transfer restrictions, as described in Note 6.
The Sponsor and the Company’s
directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the
earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x)
if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares
for cash, securities or other property.
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
4. Related Party Transactions (cont.)
Private Placement Shares
Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased 600,000 Private Placement Shares at a price of $10.00 per share ($6,000,000 in the
aggregate) in the Private Placement. The net proceeds from the Private Placement were added to the net proceeds from the Initial Public
Offering held in the Trust Account. The Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares
in connection with the completion of the Business Combination or otherwise. The Sponsor and the Company’s officers and directors
have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after
the completion of the Business Combination.
Underwriter
Cantor Fitzgerald & Co.
(“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).
Business Combination Marketing Agreement
The Company has engaged CF&Co.
as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to discuss the
potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested
in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with the
Business Combination. The Company will pay CF&Co. a cash fee of $8,750,000 for such services upon the consummation of the Business
Combination.
Related Party Loans
On August 21, 2025, the Sponsor
agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory
note (the “Pre-IPO Note”). The Pre-IPO Note was non-interest bearing and was repaid upon the completion of the Initial Public
Offering. As of June 18, 2026, after the Initial Public Offering, the Company had no outstanding amounts under the Pre-IPO Note.
In order to finance transaction
costs in connection with a Business Combination after the Initial Public Offering and prior to the Business Combination, the Sponsor has
committed up to $1,750,000 in the Sponsor Loan (as defined below) to be provided to the Company to fund the Company’s expenses relating
to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space,
administrative and shared personnel support services that will be paid to the Sponsor (the “Sponsor Loan”). The Sponsor Loan
does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at
any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount
outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion price of $10.00 per share. Otherwise,
the Sponsor Loan would be repaid only out of funds held outside the Trust Account. As of June 18, 2026, the Company had no borrowings
under the Sponsor Loan.
If the Sponsor Loan is insufficient
to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
Any Working Capital Loans will be repayable by the Company upon consummation of the Business Combination out of the proceeds of the Trust
Account released to the Company; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the lender’s
option, all or any portion of the amount outstanding under any Working Capital Loans may be converted into Class A ordinary shares at
a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. As of June 18, 2026, the Company had no borrowings under the Working Capital
Loans.
In addition, the Sponsor
has agreed to lend the Company up to $4,312,500 pursuant to a promissory note (the “Sponsor Note”) in connection with the
consummation of the Business Combination, an extension of time for the Company to consummate the Business Combination or the Company’s
liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection
with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares
on such Redemption Event. The Sponsor Note does not bear interest and is repayable by the Company to the Sponsor upon consummation of
the Business Combination; provided that at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s
option, all or any portion of the amount outstanding under the Sponsor Note may be converted into Class A ordinary shares at a conversion
price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Sponsor Note would be repaid only out
of funds held outside of the Trust Account. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor
Note.
The Sponsor pays expenses
on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included
in Payable to related party on the Company’s balance sheet. As of June 18, 2026, the Company had no amounts payable outstanding
to the Sponsor for such expenses.
Administrative Support Agreement
The Company has agreed to
pay $10,000 a month to the Sponsor for office space, administrative and shared personnel support services. Services commenced on June
17, 2026, the date the Class A ordinary shares were first listed on the Nasdaq, and will terminate upon the earlier of the consummation
by the Company of the Business Combination or the liquidation of the Company.
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
5. Commitments and Contingencies
Registration Rights Agreement
Pursuant to a registration
rights agreement entered into on June 16, 2026, the holders of Founder Shares (only after conversion of such shares to Class A ordinary
shares), Private Placement Shares and any Class A ordinary shares issued upon conversion of up to $1,750,000 pursuant to the Sponsor Loan,
any borrowings under the Working Capital Loans, up to $4,312,500 pursuant to the Sponsor Note and any additional loans are entitled to
registration rights. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted CF&Co.,
the underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,750,000 additional Class A ordinary shares to cover
over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On June 18, 2026, the underwriter
advised the Company that it will not be exercising the over-allotment option.
Upon the completion of the
Initial Public Offering, the Company paid CF&Co. an underwriting discount of $5,000,000. The Company also engaged a qualified independent
underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence”
in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering
in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received
no other compensation.
Business Combination Marketing Agreement
The Company has engaged
CF&Co. as an advisor in connection with the Business Combination (see Note 4).
Risks and Uncertainties
The Company’s ability
to complete the Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility
in the financial markets, many of which are beyond the Company’s control. The Company’s ability to consummate the Business
Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, fluctuations in interest
rates, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. Management continues to evaluate the
impact of these factors and has concluded that while it is reasonably possible that these factors could have an effect on the Company’s
financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial
statement. The financial statement does not include any adjustments that might result from the outcome of these uncertainties.
6. Shareholders’ Deficit
Class A Ordinary Shares
— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June
18, 2026, there were 600,000 Class A ordinary shares issued and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible
redemption.
Class B Ordinary Shares
— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of
Class B ordinary shares are entitled to one vote for each share. In May 2021, the Company issued 14,375,000 Class B ordinary shares to
the Sponsor. On August 25, 2025, the Sponsor surrendered, for no consideration, 7,187,500 Class B ordinary shares, which the Company cancelled,
resulting in a decrease in the total number of Class B ordinary shares issued and outstanding from 14,375,000 shares to 7,187,500 shares.
In connection with the underwriter advising the Company that it will not be exercising the over-allotment option, on June 18, 2026, the
Sponsor surrendered, for no consideration, 937,500 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the
total number of Class B ordinary shares issued and outstanding from 7,187,500 shares to 6,250,000 shares, so that the issued and outstanding
Class B ordinary shares represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering
(not including the Private Placement Shares).
Cantor Equity Partners VII, Inc.
Notes to Balance Sheet
6. Shareholders’ Deficit (cont.)
Prior to the consummation
of the Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment and removal of directors
and be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required
to adopt new constitutional documents as a result of the Company approving a transfer by way of continuation to a jurisdiction outside
the Cayman Islands). Other than as described above, holders of Class A ordinary shares and Class B ordinary shares will vote together
as a single class on all other matters submitted to a vote of shareholders except as required by law.
The Class B ordinary shares
will automatically convert into non-redeemable Class A ordinary shares in connection with the consummation of the Business Combination
or at any time and from time to time at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Class A ordinary
shares issued in connection with the conversion of Class B ordinary shares issued prior to the consummation of the Business Combination
will be subject to the same restrictions as applied to Class B ordinary shares prior to such conversion, including, among other things,
certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination.
In the case that additional
Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public
Offering and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A
ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment
with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class
B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares issued
and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued
or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued,
to any seller in the Business Combination).
Preference Shares —
The Company is authorized to issue 5,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 18, 2026, there were
no preference shares issued or outstanding.
7. Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the financial statement date, through the date that the financial statement was issued. The
Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement other than
as described below.
On June 22, 2026, the Company
transferred the $250,000,000 of net proceeds from the Initial Public Offering and the Private Placement to its trust account held at CF
Secured, LLC, an affiliate of the Sponsor, with Continental acting as trustee. The net proceeds were invested in U.S. government treasury
bills.
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