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Cantor Equity Partners VII (CAES) raises $250M in IPO trust

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8-K

Rhea-AI Filing Summary

Cantor Equity Partners VII, Inc. completed its initial public offering of 25,000,000 Class A ordinary shares at $10.00 per share, raising gross proceeds of $250,000,000. The shares trade on the Nasdaq Global Market under the symbol CAES.

At the IPO closing, the sponsor bought 600,000 Class A shares in a private placement at $10.00 per share, adding $6,000,000. A total of $250,000,000 of net proceeds from the IPO and private placement was deposited into a U.S.-based trust account to fund a future business combination or redemptions.

The company has up to 24 months from the IPO closing to complete its initial business combination. The underwriters did not exercise their over-allotment option, leading the sponsor to surrender 937,500 Class B shares so that initial shareholders retain 20.0% of issued and outstanding shares, excluding the private placement shares. The company also filed its Amended and Restated Memorandum and Articles of Association in connection with the IPO.

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Insights

SPAC IPO raises $250M and fully funds a 24‑month trust vehicle.

Cantor Equity Partners VII, Inc. completed a SPAC IPO of 25,000,000 Class A shares at $10.00, plus a 600,000‑share sponsor private placement at $10.00. Together, net proceeds of $250,000,000 were placed into a trust account to support a future business combination.

The structure follows a typical SPAC model: cash is locked in a trust at J.P. Morgan, with withdrawals mainly tied to taxes and shareholder redemptions. The company has up to 24 months from the IPO closing to complete an initial business combination before needing to redeem public shares, absent an extension approved under its governing documents.

The underwriters declined the over‑allotment option, and the sponsor surrendered 937,500 Class B shares so initial shareholders maintain 20.0% ownership, excluding private placement shares. Future filings around a proposed business combination and any extensions or amendments to the Memorandum and Articles will provide the next key milestones for this SPAC’s lifecycle.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO shares sold 25,000,000 shares Class A ordinary shares at $10.00 per share in IPO
IPO gross proceeds $250,000,000 Gross proceeds from initial public offering
Sponsor private placement 600,000 shares Private Placement Shares at $10.00 per share
Private placement proceeds $6,000,000 Gross proceeds from sponsor private placement
Trust funding $250,000,000 Net proceeds from IPO and private placement placed in trust
Business combination deadline 24 months Period from IPO closing to complete initial business combination
Founder shares surrendered 937,500 shares Class B ordinary shares surrendered after over-allotment lapse
Initial shareholder stake 20.0% Ownership of issued and outstanding shares excluding private placement
initial public offering financial
"consummated its initial public offering (the “IPO”) of 25,000,000 Class A ordinary shares"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Private Placement Shares Purchase Agreement financial
"pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale"
blank check company financial
"Cantor Equity Partners VII, Inc. is a blank check company sponsored by Cantor Fitzgerald"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
trust account financial
"was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A."
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
over-allotment option financial
"the underwriters in the IPO informed the Company that the over-allotment option would not be exercised"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
Amended and Restated Memorandum and Articles of Association regulatory
"the Company filed its Amended and Restated Memorandum and Articles of Association"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.
Offering Type IPO
Use of Proceeds Net proceeds placed into a U.S.-based trust account to fund the initial business combination and related shareholder redemptions.
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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

 

Exhibit 99.1

 

 

Cantor Equity Partners VII, Inc. Announces Pricing of $250 Million Initial Public Offering

 

New York, NY – June 16, 2026 – Cantor Equity Partners VII, Inc. (Nasdaq: CAES) (the “Company”) announced today the pricing of its initial public offering of 25,000,000 Class A ordinary shares at $10.00 per share. The shares are expected to be listed on the Nasdaq Global Market under the symbol “CAES” and begin trading on June 17, 2026. The underwriters have been granted a 45-day option to purchase up to an additional 3,750,000 shares offered by the Company to cover over-allotments, if any.

 

The offering is expected to close on June 18, 2026, subject to customary closing conditions.

 

Cantor Fitzgerald & Co. is acting as the sole book-running manager for the offering.

 

About Cantor Equity Partners VII, Inc.

 

Cantor Equity Partners VII, Inc. is a blank check company sponsored by Cantor Fitzgerald and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but the Company intends to focus on a target in an industry where it believes the Company’s management teams’ and affiliates’ expertise will provide the Company with a competitive advantage, including the financial services, digital assets, healthcare, real estate services, technology, software and energy industries.

 

Additional Information

 

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on June 16, 2026. The offering is being made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor New York, New York 10022; Email: prospectus@cantor.com. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the successful consummation of the Company’s initial public offering and use of the net proceeds of the offering as described in the offering prospectus, are subject to risks and uncertainties including those set forth in the Risk Factors section of the Company’s registration statement for the offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

MEDIA CONTACT

 

Danielle Popper

Danielle.popper@cantor.com

+1 212-938-5000

 

Exhibit 99.2

 

 

Cantor Equity Partners VII, Inc. Announces Closing of $250.0 Million Initial Public Offering

 

New York, NY – June 18, 2026 – Cantor Equity Partners VII, Inc. (Nasdaq: CAES) (the “Company”) announced today that it closed its initial public offering of 25,000,000 Class A ordinary shares at $10.00 per share. The shares began trading on the Nasdaq Global Market under the symbol “CAES” on June 17, 2026.

 

Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of shares, $250,000,000 was placed into the Company’s trust account. An audited balance sheet of the Company as of June 18, 2026, reflecting receipt of the proceeds from the consummation of the initial public offering and such private placement, will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).

 

Cantor Fitzgerald & Co. acted as the sole book-running manager for the offering.

 

About Cantor Equity Partners VII, Inc.

 

Cantor Equity Partners VII, Inc. is a blank check company sponsored by Cantor Fitzgerald and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but the Company intends to focus on a target in an industry where it believes the Company’s management team’s and affiliates’ expertise will provide the Company with a competitive advantage, including the financial services, digital assets, healthcare, real estate services, technology, software and energy industries.

 

Additional Information

 

A registration statement relating to these securities was declared effective by the SEC on June 16, 2026. The offering has been made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor New York, New York 10022; Email: prospectus@cantor.com. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the anticipated use of the net proceeds of the offering as described in the offering prospectus, are subject to risks and uncertainties, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

CONTACTS

Media

Danielle Popper

Danielle.popper@cantor.com

+1 212-938-5000

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Cantor Equity Partners VII, Inc. (CAES) raise in its IPO?

Cantor Equity Partners VII, Inc. raised $250,000,000 in gross proceeds by selling 25,000,000 Class A ordinary shares at $10.00 per share. These shares trade on the Nasdaq Global Market under the symbol CAES, forming the capital base for its SPAC structure.

How much sponsor capital was invested in the Cantor Equity Partners VII (CAES) SPAC?

At IPO closing, the sponsor purchased 600,000 Class A shares in a private placement at $10.00 per share, contributing $6,000,000. These private placement shares are identical to public shares but are subject to transfer restrictions until 30 days after the initial business combination.

How much money did Cantor Equity Partners VII (CAES) place in its SPAC trust account?

The company placed $250,000,000 of net proceeds from the IPO and sponsor private placement into a U.S.-based trust account at J.P. Morgan. These funds primarily support a future business combination and potential shareholder redemptions, subject to limited tax-related withdrawals.

What is the deadline for Cantor Equity Partners VII (CAES) to complete a business combination?

Cantor Equity Partners VII has up to 24 months from the IPO closing date to complete its initial business combination. If it fails to do so within that timeframe, it must redeem the public shares, unless shareholders or the board approve a different liquidation date consistent with applicable law.

What happened to the Cantor Equity Partners VII (CAES) over-allotment option and founder shares?

The underwriters informed the company on June 18, 2026 that the over-allotment option would not be exercised. As a result, the sponsor surrendered 937,500 Class B ordinary shares, which the company cancelled, so initial shareholders maintain 20.0% ownership, excluding private placement shares.

What key governance step did Cantor Equity Partners VII (CAES) take in connection with its IPO?

On June 17, 2026, the company filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands. These governing documents, described in its registration statement, formalize the SPAC’s structure and shareholder rights after the IPO.

Filing Exhibits & Attachments

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Press Releases

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