Cantor Equity Partners VII (CAES) sponsor group discloses 7.19M Class B founder shares

Rhea-AI Filing Summary

Cantor Equity Partners VII, Inc. reported initial insider holdings for Class B ordinary shares. Cantor EP Holdings VII, LLC directly holds 7,187,500 Class B ordinary shares, which are convertible into Class A ordinary shares on a one-for-one basis in connection with the issuer's initial business combination or at the holder's option.

The footnotes state that this sponsor position includes up to 937,500 Class B shares that may be forfeited if the underwriters of the issuer's initial public offering do not fully exercise their over-allotment option. Related entities Cantor Fitzgerald, L.P., CF Group Management, Inc. and Brandon Lutnick may be deemed beneficial owners through their roles in the sponsor structure but each disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cantor EP Holdings VII, LLC, CANTOR FITZGERALD, L. P., CF GROUP MANAGEMENT INC, Lutnick Brandon

Role null | null | null | Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B ordinary shares	--	--	--

Holdings After Transaction: Class B ordinary shares — 7,187,500 shares (Direct, null)

Footnotes (1)

1. As 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. These shares represent Class B ordinary shares directly held by Cantor EP Holdings VII, LLC (the "Sponsor"). The Class B ordinary shares owned by the Sponsor include up to 937,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's Class A ordinary shares do not exercise in full their over-allotment option as described in the issuer's registration statement. The 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.

Key Figures

Class B shares held: 7,187,500 Class B ordinary shares Underlying Class A shares: 7,187,500 Class A ordinary shares Shares subject to forfeiture: 937,500 Class B ordinary shares +1 more

4 metrics

Class B shares held 7,187,500 Class B ordinary shares Directly held by Cantor EP Holdings VII, LLC

Underlying Class A shares 7,187,500 Class A ordinary shares One-for-one conversion basis for Class B shares

Shares subject to forfeiture 937,500 Class B ordinary shares Forfeitable if IPO over-allotment option not fully exercised

Exercise price $0.0000 per share Conversion/exercise price for Class B to Class A

Key Terms

Class B ordinary shares, initial business combination, over-allotment option, beneficial ownership, +1 more

5 terms

Class B ordinary shares financial

"These shares represent Class B ordinary shares directly held by Cantor EP Holdings VII, LLC"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

initial business combination financial

"will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

over-allotment option financial

"subject to forfeiture in the event the underwriters ... do not exercise in full their over-allotment option"

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.

beneficial ownership financial

"may be deemed to have beneficial ownership of the shares directly held by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

anti-dilution rights financial

"subject to adjustment for share sub-divisions ... and certain anti-dilution rights"

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Understanding Insider Trading Forms →

Available on EDGAR 06/22/2026 - 03:07 PM Accepted by SEC EDGAR 06/16/2026 - 08:45 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Cantor EP Holdings VII, LLC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2026

3. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners VII, Inc. [ CAES ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares(1)(2)(3)	(1)	(1)	Class A ordinary shares	7,187,500(2)(3)	(1)	D

1. Name and Address of Reporting Person^*

Cantor EP Holdings VII, LLC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. As 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.

2. These shares represent Class B ordinary shares directly held by Cantor EP Holdings VII, LLC (the "Sponsor"). The Class B ordinary shares owned by the Sponsor include up to 937,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's Class A ordinary shares do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. The 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.

	/s/ Brandon G. Lutnick	06/16/2026
	/s/ Brandon G. Lutnick, as Chief Executive Officer of Cantor EP Holdings VII, LLC	06/16/2026
	/s/ Brandon G. Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.	06/16/2026
	/s/ Brandon G. Lutnick, as Chief Executive Officer of CF Group Management, Inc.	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings does Cantor EP Holdings VII report in CAES on this Form 3?

Cantor EP Holdings VII, LLC reports holding 7,187,500 Class B ordinary shares of Cantor Equity Partners VII, Inc. These shares are part of the sponsor’s founder position and form the baseline beneficial ownership disclosed in this initial Form 3 filing.

How can Cantor Equity Partners VII (CAES) Class B shares convert into Class A shares?

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the issuer's initial business combination or at the holder's option. Conversion occurs on a one-for-one basis, subject to adjustments like share splits, dividends, recapitalizations and anti-dilution protections.

What is the forfeiture risk on the CAES sponsor’s Class B founder shares?

Up to 937,500 of the sponsor’s Class B ordinary shares are subject to forfeiture. This forfeiture applies if the underwriters of the issuer's initial public offering do not exercise their over-allotment option in full, as described in the registration statement.

Which entities are associated with the CAES sponsor’s reported Class B share holdings?

The sponsor Cantor EP Holdings VII, LLC is the record holder of the Class B shares. Cantor Fitzgerald, L.P., CF Group Management, Inc., and Brandon Lutnick are described as potentially deemed beneficial owners through their roles in the sponsor structure, subject to stated ownership disclaimers.

Do Cantor Fitzgerald and related parties fully claim beneficial ownership of CAES sponsor shares?

Cantor Fitzgerald, CF Group Management, Inc., and Brandon Lutnick may be deemed beneficial owners of shares held by the sponsor. However, each entity or person disclaims beneficial ownership of the reported shares except to the extent of any direct or indirect pecuniary interest.