SEC Comment Letter 0000000000-23-004754 to CF Acquisition Corp. VII (CFFS, CFFSU, CFFSW) (CIK 0001839519)
CF Acquisition Corp. VII (CFFS, CFFSU, CFFSW) (CIK 0001839519)
Date: May 8, 2023 · CIK: 0001839519 · Accession: 0000000000-23-004754
AI Filing Summary & Sentiment
File numbers found in text: 001-41166
Letter
United States securities and exchange commission logo May 8, 2023 Howard W. Lutnick Chief Executive Officer CF Acquisition Corp. VII 110 East 59th Street New York, NY 10022 Re:CF Acquisition Corp. VII Preliminary Proxy Statement on Schedule 14A Filed May 2, 2023 File No. 001-41166 Dear Howard W. Lutnick: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameHoward W. Lutnick Comapany NameCF Acquisition Corp. VII May 8, 2023 Page 2 FirstName LastName Howard W. Lutnick CF Acquisition Corp. VII May 8, 2023 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Catherine De Lorenzo at 202-551-4079 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Steven Mermelstein, Esq.
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United States securities and exchange commission logo
May 8, 2023
Howard W. Lutnick
Chief Executive Officer
CF Acquisition Corp. VII
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. VII
Preliminary Proxy Statement on Schedule 14A
Filed May 2, 2023
File No. 001-41166
Dear Howard W. Lutnick:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameHoward W. Lutnick
Comapany NameCF Acquisition Corp. VII
May 8, 2023 Page 2
FirstName LastName
Howard W. Lutnick
CF Acquisition Corp. VII
May 8, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Catherine De Lorenzo at 202-551-4079 or Dorrie Yale at 202-551-8776
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Steven Mermelstein, Esq.