Correspondence 0001213900-23-038413 from CF Acquisition Corp. VII (CFFS, CFFSU, CFFSW) (CIK 0001839519)
CF Acquisition Corp. VII (CFFS, CFFSU, CFFSW) (CIK 0001839519)
Date: May 11, 2023 · CIK: 0001839519 · Accession: 0001213900-23-038413
AI Filing Summary & Sentiment
File numbers found in text: 001-41166
Letter
VIA EDGAR Division of Corporation Finance Office of Manufacturing Re: CF Acquisition Corp. VII Preliminary Proxy Statement on Schedule 14A Filed May 2, 2023 File No. 001-41166
Dear Ms. De Lorenzo and Ms. Yale:
CF Acquisition Corp. VII (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on May 8, 2023, regarding its Preliminary Proxy Statement on Schedule 14A filed with the Commission on May 2, 2023.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
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 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
The Company respectfully advises the Staff that its sponsor, CFAC Holdings VII, LLC, is a Delaware limited liability company, and is neither controlled by, nor does it have substantial ties with, any non-U.S. person.
****
We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Steven Mermelstein, Esq., at smermelstein@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
CF Acquisition Corp. VII
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CORRESP
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CF ACQUISITION CORP. VII
110 East 59th Street
New York, New York 10022
VIA EDGAR
May 11, 2023
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, D.C. 20549
Attn: Catherine De Lorenzo and Dorrie Yale
Re: CF Acquisition Corp.
VII
Preliminary Proxy Statement on Schedule 14A
Filed May 2, 2023
File No. 001-41166
Dear Ms. De Lorenzo and Ms. Yale:
CF Acquisition Corp. VII (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), on May 8, 2023, regarding its Preliminary Proxy Statement on Schedule 14A filed with the Commission
on May 2, 2023.
For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
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
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
The Company respectfully advises the Staff
that its sponsor, CFAC Holdings VII, LLC, is a Delaware limited liability company, and is neither controlled by, nor does it have substantial
ties with, any non-U.S. person.
****
We thank the Staff for its review
of the foregoing. If you have further comments, please feel free to contact our counsel, Steven Mermelstein, Esq., at smermelstein@egsllp.com
or by telephone at (212) 370-1300.
Sincerely,
CF Acquisition Corp. VII
By:
/s/ Jane Novak
Name:
Jane Novak
Title:
Chief Financial Officer
cc:
Steven Mermelstein, Esq.
Ellenoff Grossman & Schole LLP