{"url_path":"/sec/cik-0002087965/8-k/2026-06-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/2087965/0001213900-26-070156-index.html","accession_number":"0001213900-26-070156","cik":"0002087965","ticker":null,"issuer_name":"Cantor Equity Partners VII, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2087965/0001213900-26-070156-index.html","primary_entity_key":"0002087965","primary_entity_name":"Cantor Equity Partners VII, Inc."},"word_count":534,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn June 18, 2026, Cantor Equity Partners VII,\nInc. (the “Company”) consummated its initial public offering (the “IPO”) of 25,000,000 Class A ordinary\nshares, par value of $0.0001 per share (“Class A Ordinary Shares” and such shares sold in the IPO, the “Public\nShares”). The Public Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $250,000,000.\n\n \n\nIn connection with the IPO, the Company entered\ninto the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form\nS-1 (File No. 333-296199) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)\non May 22, 2026 (as amended, the “Registration Statement”):\n\n \n\n \n●\nAn 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nAn 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nAn 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nA 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.\n\n \n\n \n●\nAn 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.\n\n \n\n \n●\nA 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.\n\n \n\n1"}