CANTOR FITZGERALD, L. P. 4

What Happened
Cantor EP Holdings VII, LLC (the "Sponsor"), a 10% owner of Cantor Equity Partners VII, Inc. (CAES), purchased 600,000 Class A ordinary shares on June 18, 2026 at $10.00 per share in a private placement for a total of $6,000,000. On the same date the Sponsor also reported the disposition (surrender) of 937,500 Class B founder shares for no consideration (zero proceeds), pursuant to the offering mechanics described by the issuer.

Key Details

• Transaction dates: June 18, 2026 (private placement purchase and surrender). Purchase price: $10.00 per share. Purchase value: $6,000,000. Surrender consideration: $0.
• Acquisition type: Private placement purchase (code P). Disposition type: other (code J) — surrender/cancellation of founder Class B shares.
• Footnotes: F1 — purchase made under a June 16, 2026 private placement shares purchase agreement; F4 — 937,500 Class B shares surrendered because underwriters did not exercise the over‑allotment option.
• Beneficial ownership note (F2): Sponsor is record holder; Cantor Fitzgerald, L.P., CF Group Management, Inc., and Mr. Steve Lutnick may be deemed to have beneficial ownership but disclaim it except for any pecuniary interest.
• Conversion note (F3): Class B founder shares convert one-for-one into Class A shares upon the business combination or at holder option (subject to adjustments).
• Filing timeliness: Reported for transactions on 2026-06-18 and filed the same day (no late filing indicated).

Context

• This is an institutional/affiliate transaction by a 10% owner (not an executive selling to raise cash). The $6.0M private placement is a clear purchase (a bullish signal in that it increases the sponsor’s economic exposure).
• The J‑code surrender of founder Class B shares was a structural adjustment tied to the IPO/over‑allotment mechanics and did not generate cash proceeds; it is not a typical open‑market sale.
• For retail investors: purchases by insiders or large holders are often more informative than routine or mechanical share cancellations; read the footnotes for why the surrender occurred.