Cantor Equity Partners, Inc. Class A Ordinary Shares (CEP)
Filed: 27 Dec 24, 5:16pm
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Cantor Equity Partners, Inc. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G4491L104 (CUSIP Number) |
Howard W. Lutnick 110 East 59th Street, New York, NY, 10022 212-938-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/26/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G4491L104 |
| 1 |
Name of reporting person
Cantor EP Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | G4491L104 |
| 1 |
Name of reporting person
Cantor Fitzgerald, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | G4491L104 |
| 1 |
Name of reporting person
CF Group Management, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | G4491L104 |
| 1 |
Name of reporting person
Howard W. Lutnick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value | |
| (b) | Name of Issuer:
Cantor Equity Partners, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
110 East 59th Street, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC') on August 21, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 21, 2024 ("Amendment No. 1" and, together with the Original Schedule 13D, the "Prior Schedule 13D") by Cantor EP Holdings, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald, L.P., a Delaware limited partnership ("Cantor"), CF Group Management, Inc., a New York corporation ("CFGM") and Howard W. Lutnick (collectively, the "Reporting Persons") relating to their beneficial ownership of Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Ordinary Shares") and Class B ordinary shares, par value $0.0001 per share, of the Issuer ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Prior Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Prior Schedule 13D is hereby amended and restated as follows:
The aggregate number and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons is on the basis of a total of 12,800,000 Ordinary Shares, including 10,300,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares, issued and outstanding as of November 13, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 13, 2024.
As of the date hereof, the Sponsor directly owns 300,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares, which Class B Ordinary Shares are automatically convertible 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 as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-280230). None of the other Reporting Persons directly own any Ordinary Shares. | |
| (b) | Item 5(b) of the Prior Schedule 13D is hereby amended and restated as follows:
As of the date hereof:
(i) the Sponsor directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 2,800,000 Ordinary Shares (consisting of 2,500,000 Class A Ordinary Shares and 300,000 Class B Ordinary Shares, which Class B Ordinary Shares are automatically convertible 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 as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-280230), which represent 21.9% of the Issuer's issued and outstanding Ordinary Shares.
(ii) Cantor, as the sole member of the Sponsor, controls the Sponsor and may be deemed to beneficially own, and has shared voting and dispositive power with respect to, the 2,800,000 Ordinary Shares directly owned by the Sponsor, which represent 21.9% of the Issuer's issued and outstanding Ordinary Shares. Cantor disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly.
(iii) CFGM, as the managing general partner of Cantor, controls Cantor and may be deemed to beneficially own, and has shared voting and dispositive power with respect to, the 2,800,000 Ordinary Shares directly owned by the Sponsor, which represent 21.9% of the Issuer's issued and outstanding Ordinary Shares. CFGM disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly.
(iv) Howard W. Lutnick, as the Chairman and Chief Executive Officer of CFGM and also the trustee of CFGM's sole stockholder, controls CFGM and may be deemed to beneficially own, and has shared voting and dispositive power with respect to, the 2,800,000 Ordinary Shares directly owned by the Sponsor, which represent 21.9% of the Issuer's issued and outstanding Ordinary Shares. Mr. Lutnick disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. | |
| (c) | Not applicable. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Prior Schedule 13D is hereby amended and supplemented by updating previously reported information with respect to the following item:
On December 26, 2024, Mr. Lutnick resigned as a member of the board of directors of the Issuer (the "Board") and as the Chairman and Chief Executive Officer of the Issuer effective immediately. Mr. Lutnick's resignation follows his recent nomination by U.S. President Donald J. Trump to serve as U.S. Secretary of Commerce. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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