0001213900-25-045991.txt : 20250520 0001213900-25-045991.hdr.sgml : 20250520 20250520163002 ACCESSION NUMBER: 0001213900-25-045991 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250520 DATE AS OF CHANGE: 20250520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cantor Equity Partners I, Inc. CENTRAL INDEX KEY: 0002027708 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 981576503 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94796 FILM NUMBER: 25969207 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129385000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cantor EP Holdings I, LLC CENTRAL INDEX KEY: 0002029098 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129385000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0002029098 XXXXXXXX LIVE 1 Class A Ordinary Shares, $0.0001 par value 05/16/2025 false 0002027708 G1827K107 Cantor Equity Partners I, Inc.

110 East 59th Street New York NY 10022

Brandon Lutnick 212-938-5000 Cantor EP Holdings I, LLC 110 East 59th Street New York NY 10022 0002029098 N Cantor EP Holdings I, LLC AF N DE 0.00 5500000.00 0.00 5500000.00 5500000.00 N 21.6 OO Y Cantor Fitzgerald, L.P. WC N DE 0.00 5500000.00 0.00 5500000.00 5500000.00 N 21.6 PN Y CF Group Management, Inc. AF N NY 0.00 5500000.00 0.00 5500000.00 5500000.00 N 21.6 CO Y Howard W. Lutnick AF N X1 0.00 5500000.00 0.00 5500000.00 5500000.00 N 21.6 IN Class A Ordinary Shares, $0.0001 par value Cantor Equity Partners I, Inc. 110 East 59th Street New York NY 10022 This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on January 13, 2025 (the "Prior Schedule 13D") by Cantor EP Holdings I, 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 2(a) is hereby amended and restated as follows: This statement is filed by: (i) the Sponsor, which is the holder of record of approximately 21.6% of the issued and outstanding Ordinary Shares (25,500,000) based on the number of Class A Ordinary Shares (20,500,000) and Class B Ordinary Shares (5,000,000) outstanding as of May 15, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 15, 2025; (ii) Cantor, the sole member of the Sponsor; (iii) CFGM, the managing general partner of Cantor; and (iv) Howard W. Lutnick, the trustee of CFGM's sole stockholder. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. This statement also covers Brandon Lutnick, who is the Chairman and Chief Executive Officer of the Issuer, the Sponsor, Cantor and CFGM. Item 2(b) is hereby amended and supplemented with the following: The address of the principal business and principal office of Brandon Lutnick is 499 Park Avenue, New York, New York 10022. Item 2(c) is hereby amended and restated as follows: The Sponsor's principal business is to act as the Issuer's sponsor. The principal business of Cantor is providing financial services, including an array of financial products and services in the equity, fixed income and foreign exchange capital markets. The principal business of CFGM is to act as the Managing General Partner of Cantor. The principal occupation of Howard W. Lutnick is to serve as the United States Secretary of Commerce. The principal occupation of Brandon Lutnick is to serve as an executive of Cantor and certain of its affiliates. Item 2(d) is hereby amended and restated as follows: None of the Reporting Persons or Brandon Lutnick has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 2(e) is hereby amended and restated as follows: Except as set forth below, during the last five (5) years, no Reporting Person or any other person for whom information is required to be disclosed pursuant to Instruction C to Schedule 13D has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On December 12, 2024, Cantor, without admitting or denying the SEC's findings, entered into a settlement with the SEC to resolve charges that, in 2020 and 2021, CF Finance Acquisition Corp. II and CF Acquisition Corp. V, two special purpose acquisition companies (each, a "SPAC") controlled by Cantor, included false and misleading statements about each SPAC's prior interactions with target businesses in their filings with the SEC, in violation of Section 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"), Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-3 thereunder. Cantor cooperated immediately and fully with the SEC's investigation and agreed to cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) and 17(a)(3) of the Securities Act, Section 14(a) of the Exchange Act and Rule 14a-3 thereunder, and to pay a $6.75 million penalty. Item 2(f) is hereby amended and supplemented with the following: Brandon Lutnick is a citizen of the United States. No update. Item 4 is hereby amended and supplemented with the following: Sale of CFGM Voting Shares to Trusts Controlled by Brandon Lutnick On May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick all of the voting shares of CFGM, which is the managing general partner of Cantor. Cantor is the sole member of the Sponsor. CFGM, which through the Sponsor's ownership of Ordinary Shares, controls approximately 21.6% of the issued and outstanding Ordinary Shares as of May 15, 2025. Following the closing of the transactions contemplated by such agreements, Brandon G. Lutnick will be deemed to have voting or dispositive power over the Ordinary Shares held by CFGM and Cantor, and Howard W. Lutnick will no longer have voting or dispositive power over such Ordinary Shares. The closings of the transactions contemplated by such agreements are subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. ******** The transactions described herein follow Howard W. Lutnick's agreement to divest his interests in the Company to comply with U.S. government ethics rules in connection with his appointment as the U.S. Secretary of Commerce. Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals Item 5(a) 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 25,500,000 Ordinary Shares, including 20,500,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, issued and outstanding as of May 15, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 15, 2025. As of the date hereof, the Sponsor directly owns 500,000 Class A Ordinary Shares and 5,000,000 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. 333-282947). None of the other Reporting Persons or Brandon Lutnick directly own any Ordinary Shares. Item 5(b) 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, 5,500,000 Ordinary Shares (consisting of 500,000 Class A Ordinary Shares and 5,000,000 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. 333-282947)), which represent 21.6% 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 have shared voting and dispositive power with respect to, the 5,500,000 Ordinary Shares directly owned by the Sponsor, which represent 21.6% 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 have shared voting and dispositive power with respect to, the 5,500,000 Ordinary Shares directly owned by the Sponsor, which represent 21.6% 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 trustee of CFGM's sole stockholder, controls CFGM and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 5,500,000 Ordinary Shares directly owned by the Sponsor, which represent 21.6% of the Issuer's issued and outstanding Ordinary Shares. Howard W. Lutnick disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (v) Brandon Lutnick, as the Chairman and Chief Executive Officer of the Sponsor, Cantor and CFGM may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 5,500,000 Ordinary Shares directly owned by the Sponsor, which represent 21.6% of the Issuer's issued and outstanding Ordinary Shares. Brandon Lutnick disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Not applicable. Not applicable. Not applicable. Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein. No update. Cantor EP Holdings I, LLC /s/ Brandon Lutnick 05/20/2025 Cantor Fitzgerald, L.P. /s/ Brandon Lutnick 05/20/2025 CF Group Management, Inc. /s/ Brandon Lutnick 05/20/2025 Howard W. Lutnick /s/ Howard W. Lutnick 05/20/2025