13D Filings
Cantor Equity Partners, Inc.
CEP
Amendment
Ownership

21.90%

Total Shares

2,800,000

Issuer CIK

1865602

CUSIP

G4491L104

Event Date

Dec 25, 2024

Accepted

Dec 27, 2024, 05:16 PM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Cantor EP Holdings, LLC
Other
21.90%2,800,00002,800,000
Cantor Fitzgerald, L.P.
Partnership
21.90%2,800,00002,800,000
CF Group Management, Inc.
CO
21.90%2,800,00002,800,000
Howard W. Lutnick
Individual
21.90%2,800,00002,800,000
Disclosure Items (3)

Security Title

Class A Ordinary Shares, $0.0001 par value

Issuer Name

Cantor Equity Partners, Inc.

Issuer Address

110 East 59th Street, New York, NY, 10022

Percentage of Class

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.

Number of Shares

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.

Transactions

Not applicable.

Shareholders

Not applicable.

Date of 5% Ownership

Not applicable.

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.

Cantor Equity Partners, Inc. — Schedule 13D | 13D Filings