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Cantor Equity Partners III, Inc.
CAEP
Amendment
Ownership

0.00%

Total Shares

0

Issuer CIK

2034268

Event Date

May 14, 2026

Accepted

May 19, 2026, 09:32 PM

SEC EDGARView Original Filing
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 III, LLC
Other
0.00%000
Cantor Fitzgerald, L.P.
Partnership
0.00%000
CF Group Management, Inc.
CO
0.00%000
Brandon G. Lutnick
Individual
0.00%000
Disclosure Items (6)

Security Title

Class A Ordinary Shares, $0.0001 par value

Issuer Name

Cantor Equity Partners III, Inc.

Issuer Address

110 EAST 59TH STREET, New York, NY, 10022

Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.

The information set forth in Item 4 of the Schedule 13D is amended and supplemented as follows: Issuance of Class A Ordinary Shares On May 15, 2026, the Issuer issued 102,009 Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Ordinary Shares") to the Sponsor in repayment of amounts outstanding under the promissory note, dated June 25, 2025, made by the Issuer in favor of the Sponsor at $10.00 per share in connection with the consummation of the Business Combination and the terms of the Sponsor Support Agreement. Cancellation of Class B Ordinary Shares On May 15, 2026, in connection with the consummation of the Business Combination, an aggregate of 3,400,000 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") were surrendered for cancellation by the Sponsor to the Issuer for no consideration in accordance with the Sponsor Support Agreement (the "Class B Cancellation"). Following the Class B Cancellation, the Sponsor owned 3,500,000 Class B Ordinary Shares. Consummation of the Business Combination In connection with the closing of the Business Combination on May 15, 2026, pursuant to the Business Combination Agreement, on May 15, 2026, among other things, Cayman Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity, and as a result of which the Issuer's shareholders received one ordinary share, par value $0.0001 per share, of Pubco (a "Pubco Ordinary Share") for each Ordinary Share held by such shareholder other than the Class B Ordinary Shares surrendered by the Sponsor as described above and any Class A Ordinary Shares that were validly redeemed (the "Cayman Merger"). As a result of the Cayman Merger, the Ordinary Shares held by the Sponsor in the Issuer were automatically cancelled and, in exchange, the Sponsor received an equal number of Pubco Ordinary Shares pursuant to the Business Combination Agreement. Therefore, as of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer, including Ordinary Shares.

Percentage of Class

Item 5(a) is hereby amended and restated as follows: As of May 15, 2026, the Reporting Persons do not beneficially own, directly or indirectly, any Ordinary Shares.

Number of Shares

Item 5(b) is hereby amended and restated as follows: As of May 15, 2026, the Reporting Persons do not have sole or shared power to vote, to direct the vote, to dispose of, or to direct the disposition of any Ordinary Shares.

Transactions

Item 5(c) is hereby supplemented as follows: Except as otherwise described in this Amendment No. 2, the Reporting Persons have not effected any transactions in Ordinary Shares during the past sixty days.

Shareholders

Not applicable.

Date of 5% Ownership

Each Reporting Person ceased to be a beneficial owner of more than five percent of the Ordinary Shares upon the closing of the Business Combination on May 15, 2026.

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.

Item 7 is hereby amended and supplemented by adding the following: Exhibit 13: Business Combination Agreement, dated as of November 7, 2025, by and among the Issuer, Pubco, AIR, Cayman Merger Sub and Jersey Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 7, 2025). Exhibit 14: Sponsor Support Agreement, dated as of November 7, 2025, by and among the Issuer, Pubco, AIR and the Sponsor (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 7, 2025).