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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 I, Inc. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G1827K107 (CUSIP Number) |
Brandon Lutnick Cantor EP Holdings I, LLC, 110 East 59th Street New York, NY, 10022 212-938-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/06/2025 (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. | G1827K107 |
| 1 |
Name of reporting person
LUTNICK HOWARD W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 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 I, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
110 East 59th Street, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 2B (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on January 13, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on May 20, 2025 ("Amendment No. 1" and, together with the Original Schedule 13D, 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, and Amendment No. 2A to the Original Schedule 13D, dated October 6, 2025, filed by the Sponsor, Cantor, CFGM and Brandon G. Lutnick, 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.
This Amendment No. 2B is being filed solely by Howard W. Lutnick to indicate that he no longer has any voting or dispositive power of the securities of the Issuer and therefore shall cease to be a Reporting Person. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented with the following:
Completion of Howard W. Lutnick Divestiture
In accordance with the transactions described in Amendment No. 1, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce, has completed his previously announced divestiture of his holdings in Cantor and CFGM in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer and is filing this Amendment as a final amendment to reflect his zero ownership. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
As of October 6, 2025, Mr. Howard Lutnick does not beneficially own any Ordinary Shares. | |
| (b) | Number of Ordinary Shares beneficially owned as to which Howard W. Lutnick has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose of or to direct the disposition: 0 | |
| (c) | See Item 4 of this Amendment, of Amendment No. 1 and of Amendment No. 2A, which are each incorporated by reference herein. | |
| (d) | Not applicable. | |
| (e) | As of October 6, 2025, Mr. Howard W. Lutnick ceased to be a beneficial owner of more than 5% of the outstanding Ordinary Shares. | |
| 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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