11/05/2025 | Press release | Distributed by Public on 11/05/2025 18:53
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (3) | 11/05/2025 | J(4) | 75,000 | (3) | (3) | Class A ordinary shares | 75,000 | $ 0 | 6,250,000 | D(2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cantor EP Holdings V, LLC 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | |||
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CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | |||
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CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | |||
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Lutnick Brandon 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | X | Chief Executive Officer | |
| /s/ Brandon G. Lutnick | 11/05/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Lutnick Chief Executive Officer of Cantor EP Holdings V, LLC | 11/05/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Lutnick Chief Executive Officer of Cantor Fitzgerald, L.P. | 11/05/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Lutnick Chief Executive Officer of CF Group Management, Inc. | 11/05/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These Class A ordinary shares were acquired by Cantor EP Holdings V, LLC (the "Sponsor") pursuant to a private placement shares purchase agreement, dated November 3, 2025, by and between the Sponsor and the issuer. |
| (2) | The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP and CFGM and also the trustee with decision making control of the trusts that hold all of the voting shares of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| (3) | As described in the issuer's registration statement on Form S-1 (File No. 333-289666) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert 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 certain anti-dilution rights. |
| (4) | As contemplated in connection with the initial public offering of the issuer, as a result of the underwriters' partial exercise of the over-allotment option, 75,000 Class B ordinary shares were surrendered by the Sponsor to the issuer for no consideration. |