SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Cantor EP Holdings, LLC

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2024

3. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners, Inc. [ CEP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B ordinary shares⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾	⁽¹⁾	Class A ordinary shares	2,875,000⁽²⁾⁽³⁾	⁽¹⁾	D

1. Name and Address of Reporting Person^*

Cantor EP Holdings, LLC

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LUTNICK HOWARD W

(Last)

(First)

(Middle)

110 EAST 59TH STREET

(Street)

NEW YORK

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-280230) 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.

2. These shares represent Class B ordinary shares directly held by Cantor EP Holdings, LLC (the "Sponsor"). The Class B ordinary shares owned by the reporting persons include up to 375,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's Class A ordinary shares do not exercise in full their over-allotment option as described in the issuer's registration statement.

3. 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, the issuer's Chairman and Chief Executive Officer, is the Chairman and Chief Executive Officer of CFGM and the trustee of the sole stockholder 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.

	/s/ Howard Lutnick	08/12/2024
	/s/ Howard Lutnick, as Chief Executive Officer of Cantor EP Holdings, LLC	08/12/2024
	/s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.	08/12/2024
	/s/ Howard Lutnick, as Chief Executive Officer of CF Group Management, Inc.	08/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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SEC Form 3 filed by new insider Cantor Ep Holdings, Llc