December 8, 2025 · Form 4 insider transaction
Cantor EP Holdings, LLC sold 2,500,000 shares of CEP at $0.00 per share, a transaction worth N/A. The trade was recorded as option exercise and disclosed on an SEC Form 4, filed 1 day after the transaction.
As described in CEP's registration statement on Form S-1 (File No. 333-280323) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, of CEP ("Class B Ordinary Shares") will automatically convert into Class A Ordinary Shares at the time of the CEP'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 set forth in the amended and restated memorandum and articles of association of CEP (the "CEP Memorandum and Articles").; On December 8, 2025, in connection with the consummation of the Business Combination, 2,500,000 Class B Ordinary Shares were converted into an aggregate of 9,463,886 Class A Ordinary Shares pursuant to the anti-dilution provisions in the CEP Memorandum and Articles (the "Class B Conversion"). Following the Class B Conversion, the Sponsor owns zero Class B Ordinary Shares.; The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("CFLP") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Brandon Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP, and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. As such, each of CFLP, 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.