Cantor Equity Partners III (CAEP) reports Lutnick divestiture; >5% stake eliminated

Rhea-AI Filing Summary

Cantor Equity Partners III, Inc. (CAEP) submitted Amendment No. 1B to its Schedule 13D to report that Howard W. Lutnick completed a divestiture tied to his appointment as U.S. Secretary of Commerce and no longer holds or controls any Class A or Class B ordinary shares.

The filing states the sale was completed on 10/06/2025, leaving Mr. Lutnick with zero voting and dispositive power and reducing his beneficial ownership to 0.0%, meaning he ceased to be a beneficial owner of more than 5% of the outstanding ordinary shares.

Positive

• Orderly divestiture completed on 10/06/2025, removing an ownership concentration
• Clear compliance action taken to resolve potential conflict with a federal appointment
• Beneficial ownership reduced to 0.0%, simplifying the issuer's shareholder structure

Negative

• Loss of a >5% shareholder may reduce experienced investor support or strategic guidance
• Potential short-term ownership uncertainty if affiliated entities reallocate shares following the divestiture

Insights

Corporate Governance Specialist

TL;DR: A senior insider divested holdings to resolve a government conflict, removing a >5% holder.

The filing documents a completed divestiture by Howard W. Lutnick on 10/06/2025, eliminating his voting and dispositive powers. This clarifies the issuer's ownership register by removing a concentrated shareholder position that previously exceeded 5%.

This reduces potential governance influence from that individual and simplifies stakeholder structure; watch any subsequent amendments from the Sponsor or affiliated entities for re‑allocations within the next quarter.

Compliance & Regulatory Analyst

TL;DR: The transaction addresses a conflict-of-interest requirement tied to a federal appointment.

The amendment states the divestiture was completed in connection with Mr. Lutnick's appointment as U.S. Secretary of Commerce and results in zero beneficial ownership as of 10/06/2025. The filing functions as a formal notice that the individual no longer meets the Schedule 13D reporting threshold.

From a compliance standpoint, the notice records finality of the disposition; monitor public disclosures for any related transfers by affiliated entities over the next 90 days that could reconstitute a >5% position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Cantor Equity Partners III, Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G1828A108

(CUSIP Number)

Brandon Lutnick
Cantor EP Holdings III, 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

CUSIP No. G1828A108

1

Name of reporting person

LUTNICK HOWARD W

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

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)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

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 III, Inc.
(c)	Address of Issuer's Principal Executive Offices: 110 East 59th Street, New York, NEW YORK , 10022.
Item 1 Comment: This Amendment No. 1B (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on July 1, 2025 (the "Original Schedule 13D") by Cantor EP Holdings III, 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. 1A 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 Original Schedule 13D. This Amendment No. 1B 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 the Original Schedule 13D, 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 the Original Schedule 13D and of Amendment No. 1A, 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.

LUTNICK HOWARD W

Signature:	/s/ Howard W. Lutnick
Name/Title:	Howard W. Lutnick
Date:	10/06/2025

FAQ

What did the Schedule 13D/A filed for CAEP disclose?

The filing states that Howard W. Lutnick completed a divestiture on 10/06/2025 and no longer beneficially owns or controls any ordinary shares of CAEP.

How much of CAEP did Howard W. Lutnick own after the sale?

Following the transaction, Mr. Lutnick's beneficial ownership is reported as 0.0% of the outstanding ordinary shares.

Why did Howard W. Lutnick divest his CAEP holdings?

The amendment says the divestiture was completed in connection with his appointment as U.S. Secretary of Commerce.

When was the sale that reduced Lutnick's holdings completed?

The sale was completed on 10/06/2025, per the amendment.

Does the filing show any remaining related-party ownership?

The amendment reports only that Mr. Lutnick ceased to be a beneficial owner; it does not disclose any specific remaining holdings by affiliated entities.