[SCHEDULE 13D/A] Cantor Equity Partners III, Inc. SEC Filing

Rhea-AI Filing Summary

Cantor Equity Partners III, Inc. Schedule 13D/A discloses that a group led by Cantor entities and Brandon G. Lutnick beneficially owns 7,480,000 Ordinary Shares, representing 21.3% of the 35,080,000 issued and outstanding Ordinary Shares. The filing reports the closing of transactions on October 6, 2025 under which voting shares of CF Group Management, Inc. were sold by Howard W. Lutnick to trusts controlled by Brandon G. Lutnick for an aggregate purchase price of $200,000. Howard W. Lutnick completed a divestiture and no longer holds voting or dispositive power over the Issuer's securities. The Sponsor (Cantor EP Holdings III, LLC) directly holds 580,000 Class A shares and 6,900,000 Class B shares (convertible one-for-one to Class A), which together form the 7,480,000-share position.

Positive

• Consolidated voting control under Brandon G. Lutnick provides clearer governance lines for the reporting group
• All transfers closed on October 6, 2025, reducing execution uncertainty
• Material stake quantified: 7,480,000 shares equal 21.3% of outstanding shares

Negative

• Concentration of voting power may raise governance scrutiny from other shareholders
• Related-party purchase price of $200,000 for voting shares could invite shareholder questions about valuation

Insights

Corporate Governance Analyst

Control over 21.3% stake shifts within family-controlled trusts; voting power consolidated under Brandon G. Lutnick.

The transactions closed on October 6, 2025 transfer voting shares of CF Group Management to trusts controlled by Brandon G. Lutnick, consolidating shared voting and dispositive power over 7,480,000 Ordinary Shares or 21.3% of the company. The Sponsor retains direct ownership of 580,000 Class A and 6,900,000 Class B shares, with the Class B shares convertible one-for-one into Class A.

This change follows Howard W. Lutnick's divestiture tied to his appointment and results in a clear reallocation of voting influence rather than an open-market stake change. Watch for potential governance effects at the time of an initial business combination when Class B shares convert; near-term monitoring through the issuer's filings and any proxy materials is recommended within the next 12 months.

Securities Transaction Specialist

Transaction was executed via related-party purchase agreements at a stated aggregate price of $200,000.

The filing incorporates four purchase agreements dated May 16, 2025 and confirms closings on October 6, 2025. The Purchaser Trusts used cash on hand to pay $200,000 for the voting shares of CFGM. As a result, beneficial ownership and shared voting/dispositive power over the Sponsor's founder and convertible shares moved to parties controlled by Brandon G. Lutnick.

Key near-term items to track include any amendments to ownership disclosures (e.g., Howard W. Lutnick’s separate amendment reflecting zero ownership) and registrations or proxy filings ahead of a business combination; expect updates in subsequent SEC reports within the typical quarterly filing cycle.

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

Cantor EP Holdings III, LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,480,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,480,000.00

11

Aggregate amount beneficially owned by each reporting person

7,480,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G1828A108

1

Name of reporting person

Cantor Fitzgerald, L.P.

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)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,480,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,480,000.00

11

Aggregate amount beneficially owned by each reporting person

7,480,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G1828A108

1

Name of reporting person

CF Group Management, Inc.

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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,480,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,480,000.00

11

Aggregate amount beneficially owned by each reporting person

7,480,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G1828A108

1

Name of reporting person

Brandon G. Lutnick

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 7,480,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,480,000.00

11

Aggregate amount beneficially owned by each reporting person

7,480,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

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. 1A (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 Mr. Howard W. Lutnick. This Amendment is being filed by the Sponsor, Cantor, CFGM and Mr. Brandon G. Lutnick (collectively, the "Reporting Persons") 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 Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.
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 detailed below, 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. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer, and the Reporting Persons understand that he will file Amendment No. 1B as his final amendment to the Original Schedule 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in the Original Schedule 13D, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of Cantor. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of the Ordinary Shares owned by the Sponsor, and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The aggregate number and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons is on the basis of a total of 35,080,000 Ordinary Shares, including 28,180,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares, issued and outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025. As of the date hereof, the Sponsor directly owns 580,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares, which Class B Ordinary Shares are automatically convertible 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 as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-287847). None of the other Reporting Persons directly own any Ordinary Shares.
(b)	Item 5(b) is hereby amended and restated as follows: As of the date hereof: (i) the Sponsor directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 7,480,000 Ordinary Shares (consisting of 580,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares, which Class B Ordinary Shares are automatically convertible 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 as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-287847)), which represent 21.3% of the Issuer's issued and outstanding Ordinary Shares. (ii) Cantor, as the sole member of the Sponsor, controls the Sponsor and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 7,480,000 Ordinary Shares directly owned by the Sponsor, which represent 21.3% of the Issuer's issued and outstanding Ordinary Shares. Cantor disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (iii) CFGM, as the managing general partner of Cantor, controls Cantor and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 7,480,000 Ordinary Shares directly owned by the Sponsor, which represent 21.3% of the Issuer's issued and outstanding Ordinary Shares. CFGM disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (iv) Brandon G. Lutnick, as the controlling trustee of the trusts owning all of the voting shares of CFGM and the Chairman and Chief Executive Officer of CFGM, controls CFGM and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 7,480,000 Ordinary Shares directly owned by the Sponsor, which represent 21.3% of the Issuer's issued and outstanding Ordinary Shares. Brandon G. Lutnick disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(c)	See Item 4 of this Amendment, which is incorporated by reference herein.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by adding the following: Exhibit 8: Joint Filing Agreement, dated as of October 6, 2025, by and among the Reporting Persons Exhibit 9: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the BGL Management Trust. Exhibit 10: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the KSL Management Trust. Exhibit 11: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the RGL Management Trust. Exhibit 12: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the CJL Management Trust.

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.

Cantor EP Holdings III, LLC

Signature:	/s/ Brandon Lutnick
Name/Title:	Brandon Lutnick/Chief Executive Officer
Date:	10/06/2025

Cantor Fitzgerald, L.P.

Signature:	/s/ Brandon Lutnick
Name/Title:	Brandon Lutnick/Chief Executive Officer
Date:	10/06/2025

CF Group Management, Inc.

Signature:	/s/ Brandon Lutnick
Name/Title:	Brandon Lutnick/Chief Executive Officer
Date:	10/06/2025

Brandon G. Lutnick

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick
Date:	10/06/2025

FAQ

What stake does Cantor’s group hold in Cantor Equity Partners III (CAEP)?

The reporting group beneficially owns 7,480,000 Ordinary Shares, representing 21.3% of the 35,080,000 shares outstanding.

Who gained voting control after the October 6, 2025 transactions?

Brandon G. Lutnick (through trusts that control CFGM) may be deemed to have shared voting and dispositive power over the 7,480,000 shares.

How much was paid for the CFGM voting shares?

The aggregate purchase price reported for the sales to the Purchaser Trusts was $200,000, paid from the trusts' cash on hand.

Does Howard W. Lutnick retain any ownership or voting power?

No. The filing states Howard W. Lutnick completed his divestiture and no longer has voting or dispositive power over the Issuer's securities.

What classes of shares does the Sponsor directly own?

The Sponsor directly owns 580,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares (convertible one-for-one into Class A).