Schedule 13G/A filed jointly by four First Trust entities reports no beneficial ownership in Cantor Equity Partners. The filing identifies First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC as the reporting persons and states they collectively own 0 shares (0.00%) of the company’s Class A Ordinary Shares. The filing explains that First Trust Capital Management acts as an investment adviser with authority to purchase, vote and dispose of securities for client accounts and that First Trust Capital Solutions and FTCS Sub GP may be deemed control persons of that adviser; nevertheless, none of the entities holds any voting or dispositive power over the issuer’s shares. The filing is presented as an amendment and includes a joint filing agreement among the reporting persons.
Positive
None.
Negative
None.
Insights
TL;DR: Routine disclosure; First Trust group reports zero economic or voting stake in CEP, so no immediate market impact.
The Schedule 13G/A is a standard beneficial-ownership disclosure showing 0 shares (0.00%) across the named First Trust entities. As the adviser, FTCM has authority over certain client accounts but reports no positions here, and FTCS/Sub GP are disclosed as control persons of the adviser yet also report no holdings. This filing removes potential uncertainty about institutional ownership from these entities but presents no new capital, governance or voting influence to affect CEP.
TL;DR: Governance implication is minimal; disclosure clarifies lack of influence by the reporting group.
The joint Schedule 13G/A clarifies that the reporting persons do not hold voting or dispositive power in Cantor Equity Partners. While FTCS and Sub GP are identified as potential control persons of the adviser, the absence of any shares means there is no change to the issuer’s control landscape from these parties. This is a compliance-oriented filing that increases transparency but carries no material governance consequences.
FAQ
What did the First Trust entities report for Cantor Equity Partners (CEP)?
They reported jointly that they collectively beneficially own 0 shares (0.00%) of Cantor Equity Partners’ Class A Ordinary Shares and have no voting or dispositive power.
Which entities filed the Schedule 13G/A regarding CEP?
The filing was made jointly by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC.
Does First Trust Capital Management have authority over client accounts related to CEP?
The document states that First Trust Capital Management acts as an investment adviser with authority to purchase, vote and dispose of securities for its client accounts, but it reports no holdings
Do FTCS or FTCS Sub GP own CEP shares on their own account?
No. The filing states that FTCS and FTCS Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
Does this filing indicate any change in control or influence over CEP?
No. The filing documents no ownership and no voting or dispositive power by the reporting persons, so it does not indicate any change in control or influence.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cantor Equity Partners, Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(Title of Class of Securities)
G4491L104
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G4491L104
1
Names of Reporting Persons
First Trust Merger Arbitrage Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
CUSIP No.
G4491L104
1
Names of Reporting Persons
First Trust Capital Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G4491L104
1
Names of Reporting Persons
First Trust Capital Solutions L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
G4491L104
1
Names of Reporting Persons
FTCS Sub GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cantor Equity Partners, Inc.
(b)
Address of issuer's principal executive offices:
110 EAST 59TH STREET NEW YORK, NY 10022
Item 2.
(a)
Name of person filing:
This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP").
(1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940.
(2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts").
(3) FTCS, a Delaware limited partnership and control person of FTCM.
(4) Sub GP, a Delaware limited liability company and control person of FTCM.
Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)
Address or principal business office or, if none, residence:
The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)
Citizenship:
United States
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(e)
CUSIP No.:
G4491L104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Cantor Equity Partners, Inc. (the "Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 VARBX, FTCM, FTCS and Sub GP collectively owned 0 shares of the outstanding Ordinary Shares of the Issuer.
FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)
Percent of class:
VARBX: 0.00
FTCM, FTCS and Sub GP: 0
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(ii) Shared power to vote or to direct the vote:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(iii) Sole power to dispose or to direct the disposition of:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(iv) Shared power to dispose or to direct the disposition of:
VARBX: 0
FTCM, FTCS and Sub GP: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
