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CEPO insider gains indirect control of 5,500,000 founder shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Summary: On 10/06/2025 Brandon Lutnick, as trustee with decision-making control of certain trusts, closed the purchase of voting shares of CF Group Management, Inc. and thereby may be deemed to beneficially own 500,000 Class A ordinary shares and 5,000,000 Class B ordinary shares of Cantor Equity Partners I, Inc. The Class B shares convert one-for-one into Class A shares at the time of an initial business combination or at the holder's option, so the reported holdings represent up to 5,500,000 potential Class A shares. The aggregate purchase price for the voting shares of CF Group Management, Inc. was $200,000. The report discloses indirect ownership through a Sponsor and includes a disclaimer limiting beneficial ownership to any pecuniary interest the reporting person may have.

Positive

  • Acquisition completed of CFGM voting shares for $200,000, enabling consolidated control
  • Significant share position reported: 500,000 Class A and 5,000,000 Class B (convertible into Class A)

Negative

  • Concentration of control through indirect ownership of Sponsor-held shares may affect minority holder influence
  • Limited transparency on pecuniary interest: reporting person disclaims ownership beyond any pecuniary interest, leaving exact economic exposure unclear

Insights

Insider acquired control of Sponsor stakes that translate to 5.5M founder shares.

The reporting person completed a transaction on 10/06/2025 that results in indirect ownership of 500,000 Class A and 5,000,000 Class B ordinary shares held by the Sponsor. Because Class B shares convert one-for-one into Class A at an initial business combination, the transaction represents up to 5,500,000 potential Class A shares.

This increase in indirect holdings consolidates decision-making influence via the Sponsor and affiliated entities; the filing states the ownership is held through trusts and operating entities with the reporting person as Chairman and CEO. Monitor corporate control metrics around any upcoming initial business combination and public disclosures of Sponsor voting power.

Insider Lutnick Brandon
Role Chairman and CEO
Bought 5,500,000 shs ($0.00)
Type Security Shares Price Value
Purchase Class B ordinary shares 5,000,000 $0.00 --
Purchase Class A ordinary shares 500,000 $0.00 --
Holdings After Transaction: Class B ordinary shares — 5,000,000 shares (Indirect, See Footnote); Class A ordinary shares — 500,000 shares (Indirect, See Footnote)
Footnotes (1)
  1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick. CFLP is the sole member of Cantor EP Holdings I, LLC (the "Sponsor"). The Sponsor is the direct owner of 500,000 Class A ordinary shares of Cantor Equity Partners I, Inc. (the "Company"), par value $0.0001 per share (the "Class A Ordinary Shares"), and 5,000,000 Class B ordinary shares of the Company, par value $0.0001 per share (the "Class B Ordinary Shares"). Following the closing of the transaction, the reporting person may be deemed to have beneficial ownership of the 500,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares held by the Sponsor. The aggregate purchase price of the voting shares of CFGM was $200,000. As described in the Company's registration statement on Form S-1 (File No. 333-282947) 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 Company'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. The Sponsor is the record holder of the shares reported herein. CFLP is the sole member of the Sponsor. CFGM is the managing general partner of CFLP. The reporting person 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. The reporting person disclaims beneficial ownership of all securities held by the Sponsor in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lutnick Brandon
(Last) (First) (Middle)
C/O CANTOR EQUITY PARTNERS I, INC.
110 EAST 59TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners I, Inc. [ CEPO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 10/06/2025 P 500,000 A (1) 500,000 I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (2) 10/06/2025 P 5,000,000 (2) (2) Class A ordinary shares 5,000,000 (1) 5,000,000 I See Footnote(3)
Explanation of Responses:
1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick. CFLP is the sole member of Cantor EP Holdings I, LLC (the "Sponsor"). The Sponsor is the direct owner of 500,000 Class A ordinary shares of Cantor Equity Partners I, Inc. (the "Company"), par value $0.0001 per share (the "Class A Ordinary Shares"), and 5,000,000 Class B ordinary shares of the Company, par value $0.0001 per share (the "Class B Ordinary Shares"). Following the closing of the transaction, the reporting person may be deemed to have beneficial ownership of the 500,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares held by the Sponsor. The aggregate purchase price of the voting shares of CFGM was $200,000.
2. As described in the Company's registration statement on Form S-1 (File No. 333-282947) 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 Company'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.
3. The Sponsor is the record holder of the shares reported herein. CFLP is the sole member of the Sponsor. CFGM is the managing general partner of CFLP. The reporting person 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. The reporting person disclaims beneficial ownership of all securities held by the Sponsor in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Brandon Lutnick 10/06/2025
** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Brandon Lutnick acquire in the Form 4 for CEPO?

The filing reports that Mr. Lutnick closed the purchase of voting shares of CF Group Management, Inc., resulting in indirect beneficial ownership of 500,000 Class A and 5,000,000 Class B ordinary shares of CEPO.

Do the Class B shares convert to Class A for CEPO?

Yes. Per the registration statement description, each Class B ordinary share converts on a one-for-one basis into a Class A ordinary share at the time of an initial business combination or at the holder's option, subject to customary adjustments.

What is the effective total potential Class A share count after conversion?

If all Class B shares convert, the combined holdings reported equal up to 5,500,000 potential Class A ordinary shares (500,000 Class A + 5,000,000 convertible Class B).

Is the reported ownership direct or indirect?

The filing states the shares are held by the Sponsor (record holder) and that Mr. Lutnick may be deemed to beneficially own them indirectly through related entities and trusts where he serves as trustee and executive.