SEC Comment Letter 0000000000-24-005915 to Cantor Equity Partners, Inc. (CEP) (CIK 0001865602)
Cantor Equity Partners, Inc. (CEP) (CIK 0001865602)
Date: May 22, 2024 · CIK: 0001865602 · Accession: 0000000000-24-005915
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo May 22, 2024 Howard Lutnick Chief Executive Officer CF Acquisition Corp. A 110 East 59th Street New York, NY 10022 Re:CF Acquisition Corp. A Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted April 25, 2024 CIK No. 0001865602 Dear Howard Lutnick: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 25, 2023 letter. Amended Draft Registration Statement submitted April 25, 2024 Risk Factors, page 38 1.We note the revisions made in response to prior comment 2. Please add back the disclosure at the end of the risk factor discussing the non-redeeming shareholders potentially bearing the economic impact of the excise tax. General 2.When discussing the founder shares ownership following this offering, please revise throughout the prospectus to also reflect the ownership percentage including the private placement shares. In addition, please clarify when discussing the founder shares
FirstName LastNameHoward Lutnick Comapany NameCF Acquisition Corp. A May 22, 2024 Page 2 FirstName LastName Howard Lutnick CF Acquisition Corp. A May 22, 2024 Page 2 conversion and anti-dilution rights whether the forward purchase would impact the ratio at which the founder shares are converted into class A ordinary shares. 3.We partially reissue prior comment 4. Please revise throughout the prospectus to highlight the material differences in the overall price of the private placement, including the additional ordinary shares, as compared to the IPO. Please include the price per share of the forward purchase shares including the additional common shares to be received for no additional consideration. Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Steven Mermelstein, Esq.
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United States securities and exchange commission logo
May 22, 2024
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. A
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. A
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted April 25, 2024
CIK No. 0001865602
Dear Howard Lutnick:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 25, 2023 letter.
Amended Draft Registration Statement submitted April 25, 2024
Risk Factors, page 38
1.We note the revisions made in response to prior comment 2. Please add back the
disclosure at the end of the risk factor discussing the non-redeeming shareholders
potentially bearing the economic impact of the excise tax.
General
2.When discussing the founder shares ownership following this offering, please revise
throughout the prospectus to also reflect the ownership percentage including the private
placement shares. In addition, please clarify when discussing the founder shares
FirstName LastNameHoward Lutnick
Comapany NameCF Acquisition Corp. A
May 22, 2024 Page 2
FirstName LastName
Howard Lutnick
CF Acquisition Corp. A
May 22, 2024
Page 2
conversion and anti-dilution rights whether the forward purchase would impact the ratio at
which the founder shares are converted into class A ordinary shares.
3.We partially reissue prior comment 4. Please revise throughout the prospectus to
highlight the material differences in the overall price of the private placement, including
the additional ordinary shares, as compared to the IPO. Please include the price per share
of the forward purchase shares including the additional common shares to be received for
no additional consideration.
Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Steven Mermelstein, Esq.