SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

SEC Comment Letter 0000000000-24-007250 to Cantor Equity Partners, Inc. (CEP) (CIK 0001865602)

Cantor Equity Partners, Inc. (CEP) (CIK 0001865602)
Date: June 26, 2024 · CIK: 0001865602 · Accession: 0000000000-24-007250

AI Filing Summary & Sentiment

File numbers found in text: 333-280230

Date
June 26, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Cantor Equity Partners, Inc. (CEP) (CIK 0001865602)

Letter

United States securities and exchange commission logo June 26, 2024 Howard Lutnick Chief Executive Officer CF Acquisition Corp. A 110 East 59th Street New York, NY 10022 Re:CF Acquisition Corp. A Registration Statement on Form S-1 File No. 333-280230 Filed June 14, 2024 Dear Howard Lutnick: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form S-1 filed June 14, 2024 Permitted Purchases of Our Shares, page 103 1.We note your disclosure on page 103 stating that, in the event your initial shareholders, directors, officers, or their affiliates were to purchase shares from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act, including that your registration statement/proxy statement filed for your business combination transaction would include a representation that any of your securities purchased by your initial shareholders, directors, officers, or any of their affiliates would not be voted in favor of approving the business combination transaction. Please reconcile with the letter agreement filed as Exhibit 10.4 and the disclosure on page 106 and elsewhere stating that in the event that you submit your initial business combination to public shareholders for a vote, your initial shareholders and management have agreed to vote their founder shares, private placement shares and public shares in favor of your initial business combination. Please reconcile or advise. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

FirstName LastNameHoward Lutnick Comapany NameCF Acquisition Corp. A June 26, 2024 Page 2 FirstName LastName Howard Lutnick CF Acquisition Corp. A June 26, 2024 Page 2 Exhibits 2.The trust account termination letter attached as Exhibit A to Exhibit 10.5, the Investment Management Trust Agreement, states that “[o]n the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds…." Nasdaq Listing Rule IM-5101-2 states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. Please revise your disclosure for consistency with the Nasdaq listing rules. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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.

Show Raw Text
United States securities and exchange commission logo
June 26, 2024
Howard Lutnick
Chief Executive Officer
CF Acquisition Corp. A
110 East 59th Street
New York, NY 10022
Re:CF Acquisition Corp. A
Registration Statement on Form S-1
File No. 333-280230
Filed June 14, 2024
Dear Howard Lutnick:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed June 14, 2024
Permitted Purchases of Our Shares, page 103
1.We note your disclosure on page 103 stating that, in the event your initial shareholders,
directors, officers, or their affiliates were to purchase shares from public shareholders,
such purchases would be structured in compliance with the requirements of Rule 14e-5
under the Exchange Act, including that your registration statement/proxy statement filed
for your business combination transaction would include a representation that any of your
securities purchased by your initial shareholders, directors, officers, or any of their
affiliates would not be voted in favor of approving the business combination transaction.
Please reconcile with the letter agreement filed as Exhibit 10.4 and the disclosure on page
106 and elsewhere stating that in the event that you submit your initial business
combination to public shareholders for a vote, your initial shareholders and management
have agreed to vote their founder shares, private placement shares and public shares in
favor of your initial business combination. Please reconcile or advise. Refer to Tender
Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

 FirstName LastNameHoward Lutnick
 Comapany NameCF Acquisition Corp. A
 June 26, 2024 Page 2
 FirstName LastName
Howard Lutnick
CF Acquisition Corp. A
June 26, 2024
Page 2
Exhibits
2.The trust account termination letter attached as Exhibit A to Exhibit 10.5, the Investment
Management Trust Agreement, states that “[o]n the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated substantially concurrently with your transfer
of funds…." Nasdaq Listing Rule IM-5101-2 states that “[a]t least 90% of the gross
proceeds . . . must be deposited in a trust account maintained by an independent trustee.”
It is unclear how the release of funds earlier than the consummation of the initial business
combination would comport with this listing standard. Please revise your disclosure for
consistency with the Nasdaq listing rules.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.