SEC Comment Letter 0000000000-25-001322 to Cantor Equity Partners III, Inc. (CAEP)
Cantor Equity Partners III, Inc.
Date: Feb. 6, 2025 · CIK: 0002034268 · Accession: 0000000000-25-001322
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Letter
February 6, 2025 Brandon Lutnick Chief Executive Officer Cantor Equity Partners III, Inc. 110 East 59th Street New York, NY 10022 Re:Cantor Equity Partners III, Inc. Amendment No.1 to Draft Registration Statement on Form S-1 Submitted January 23, 2025 CIK No. 0002034268 Dear Brandon Lutnick: We have reviewed your amended draft offering statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft offering statement or publicly filing your offering 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 any amendment to your draft offering statement or filed offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 15, 2024 letter. Draft Registration Statement on Form S-1 submitted January 23, 2025 Cover page 1.We note disclosures on page 92 and elsewhere that if you increase or decrease the size of the offering, you will effect a share dividend, contribution back to capital or other mechanism with respect to your Class B shares in such amount so that the founder shares will continue to represent 20% of your issued and outstanding ordinary shares upon consummation of the offering. Please discuss these provisions on the cover page and in the discussions of securities that may become issuable to the sponsor in the sections entitled "Sponsor Information" on pages 9 and 108.
February 6, 2025 Page 2 Sources of Target Businesses, page 114 2.Please revise disclosure in the first full paragraph on page 115 to clarify, if true, that no one acting on your behalf has engaged in discussions with any of the prospective target businesses that any of the Active Cantor SPACs or any of the Prior Cantor SPACs had considered, consistent with disclosure on your prospectus cover page. Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Stuart Neuhauser
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February 6, 2025
Brandon Lutnick
Chief Executive Officer
Cantor Equity Partners III, Inc.
110 East 59th Street
New York, NY 10022
Re:Cantor Equity Partners III, Inc.
Amendment No.1 to
Draft Registration Statement on Form S-1
Submitted January 23, 2025
CIK No. 0002034268
Dear Brandon Lutnick:
We have reviewed your amended draft offering statement and have the following
comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft offering statement or publicly filing your offering 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
any amendment to your draft offering statement or filed offering statement and the
information you provide in response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 15,
2024 letter.
Draft Registration Statement on Form S-1 submitted January 23, 2025
Cover page
1.We note disclosures on page 92 and elsewhere that if you increase or decrease the size
of the offering, you will effect a share dividend, contribution back to capital or
other mechanism with respect to your Class B shares in such amount so that the
founder shares will continue to represent 20% of your issued and outstanding ordinary
shares upon consummation of the offering. Please discuss these provisions on the
cover page and in the discussions of securities that may become issuable to
the sponsor in the sections entitled "Sponsor Information" on pages 9 and 108.
February 6, 2025
Page 2
Sources of Target Businesses, page 114
2.Please revise disclosure in the first full paragraph on page 115 to clarify, if true, that
no one acting on your behalf has engaged in discussions with any of the prospective
target businesses that any of the Active Cantor SPACs or any of the Prior Cantor
SPACs had considered, consistent with disclosure on your prospectus cover page.
Please contact Frank Knapp at 202-551-3805 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser