SCHEDULE: Cantor Entities Report 21.3% Stake in Cantor Equity Partners IV

Cantor EP Holdings IV, Cantor Fitzgerald, CF Group Management, and Howard W. Lutnick collectively report beneficial ownership of 21.3% of Cantor Equity Partners IV, Inc. Class A Ordinary Shares following the Issuer's IPO.

Summary

• Reporting Persons (Cantor EP Holdings IV, LLC, Cantor Fitzgerald, L.P., CF Group Management, Inc., and Howard W. Lutnick) collectively beneficially own 12,150,000 Ordinary Shares of Cantor Equity Partners IV, Inc.
• This ownership represents 21.3% of the Issuer's total issued and outstanding Ordinary Shares, based on 57,150,000 shares as of August 22, 2025.
• The Sponsor, Cantor EP Holdings IV, LLC, directly holds 900,000 Class A Ordinary Shares and 11,250,000 Class B Ordinary Shares, with Class B shares convertible to Class A on a one-for-one basis.
• The shares were acquired for investment purposes, and the Sponsor may make further acquisitions or dispositions.
• Howard W. Lutnick is divesting his interests in CF Group Management, Inc. to trusts controlled by Brandon G. Lutnick to comply with U.S. government ethics rules following his appointment as U.S. Secretary of Commerce.
• The Sponsor has committed up to $1,750,000 to fund the Issuer's expenses for investigating and selecting a target business for its initial business combination.
• Cantor Fitzgerald, L.P. settled charges with the SEC on December 12, 2024, for $6.75 million related to misleading statements in prior SPAC filings.

Sentiment

Score: 6

Explanation: The filing reports a standard beneficial ownership update following a SPAC IPO, with expected sponsor commitments and a planned management transition due to external factors. The historical SEC penalty is a negative but not a new development. The overall sentiment is neutral to slightly positive due to the successful IPO and sponsor support for future operations, balanced by the regulatory issue.

Positives

• The Sponsor's commitment of up to $1,750,000 provides working capital for the Issuer's initial business combination search.
• The Issuer successfully completed its Initial Public Offering (IPO).
• The Sponsor has demand and "piggyback" registration rights, which could facilitate future liquidity for its holdings.

Negatives

• Cantor Fitzgerald, L.P. incurred a $6.75 million penalty from an SEC settlement due to misleading statements in prior SPAC filings.
• The Sponsor's Class B Ordinary Shares and Placement Shares will not participate in any liquidating distribution if an initial business combination is not consummated.
• The Sponsor's shares are subject to lock-up restrictions until 30 days after the consummation of the Issuer's initial business combination.

Risks

• The Issuer is a blank check company, meaning its success depends on identifying and completing a suitable business combination.
• If an initial business combination is not consummated, the Sponsor's investment in Class B Ordinary Shares and Placement Shares will not receive a liquidating distribution.
• The promissory note from the Sponsor for $1,750,000 would only be repaid from funds held outside the Trust Account if an initial business combination is not consummated, indicating potential loss for the Sponsor.
• Regulatory approvals are required for the transfer of CFGM voting shares to trusts controlled by Brandon G. Lutnick, which could delay or prevent the transaction.

Future Outlook

The Issuer is a blank check company formed to effect a business combination. The Sponsor has committed to funding expenses for identifying a target business and has agreed to certain voting and redemption restrictions to facilitate the initial business combination. Howard W. Lutnick's divestiture of CFGM voting shares is pending regulatory approvals, which will shift control to Brandon G. Lutnick.

Management Comments

• Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Class A ordinary shares, $0.0001 par value, of Cantor Equity Partners IV, Inc., as of August , 2025, relating to such beneficial ownership, being filed on behalf of each of them.
• Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate.
• The Ordinary Shares owned by the Sponsor have been acquired for investment purposes.
• The Sponsor, Cantor and CFGM may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares owned by the Sponsor at any time depending on an ongoing evaluation of the investment in such Ordinary Shares, prevailing market conditions, other investment opportunities and other factors.
• The transactions described herein follow Howard W. Lutnick's agreement to divest his interests in the Company to comply with U.S. government ethics rules in connection with his appointment as the U.S. Secretary of Commerce.

Industry Context

This filing highlights the ongoing activity in the Special Purpose Acquisition Company (SPAC) market, where sponsors raise capital through IPOs to acquire private companies. The involvement of established financial services firms like Cantor Fitzgerald as sponsors is common. The divestiture by Howard W. Lutnick due to a government appointment underscores the increasing scrutiny and ethical considerations for individuals holding significant public and private sector roles, particularly in regulated industries. The SEC settlement against Cantor Fitzgerald for misleading SPAC filings also reflects the regulatory environment's focus on disclosure accuracy in the SPAC sector.

Comparison to Industry Standards

• The 21.3% beneficial ownership by the sponsor group is a significant stake, typical for SPAC sponsors who often hold a substantial portion of founder shares to align interests with the SPAC's success.
• The $10.00 per share price for Placement Shares is standard for SPAC IPOs, as is the conversion of Class B founder shares to Class A shares upon business combination.
• The lock-up provisions for sponsor shares are a common industry practice designed to prevent immediate dilution or market overhang post-IPO and prior to a business combination.
• The SEC penalty against Cantor Fitzgerald for misleading SPAC filings, while specific to Cantor, reflects a broader trend of increased regulatory enforcement in the SPAC market, with other sponsors and SPACs also facing scrutiny for disclosure practices.
• The commitment of $1,750,000 for working capital is a typical sponsor contribution to cover initial operating expenses before a de-SPAC transaction.

Management Changes

Corporate Governance

Legal Proceedings

• On December 12, 2024, Cantor Fitzgerald, L.P. settled with the SEC, without admitting or denying findings, to resolve charges that two SPACs it controlled (CF Finance Acquisition Corp. II and CF Acquisition Corp. V) included false and misleading statements about prior interactions with target businesses in their 2020 and 2021 SEC filings. Cantor agreed to cease and desist and pay a $6.75 million penalty.

Related Party Transactions

• The Sponsor (Cantor EP Holdings IV, LLC) is controlled by Cantor Fitzgerald, L.P., which is managed by CF Group Management, Inc., whose sole stockholder's trustee is Howard W. Lutnick. Brandon Lutnick is CEO of all these entities.
• The Sponsor purchased 900,000 Class A Ordinary Shares from the Issuer at $10.00 per share via a Private Placement Shares Purchase Agreement.
• The Sponsor committed to provide up to $1,750,000 to the Issuer for expenses, formalized by an Expense Advance Agreement and a promissory note.
• Howard W. Lutnick is selling voting shares of CFGM to trusts controlled by Brandon G. Lutnick.

Stakeholder Impact

• Shareholders (Public): Benefit from the Sponsor's commitment to vote in favor of a business combination and indemnification of the Trust Account. Their redemption rights are protected. The lock-up on sponsor shares prevents immediate dilution.
• Shareholders (Sponsor/Insiders): Their investment is subject to lock-up and will not participate in liquidating distributions if no business combination occurs. They bear the risk of the SPAC's success.
• Management: Brandon Lutnick's role is solidified with the impending transfer of control from Howard W. Lutnick.
• Regulatory Bodies: The SEC settlement highlights ongoing regulatory oversight in the SPAC market.

Next Steps

• The Issuer needs to identify and consummate an initial business combination.
• The Sponsor may make further acquisitions or dispositions of Ordinary Shares.
• The closing of the sale of CFGM voting shares to trusts controlled by Brandon G. Lutnick is subject to satisfaction of customary closing conditions, including required regulatory approvals.
• The promissory note from the Sponsor is payable upon the Issuer's initial business combination or convertible into Class A Ordinary Shares.

Key Dates

Recommendation

This filing is a Schedule 13D, primarily reporting beneficial ownership and related agreements following a SPAC's IPO. It details the sponsor's significant stake, commitments, and a planned internal control transfer. While the historical SEC settlement is noted, it is not a new development impacting the immediate investment thesis. The company is a blank check company, meaning its future performance is entirely dependent on a successful business combination, which has not yet occurred. Therefore, without information on a target acquisition, a 'hold' recommendation is appropriate for existing investors.

Keywords

Cantor Equity Partners IV, Schedule 13D, Beneficial Ownership, SPAC, Special Purpose Acquisition Company, Cantor Fitzgerald, Howard W. Lutnick, Brandon Lutnick, IPO, Private Placement, Corporate Governance, SEC Settlement, Investment, Class A Ordinary Shares, Class B Ordinary Shares