Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 3:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment
No. 1 – Exit Filing )*
Under
the Securities Exchange Act of 1934
Arbor
Rapha Capital Bioholdings Corp. I |
(Name
of Issuer) |
|
Class
A Common Stock, par value $0.0001 per share |
(Titles
of Class of Securities) |
|
03881F104 |
(CUSIP
Number) |
|
December
31, 2022 |
(Date
of Event Which Requires Filing of this Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule
13d-1(b) |
☒ |
Rule
13d-1(c) |
☐ |
Rule
13d-1(d) |
| * | The
remainder of this cover page shall be filled out of a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
2 of 11 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Cantor
Fitzgerald Securities |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
3 of 11 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Cantor
Fitzgerald & Co. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|
12 |
TYPE
OF REPORTING PERSON
BD |
|
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
4 of 11 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Cantor
Fitzgerald, L.P. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
FOOTNOTES:
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
5 of 11 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
CF
Group Management, Inc. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|
12 |
TYPE
OF REPORTING PERSON
CO |
|
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
6 of 11 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Howard
W. Lutnick |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
FOOTNOTE:
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
7 of 11 |
Item
1(a). |
Name of Issuer: |
|
|
|
Arbor Rapha Capital Bioholdings Corp. I |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
333
Earle Ovington Blvd, Suite 900
Uniondale,
NY 11553 |
|
|
Item 2(a). |
Name of Person Filing: |
|
|
|
Cantor
Fitzgerald Securities, Cantor Fitzgerald & Co., Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively,
the “Reporting Persons”).
|
|
|
Item 2(b). |
Address of Principal Business Office or, if none,
Residence: |
|
|
|
110
East 59th Street
New
York, New York 10022
|
Item 2(c). |
Citizenship: |
|
|
|
Each of Cantor Fitzgerald Securities and Cantor Fitzgerald
& Co. is a general partnership formed in New York. Cantor Fitzgerald, L.P. is a Delaware limited partnership, CF Group Management,
Inc. is a New York corporation and Mr. Lutnick is a citizen of the United States of America. |
|
|
Item 2(d). |
Titles of Classes of Securities: |
|
|
|
Class A Common Stock, par value $0.0001 per share. |
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
03881F104 |
Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check
Whether the Person Filing is a(n): |
|
(a) |
☐ |
Broker or dealer
registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
|
(b) |
☐ |
Bank as defined in Section
3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
|
(c) |
☐ |
Insurance company as defined
in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
|
(d) |
☐ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
☐ |
Investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E). |
|
(f) |
☐ |
Employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
|
(g) |
☐ |
Parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
|
(h) |
☐ |
Savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
|
(i) |
☐ |
Church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
|
(j) |
☐ |
Non-U.S. institution, in
accordance with § 240.13d-1(b)(1)(ii)(J). |
|
(k) |
☐ |
Group in accordance with
§240.13d-1(b)(1)(ii)(K). |
|
|
|
|
|
If filing as a
non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
8 of 11 |
Item 4. |
Ownership |
|
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2022, the Reporting Persons no longer hold any shares of Class A Common Stock, par value $0.0001 per share (“Common
Stock”) of Arbor Rapha Capital Bioholdings Corp. I (the “Issuer”).
CF
Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“Cantor”) and
directly or indirectly controls the managing general partners of CFS and CF&CO. Mr. Lutnick is Chairman and Chief Executive of
CFGM and trustee of CFGM’s sole stockholder. Cantor, indirectly, holds a majority of the ownership interests of each of CFS
and CF&CO. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly
held by CFS and CF&CO. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the
extent of any pecuniary interest they may have therein, directly or indirectly.
|
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
9 of 11 |
Item 5. |
Ownership of Five Percent or Less of a Class. |
|
|
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ☒. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person. |
|
|
|
Not Applicable. |
|
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company. |
|
|
|
Not Applicable. |
|
|
Item 8. |
Identification and Classification of Members of
the Group. |
|
|
|
Not Applicable. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Not Applicable. |
|
|
Item 10. |
Certification. |
By
signing below the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
10 of 11 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February
14, 2023
|
CANTOR
FITZGERALD SECURITIES |
|
|
|
By: |
/s/
Howard W. Lutnick |
|
|
Name:
|
Howard
W. Lutnick |
|
|
Title:
|
Chief
Executive Officer |
|
|
|
|
CANTOR
FITZGERALD & CO. |
|
|
|
By: |
/s/
Howard W. Lutnick |
|
|
Name: |
Howard
W. Lutnick |
|
|
Title:
|
Chief
Executive Officer |
|
|
|
|
CANTOR
FITZGERALD, L.P. |
|
|
|
By: |
/s/
Howard W. Lutnick |
|
|
Name:
|
Howard
W. Lutnick |
|
|
Title:
|
Chief
Executive Officer |
|
CF
GROUP MANAGEMENT, INC. |
|
|
|
By: |
/s/
Howard W. Lutnick |
|
|
Name:
|
Howard
W. Lutnick |
|
|
Title:
|
Chief
Executive Officer |
|
|
|
By: |
/s/
Howard W. Lutnick |
|
|
Howard
W. Lutnick |
[Schedule
13G – Arbor Rapha Capital Bioholdings Corp. I – February 2023]
CUSIP
No. 03881F104 |
SCHEDULE
13G |
Page
11 of 11 |
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