Statement of Ownership (sc 13g)
September 15 2022 - 8:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Bilander Acquisition Corp. |
(Name of Issuer) |
|
Class A Ordinary Shares, par value $0.0001 per share |
(Titles of Class of Securities) |
|
09001T106 |
(CUSIP Number) |
|
September 9, 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. 09001T106 | SCHEDULE 13G | Page 2 of 10 |
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
974,336* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
974,336* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,336* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.78% |
|
12 |
TYPE OF REPORTING PERSON
PN |
|
FOOTNOTE:
| * | Consists of 974,336 shares of common stock. |
CUSIP No. 09001T106 | SCHEDULE 13G | Page 3 of 10 |
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
974,336* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
974,336* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,336* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.78% |
|
12 |
TYPE OF REPORTING PERSON
PN |
|
FOOTNOTES:
| * | Consists of 974,336 shares of common stock. |
CUSIP No. 09001T106 | SCHEDULE 13G | Page 4 of 10 |
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
974,336* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
974,336* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,336* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.78% |
|
12 |
TYPE OF REPORTING PERSON
CO |
|
FOOTNOTES:
| * | Consists of 974,336 shares of common stock. |
CUSIP No. 09001T106 | SCHEDULE 13G | Page 5 of 10 |
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
974,336* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
974,336* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
974,336* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.78% |
|
12 |
TYPE OF REPORTING PERSON
IN |
|
FOOTNOTE:
| * | Consists of 974,336 shares of common stock. |
CUSIP No. 09001T106 | SCHEDULE 13G | Page 6 of 10 |
Item 1(a). |
Name of Issuer: |
|
|
|
Bilander Acquisition Corp. |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
Four Embarcadero Center, Suite 2100, San Francisco,
CA 94111 |
|
|
Item 2(a). |
Name of Person Filing: |
|
|
|
Cantor Fitzgerald Securities, 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: |
|
|
|
Cantor Fitzgerald Securities 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 Ordinary Shares, par value $0.0001 per share. |
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
09001T106 |
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. 09001T106 | SCHEDULE 13G | Page 7 of 10 |
Item 4. |
Ownership |
|
|
|
The responses to Items 5-11 of the cover pages
of this Schedule 13G are incorporated herein by reference.
As of September 9, 2022, the Reporting
Persons may be deemed to beneficially own an aggregate of 974,336 Class A Ordinary Shares, par value $0.0001 per share (“Ordinary
Shares”) of Bilander Acquisition Corp. (the “Issuer”), representing 5.78% of the Issuer’s outstanding Common Stock.
The percentage of the Common Stock held
by the Reporting Persons is based on 16,851,598 Ordinary Shares outstanding as of August 10, 2022 as reported in the Issuer’s 10-Q
filed with the Securities and Exchange Commission on August 15, 2022.
Cantor Fitzgerald Securities ("CFS")
is the record holder of the securities reported herein.
CF Group Management, Inc. ("CFGM")
is the managing general partner of Cantor Fitzgerald, L.P. ("Cantor") and directly or indirectly controls the managing general
partner of CFS. 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 CFS. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership
of the securities directly held by CFS. 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. 09001T106 | SCHEDULE 13G | Page 8 of 10 |
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. 09001T106 | SCHEDULE 13G | Page 9 of 10 |
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: September 15, 2022
|
CANTOR FITZGERALD SECURITIES |
|
|
|
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 |
|
|
|
|
|
HOWARD W. LUTNICK |
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Howard W. Lutnick |
[Schedule 13G – Bilander Acquisition Corp
- September 2022]
CUSIP No. 09001T106 | SCHEDULE 13G | Page 10 of 10 |
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