Amended Statement of Beneficial Ownership (sc 13d/a)
November 27 2020 - 2:32PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2)*
Under
the Securities Exchange Act of 1934
CF
Finance Acquisition Corp.
(Name
of Issuer)
Class
A Common Stock, $0.0001 par value
(Title
of Class of Securities)
12528N
107
(CUSIP
Number)
Howard
W. Lutnick
110 East 59th Street
New
York, New York 10022
(212)
938-5000
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November
17, 2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for 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 on 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 (“Act”) or other subject to the liabilities of that section of Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 12528N 107
1
|
Names
of Reporting Person.
CF
Finance Holdings, LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
AF
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship
or Place of Organization
|
|
|
|
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power (see Item 5 below)
0
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0%
|
14
|
Type
of Reporting Person
OO
|
CUSIP
No. 12528N 107
1
|
Names
of Reporting Person.
Cantor
Fitzgerald, L.P.
|
2
|
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship
or Place of Organization
|
|
|
|
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power (see Item 5 below)
0
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0%
|
14
|
Type
of Reporting Person
PN
|
CUSIP
No. 12528N 107
1
|
Names
of Reporting Person.
CF
Group Management, Inc.
|
2
|
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
AF
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship
or Place of Organization
|
|
|
|
New
York
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power (see Item 5 below)
0
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0%
|
14
|
Type
of Reporting Person
CO
|
CUSIP
No. 12528N 107
1
|
Names
of Reporting Person.
Howard
W. Lutnick
|
2
|
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
AF
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship
or Place of Organization
|
|
|
|
United
States
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
0
|
8
|
Shared
Voting Power (see Item 5 below)
0
|
9
|
Sole
Dispositive Power
0
|
10
|
Shared
Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13
|
Percent
of Class Represented by Amount in Row (11)
0%
|
14
|
Type
of Reporting Person
IN
|
SCHEDULE
13D
Explanatory
Note
This
Schedule 13D/A is filed on behalf of CF Finance Holdings LLC, a Delaware limited liability company (the “Sponsor”),
Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), CF Group Management, Inc., a New York corporation
(“CFGM”) and Howard W. Lutnick (collectively, the “Reporting Persons”).
This
Schedule 13D/A is being filed as an amendment (“Amendment No. 2”) to the statement on Schedule 13D filed on December
26, 2018 and amended on August 12, 2020 (collectively, the “Schedule 13D”) with the Securities and Exchange Commission
(“SEC”) on behalf of the Reporting Persons, with respect to the shares of Class A common stock of CF Finance Acquisition
Corp. (the “Issuer”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement
certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein.
All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in
the Schedule 13D.
The
Reporting Persons are filing this Amendment No. 2 to report that they have ceased to beneficially own more than five percent of
the shares of Class A common stock of the Issuer.
Item
4. Purpose of the Transaction
Item
4 of the Schedule 13D is supplemented and amended to add the following:
On
November 17, 2020, the Issuer consummated the transactions contemplated by the Transaction Agreement, including the Merger. In
connection with the Merger, the shares of Class A common stock held by the Reporting Persons automatically converted into shares
of Class A common stock of GCM PubCo (“GCM PubCo Class A common stock”). Pursuant to the Transaction Agreement, the Sponsor
forfeited 2,351,534 shares of GCM PubCo Class A common stock and 150,000 GCM PubCo private placement warrants. In addition, in
connection with the Merger, following the closing of the Merger M. Klein purchased from the Sponsor 2,351,534 shares of GCM PubCo
Class A common stock pursuant to the Klein Agreement.
Item
5. Interest in Securities of the Issuer
Item
5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
|
(a)
|
-
(b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated
herein by reference.
|
(c)
The information in Item 4 is incorporated herein by reference. Except as described elsewhere in this Amendment No. 2, there have
been no other transactions by the Reporting Persons in the class of securities reported on that were effected within the past
60 days.
(d)
Not applicable.
(e)
On November 17, 2020, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A common
stock of the Issuer.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
November 27, 2020
|
CF
FINANCE HOLDINGS LLC
|
|
|
|
By:
|
/s/
Howard W. Lutnick
|
|
|
Name:
Howard W. Lutnick
|
|
|
Title:
Chairman and Chief Executive Officer
|
|
|
|
Date:
November 27, 2020
|
CANTOR
FITZGERALD, L.P.
|
|
|
|
|
By:
|
/s/
Howard W. Lutnick
|
|
|
Name:
Howard W. Lutnick
|
|
|
Title:
Chairman and Chief Executive Officer
|
|
|
|
Date:
November 27, 2020
|
CF
GROUP MANAGEMENT, INC.
|
|
|
|
|
By:
|
/s/
Howard W. Lutnick
|
|
|
Name:
Howard W. Lutnick
|
|
|
Title:
Chairman and Chief Executive Officer
|
|
|
|
Date:
November 27, 2020
|
|
/s/
Howard W. Lutnick
|
|
|
Howard
W. Lutnick
|
[Signature
Page to Schedule 13D Amendment No. 2 – CF Finance Acquisition Corp.]
7
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