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 |
2
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 |
3
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 |
4
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 |
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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.
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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.]
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