In re CANTOR FITZGERALD

 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11339 / December 12, 2024 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101898 / December 12, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22348 
 
In the Matter of 
 
CANTOR FITZGERALD, 
L.P., 
 
Respondent. 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 8A OF THE SECURITIES ACT 
OF 1933 AND SECTION 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934, 
MAKING FINDINGS, AND IMPOSING A 
CEASE-AND-DESIST ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 
of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 
Act”), against Cantor Fitzgerald, L.P. (“Cantor” or “Respondent”). 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange 
Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 
below. 
  

 
 
 
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III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
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 that:  
 
Summary 
 
1. This matter concerns materially false and misleading statements made by two 
special purpose acquisition companies (“SPACs”) controlled by Cantor Fitzgerald, L.P. 
(“Cantor”). The misstatements relate to activities Cantor – acting through a small team consisting 
of Cantor executives as well as personnel employed by Cantor subsidiaries – caused each SPAC to 
take prior to its initial public offering (“IPO”). This small Cantor team controlled the actions of the 
Cantor SPACs, including conducting a centralized search for potential business combination 
targets, and engaging in substantive discussions with potential targets. To date Cantor has 
sponsored nine SPACs through subsidiaries, with the majority launching their IPOs over the seven 
months spanning August 2020 to February 2021. 
2. In November 2020, a Cantor SPAC, CF Finance Acquisition Corp. II (“CFAC II”), 
announced an agreement to merge with View, Inc. (“View”). In Form S-1 filings and a prospectus 
Cantor caused CFAC II to file with the Commission before its August 2020 IPO, CFAC II falsely 
stated that neither CFAC II nor anyone acting on its behalf had initiated any substantive 
discussions with any business combination target, contacted any of the prospective target 
businesses considered by Cantor’s prior SPAC CF Finance Acquisition Corp., or approached any 
specific target business. In fact, Cantor personnel, acting on behalf of the SPAC, had already 
initiated discussions with View and at least one other potential target regarding a potential business 
combination as early as June 2020, and those discussions continued during the time period before 
the CFAC II IPO. The Form S-4 filings and a business combination proxy statement Cantor caused 
CFAC II to file with the Commission in February 2021 also included false statements about the 
true history of Cantor’s interactions with View.  
3. Similarly, in July 2021, another Cantor SPAC, CF Acquisition Corp. V (“CFAC 
V”), announced an agreement to merge with Satellogic Inc. (“Satellogic”). The Form S-1 filings 
and a prospectus Cantor caused CFAC V to file with the Commission before its January 2021 IPO 
falsely stated that neither CFAC V nor anyone acting on its behalf had initiated any substantive 
discussions with any business combination target, contacted any of the prospective target 
businesses considered by the four prior Cantor SPACs, or approached any specific target business. 
In fact, Cantor personnel, acting on behalf of its SPACs, had already initiated discussions with 
Satellogic and at least two other potential targets regarding a potential business combination as 
early as December 2020, and those discussions continued during the time period before the CFAC 
V IPO. Pre-IPO discussions with Satellogic about a potential business combination with a Cantor 
SPAC explicitly included the possibility of using the not-yet-launched CFAC V as the acquisition 
                                                 
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  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 

 
 
 
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vehicle. The business combination proxy statement Cantor caused CFAC V to file with the 
Commission in November 2021 also included false statements about the true history of Cantor’s 
interactions with Satellogic.  
4. As a result of the materially misleading statements described throughout this Order, 
Cantor caused CFAC II and CFAC V to violate Sections 17(a)(2) and 17(a)(3) of the Securities 
Act, antifraud provisions of the federal securities laws. Cantor also caused CFAC II and CFAC V 
to violate Section 14(a) of the Exchange Act and Rule 14a-3 thereunder.  
Respondent 
 
5. Cantor, a Delaware limited partnership, is a global financial services firm 
headquartered in New York, which operates through its subsidiary companies. Cantor has launched 
nine SPACs to date, through wholly-owned Delaware limited liability companies that act as the 
SPAC sponsors. The registration statement for each SPAC discloses that the SPAC and its sponsor 
“are controlled by Cantor.” Certain Cantor executives and personnel employed by subsidiaries of 
Cantor serve as officers of each Cantor SPAC sponsor and as officers and directors of each SPAC. 
As a consequence, Cantor controlled each of the Cantor SPACs’ activities – from contacts with 
potential target companies, to executing binding agreements and making public filings with the 
Commission. Through this structure, Cantor caused the violations described herein.  
Other Relevant Entities 
6. CF Finance Acquisition Corp. (“CFAC I”), a Delaware corporation headquartered 
in New York, was a SPAC. CFAC I had no operations of its own and existed for the purpose of 
merging with a privately held company with the effect of taking that company public. CFAC I’s 
sponsor was CF Finance Holdings, LLC, a Delaware limited liability company which is 100% 
owned by Cantor. Beginning on December 12, 2018 and ending on December 17, 2018, CFAC I 
completed an IPO of 25,000,000 units at $10 per unit, generating gross proceeds of $250,000,000. 
Its securities were registered under Section 12(b) of the Exchange Act and traded on the Nasdaq 
exchange under the symbol CFFA. CFAC I announced an agreement to merge with a private 
company on August 8, 2020, which was consummated on November 17, 2020. Shares of the 
surviving company currently trade on the Nasdaq exchange. 
7. CF Finance Acquisition Corp. II (“CFAC II”), a Delaware corporation 
headquartered in New York, was a SPAC. CFAC II had no operations of its own and existed for 
the purpose of merging with a privately held company with the effect of taking that company 
public. CFAC II’s sponsor was CF Finance Holdings II, LLC, a Delaware limited liability 
company which is 100% owned by Cantor. Beginning on August 27, 2020 and ending on August 
31, 2020, CFAC II completed an IPO of 50,000,000 units at $10 per unit, generating gross 
proceeds of $500,000,000. Its securities were registered under Section 12(b) of the Exchange Act 
and traded on the Nasdaq exchange under the ticker symbol CFII. CFAC II announced an 
agreement to merge with View, Inc. (“View”) on November 30, 2020, which was consummated on 

 
 
 
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March 8, 2021. Shares of View traded on the Nasdaq exchange under the ticker symbol VIEW 
until April 5, 2024, when Nasdaq suspended trading following a delisting determination. View 
deregistered its securities with the Commission on May 20, 2024.   
8. CF Finance Acquisition Corp III (“CFAC III”), a Delaware corporation 
headquartered in New York, was a SPAC. CFAC III had no operations of its own and existed for 
the purpose of merging with a privately held company with the effect of taking that company 
public. CFAC III’s sponsor was CF Finance Holdings III, LLC, a Delaware limited liability 
company which is 100% owned by Cantor. Beginning on November 13, 2020 and ending on 
November 17, 2020, CFAC III completed an IPO of 23,000,000 units at $10 per unit, generating 
gross proceeds of $230,000,000. Its securities were registered under Section 12(b) of the Exchange 
Act and traded on the Nasdaq exchange under the ticker symbol CFAC. CFAC III announced an 
agreement to merge with a private company on February 17, 2021, which was consummated on 
August 16, 2021. Shares of the surviving company currently trade on the Nasdaq exchange. 
9. CF Acquisition Corp. V (“CFAC V”), a Delaware corporation headquartered in 
New York, was a SPAC. CFAC V had no operations of its own and existed for the purpose of 
merging with a privately held company with the effect of taking that company public. CFAC V’s 
sponsor was CFAC Holdings V, LLC, a Delaware limited liability company which is 100% owned 
by Cantor. Beginning on January 29, 2021 and ending on February 2, 2021, CFAC V completed an 
IPO of 25,000,000 units at $10 per unit, generating gross proceeds of $250,500,000. Its securities 
were registered under Section 12(b) of the Exchange Act and traded on the Nasdaq exchange under 
the ticker symbol CFV. CFAC V announced an agreement to merge with Satellogic Inc. 
(“Satellogic”) on July 6, 2021, which was consummated on January 25, 2022. Shares of Satellogic 
currently trade on the Nasdaq exchange under the ticker symbol SATL. 
Facts 
Background 
10. A SPAC is a company with no underlying business operations that is formed to 
raise capital through an IPO for the purpose of using the proceeds to acquire an unidentified private 
operating company within a specified period of time (typically two years).  
11. Following its IPO, a SPAC will seek to identify acquisition candidates and attempt 
to complete a business combination transaction after which the company will continue the 
operations of the acquired company as a public company. A SPAC sponsor is the entity and/or 
persons primarily responsible for establishing the SPAC, which is thereafter managed by a board 
of directors and management. 
12. Given that the purpose of a SPAC is to identify and acquire an operating business 
after conducting its IPO, disclosures about substantive steps a SPAC has or has not taken in 
furtherance of a particular acquisition would be material to a reasonable SPAC investor, who 

 
 
 
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would want to know about the SPAC’s prospects with future acquisition targets. Disclosures made 
in a SPAC’s IPO – including as it relates to substantive pre-IPO discussions or negotiations with 
future acquisition targets or concerning potential business combinations – need to be clear and 
accurate, and cannot be materially false or misleading. 
Cantor’s SPAC Business 
13. Throughout the relevant period, from at least August 2020 to February 2021, a team 
of Cantor executives and personnel employed by Cantor subsidiaries managed and controlled all of 
the Cantor SPAC sponsors and entities then in existence. The Cantor team pursued targets and 
executed business combinations on behalf of the Cantor SPACs in a continuous flow of deals, with 
significant overlap in targets seriously pursued from one SPAC to the next. When a Cantor SPAC 
reached an agreement to merge with a specific target, Cantor would often roll the ongoing 
discussions with one or more of the remaining targets over to another Cantor SPAC. As described 
below, in some instances the discussions with an unchosen target were advanced and substantive. 
When one particular potential SPAC target questioned why paperwork reflected the name of an 
already merged SPAC, members of the Cantor team responded that it did not matter which SPAC 
name was referenced in the paperwork, because they “always ha[ve] a SPAC available” for a 
possible business combination.  
Substantive Discussions with View and Target A Prior to the CFAC II IPO 
14. Over a month before the CFAC II IPO, on July 16, 2020, CFAC I executed a non-
disclosure agreement (“NDA”) with View. View provided a product demonstration to Cantor 
personnel on July 28, 2020, and granted Cantor personnel access to their data room on July 31, 
2020. After announcing that CFAC I would merge with a different company on August 3, 2020, 
Cantor personnel held two calls with the View finance team – one that evening, and another on 
August 4, 2020. A third and fourth call took place between Cantor personnel and View’s finance 
team before the CFAC II IPO, on August 11 and 25, 2020. These actions constituted substantive 
discussions with View about a possible business combination. 
15. Separately, a Cantor executive held a call with a representative of Target A on June 
11, 2020, where they discussed the idea of merging part of Target A’s business with “a new Spac 
we roll out.” CFAC I subsequently executed an NDA with Target A, held a call with Target A’s 
finance executives concerning potential merger terms and diligence requests, reviewed diligence 
materials provided by Target A, and proposed in an internal email that “September would be an 
ideal time to finalize [a letter of intent],” all before the CFAC II IPO.  These actions constituted 
substantive discussions with Target A about a possible business combination. 
16. The October 15, 2020 definitive proxy statement Cantor caused CFAC I to file for 
its business combination with a private company states that its discussions with other potential 
targets had been substantive: “CFAC evaluated numerous business combination opportunities and 
entered into substantive discussions with multiple potential target businesses.” 

 
 
 
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Disclosures in the CFAC II IPO Filings 
 
17. On August 7, 2020, Cantor caused CFAC II to file a Form S-1 with respect to the 
registration and initial public offering of 52.5 million units (consisting of one share of stock and 
one-third of a redeemable warrant), to be sold for $525 million. On August 18, 2020, Cantor 
caused CFAC II to file an amended Form S-1 reflecting this same information. The Form S-1 
registration statement was declared effective by the Commission on August 26, 2020. 
18. On August 28, 2020, Cantor caused CFAC II to file the final IPO prospectus, dated 
August 26, 2020. The final size of the offering was 50 million units for $500 million. 
19. Each of CFAC II’s Form S-1 filings, as well as the final prospectus, contained 
several statements about the state of discussions with potential targets. For example, these filings 
include the following statement on the first page: 
We have not selected any specific business combination target and we have not, nor 
has anyone on our behalf, initiated any substantive discussions, directly or 
indirectly, with any business combination target regarding an initial business 
combination with our company. 
 
20. Each of CFAC II’s Form S-1 filings, as well as the final prospectus, also stated: 
Because we have not yet selected or approached any specific target business with 
respect to a business combination, there is no basis to evaluate the possible merits 
or risks of any particular target business’s operations, results of operations, cash 
flows, liquidity, financial condition or prospects. 
 
21. In addition, each of CFAC II’s Form S-1 filings, as well as the final prospectus, 
stated: 
We have not contacted any of the prospective target businesses that Cantor SPAC I 
had considered and rejected as a target business to acquire. 
 
22. CFAC II entered into an underwriting agreement with Cantor’s investment bank, 
Cantor Fitzgerald & Co. (“CF&Co”), dated August 26, 2020, that was filed as an exhibit to its 
report on Form 8-K dated September 1, 2020. In the underwriting agreement, CFAC II represented 
the following: 
The Company has not identified any Business Combination target (each a “Target 
Business”) and it has not, nor has anyone on its behalf, initiated any substantive 
discussions with any Target Business. 
 

 
 
 
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23. The statements in paragraphs 19 through 22 were materially misleading, given that 
Cantor personnel had already had substantive discussions on behalf of CFAC II with at least two 
targets, including View, about a potential business combination before the CFAC II IPO. Cantor 
caused CFAC II to make these materially misleading statements. 
24. On August 31, 2020, CFAC II issued a press release, which was attached as an 
exhibit to a report on Form 8-K filed September 1, 2020, announcing the closing that day of CFAC 
II’s IPO of 50 million units at $10.00 per unit, for gross proceeds of $500 million. Following the 
IPO, Cantor held 14,375,000 founder shares in CFAC II via its ownership and control of the CFAC 
II sponsor. CF&Co, a registered broker-dealer controlled by Cantor, also received 2% of the IPO 
proceeds, or $10 million, as an underwriting fee. 
Interactions with View and Target A Following the CFAC II IPO 
 
25. On the day the CFAC II IPO closed, August 31, 2020, the Cantor team and View 
continued their substantive discussions about a possible business combination by executing a fresh 
NDA and corresponding about a “deal timeline.” The very next day, on September 1, 2020, View 
and Cantor personnel held a call, and View requested auditor conflict of interest documentation. 
Cantor personnel sent diligence request lists to View on the following day, and executed a letter of 
intent (“LOI”) between CFAC II and View less than three weeks later, on September 22, 2020. 
CFAC II subsequently announced an agreement to merge with View on November 30, 2020, and 
the deal was consummated on March 8, 2021. 
26. Following the CFAC II IPO, Cantor personnel also continued their substantive 
discussions about a possible business combination with Target A. Those discussions continued 
further after Cantor launched its fourth SPAC on December 22, 2020, after which time Target A 
chose a different merger partner. 
Disclosures in the CFAC II Business Combination Filings 
27. On December 23, 2020, Cantor caused CFAC II to file a joint proxy statement and 
prospectus on Form S-4 making required disclosures about the proposed business combination 
with View. Cantor caused CFAC II to file an amended version of the Form S-4 on January 26, 
2021. The registration statement on this Form S-4 was declared effective on February 16, 2021. 
28. On February 16, 2021, Cantor caused CFAC II to file the final joint proxy 
statement and prospectus on Form 424(b) for the proposed business combination with View, 
setting a Special Meeting date of March 5, 2021. 
29. These joint proxy statement and prospectus filings purportedly provided a detailed 
history of Cantor’s discussions and negotiations with View, including the discussions that took 
place when the Cantor team was searching for a CFAC I business combination target, prior to the 
CFAC II IPO. All three filings stated that:  

 
 
 
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SPAC I executed a transaction agreement with another target business on August 2, 
2020 at which time it ceased discussions with other potential target businesses, 
including View. 
 
30. In fact, as described above, Cantor personnel did not cease discussions with View 
on August 2, 2020, but instead continued to have substantive discussions with View about a 
business combination up until the CFAC II IPO on August 27, 2020. The substantive nature of 
those discussions is reflected in the immediacy with which CFAC II and View executed 
agreements following the IPO. 
Substantive Discussions with Satellogic and Targets B & C Prior to the CFAC V IPO 
31. On January 6, 2021, CFAC III executed an NDA with Satellogic. Satellogic and its 
bankers made a presentation to the Cantor team on January 13, 2021, and the Cantor team 
communicated again with Satellogic’s bankers on January 14 and 15. In response to a January 15, 
2021 update that Satellogic “can move to exclusivity quickly,” a Cantor executive instructed an 
employee to set up a meeting with Satellogic, and to remind Satellogic of the not-yet-launched 
$250 million CFAC V IPO, for which Cantor had already caused CFAC V to file a Form S-1 
registration statement (see paragraphs 36-40 below). 
32. On January 20, 2021, CFAC III triggered mutual exclusivity provisions in the LOI 
between CFAC III and a different private company. Nevertheless, Cantor personnel held a call that 
day with Satellogic and its bankers to discuss the company, its financials, and the timing and 
process for a SPAC deal. The next day, on January 21, 2021, a Cantor executive agreed to discuss 
Cantor’s “proposal for next steps with the Satellogic team.” Internally, Cantor personnel were 
instructed to “[b]e prepared on Monday to send Satellogic a new NDA after pricing [of the CFAC 
V IPO]. And then we follow up with LOI for Spac V on Tuesday,” and relayed instructions from a 
Cantor executive to the legal team. They followed these instructions, preparing a draft LOI for 
Satellogic on behalf of CFAC V on January 24, 2021, five days before the CFAC V IPO. 
33. On Monday, January 25, 2021, four days before the CFAC V IPO, Satellogic’s 
bankers sent a process letter to the Cantor team providing instructions for an offer they were 
expecting to receive in two days’ time. At some point in the three days that followed, a Cantor 
executive called the Satellogic CEO directly to explain that, although CFAC III would be entering 
into a business combination with a different target, Cantor personnel still planned to move forward 
on a business combination with Satellogic using CFAC V instead. These actions constituted 
substantive discussions with Satellogic about a possible business combination. 
34. Separately, CFAC III entered into NDAs and had substantive discussions with two 
other potential target companies, Targets B and C, prior to the CFAC V IPO, which were 
subsequently rolled over to CFAC V. Those discussions included numerous calls with members of 
the target companies’ executive management, and, in connection with Target B in particular, 

 
 
 
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discussions of potential deal terms, and draft LOIs. These actions constituted substantive 
discussions with Targets B and C about a possible business combination. 
35. The final prospectus Cantor caused CFAC III to file for its business combination 
with a private company on July 21, 2021 states that its discussions with other potential targets had 
been substantive: “CF III executed non-disclosure agreements with seventeen (17) potential target 
businesses and entered into substantive discussions with many of these potential target businesses, 
substantial stockholders thereof and/or transaction intermediaries.” 
Disclosures in the CFAC V IPO Filings 
 
36. On January 8, 2021, Cantor caused CFAC V to file a Form S-1 with respect to the 
registration and initial public offering of 25 million units (consisting of one share of stock and one-
third of a redeemable warrant), to be sold for $250 million. Cantor caused CFAC V to file an 
amended Form S-1 reflecting this same information on January 20, 2021. The Form S-1 
registration statement was declared effective by the Commission on January 28, 2021. 
37. On January 29, 2021, Cantor caused CFAC V to file the final IPO prospectus, dated 
January 28, 2021. 
38. Each of CFAC V’s Form S-1 filings, as well as the final prospectus, contained 
several statements about the state of discussions with potential targets. For example, CFAC V 
included the following statement on the first page: 
We have not selected any specific business combination target and we have not, nor 
has anyone on our behalf, initiated any substantive discussions, directly or 
indirectly, with any business combination target regarding an initial business 
combination with our company. 
 
39. Each of CFAC V’s Form S-1 filings, as well as the final prospectus, also stated: 
Because we have not yet selected or approached any specific target business with 
respect to a business combination, there is no basis to evaluate the possible merits 
or risks of any particular target business’s operations, results of operations, cash 
flows, liquidity, financial condition or prospects. 
 
40. In addition, each of CFAC V’s Form S-1 filings, as well as the final prospectus, 
stated: 
We have not contacted any of the prospective target businesses that Cantor SPAC I, 
Cantor SPAC II, Cantor SPAC III or Cantor SPAC IV had considered. 
 

 
 
 
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41. CFAC V entered into an underwriting agreement with Cantor’s investment bank, 
CF&Co, dated January 28, 2021, that is filed as an exhibit to its report on Form 8-K dated 
February 3, 2021. In the underwriting agreement, CFAC V represented the following: 
The Company has not identified any Business Combination target (each a “Target 
Business”) and it has not, nor has anyone on its behalf, initiated any substantive 
discussions with any Target Business. 
 
42. The statements in paragraphs 38 through 41 were materially misleading, given that 
Cantor personnel had already initiated substantive discussions on behalf of CFAC V with 
Satellogic and at least two other targets about a potential business combination. Cantor caused 
CFAC V to make these materially misleading statements. 
43. On February 2, 2021, CFAC V issued a press release, which was attached as an 
Exhibit to a report on Form 8-K filed February 3, 2021, announcing the closing that day of CFAC 
V’s IPO of 25 million units at $10.00 per unit, for gross proceeds of $250 million. Following the 
IPO, Cantor held 6,250,000 founder shares in CFAC V via its ownership and control of the CFAC 
V sponsor. CF&Co, a registered broker-dealer controlled by Cantor, also received 2% of the IPO 
proceeds, or $5 million, as an underwriting fee. 
Interactions with Satellogic and Targets B & C Following the CFAC V IPO 
 
44. Cantor caused CFAC V to send a new NDA to Satellogic in the immediate hours 
after the CFAC V registration statement became effective. The next day, on January 29, 2021, 
Cantor personnel continued their substantive discussions with Satellogic by holding a meeting with 
Satellogic and sending it a draft LOI. CFAC V executed an LOI with Satellogic less than three 
weeks later, on February 19, 2021, and publicly announced an agreement to merge on July 6, 2021. 
The deal was consummated on January 25, 2022. 
45. Cantor personnel also continued substantive discussions with Targets B and C 
immediately after the CFAC V registration statement became effective, by sending them NDAs 
and quickly executing LOIs. With Target B, the Cantor team collaborated on an investor 
presentation and completed formal due diligence before rolling the company over to its sixth 
SPAC.  
Disclosures in the CFAC V Business Combination Filings 
46. On November 12, 2021, Cantor caused CFAC V to file a final proxy statement for 
the proposed business combination with Satellogic, setting a Special Meeting date of December 8, 
2021. 
47. The final proxy statement purported to provide a detailed history of Cantor’s 
discussions and negotiations with Satellogic on behalf of Cantor’s SPACs, including the 

 
 
 
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discussions that took place when Cantor personnel were searching for a CFAC III business 
combination target, prior to the CFAC V IPO. The filing stated that:  
CF III entered into exclusive negotiations with another target business in January 
2021, at which time CF III ceased discussions with other potential target 
businesses, including the Company [Satellogic]. 
 
48. In fact, as described above, Cantor personnel did not cease discussions with 
Satellogic after entering into exclusive negotiations between CFAC III and a private company on 
January 20, 2021, but instead continued having substantive discussions with Satellogic about a 
business combination up until the CFAC V IPO on January 28, 2021. The advanced state of those 
discussions is reflected in the immediacy with which CFAC V and Satellogic executed agreements 
following the IPO. 
Violations 
49. As a result of the conduct described above, the Commission finds that Cantor 
caused CFAC II and CFAC V to violate Section 17(a)(2) of the Securities Act, which makes it 
unlawful, in the offer or sale of any securities, to obtain money or property by means of any untrue 
statement of a material fact or any omission to state a material fact necessary in order to make the 
statements made, in light of the circumstances under which they were made, not misleading.  
50. As a result of the conduct described above, the Commission finds that Cantor also 
caused CFAC II and CFAC V to violate Section 17(a)(3) of the Securities Act, which makes it 
unlawful, in the offer or sale of any securities, to engage in any transaction, practice, or course of 
business which operates or would operate as a fraud or deceit upon the purchaser. 
51. As a result of the conduct described above, the Commission finds that Cantor also 
caused CFAC II and CFAC V to violate Section 14(a) of the Exchange Act and Rule 14a-3 
thereunder. Section 14(a) makes it unlawful to solicit any proxy in respect of any security (other 
than an exempted security) registered pursuant to Section 12 of the Exchange Act in contravention 
of such rules and regulations as the Commission may prescribe. Rule 14a-3 requires that a proxy 
statement must include certain information, including a description of any negotiations or material 
contacts with a merger partner during the past two years.   
IV. 
 On the basis of the foregoing, the Commission deems it appropriate and in the public 
interest to impose the sanctions agreed to in Respondent’s Offer. 
 
 A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 
Respondent Cantor shall cease and desist from committing or causing any violations and any future 

 
 
 
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violations of Sections 17(a)(2) or 17(a)(3) of the Securities Act and Section 14(a) of the Exchange 
Act and Rule 14a-3 thereunder.   
  
B.  Respondent Cantor shall, within 14 days of the entry of this Order, pay a civil 
money penalty in the amount of $6.75 million to the Securities and Exchange Commission. The 
Commission may distribute civil money penalties collected in this proceeding if, in its discretion, 
the Commission orders the establishment of a Fair Fund pursuant to 15 U.S.C. § 7246, Section 
308(a) of the Sarbanes-Oxley Act of 2002. The Commission will hold funds paid pursuant to this 
paragraph in an account at the United States Treasury pending a decision whether the Commission, 
in its discretion, will seek to distribute funds or, subject to Exchange Act Section 21F(g)(3), 
transfer them to the general fund of the United States Treasury. If timely payment is not made, 
additional interest shall accrue pursuant to 31 U.S.C. § 3717.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Cantor as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Mark D. Cave, Division of Enforcement, 
Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549. 
 
C. Regardless of whether the Commission in its discretion orders the creation of a Fair 
Fund for the penalties ordered in this proceeding, amounts ordered to be paid as civil money 
penalties pursuant to this Order shall be treated as penalties paid to the government for all 
purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 
Respondent agrees that in any Related Investor Action, it shall not argue that it is entitled to, nor 
shall it benefit by, offset or reduction of any award of compensatory damages by the amount of any 

 
 
 
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part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). If the court in any 
Related Investor Action grants such a Penalty Offset, Respondent agrees that it shall, within 30 
days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 
this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. 
Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 
the amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a 
“Related Investor Action” means a private damages action brought against Respondent by or on 
behalf of one or more investors based on substantially the same facts as alleged in the Order 
instituted by the Commission in this proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
        Secretary 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 11339 / December 12, 2024 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101898 / December 12, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22348 

 

In the Matter of 

 

CANTOR FITZGERALD, 

L.P., 

 

Respondent. 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933 AND SECTION 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING A 

CEASE-AND-DESIST ORDER  

   

 

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), against Cantor Fitzgerald, L.P. (“Cantor” or “Respondent”). 

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange 

Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 

below. 

  



 

 

 

2 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  

 

Summary 

 

1. This matter concerns materially false and misleading statements made by two 

special purpose acquisition companies (“SPACs”) controlled by Cantor Fitzgerald, L.P. 

(“Cantor”). The misstatements relate to activities Cantor – acting through a small team consisting 

of Cantor executives as well as personnel employed by Cantor subsidiaries – caused each SPAC to 

take prior to its initial public offering (“IPO”). This small Cantor team controlled the actions of the 

Cantor SPACs, including conducting a centralized search for potential business combination 

targets, and engaging in substantive discussions with potential targets. To date Cantor has 

sponsored nine SPACs through subsidiaries, with the majority launching their IPOs over the seven 

months spanning August 2020 to February 2021. 

2. In November 2020, a Cantor SPAC, CF Finance Acquisition Corp. II (“CFAC II”), 

announced an agreement to merge with View, Inc. (“View”). In Form S-1 filings and a prospectus 

Cantor caused CFAC II to file with the Commission before its August 2020 IPO, CFAC II falsely 

stated that neither CFAC II nor anyone acting on its behalf had initiated any substantive 

discussions with any business combination target, contacted any of the prospective target 

businesses considered by Cantor’s prior SPAC CF Finance Acquisition Corp., or approached any 

specific target business. In fact, Cantor personnel, acting on behalf of the SPAC, had already 

initiated discussions with View and at least one other potential target regarding a potential business 

combination as early as June 2020, and those discussions continued during the time period before 

the CFAC II IPO. The Form S-4 filings and a business combination proxy statement Cantor caused 

CFAC II to file with the Commission in February 2021 also included false statements about the 

true history of Cantor’s interactions with View.  

3. Similarly, in July 2021, another Cantor SPAC, CF Acquisition Corp. V (“CFAC 

V”), announced an agreement to merge with Satellogic Inc. (“Satellogic”). The Form S-1 filings 

and a prospectus Cantor caused CFAC V to file with the Commission before its January 2021 IPO 

falsely stated that neither CFAC V nor anyone acting on its behalf had initiated any substantive 

discussions with any business combination target, contacted any of the prospective target 

businesses considered by the four prior Cantor SPACs, or approached any specific target business. 

In fact, Cantor personnel, acting on behalf of its SPACs, had already initiated discussions with 

Satellogic and at least two other potential targets regarding a potential business combination as 

early as December 2020, and those discussions continued during the time period before the CFAC 

V IPO. Pre-IPO discussions with Satellogic about a potential business combination with a Cantor 

SPAC explicitly included the possibility of using the not-yet-launched CFAC V as the acquisition 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding. 



 

 

 

3 

vehicle. The business combination proxy statement Cantor caused CFAC V to file with the 

Commission in November 2021 also included false statements about the true history of Cantor’s 

interactions with Satellogic.  

4. As a result of the materially misleading statements described throughout this Order, 

Cantor caused CFAC II and CFAC V to violate Sections 17(a)(2) and 17(a)(3) of the Securities 

Act, antifraud provisions of the federal securities laws. Cantor also caused CFAC II and CFAC V 

to violate Section 14(a) of the Exchange Act and Rule 14a-3 thereunder.  

Respondent 

 

5. Cantor, a Delaware limited partnership, is a global financial services firm 

headquartered in New York, which operates through its subsidiary companies. Cantor has launched 

nine SPACs to date, through wholly-owned Delaware limited liability companies that act as the 

SPAC sponsors. The registration statement for each SPAC discloses that the SPAC and its sponsor 

“are controlled by Cantor.” Certain Cantor executives and personnel employed by subsidiaries of 

Cantor serve as officers of each Cantor SPAC sponsor and as officers and directors of each SPAC. 

As a consequence, Cantor controlled each of the Cantor SPACs’ activities – from contacts with 

potential target companies, to executing binding agreements and making public filings with the 

Commission. Through this structure, Cantor caused the violations described herein.  

Other Relevant Entities 

6. CF Finance Acquisition Corp. (“CFAC I”), a Delaware corporation headquartered 

in New York, was a SPAC. CFAC I had no operations of its own and existed for the purpose of 

merging with a privately held company with the effect of taking that company public. CFAC I’s 

sponsor was CF Finance Holdings, LLC, a Delaware limited liability company which is 100% 

owned by Cantor. Beginning on December 12, 2018 and ending on December 17, 2018, CFAC I 

completed an IPO of 25,000,000 units at $10 per unit, generating gross proceeds of $250,000,000. 

Its securities were registered under Section 12(b) of the Exchange Act and traded on the Nasdaq 

exchange under the symbol CFFA. CFAC I announced an agreement to merge with a private 

company on August 8, 2020, which was consummated on November 17, 2020. Shares of the 

surviving company currently trade on the Nasdaq exchange. 

7. CF Finance Acquisition Corp. II (“CFAC II”), a Delaware corporation 

headquartered in New York, was a SPAC. CFAC II had no operations of its own and existed for 

the purpose of merging with a privately held company with the effect of taking that company 

public. CFAC II’s sponsor was CF Finance Holdings II, LLC, a Delaware limited liability 

company which is 100% owned by Cantor. Beginning on August 27, 2020 and ending on August 

31, 2020, CFAC II completed an IPO of 50,000,000 units at $10 per unit, generating gross 

proceeds of $500,000,000. Its securities were registered under Section 12(b) of the Exchange Act 

and traded on the Nasdaq exchange under the ticker symbol CFII. CFAC II announced an 

agreement to merge with View, Inc. (“View”) on November 30, 2020, which was consummated on 



 

 

 

4 

March 8, 2021. Shares of View traded on the Nasdaq exchange under the ticker symbol VIEW 

until April 5, 2024, when Nasdaq suspended trading following a delisting determination. View 

deregistered its securities with the Commission on May 20, 2024.   

8. CF Finance Acquisition Corp III (“CFAC III”), a Delaware corporation 

headquartered in New York, was a SPAC. CFAC III had no operations of its own and existed for 

the purpose of merging with a privately held company with the effect of taking that company 

public. CFAC III’s sponsor was CF Finance Holdings III, LLC, a Delaware limited liability 

company which is 100% owned by Cantor. Beginning on November 13, 2020 and ending on 

November 17, 2020, CFAC III completed an IPO of 23,000,000 units at $10 per unit, generating 

gross proceeds of $230,000,000. Its securities were registered under Section 12(b) of the Exchange 

Act and traded on the Nasdaq exchange under the ticker symbol CFAC. CFAC III announced an 

agreement to merge with a private company on February 17, 2021, which was consummated on 

August 16, 2021. Shares of the surviving company currently trade on the Nasdaq exchange. 

9. CF Acquisition Corp. V (“CFAC V”), a Delaware corporation headquartered in 

New York, was a SPAC. CFAC V had no operations of its own and existed for the purpose of 

merging with a privately held company with the effect of taking that company public. CFAC V’s 

sponsor was CFAC Holdings V, LLC, a Delaware limited liability company which is 100% owned 

by Cantor. Beginning on January 29, 2021 and ending on February 2, 2021, CFAC V completed an 

IPO of 25,000,000 units at $10 per unit, generating gross proceeds of $250,500,000. Its securities 

were registered under Section 12(b) of the Exchange Act and traded on the Nasdaq exchange under 

the ticker symbol CFV. CFAC V announced an agreement to merge with Satellogic Inc. 

(“Satellogic”) on July 6, 2021, which was consummated on January 25, 2022. Shares of Satellogic 

currently trade on the Nasdaq exchange under the ticker symbol SATL. 

Facts 

Background 

10. A SPAC is a company with no underlying business operations that is formed to 

raise capital through an IPO for the purpose of using the proceeds to acquire an unidentified private 

operating company within a specified period of time (typically two years).  

11. Following its IPO, a SPAC will seek to identify acquisition candidates and attempt 

to complete a business combination transaction after which the company will continue the 

operations of the acquired company as a public company. A SPAC sponsor is the entity and/or 

persons primarily responsible for establishing the SPAC, which is thereafter managed by a board 

of directors and management. 

12. Given that the purpose of a SPAC is to identify and acquire an operating business 

after conducting its IPO, disclosures about substantive steps a SPAC has or has not taken in 

furtherance of a particular acquisition would be material to a reasonable SPAC investor, who 



 

 

 

5 

would want to know about the SPAC’s prospects with future acquisition targets. Disclosures made 

in a SPAC’s IPO – including as it relates to substantive pre-IPO discussions or negotiations with 

future acquisition targets or concerning potential business combinations – need to be clear and 

accurate, and cannot be materially false or misleading. 

Cantor’s SPAC Business 

13. Throughout the relevant period, from at least August 2020 to February 2021, a team 

of Cantor executives and personnel employed by Cantor subsidiaries managed and controlled all of 

the Cantor SPAC sponsors and entities then in existence. The Cantor team pursued targets and 

executed business combinations on behalf of the Cantor SPACs in a continuous flow of deals, with 

significant overlap in targets seriously pursued from one SPAC to the next. When a Cantor SPAC 

reached an agreement to merge with a specific target, Cantor would often roll the ongoing 

discussions with one or more of the remaining targets over to another Cantor SPAC. As described 

below, in some instances the discussions with an unchosen target were advanced and substantive. 

When one particular potential SPAC target questioned why paperwork reflected the name of an 

already merged SPAC, members of the Cantor team responded that it did not matter which SPAC 

name was referenced in the paperwork, because they “always ha[ve] a SPAC available” for a 

possible business combination.  

Substantive Discussions with View and Target A Prior to the CFAC II IPO 

14. Over a month before the CFAC II IPO, on July 16, 2020, CFAC I executed a non-

disclosure agreement (“NDA”) with View. View provided a product demonstration to Cantor 

personnel on July 28, 2020, and granted Cantor personnel access to their data room on July 31, 

2020. After announcing that CFAC I would merge with a different company on August 3, 2020, 

Cantor personnel held two calls with the View finance team – one that evening, and another on 

August 4, 2020. A third and fourth call took place between Cantor personnel and View’s finance 

team before the CFAC II IPO, on August 11 and 25, 2020. These actions constituted substantive 

discussions with View about a possible business combination. 

15. Separately, a Cantor executive held a call with a representative of Target A on June 

11, 2020, where they discussed the idea of merging part of Target A’s business with “a new Spac 

we roll out.” CFAC I subsequently executed an NDA with Target A, held a call with Target A’s 

finance executives concerning potential merger terms and diligence requests, reviewed diligence 

materials provided by Target A, and proposed in an internal email that “September would be an 

ideal time to finalize [a letter of intent],” all before the CFAC II IPO.  These actions constituted 

substantive discussions with Target A about a possible business combination. 

16. The October 15, 2020 definitive proxy statement Cantor caused CFAC I to file for 

its business combination with a private company states that its discussions with other potential 

targets had been substantive: “CFAC evaluated numerous business combination opportunities and 

entered into substantive discussions with multiple potential target businesses.” 



 

 

 

6 

Disclosures in the CFAC II IPO Filings 

 

17. On August 7, 2020, Cantor caused CFAC II to file a Form S-1 with respect to the 

registration and initial public offering of 52.5 million units (consisting of one share of stock and 

one-third of a redeemable warrant), to be sold for $525 million. On August 18, 2020, Cantor 

caused CFAC II to file an amended Form S-1 reflecting this same information. The Form S-1 

registration statement was declared effective by the Commission on August 26, 2020. 

18. On August 28, 2020, Cantor caused CFAC II to file the final IPO prospectus, dated 

August 26, 2020. The final size of the offering was 50 million units for $500 million. 

19. Each of CFAC II’s Form S-1 filings, as well as the final prospectus, contained 

several statements about the state of discussions with potential targets. For example, these filings 

include the following statement on the first page: 

We have not selected any specific business combination target and we have not, nor 

has anyone on our behalf, initiated any substantive discussions, directly or 

indirectly, with any business combination target regarding an initial business 

combination with our company. 

 

20. Each of CFAC II’s Form S-1 filings, as well as the final prospectus, also stated: 

Because we have not yet selected or approached any specific target business with 

respect to a business combination, there is no basis to evaluate the possible merits 

or risks of any particular target business’s operations, results of operations, cash 

flows, liquidity, financial condition or prospects. 

 

21. In addition, each of CFAC II’s Form S-1 filings, as well as the final prospectus, 

stated: 

We have not contacted any of the prospective target businesses that Cantor SPAC I 

had considered and rejected as a target business to acquire. 

 

22. CFAC II entered into an underwriting agreement with Cantor’s investment bank, 

Cantor Fitzgerald & Co. (“CF&Co”), dated August 26, 2020, that was filed as an exhibit to its 

report on Form 8-K dated September 1, 2020. In the underwriting agreement, CFAC II represented 

the following: 

The Company has not identified any Business Combination target (each a “Target 

Business”) and it has not, nor has anyone on its behalf, initiated any substantive 

discussions with any Target Business. 

 



 

 

 

7 

23. The statements in paragraphs 19 through 22 were materially misleading, given that 

Cantor personnel had already had substantive discussions on behalf of CFAC II with at least two 

targets, including View, about a potential business combination before the CFAC II IPO. Cantor 

caused CFAC II to make these materially misleading statements. 

24. On August 31, 2020, CFAC II issued a press release, which was attached as an 

exhibit to a report on Form 8-K filed September 1, 2020, announcing the closing that day of CFAC 

II’s IPO of 50 million units at $10.00 per unit, for gross proceeds of $500 million. Following the 

IPO, Cantor held 14,375,000 founder shares in CFAC II via its ownership and control of the CFAC 

II sponsor. CF&Co, a registered broker-dealer controlled by Cantor, also received 2% of the IPO 

proceeds, or $10 million, as an underwriting fee. 

Interactions with View and Target A Following the CFAC II IPO 

 

25. On the day the CFAC II IPO closed, August 31, 2020, the Cantor team and View 

continued their substantive discussions about a possible business combination by executing a fresh 

NDA and corresponding about a “deal timeline.” The very next day, on September 1, 2020, View 

and Cantor personnel held a call, and View requested auditor conflict of interest documentation. 

Cantor personnel sent diligence request lists to View on the following day, and executed a letter of 

intent (“LOI”) between CFAC II and View less than three weeks later, on September 22, 2020. 

CFAC II subsequently announced an agreement to merge with View on November 30, 2020, and 

the deal was consummated on March 8, 2021. 

26. Following the CFAC II IPO, Cantor personnel also continued their substantive 

discussions about a possible business combination with Target A. Those discussions continued 

further after Cantor launched its fourth SPAC on December 22, 2020, after which time Target A 

chose a different merger partner. 

Disclosures in the CFAC II Business Combination Filings 

27. On December 23, 2020, Cantor caused CFAC II to file a joint proxy statement and 

prospectus on Form S-4 making required disclosures about the proposed business combination 

with View. Cantor caused CFAC II to file an amended version of the Form S-4 on January 26, 

2021. The registration statement on this Form S-4 was declared effective on February 16, 2021. 

28. On February 16, 2021, Cantor caused CFAC II to file the final joint proxy 

statement and prospectus on Form 424(b) for the proposed business combination with View, 

setting a Special Meeting date of March 5, 2021. 

29. These joint proxy statement and prospectus filings purportedly provided a detailed 

history of Cantor’s discussions and negotiations with View, including the discussions that took 

place when the Cantor team was searching for a CFAC I business combination target, prior to the 

CFAC II IPO. All three filings stated that:  



 

 

 

8 

SPAC I executed a transaction agreement with another target business on August 2, 

2020 at which time it ceased discussions with other potential target businesses, 

including View. 

 

30. In fact, as described above, Cantor personnel did not cease discussions with View 

on August 2, 2020, but instead continued to have substantive discussions with View about a 

business combination up until the CFAC II IPO on August 27, 2020. The substantive nature of 

those discussions is reflected in the immediacy with which CFAC II and View executed 

agreements following the IPO. 

Substantive Discussions with Satellogic and Targets B & C Prior to the CFAC V IPO 

31. On January 6, 2021, CFAC III executed an NDA with Satellogic. Satellogic and its 

bankers made a presentation to the Cantor team on January 13, 2021, and the Cantor team 

communicated again with Satellogic’s bankers on January 14 and 15. In response to a January 15, 

2021 update that Satellogic “can move to exclusivity quickly,” a Cantor executive instructed an 

employee to set up a meeting with Satellogic, and to remind Satellogic of the not-yet-launched 

$250 million CFAC V IPO, for which Cantor had already caused CFAC V to file a Form S-1 

registration statement (see paragraphs 36-40 below). 

32. On January 20, 2021, CFAC III triggered mutual exclusivity provisions in the LOI 

between CFAC III and a different private company. Nevertheless, Cantor personnel held a call that 

day with Satellogic and its bankers to discuss the company, its financials, and the timing and 

process for a SPAC deal. The next day, on January 21, 2021, a Cantor executive agreed to discuss 

Cantor’s “proposal for next steps with the Satellogic team.” Internally, Cantor personnel were 

instructed to “[b]e prepared on Monday to send Satellogic a new NDA after pricing [of the CFAC 

V IPO]. And then we follow up with LOI for Spac V on Tuesday,” and relayed instructions from a 

Cantor executive to the legal team. They followed these instructions, preparing a draft LOI for 

Satellogic on behalf of CFAC V on January 24, 2021, five days before the CFAC V IPO. 

33. On Monday, January 25, 2021, four days before the CFAC V IPO, Satellogic’s 

bankers sent a process letter to the Cantor team providing instructions for an offer they were 

expecting to receive in two days’ time. At some point in the three days that followed, a Cantor 

executive called the Satellogic CEO directly to explain that, although CFAC III would be entering 

into a business combination with a different target, Cantor personnel still planned to move forward 

on a business combination with Satellogic using CFAC V instead. These actions constituted 

substantive discussions with Satellogic about a possible business combination. 

34. Separately, CFAC III entered into NDAs and had substantive discussions with two 

other potential target companies, Targets B and C, prior to the CFAC V IPO, which were 

subsequently rolled over to CFAC V. Those discussions included numerous calls with members of 

the target companies’ executive management, and, in connection with Target B in particular, 



 

 

 

9 

discussions of potential deal terms, and draft LOIs. These actions constituted substantive 

discussions with Targets B and C about a possible business combination. 

35. The final prospectus Cantor caused CFAC III to file for its business combination 

with a private company on July 21, 2021 states that its discussions with other potential targets had 

been substantive: “CF III executed non-disclosure agreements with seventeen (17) potential target 

businesses and entered into substantive discussions with many of these potential target businesses, 

substantial stockholders thereof and/or transaction intermediaries.” 

Disclosures in the CFAC V IPO Filings 

 

36. On January 8, 2021, Cantor caused CFAC V to file a Form S-1 with respect to the 

registration and initial public offering of 25 million units (consisting of one share of stock and one-

third of a redeemable warrant), to be sold for $250 million. Cantor caused CFAC V to file an 

amended Form S-1 reflecting this same information on January 20, 2021. The Form S-1 

registration statement was declared effective by the Commission on January 28, 2021. 

37. On January 29, 2021, Cantor caused CFAC V to file the final IPO prospectus, dated 

January 28, 2021. 

38. Each of CFAC V’s Form S-1 filings, as well as the final prospectus, contained 

several statements about the state of discussions with potential targets. For example, CFAC V 

included the following statement on the first page: 

We have not selected any specific business combination target and we have not, nor 

has anyone on our behalf, initiated any substantive discussions, directly or 

indirectly, with any business combination target regarding an initial business 

combination with our company. 

 

39. Each of CFAC V’s Form S-1 filings, as well as the final prospectus, also stated: 

Because we have not yet selected or approached any specific target business with 

respect to a business combination, there is no basis to evaluate the possible merits 

or risks of any particular target business’s operations, results of operations, cash 

flows, liquidity, financial condition or prospects. 

 

40. In addition, each of CFAC V’s Form S-1 filings, as well as the final prospectus, 

stated: 

We have not contacted any of the prospective target businesses that Cantor SPAC I, 

Cantor SPAC II, Cantor SPAC III or Cantor SPAC IV had considered. 

 



 

 

 

10 

41. CFAC V entered into an underwriting agreement with Cantor’s investment bank, 

CF&Co, dated January 28, 2021, that is filed as an exhibit to its report on Form 8-K dated 

February 3, 2021. In the underwriting agreement, CFAC V represented the following: 

The Company has not identified any Business Combination target (each a “Target 

Business”) and it has not, nor has anyone on its behalf, initiated any substantive 

discussions with any Target Business. 

 

42. The statements in paragraphs 38 through 41 were materially misleading, given that 

Cantor personnel had already initiated substantive discussions on behalf of CFAC V with 

Satellogic and at least two other targets about a potential business combination. Cantor caused 

CFAC V to make these materially misleading statements. 

43. On February 2, 2021, CFAC V issued a press release, which was attached as an 

Exhibit to a report on Form 8-K filed February 3, 2021, announcing the closing that day of CFAC 

V’s IPO of 25 million units at $10.00 per unit, for gross proceeds of $250 million. Following the 

IPO, Cantor held 6,250,000 founder shares in CFAC V via its ownership and control of the CFAC 

V sponsor. CF&Co, a registered broker-dealer controlled by Cantor, also received 2% of the IPO 

proceeds, or $5 million, as an underwriting fee. 

Interactions with Satellogic and Targets B & C Following the CFAC V IPO 

 

44. Cantor caused CFAC V to send a new NDA to Satellogic in the immediate hours 

after the CFAC V registration statement became effective. The next day, on January 29, 2021, 

Cantor personnel continued their substantive discussions with Satellogic by holding a meeting with 

Satellogic and sending it a draft LOI. CFAC V executed an LOI with Satellogic less than three 

weeks later, on February 19, 2021, and publicly announced an agreement to merge on July 6, 2021. 

The deal was consummated on January 25, 2022. 

45. Cantor personnel also continued substantive discussions with Targets B and C 

immediately after the CFAC V registration statement became effective, by sending them NDAs 

and quickly executing LOIs. With Target B, the Cantor team collaborated on an investor 

presentation and completed formal due diligence before rolling the company over to its sixth 

SPAC.  

Disclosures in the CFAC V Business Combination Filings 

46. On November 12, 2021, Cantor caused CFAC V to file a final proxy statement for 

the proposed business combination with Satellogic, setting a Special Meeting date of December 8, 

2021. 

47. The final proxy statement purported to provide a detailed history of Cantor’s 

discussions and negotiations with Satellogic on behalf of Cantor’s SPACs, including the 



 

 

 

11 

discussions that took place when Cantor personnel were searching for a CFAC III business 

combination target, prior to the CFAC V IPO. The filing stated that:  

CF III entered into exclusive negotiations with another target business in January 

2021, at which time CF III ceased discussions with other potential target 

businesses, including the Company [Satellogic]. 

 

48. In fact, as described above, Cantor personnel did not cease discussions with 

Satellogic after entering into exclusive negotiations between CFAC III and a private company on 

January 20, 2021, but instead continued having substantive discussions with Satellogic about a 

business combination up until the CFAC V IPO on January 28, 2021. The advanced state of those 

discussions is reflected in the immediacy with which CFAC V and Satellogic executed agreements 

following the IPO. 

Violations 

49. As a result of the conduct described above, the Commission finds that Cantor 

caused CFAC II and CFAC V to violate Section 17(a)(2) of the Securities Act, which makes it 

unlawful, in the offer or sale of any securities, to obtain money or property by means of any untrue 

statement of a material fact or any omission to state a material fact necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading.  

50. As a result of the conduct described above, the Commission finds that Cantor also 

caused CFAC II and CFAC V to violate Section 17(a)(3) of the Securities Act, which makes it 

unlawful, in the offer or sale of any securities, to engage in any transaction, practice, or course of 

business which operates or would operate as a fraud or deceit upon the purchaser. 

51. As a result of the conduct described above, the Commission finds that Cantor also 

caused CFAC II and CFAC V to violate Section 14(a) of the Exchange Act and Rule 14a-3 

thereunder. Section 14(a) makes it unlawful to solicit any proxy in respect of any security (other 

than an exempted security) registered pursuant to Section 12 of the Exchange Act in contravention 

of such rules and regulations as the Commission may prescribe. Rule 14a-3 requires that a proxy 

statement must include certain information, including a description of any negotiations or material 

contacts with a merger partner during the past two years.   

IV. 

 On the basis of the foregoing, the Commission deems it appropriate and in the public 

interest to impose the sanctions agreed to in Respondent’s Offer. 

 

 A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 

Respondent Cantor shall cease and desist from committing or causing any violations and any future 



 

 

 

12 

violations of Sections 17(a)(2) or 17(a)(3) of the Securities Act and Section 14(a) of the Exchange 

Act and Rule 14a-3 thereunder.   

  

B.  Respondent Cantor shall, within 14 days of the entry of this Order, pay a civil 

money penalty in the amount of $6.75 million to the Securities and Exchange Commission. The 

Commission may distribute civil money penalties collected in this proceeding if, in its discretion, 

the Commission orders the establishment of a Fair Fund pursuant to 15 U.S.C. § 7246, Section 

308(a) of the Sarbanes-Oxley Act of 2002. The Commission will hold funds paid pursuant to this 

paragraph in an account at the United States Treasury pending a decision whether the Commission, 

in its discretion, will seek to distribute funds or, subject to Exchange Act Section 21F(g)(3), 

transfer them to the general fund of the United States Treasury. If timely payment is not made, 

additional interest shall accrue pursuant to 31 U.S.C. § 3717.   

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Cantor as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Mark D. Cave, Division of Enforcement, 

Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549. 

 

C. Regardless of whether the Commission in its discretion orders the creation of a Fair 

Fund for the penalties ordered in this proceeding, amounts ordered to be paid as civil money 

penalties pursuant to this Order shall be treated as penalties paid to the government for all 

purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 

Respondent agrees that in any Related Investor Action, it shall not argue that it is entitled to, nor 

shall it benefit by, offset or reduction of any award of compensatory damages by the amount of any 

http://www.sec.gov/about/offices/ofm.htm


 

 

 

13 

part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). If the court in any 

Related Investor Action grants such a Penalty Offset, Respondent agrees that it shall, within 30 

days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 

this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. 

Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 

the amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a 

“Related Investor Action” means a private damages action brought against Respondent by or on 

behalf of one or more investors based on substantially the same facts as alleged in the Order 

instituted by the Commission in this proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

        Secretary 

 

 

 


	UNITED STATES OF AMERICA
	Respondent
	Other Relevant Entities
	Facts
	Background
	Cantor’s SPAC Business
	Substantive Discussions with View and Target A Prior to the CFAC II IPO
	Disclosures in the CFAC II Business Combination Filings
	Substantive Discussions with Satellogic and Targets B & C Prior to the CFAC V IPO
	Disclosures in the CFAC V Business Combination Filings

	Violations