Amended Statement of Ownership (sc 13g/a)
2023年2月15日 - 5:50AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment No. 1)*
Under
the Securities Exchange Act of 1934
Cartica
Acquisition Corp |
(Name
of Issuer) |
|
Class
A Ordinary Shares, par value $0.0001 per share |
(Titles
of Class of Securities) |
|
G1995D109 |
(CUSIP
Number) |
|
December
31, 2022 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule
13d-1(b) |
☒ |
Rule
13d-1(c) |
☐ |
Rule
13d-1(d) |
* | The remainder of
this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. G1995D109 |
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
1,199,068* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,199,068* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,068* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.21% |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
FOOTNOTE:
| * | Consists of total of 1,199,068
shares of common stock. |
CUSIP
No. G1995D109 |
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
1,199,068* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,199,068* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,068* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.21% |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
FOOTNOTES:
| * | Consists of total of 1,199,068
shares of common stock. |
CUSIP
No. G1995D109 |
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
1,199,068* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,199,068* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,068* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.21% |
|
12 |
TYPE
OF REPORTING PERSON
CO |
|
FOOTNOTES:
| * | Consists of total of 1,199,068
shares of common stock. |
CUSIP
No. G1995D109 |
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
1,199,068* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,199,068* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,068* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.21% |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
FOOTNOTE:
| * | Consists of total of 1,199,068
shares of common stock. |
CUSIP
No. G1995D109 |
SCHEDULE
13G |
Page
6 of 10 |
Item 1(a). |
Name of Issuer: |
|
|
|
Cartica Acquisition Corp |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
1775 I STREET NW, SUITE 910, WASHINGTON, DC, 20006 |
|
|
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: |
|
|
|
G1995D109 |
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). |
CUSIP
No. G1995D109 |
SCHEDULE
13G |
Page
7 of 10 |
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. |
Ownership |
|
The responses to Items 5-11 of the cover pages
of this Schedule 13G are incorporated herein by reference.
As of December 31, 2022, the Reporting Persons
may be deemed to beneficially own an aggregate of 1,199,068 Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”)
of Cartica Acquisition Corp (the “Issuer”), representing 5.21% of the Issuer’s outstanding Common Stock.
The percentage of the Common Stock held by the
Reporting Persons is based on 23,000,000 Ordinary Shares outstanding as of November 8, 2022 as reported in the Issuer’s 10-Q filed
with the Securities and Exchange Commission on November 9, 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. G1995D109 |
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. G1995D109 |
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: February 14, 2023
|
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 – Cartica Acquisition Corp
– February 2023]
CUSIP
No. G1995D109 |
SCHEDULE
13G |
Page
10 of 10 |
Exhibit
Index
Cartica Acquisition (NASDAQ:CITEU)
過去 株価チャート
から 10 2024 まで 11 2024
Cartica Acquisition (NASDAQ:CITEU)
過去 株価チャート
から 11 2023 まで 11 2024