Washington, D.C. 20549
(Amendment No. )*
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. ☐
* 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
7,777,500 (1)
|
8
|
Shared Voting Power (see Item 5 below)
0
|
9
|
Sole Dispositive Power
7,777,500 (1)
|
10
|
Shared Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
7,777,500 (1)
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ☐
|
13
|
Percent of Class Represented by Amount
in Row (11)
23.8%
|
14
|
Type of Reporting Person
OO
|
|
(1)
|
Includes 600,000 shares of the Issuer’s Class A common stock, $0.0001 par value (“Class A Common Stock”)
and 7,177,500 shares of the Issuer’s Class B common stock, $0.0001 par value (“Class B Common Stock” and together
with the Class A Common Stock, the “Common Stock”), which are automatically convertible into shares of Class A Common
Stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description
of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-228420). Up to
937,500 of such shares of Class B Common Stock are subject to forfeiture depending on the extent to which the underwriters’
over-allotment option is exercised. CF Finance Holdings, LLC (the “Sponsor”) is controlled by its sole member, Cantor
Fitzgerald, L.P. (“Cantor”), which is controlled by its managing general partner, CF Group Management, Inc. (“CFGM”).
CFGM indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and
Chief Executive Officer of CFGM and trustee of the sole stockholder of CFGM and accordingly may be deemed to have beneficial ownership
of securities reported herein. Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any
pecuniary interest he may have therein, directly or indirectly.
|
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)
7,777,500 (1)
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power (see Item 5 below)
7,777,500 (1)
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
7,777,500 (1)
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ☐
|
13
|
Percent of Class Represented by Amount
in Row (11)
23.8%
|
14
|
Type of Reporting Person
PN
|
|
(1)
|
Includes 600,000 shares of Class A Common Stock and 7,177,500 shares of Class B Common Stock. Up to 937,500 of such shares
of Class B Common Stock are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option
is exercised. The Sponsor is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM.
CFGM indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and
Chief Executive Officer of CFGM and trustee of the sole stockholder of CFGM and accordingly may be deemed to have beneficial ownership
of securities reported herein. Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any
pecuniary interest he may have therein, directly or indirectly.
|
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)
7,777,500 (1)
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power (see Item 5 below)
7,777,500 (1)
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
7,777,500 (1)
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ☐
|
13
|
Percent of Class Represented by Amount
in Row (11)
23.8%
|
14
|
Type of Reporting Person
CO
|
|
(1)
|
Includes 600,000 shares of Class A Common Stock and 7,177,500 shares of Class B Common Stock. Up to 937,500 of such shares
of Class B Common Stock are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option
is exercised. The Sponsor is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM.
CFGM indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and
Chief Executive Officer of CFGM and trustee of the sole stockholder of CFGM and accordingly may be deemed to have beneficial ownership
of securities reported herein. Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any
pecuniary interest he may have therein, directly or indirectly.
|
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)
7,777,500 (1)
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power (see Item 5 below)
7,777,500 (1)
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
7,777,500 (1)
|
12
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ☐
|
13
|
Percent of Class Represented by Amount
in Row (11)
23.8%
|
14
|
Type of Reporting Person
IN
|
|
(1)
|
Includes 600,000 shares of Class A Common Stock and 7,177,500 shares of Class B Common Stock. Up to 937,500 of such shares
of Class B Common Stock are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option
is exercised. The Sponsor is controlled by its sole member, Cantor, which is controlled by its managing general partner, CFGM.
CFGM indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and
Chief Executive Officer of CFGM and trustee of the sole stockholder of CFGM and accordingly may be deemed to have beneficial ownership
of securities reported herein. Mr. Lutnick disclaims any ownership of securities reported herein other than to the extent of any
pecuniary interest he may have therein, directly or indirectly.
|
SCHEDULE 13D
This Schedule 13D 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”).
|
Item 1.
|
Security and Issuer
|
Securities acquired:
Class A common stock, $0.0001 par value (“Class A Common Stock”)
Issuer: CF Finance
Acquisition Corp. (the “Issuer”)
110 East 59th Street
New York, New York 10022
|
Item 2.
|
Identity and Background
|
(a) This statement
is filed by:
(i) the Sponsor, which
is the holder of record of approximately 23.8% of the issued and outstanding shares of all classes of common stock of the Issuer
(32,787,500) based on the number of shares of Class A Common Stock (25,600,000) and shares of Class B common stock, $0.0001 par
value (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) (7,187,500)
outstanding as of December 17, 2018, as reported by the Issuer in Exhibit 99.1 to its Current Report on Form 8-K, filed by the
Issuer with the Securities and Exchange Commission (the “SEC”) on December 21, 2018;
(ii) Cantor, the sole
member of the Sponsor;
(iii) CFGM, the managing
general partner of Cantor; and
(iv) Howard W. Lutnick,
the Chairman and Chief Executive of the Issuer, the Chairman and Chief Executive Officer of CFGM and trustee of the sole stockholder
of CFGM.
All disclosures herein
with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other
than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) The address of
the principal business and principal office of each of the Sponsor, Cantor and Mr. Lutnick is 110 East 59th Street, New York, New
York 10022. The address of the principal business and principal office of CFGM is 499 Park Avenue, New York, New York 10022.
(c) The Sponsor’s
principal business is to act as the Issuer’s sponsor. The principal business of Cantor is
providing
financial services, including an array of financial products and services in the equity, fixed income and foreign exchange capital
markets
. The principal business of CFGM is to act as the Managing General Partner of Cantor. The principal occupation of
Mr. Lutnick, in addition to his duties as an officer and director of the Issuer, is to serve as President and Chief Executive Officer
of Cantor, Chairman and Chief Executive Officer of BGC Partners, Inc. (“BGC”), Chairman of Newmark Group, Inc. (“Newmark”)
and Chairman and Chief Executive Officer of CFGM.
In addition, Mr. Lutnick holds offices
at various other affiliates of Cantor and provides services to the operating partnerships of Newmark, BGC and CFLP. Mr. Lutnick
is also the trustee of the sole stockholder of CFGM.
(d) None of the Reporting
Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting
Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction
and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such
laws.
(f) The Sponsor is
a Delaware limited liability company. Cantor is a Delaware limited partnership. CFGM is a New York corporation. Mr. Lutnick is
a citizen of the United States.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
The aggregate purchase
price for the shares of Common Stock currently beneficially owned by the Reporting Persons was $6,050,383. The source of these
funds was the working capital of Cantor.
|
Item 4.
|
Purpose of the Transaction
|
In connection with
the incorporation of the Issuer, in July 2014, 2,875,000 shares of Common Stock were issued to the Sponsor for an aggregate purchase
price of $383. In June 2015, the Sponsor contributed an additional $50,000 to the Issuer’s paid-in capital for no additional
shares. On January 17, 2018, the Issuer effectuated a recapitalization of the Issuer (intended to qualify as a “reorganization”
under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended), which included a 2.5-for-1 stock split resulting
in an aggregate of 7,187,500 shares of Class B Common Stock (the “Founder Shares”) outstanding and held by the Sponsor.
In November 2018, the Sponsor transferred 10,000 Founder Shares to Mr. Peter J. Worth, the Issuer’s independent director.
Up to 937,500 Founder Shares purchased by the Sponsor are subject to forfeiture to the extent that the underwriter of the IPO does
not exercise its overallotment option in full.
On December 17, 2018,
simultaneously with the consummation of the Issuer’s initial public offering (“IPO”), the Sponsor purchased 600,000
units (“Placement Units”) of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Subscription
Agreement, dated December 12, 2018, by and between the Issuer and the Sponsor (the “Subscription Agreement”), as more
fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists
of one share of Class A Common Stock and three-quarters of one warrant, each whole warrant exercisable to purchase one share of
Class A Common Stock, at an exercise price of $11.50 per share (as described more fully in the Issuer’s Final Prospectus
dated December 12, 2018).
The shares of Common
Stock owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions
of the Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the Common Stock held
by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market
conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions
as further described in Item 6 below.
Pursuant to a forward
purchase contract, dated December 12, 2018, by and between the Issuer and the Sponsor, the Sponsor has committed to purchase, in
a private placement for gross proceeds of $30,000,000 to occur concurrently with the consummation of the Issuer’s initial
business combination, 3,000,000 units on substantially the same terms as the sale of units in the IPO at $10.00 per unit, and 750,000
shares of Class A Common Stock. The funds from the sale of units will be used as part of the consideration to the sellers in the
initial business combination; any excess funds will be used for working capital in the post-transaction company.
In order to finance
transaction costs in connection with an intended initial business combination, the Sponsor has committed to provide $750,000 to
the Issuer to fund the Issuer’s expenses relating to investigating and selecting a target business and other working capital
requirements prior to the Issuer’s initial business combination. Up to $1,500,000 of loans, including such $750,000 loan
commitment, which may be made by the Sponsor or an affiliate of the Sponsor or certain of the Issuer’s officers and directors
may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.
Pursuant to a promissory
note, dated December 12, 2018, issued by the Issuer to the Sponsor, the Sponsor lent the Issuer $2,500,000 (or $2,875,000 if the
underwriters’ overallotment option is exercised in full). The proceeds of such loan were added to the Trust Account (defined
below) and such loan will be repaid or converted into units (each unit consisting of one share of Class A Common Stock and three-quarters
of one warrant, each whole warrant exercisable for one share of Class A Common Stock) at a conversion price of $10.00 per unit,
at the Sponsor’s discretion, only upon consummation of the Issuer’s initial business combination.
Except for the foregoing,
the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs
(a) and (c) through (j) of Item 4 of Schedule 13D.
With respect to paragraph
(b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Sponsor
and Mr. Lutnick have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares
in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination.
The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate
plans or proposals with respect to the Issuer.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a)-(b) The aggregate
number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 7,777,500 shares
of Common Stock, including 600,000 shares of Class A Common Stock and 7,177,500 shares of Class B Common Stock (up to 937,500 shares
of Class B Common Stock of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment
option is exercised), outstanding as of December 17, 2018, as reported by the Issuer in Exhibit 99.1 to its Current Report on Form
8-K, filed by the Issuer with the SEC on December 21, 2018) are as follows:
Sponsor
|
a)
|
|
Amount beneficially owned: 7,777,500
|
|
Percentage: 23.8%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
7,777,500
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
0
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
7,777,500
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
0
|
Cantor
|
a)
|
|
Amount beneficially owned: 7,777,500
|
|
Percentage: 23.8%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
0
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
7,777,500
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
7,777,500
|
CFGM
|
a)
|
|
Amount beneficially owned: 7,777,500
|
|
Percentage: 23.8%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
0
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
7,777,500
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
7,777,500
|
Howard
W. Lutnick
|
a)
|
|
Amount beneficially owned: 7,777,500
|
|
Percentage: 23.8%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
0
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
7,777,500
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
7,777,500
|
The Sponsor is controlled
by its sole member, Cantor, which is controlled by its managing general partner, CFGM. CFGM indirectly has the sole voting and
dispositive power of the securities held by the Sponsor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and trustee
of the sole stockholder of CFGM and accordingly may be deemed to have beneficial ownership of securities reported herein. Mr. Lutnick
disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly
or indirectly.
(c) None of the Reporting
Persons has effected any transactions of Common Stock during the 60 days preceding the date of this report, except as described
in Item 4 and Item 6 of this Schedule 13D which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
Unit Subscription Agreement between
the Issuer and Sponsor
On December 17, 2018,
simultaneously with the consummation of the IPO, the Sponsor purchased 600,000 Placement Units pursuant to the Subscription Agreement.
The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Subscription Agreement,
which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the
Issuer’s initial business combination, subject to certain limited exceptions as described in the Insider Letter.
The description of
the Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed
by the Issuer as Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2018 (and is incorporated
by reference herein as Exhibit 10.2).
Insider Letter
On December 12, 2018,
in connection with the IPO, the Issuer and the Sponsor entered into a letter agreement (the “Insider Letter”). Pursuant
to the Insider Letter, the Sponsor agreed (A) to vote its Founder Shares, any shares of Common Stock underlying the Placement Units
and any public shares in favor of any proposed business combination, (B) not to propose an amendment to the Issuer’s Amended
and Restated Certificate of Incorporation that would modify the substance or timing of the Issuer’s obligation to redeem
the public shares if the Issuer does not consummate a business combination within 18 months from the completion of the initial
public offering, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer’s
trust account set up in connection with the IPO (the “Trust Account”), (C) not to redeem any Founder Shares and any
shares underlying the Placement Units into the right to receive cash from the Trust Account in connection with a shareholder vote
to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s Amended
and Restated Certificate of Incorporation relating to shareholders’ rights or pre-business combination activity and (D) that
the Founder Shares and any shares of Common Stock underlying the Placement Units shall not participate in any liquidating distribution
upon winding up if a business combination is not consummated. The Sponsor also agreed that in the event of the liquidation of the
Trust Account of the Issuer (as defined in the Insider Letter), it will indemnify and hold harmless the Issuer against any and
all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject as a result of any claim by any
vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer,
or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the extent necessary
to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided
that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against
the Trust Account.
The description of
the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the
Issuer as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on December 17, 2018 (and is incorporated by reference
herein as Exhibit 10.3).
Registration Rights Agreement
On December 12, 2018,
in connection with the IPO, the Issuer, the Sponsor and other initial stockholders entered into a registration rights agreement,
pursuant to which the Sponsor was granted certain demand and “piggyback” registration rights, which will be subject
to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered.
The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of
such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on December
17, 2018 (and is incorporated by reference herein as Exhibit 10.3).
Forward Purchase Contract
On December 12, 2018,
in connection with the IPO, the Issuer and the Sponsor entered into a forward purchase contract, pursuant to which the Sponsor
agreed to purchase, in a private placement for gross proceeds of $30,000,000 to occur concurrently with the consummation of the
Issuer’s initial business combination, 3,000,000 units on substantially the same terms as the sale of units in the IPO at
$10.00 per unit, and 750,000 shares of Class A Common Stock. The summary of such forward purchase contract contained herein is
qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4
to the Form 8-K filed by the Issuer with the SEC on December 17, 2018 (and is incorporated by reference herein as Exhibit 10.4).
Expense Reimbursement Agreement
On December 12, 2018,
in connection with the IPO, the Issuer and the Sponsor entered into an expense reimbursement agreement, pursuant to which the Sponsor
has committed to provide $750,000 to the Issuer to fund the Issuer’s expenses relating to investigating and selecting a target
business and other working capital requirements prior to the Issuer’s initial business combination. Up to $1,500,000 of loans,
including such $750,000 loan commitment, which may be made by the Sponsor or an affiliate of the Sponsor or certain of the Issuer’s
officers and directors may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The summary
of such expense reimbursement agreement contained herein is qualified in its entirety by reference to the full text of such agreement,
a copy of which was filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on December 17, 2018 (and
is incorporated by reference herein as Exhibit 10.5).
Sponsor Loan
On December 12, 2018,
in connection with the IPO, the Issuer issued to the Sponsor a promissory note in the amount of $2,500,000 (or $2,875,000 if the
underwriters’ overallotment option is exercised in full). The summary of such promissory note contained herein is qualified
in its entirety by reference to the full text of such note, a copy of which was filed by the Issuer as Exhibit 10.6 to the Form
8-K filed by the Issuer with the SEC on December 17, 2018 (and is incorporated by reference herein as Exhibit 10.6).
Item 7.
Material to be Filed as
Exhibits
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Exhibit 10.1
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Private Placement Units Subscription Agreement, dated as of December 12, 2018, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2018).
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Exhibit 10.2
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Insider Letter, dated as of December 12, 2018, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2018).
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Exhibit 10.3
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Registration Rights Agreement, dated as of December 12, 2018, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2018).
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Exhibit 10.4
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Forward Purchase Contract, dated December 12, 2018, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2018).
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Exhibit 10.5
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Expense Reimbursement Agreement, dated December 12, 2018, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2018).
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Exhibit 10.6
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Sponsor Loan Note, dated December 12, 2018, issued to the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2018).
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Exhibit 99.1
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Joint Filing Agreement, by and among the Reporting Persons.
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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: December 26, 2018
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CF FINANCE HOLDINGS LLC
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By:
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/s/ Howard W. Lutnick
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Name: Howard W. Lutnick
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Title: Chairman and Chief Executive Officer
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Date: December 26, 2018
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CANTOR FITZGERALD, L.P.
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By:
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/s/ Howard W. Lutnick
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Name: Howard W. Lutnick
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Title: Chairman and Chief Executive Officer
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Date: December 26, 2018
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CF GROUP MANAGEMENT, INC.
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By:
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/s/ Howard W. Lutnick
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Name: Howard W. Lutnick
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Title: Chairman and Chief Executive Officer
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Date: December 26, 2018
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/s/ Howard W. Lutnick
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Howard W. Lutnick
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