Statement of Ownership (sc 13g)
31 Enero 2023 - 5:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Appreciate
Holdings, Inc. |
(Name
of Issuer) |
|
Class
A Common Stock |
(Titles
of Class of Securities) |
|
03832J106 |
(CUSIP
Number) |
|
January
13, 2023 |
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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. 03832J106 |
SCHEDULE
13G |
Page
2 of 12 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Cantor
Fitzgerald & Co. |
|
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
394,500
(1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
394,500
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,500
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
(2) |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
|
| (1) | Includes
Class A Common Stock issued pursuant to a Common Stock Purchase Agreement dated May 17, 2022, between the Issuer and CF Principal Investments,
LLC, a Delaware limited liability company (“CFPI”), related to a committed equity facility (“CEF”). |
| (2) | The
percentage of the Common Stock held by the Reporting Persons is based on 17,057,226 shares of Class A Common Stock outstanding as of
January 23, 2023 as reported in the Issuer’s Form S-1/A registration statement, filed with the Securities and Exchange Commission
on January 30, 2023 and assumes no exercise of warrants, if any, held by the Reporting Persons. |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
3 of 12 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
CF
Principal Investments, LLC |
|
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
1,052,632
(1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,052,632
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,632
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
(2) |
|
12 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
|
|
| (1) | Includes
Class A Common Stock issued pursuant to a Common Stock Purchase Agreement dated May 17, 2022, between the Issuer and CFPI, related to
a CEF. |
| (2) | The
percentage of the Common Stock held by the Reporting Persons is based on 17,057,226 shares of Class A Common Stock outstanding as of
January 23, 2023 as reported in the Issuer’s Form S-1/A registration statement, filed with the Securities and Exchange Commission
on January 30, 2023 and assumes no exercise of warrants, if any, held by the Reporting Persons. |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
4 of 12 |
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
1,052,632
(1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,052,632
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,632
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
(2) |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
|
| (1) | Includes
Class A Common Stock issued pursuant to a Common Stock Purchase Agreement dated May 17, 2022, between the Issuer and CFPI, related to
a CEF. |
| (2) | The
percentage of the Common Stock held by the Reporting Persons is based on 17,057,226 shares of Class A Common Stock outstanding as of
January 23, 2023 as reported in the Issuer’s Form S-1/A registration statement, filed with the Securities and Exchange Commission
on January 30, 2023 and assumes no exercise of warrants, if any, held by the Reporting Persons. |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
5 of 12 |
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
1,447,132
(1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,447,132
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,447,132
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
(2) |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
|
| (1) | Includes
Class A Common Stock issued pursuant to a Common Stock Purchase Agreement dated May 17, 2022, between the Issuer and CFPI, related to
a CEF. |
| (2) | The
percentage of the Common Stock held by the Reporting Persons is based on 17,057,226 shares of Class A Common Stock outstanding as of
January 23, 2023 as reported in the Issuer’s Form S-1/A registration statement, filed with the Securities and Exchange Commission
on January 30, 2023 and assumes no exercise of warrants, if any, held by the Reporting Persons. |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
6 of 12 |
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
1,447,132
(1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,447,132
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,447,132
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
(2) |
|
12 |
TYPE
OF REPORTING PERSON
CO |
|
|
|
|
|
|
| (1) | Includes
Class A Common Stock issued pursuant to a Common Stock Purchase Agreement dated May 17, 2022, between the Issuer and CFPI, related to
a CEF. |
| (2) | The
percentage of the Common Stock held by the Reporting Persons is based on 17,057,226 shares of Class A Common Stock outstanding as of
January 23, 2023 as reported in the Issuer’s Form S-1/A registration statement, filed with the Securities and Exchange Commission
on January 30, 2023 and assumes no exercise of warrants, if any, held by the Reporting Persons. |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
7 of 12 |
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
1,447,132
(1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,447,132
(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,447,132
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
(2) |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
|
| (1) | Includes
Class A Common Stock issued pursuant to a Common Stock Purchase Agreement dated May 17, 2022, between the Issuer and CFPI, related to
a CEF. |
| (2) | The
percentage of the Common Stock held by the Reporting Persons is based on 17,057,226 shares of Class A Common Stock outstanding as of
January 23, 2023 as reported in the Issuer’s Form S-1/A registration statement, filed with the Securities and Exchange Commission
on January 30, 2023 and assumes no exercise of warrants, if any, held by the Reporting Persons. |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
8 of 12 |
Item
1(a). |
Name
of Issuer: |
|
|
|
Appreciate
Holdings, Inc. |
|
|
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
6101
BAKER ROAD, SUITE 200
MINNETONKA
MN 55345 |
|
|
Item
2(a). |
Name
of Person Filing: |
|
|
|
Cantor
Fitzgerald & Co., CF Principal Investments, LLC, 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 & Co. and Cantor Fitzgerald Securities are each a general partnership formed in New York, CF Principal Investments,
LLC is a Delaware limited liability company, 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 Common Stock, par value $0.0001 per share. |
|
|
Item
2(e). |
CUSIP
Number: |
|
|
|
03832J106 |
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). |
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
9 of 12 |
Item
4. |
Ownership |
|
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of January 13, 2023, the Reporting Persons may be deemed to beneficially own an aggregate of 1,447,132 shares of Class A Common Stock,
par value $0.0001 per share (“Common Stock”) of Appreciate Holdings, Inc. (the “Issuer”), representing 8.5%
of the Issuer’s outstanding Common Stock.
The
percentage of the Common Stock held by the Reporting Persons is based on 17,057,226 shares of Class A Common Stock outstanding as
of January 23, 2023 as reported in the Issuer’s Form S-1/A registration statement, filed with the Securities and Exchange Commission
on January 30, 2023 and assumes no exercise of warrants, if any, held by the Reporting Persons.
Cantor
Fitzgerald & Co. (“CF&CO”) is the record holder of 394,500 shares of Class A Common Stock as of January 23, 2023,
and CF Principal Investments, LLC (“CFPI”) is the record holder of 1,052,632 shares of Class A Common Stock as of January
23, 2023.
CF
Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“Cantor”) and
directly or indirectly controls the managing general partners of CF&CO and Cantor Fitzgerald Securities (“CFS”).
CFS is the managing member of CFPI. 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, CFS, CFGM and Mr. Lutnick may be deemed
to have beneficial ownership of the securities directly held by CFPI, and each of Cantor, CFGM and Mr. Lutnick may be needed to have
beneficial ownership of the securities directly held by CF&CO. 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. 03832J106 |
SCHEDULE
13G |
Page
10 of 12 |
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. 03832J106 |
SCHEDULE
13G |
Page
11 of 12 |
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:
January 30, 2023
|
CANTOR FITZGERALD & CO. |
|
|
|
By: |
/s/ Howard W. Lutnick |
|
Name: |
Howard W. Lutnick |
|
Title: |
Chief Executive Officer |
|
|
|
CF Principal Investments, LLC |
|
|
|
By: |
/s/ Mark Kaplan |
|
Name: |
Mark Kaplan |
|
Title: |
Chief Operating Officer |
|
|
|
CANTOR FITRZGERALD 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 |
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Howard W. Lutnick |
CUSIP
No. 03832J106 |
SCHEDULE
13G |
Page
12 of 12 |
Exhibit
Index
Appreciate (NASDAQ:SFR)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Appreciate (NASDAQ:SFR)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024