Statement of Ownership (sc 13g)
16 November 2022 - 8:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
UTA
Acquisition Corp |
| (Name
of Issuer) |
| |
| Class
A Ordinary Shares, par value $0.0001 per share |
| (Titles
of Class of Securities) |
| |
G9473A109 |
| (CUSIP
Number) |
| |
| November
9, 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. G9473A109 |
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
1,180,731* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
1,180,731* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,731* |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13% |
|
| 12 |
TYPE
OF REPORTING PERSON
PN |
|
FOOTNOTE:
| * | Consists
of total of 1,180,731 shares of common stock. |
| CUSIP
No. G9473A109 |
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
1,180,731* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
1,180,731* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,731* |
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13% |
|
| 12 |
TYPE
OF REPORTING PERSON
PN |
|
FOOTNOTES:
| * | Consists
of total of 1,180,731 shares of common stock. |
| CUSIP
No. G9473A109 |
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
1,180,731* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
1,180,731* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,731* |
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13% |
|
| 12 |
TYPE
OF REPORTING PERSON
CO |
|
FOOTNOTES:
| * | Consists
of total of 1,180,731 shares of common stock. |
| CUSIP
No. G9473A109 |
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
1,180,731* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
1,180,731* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,731* |
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13% |
|
| 12 |
TYPE
OF REPORTING PERSON
IN |
|
FOOTNOTE:
| * | Consists of total of 1,180,731 shares of common stock. |
| CUSIP
No. G9473A109 |
SCHEDULE
13G |
Page
6 of 10 |
| Item
1(a). |
Name
of Issuer: |
| |
|
| |
UTA
Acquisition Corp |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
| |
|
| |
135
5TH AVENUE, 7TH FLOOR, NEW YORK, NY, 10010 |
| |
|
| 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: |
| |
|
| |
G9473A109 |
| 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. G9473A109 |
SCHEDULE
13G |
Page
7 of 10 |
| Item
4. |
Ownership |
| |
|
| |
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by
reference. |
| |
|
| |
As
of November 1, 2022, the Reporting Persons may be deemed to beneficially own an aggregate
of 1,180,731 Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”)
of UTA Acquisition Corp (the “Issuer”), representing 5.13% 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 August 12, 2022 as reported in the Issuer’s 10-Q filed with
the Securities and Exchange Commission on August 12, 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. G9473A109 |
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. G9473A109 |
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: November 16, 2022
| |
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 –
UTA Acquisition Corp – November 2022]
| CUSIP
No. G9473A109 |
SCHEDULE
13G |
Page
10 of 10 |
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