Statement of Ownership (sc 13g)
27 October 2022 - 8:18AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
Live
Oak Crestview Climate Acquisition Corp |
(Name
of Issuer) |
|
Class
A Ordinary Shares, par value $0.0001 per share |
(Titles
of Class of Securities) |
|
538086109 |
(CUSIP
Number) |
|
October
18, 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. 538086109 |
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
1,191,160* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,191,160* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,191,160* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96% |
|
12 |
TYPE OF REPORTING PERSON
PN |
|
FOOTNOTE:
* | Consists
of 1,191,160 shares of common stock. |
CUSIP
No. 538086109 |
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
1,191,160* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,191,160* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,191,160* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96% |
|
12 |
TYPE OF REPORTING PERSON
PN |
|
FOOTNOTES:
| * | Consists
of 1,191,160 shares of common stock. |
CUSIP
No. 538086109 |
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
1,191,160* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,191,160* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,191,160* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96% |
|
12 |
TYPE OF REPORTING PERSON
CO |
|
FOOTNOTES:
* | Consists
of 1,191,160 shares of common stock. |
CUSIP
No. 538086109 |
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
1,191,160* |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,191,160* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,191,160* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96% |
|
12 |
TYPE OF REPORTING PERSON
IN |
|
FOOTNOTE:
* | Consists
of 1,191,160 shares of common stock. |
CUSIP
No. 538086109 |
SCHEDULE
13G |
Page
6 of 10 |
Item
1(a). |
Name
of Issuer: |
|
|
|
Live
Oak Crestview Climate Acquisition Corp |
|
|
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
4921
WILLIAM ARNOLD ROAD, MEMPHIS, TN, 38117 |
|
|
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: |
|
|
|
538086109 |
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. 538086109 |
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 October 11, 2022, the Reporting Persons may be deemed to beneficially own an aggregate of 1,191,160 Class A Ordinary Shares, par
value $0.0001 per share (“Ordinary Shares”) of Live Oak Crestview Climate Acquisition Corp (the “Issuer”),
representing 5.96% of the Issuer’s outstanding Common Stock. |
|
|
|
The
percentage of the Common Stock held by the Reporting Persons is based on 20,000,000 Ordinary Shares outstanding as of August 10,
2022 as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on August 11, 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. 538086109 |
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. 538086109 |
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:
October 26, 2022
|
CANTOR
FITZGERALD SECURITIES |
|
By: |
/s/ Howard W. Lutnick |
|
|
Name:
Howard W. Lutnick |
|
|
Title:
Chief Executive Officer |
|
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 |
[Schedule
13G – Live Oak Crestview Climate Acquisition Corp – October 2022]
CUSIP
No. 538086109 |
SCHEDULE
13G |
Page 10 of 10 |
Exhibit
Index
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