Rekor Systems, Inc. — Major Shareholding Notification 2024

Feb 13, 2024

SC 13G 1 ea193615-13gcantor_rekor.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

| Rekor
Systems, Inc. |
| --- |
| (Name
of Issuer) |
| Common
Stock $0.0001 par value per share |
| (Titles
of Class of Securities) |
| 759419104 |
| (CUSIP
Number) |
| December
31, 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:

| ☒ | 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 ).

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CUSIP No. 759419104 SCHEDULE 13G Page 2 of 6

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cantor Fitzgerald Europe
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)
☐ (b)
☐
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 3,507,335 |
| --- | --- |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER See row 5 above |
| 8 | SHARED DISPOSITIVE POWER 0 |

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON See row 5 above | |
| --- | --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% | |
| 12 | TYPE OF REPORTING PERSON FI | |

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CUSIP No. 759419104 SCHEDULE 13G Page 3 of 6

Item 1(a).	Name of Issuer:
	Rekor Systems, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	7172 COLUMBIA GATEWAY DRIVE, SUITE 400, COLUMBIA, MD, 2104
Item 2(a).	Name of Person Filing:
	Cantor Fitzgerald Europe
Item 2(b).	Address of Principal Business Office or, if none,
Residence:
	5 Churchill Place London E14 5HU United Kingdom
Item 2(c).	Citizenship:
	United Kingdom
Item 2(d).	Titles of Classes of Securities:
	Common Stock, par value $0.0001 per share
Item 2(e).	CUSIP Number:
	759419104

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: Foreign broker dealer

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CUSIP No. 759419104 SCHEDULE 13G Page 4 of 6

| Item 4. |
| --- |
| The responses to Items 5-11 of the cover pages of this Schedule
13G are incorporated herein by reference. As of December 31, 2023, the Reporting Person may be deemed to
beneficially own an aggregate of 3,507,335 shares of Common Stock (“Common Stock”) of Rekor Systems, Inc. (the “Issuer”),
representing 5.1% of the Issuer’s outstanding Common Stock. The percentage of the Common Stock held by the Reporting Person
is based on 69,147,093 shares of Common Stock outstanding as of November 14, 2023 as reported in the Issuer’s Form 10-Q dated
September 30, 2023 filed with the Securities and Exchange Commission on November 14, 2023. |

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CUSIP No. 759419104 SCHEDULE 13G Page 5 of 6

| 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.

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CUSIP No. 759419104 SCHEDULE 13G Page 6 of 6

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 13, 2024

CANTOR FITRZGERALD EUROPE

By:
Name:
Charles Hastie
Title: Authorized
Signatory

[Schedule 13G – Rekor Systems, Inc. - February 2024]

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