Form SCHEDULE 13G Cardinal Infrastructure Filed by: Spivey Jeremy Simmons
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
CARDINAL INFRASTRUCTURE GROUP INC. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
14154A102 (CUSIP Number) |
12/31/2025 (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) |
SCHEDULE 13G
|
| CUSIP No. | 14154A102 |
| 1 | Names of Reporting Persons
Jeremy Simmons Spivey | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,229,848.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
45.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 14154A102 |
| 1 | Names of Reporting Persons
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NORTH CAROLINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,229,848.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
45.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
CARDINAL INFRASTRUCTURE GROUP INC. | |
| (b) | Address of issuer's principal executive offices:
100 E. SIX FORKS RD., SUITE 300, RALEIGH, NC. 27609 | |
| Item 2. | ||
| (a) | Name of person filing:
Jeremy Simmons Spivey | |
| (b) | Address or principal business office or, if none, residence:
c/o Cardinal Infrastructure Group Inc.
100 E. Six Forks Rd.
Suite 300
Raleigh, NC. 27609 | |
| (c) | Citizenship:
United States of America. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
14154A102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the 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) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership information presented below represents beneficial ownership of the shares of Class A Common Stock as of December 31, 2025, based upon 14,947,318 shares of Class A Common Stock outstanding as of December 31, 2025 plus 12,229,848 shares which the Reporting Person had the right to acquire within 60 days of December 31, 2025 .
Jeremy Simmons Spivey - 12,229,848
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 12,229,848 | |
| (b) | Percent of class:
Jeremy Simmons Spivey - 45.0%
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 45.0% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Jeremy Simmons Spivey - 10,179,004
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 2,050,844 | ||
| (ii) Shared power to vote or to direct the vote:
Jeremy Simmons Spivey - 2,050,844
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 10,179,004 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Jeremy Simmons Spivey - 10,179,004
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 2,050,844 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Jeremy Simmons Spivey - 2,050,844
Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24 - 10,179,004
As of December 31 2025, Jeremy Simmons Spivey was the record holder of 10,179,004 shares of Class A Common Stock underlying the LLC Units of Cardinal Holdings and associated shares of Class B Common Stock of the Issuer, which may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a one-for-one basis. Mr. Spivey is the spouse of the trustee of the Spivey Family 2024 Irrevocable Trust U/A dated 5/13/24, as amended (the "Spivey Family Trust"), and as a result, may be deemed to share beneficial ownership of the securities held by the Spivey Family Irrevocable Trust. As a result, Mr. Spivey may be deemed to share beneficial ownership of the shares of Class A Common Stock underlying the LLC Units directly held by the Spivey Family Trust. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
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. | Certifications: |
Not Applicable
|
| 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.
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Exhibit Information
|
99 Joint Filing Agreement. |
ATTACHMENTS / EXHIBITS
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