Cantor Equity Partners Inc-A SEC Filings

Cantor Equity Partners, Inc. received an amended Schedule 13G/A from Aristeia Capital, L.L.C. reporting that the reporting person may be deemed the beneficial owner of 0 Class A ordinary shares, representing 0% of the class. The filing identifies the Class A ordinary shares (CUSIP G4491L104) and cites the issuer's outstanding share count of 2,938,000 as of August 8, 2025, and a referenced figure of 1,650,000 used in the percentage calculation. The document includes the issuer's principal office address in New York and states the report relates to the June 30, 2025 event date. The filing was signed by Andrew B. David, Chief Operating Officer of Aristeia, on 08/14/2025.

Cantor Equity Partners, Inc. is a blank check company that completed its Initial Public Offering on August 14, 2024, selling 10,000,000 Public Shares for $100,000,000 and a simultaneous Private Placement of 300,000 shares for $3,000,000. Net proceeds of $100,000,000 were placed in a Trust Account invested in U.S. government treasury bills; the Trust Account fair value was $104,166,637 as of June 30, 2025 and generated $2,272,072 of interest income for the six months ended June 30, 2025. The company reported net income of $1,196,247 for the six months ended June 30, 2025 and total assets of $104,488,263.

The company entered into a Business Combination Agreement dated April 22, 2025 with Pubco and Twenty One and contemporaneous PIPE and convertible note subscription arrangements, including $340,200,000 in Convertible Notes (plus an exercised $100,000,000 Option), an April Equity PIPE of $200,000,000, and a June Equity PIPE of $165,000,000. As of June 30, 2025 the company had a working capital deficit of approximately $1,152,000, $646,000 outstanding under the Sponsor Loan, and Class A shares subject to possible redemption recorded at a redemption value of $105,666,742. The Combination Period extends to August 14, 2026, after which failure to consummate a Business Combination would trigger redemption and winding up procedures.

Cantor Equity Partners, Inc. Class A ordinary shares are the subject of this Schedule 13G/A filing by two reporting persons. MMCAP International Inc. SPC (organized in the Cayman Islands) and MM Asset Management Inc. (organized in Ontario, Canada) each report beneficial ownership of 0 shares (0%) of the Class A ordinary shares and state they have no sole or shared voting or dispositive power over the shares.

The filing includes a certification that the securities were not acquired to influence control of the issuer and indicates no group relationships or ownership above 5% on behalf of others. The disclosure is procedural and records absence of any present economic stake or voting influence by the filers.

Cantor Equity Partners (Nasdaq:CEP) filed an 8-K disclosing new financing steps tied to its pending merger with Twenty One Capital.

• $165 million June Equity PIPE – 7,857,143 Class A shares at $21; proceeds allocated to purchase Bitcoin from Tether.
• Convertible Notes PIPE enlarged to $486.5 million after full exercise of the $100 million option.
• Sponsor Support Agreement amended to allow share forfeiture and a revised share-for-note exchange formula.
• SoftBank Purchase Agreement restated to reflect Bitcoin transaction and updated valuation formulas.

CEP now has commitments exceeding $800 million, bolstering deal funding but increasing dilution and crypto exposure.

Cantor Equity Partners, Inc. (CEP) filed an 8-K announcing a new private placement that bolsters financing for its pending business combination with Twenty One Capital, Inc. (Pubco) and related entities.

June Equity PIPE details:

• New investors committed to purchase 7,857,143 Class A ordinary shares at $21.00 per share, generating $165 million in gross proceeds.
• Investors may fund in cash or Bitcoin, priced off the CME CF Bitcoin Reference Rate (10-day average).
• To date, investors elected to purchase 676,191 shares for 132.9547 Bitcoin; the remaining 7,180,952 shares will be purchased for cash.
• Proceeds will be used by Pubco to acquire an equivalent amount of Bitcoin ("June PIPE Bitcoin"), which Pubco will then repurchase from Tether within ten business days of closing.

Closing of the June Equity PIPE is conditioned on completion of the broader Business Combination first announced 22 April 2025. Earlier PIPE tranches include: (i) $486.5 million of 1.00% convertible senior secured notes due 2030 and (ii) a $200 million equity PIPE, both disclosed in April.

Share registration & termination terms: CEP and Pubco will seek to register the shares (and any Pubco Class A stock issued at closing) via the Form S-4 Registration Statement. If any shares are excluded, Pubco must file a resale registration within 30 days post-closing and obtain effectiveness within 90-180 days. Each June Equity PIPE Subscription Agreement terminates if (i) the Business Combination Agreement is terminated, (ii) parties mutually agree, or (iii) 22 April 2026 passes without closing.

The securities are being offered under Section 4(a)(2) / Regulation D and are unregistered at this stage.