Cantor Equity Partners Inc-A SEC Filings

Cantor Equity Partners (CEP) filed its Q3 2025 10‑Q, reporting net income of $2,056,168, driven by $1,132,342 of interest income on Trust investments and a $1,559,663 gain from forward sale securities, offset by $605,837 of general and administrative costs and $30,000 of related‑party admin expenses. For the nine months, net income was $3,252,415.

The Trust Account held U.S. Treasury bills at a fair value of $105,301,074. Class A shares subject to redemption totaled $106,801,179 at $10.68 per share as of September 30, 2025. CEP had a working capital deficit of approximately $1,762,000 and $904,335 drawn on a $1,750,000 Sponsor Loan. As of November 14, 2025, 10,300,000 Class A and 2,500,000 Class B shares were outstanding.

Deal progress: CEP entered a Business Combination Agreement with Pubco (Twenty One Capital, Inc.) and others, alongside PIPE commitments: $340,200,000 of Pubco 1.00% convertible notes (plus a $100,000,000 option exercised May 22, 2025), a $200,000,000 April Equity PIPE (20,000,000 shares at $10.00), and a $165,000,000 June Equity PIPE (7,857,143 shares at $21.00). Management disclosed substantial doubt about going concern given an August 14, 2026 deadline to complete a business combination.

Cantor Equity Partners set an extraordinary meeting for December 3, 2025 to approve its merger with Twenty One Assets, forming Twenty One Capital, Inc. (Pubco). The prospectus covers up to 315,116,673 shares of Pubco Class A common stock.

The deal is supported by multiple financings: $340.2M of 1.00% convertible notes due 2030 plus a fully subscribed $100M option, and equity PIPEs of 20,000,000 CEP Class A shares for $200M and 7,857,143 shares for $165M at $21. Tether and Bitfinex will contribute 31,500 Bitcoin to Twenty One under a contribution agreement, and Tether will sell PIPE Bitcoin to Pubco at Closing for cash equal to related PIPE proceeds.

Under the no‑redemptions scenario, holders would own approximately: Public Shareholders 2.7% of Class A; Sellers 65.7% and SoftBank 22.3% of Class A. Voting will be held solely by Class B, with Sellers at 74.7% and SoftBank at 25.3%, while Class A has no voting rights until Class B is canceled. Estimated redemption price is about $10.68–$10.70 per share. Pubco seeks listing under ticker “XXI”; CEP shares will cease trading at Closing.

On 10/06/2025, Brandon Lutnick reported that trusts for which he is trustee acquired the voting shares of CF Group Management, Inc., the managing general partner of Cantor Fitzgerald, L.P., for an aggregate purchase price of $200,000. Through the resulting ownership chain, the Sponsor holds 300,000 Class A ordinary shares and 2,500,000 Class B ordinary shares of Cantor Equity Partners, Inc. (CEP). The Class B shares convert one-for-one into Class A shares at the company’s initial business combination or at holder option. Lutnick identifies himself as Chairman and CEO of the Sponsor entities and disclaims beneficial ownership beyond any pecuniary interest.

Howard W. Lutnick reported the sale of voting shares of CF Group Management, Inc. that previously gave him indirect control of Cantor Equity Partners, Inc. The transaction closed on 10/06/2025 and resulted in the reporting person no longer having beneficial ownership of 300,000 Class A ordinary shares and 2,500,000 Class B ordinary shares held by the Sponsor.

The aggregate sale price for the voting shares of CFGM was $200,000. The filing reiterates that Class B shares convert one-for-one into Class A shares at the time of an initial business combination or at the holder’s option. The reporting person disclaims beneficial ownership of shares held by the Sponsor except for any pecuniary interest.

Cantor Equity Partners, Inc. reported that Howard W. Lutnick completed a divestiture of his holdings and, as of October 6, 2025, no longer beneficially owns any Class A or Class B ordinary shares. The filing amends prior Schedule 13D disclosures and states Mr. Lutnick has zero voting and dispositive power over the issuer's securities and ceased to be a beneficial owner of more than 5% of outstanding ordinary shares.

The amendment is filed solely to reflect this change in ownership status and to indicate that Mr. Lutnick will no longer be a reporting person for these securities.

Cantor EP Holdings, Cantor Fitzgerald, CF Group Management and Brandon G. Lutnick filed Amendment No. 4 to a Schedule 13D reporting collective beneficial ownership of 2,800,000 Ordinary Shares, or 21.9% of 12,800,000 issued and outstanding Ordinary Shares as of August 14, 2025. The Sponsor directly holds 300,000 Class A and 2,500,000 Class B shares; the Class B shares convert one-for-one into Class A upon an initial business combination.

The filing reports that Howard W. Lutnick completed a divestiture and no longer holds voting or dispositive power, and that trusts controlled by Brandon G. Lutnick purchased voting shares of CF Group Management for $200,000, with the purchase closing on October 6, 2025 after agreements dated May 16, 2025.

Cantor Equity Partners, Inc. (CEP) filed an Form 3 reporting that Louis R. Zurita, listed at the Cantor Equity Partners address in New York, is a Director and the reporting person. The form states no securities are beneficially owned by Mr. Zurita as of the event date 08/14/2025. The filing is signed and dated 08/19/2025, confirming an initial ownership disclosure with an explicit statement of zero holdings.

Schedule 13G/A filed jointly by four First Trust entities reports no beneficial ownership in Cantor Equity Partners. The filing identifies First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC as the reporting persons and states they collectively own 0 shares (0.00%) of the company’s Class A Ordinary Shares. The filing explains that First Trust Capital Management acts as an investment adviser with authority to purchase, vote and dispose of securities for client accounts and that First Trust Capital Solutions and FTCS Sub GP may be deemed control persons of that adviser; nevertheless, none of the entities holds any voting or dispositive power over the issuer’s shares. The filing is presented as an amendment and includes a joint filing agreement among the reporting persons.