Welcome to our dedicated page for Cantor Equity Partners Inc-A SEC filings (Ticker: CEP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Cantor Equity Partners, Inc. (CEP) aggregates the company’s regulatory disclosures as a special purpose acquisition company and as the SPAC vehicle for the listing of Twenty One Capital, Inc. CEP’s filings include current reports on Form 8-K, registration-related documents, and proxy materials that describe its structure, financing, and the terms of its business combination.
Investors can use these filings to understand how CEP was organized as a Cayman Islands exempted company, how proceeds from its Nasdaq initial public offering were placed into a trust account, and how its sponsor, an affiliate of Cantor Fitzgerald, participated in the transaction. Form 8-K reports detail the entry into the Business Combination Agreement with Twenty One Capital, Inc., Twenty One Assets, LLC, Tether Investments, iFinex (Bitfinex), and an affiliate of SoftBank, as well as subsequent amendments to that agreement.
Additional filings describe PIPE financing arrangements, including 1.00% convertible senior secured notes due 2030 and equity PIPE subscriptions for CEP Class A ordinary shares, along with related Bitcoin purchase and sale agreements involving Tether. CEP’s reports also cover the confidential and later public filing of a registration statement on Form S-4, which includes a proxy statement/prospectus for CEP shareholders in connection with the proposed business combination.
One of the key filings is CEP’s Form 8-K reporting the results of the extraordinary general meeting at which shareholders approved the business combination, organizational document changes, and Nasdaq-related share issuance proposals. That filing, together with related press releases, explains that following completion of the transaction the combined company operates as Twenty One Capital, Inc., with its Class A common stock trading on the New York Stock Exchange under the ticker XXI.
On Stock Titan, these filings are supplemented with AI-generated summaries that highlight the main terms, structural changes, and risk factor references in each document. Users can quickly see what each 8-K, registration statement, or proxy filing covers, while still having access to the full text from EDGAR for detailed review. This combination of real-time updates and plain-language explanations helps readers follow CEP’s progression from a SPAC to the completed business combination with Twenty One Capital, Inc.
Cantor Equity Partners, Inc. reported a series of sponsor share movements tied to its business combination and SPAC merger. On December 8, 2025, its sponsor, Cantor EP Holdings, LLC, received 124,743 Class A ordinary shares at $10.00 per share as repayment of amounts outstanding under an amended and restated promissory note.
On the same date, 2,500,000 Class B ordinary shares were converted into an aggregate of 9,463,886 Class A ordinary shares under anti-dilution provisions in the company’s memorandum and articles. Immediately after this conversion, the sponsor surrendered 1,418,782 Class A ordinary shares to the issuer for no consideration under a sponsor support agreement. In connection with the SPAC Merger, the sponsor’s remaining 8,469,847 Class A ordinary shares were exchanged for an equal number of Class A common shares of Pubco, leaving the sponsor with no Class A or Class B shares of Cantor Equity Partners.
Cantor Equity Partners, Inc. (CEP) reported that shareholders approved its proposed business combination with Twenty One Capital, Inc. and related entities at an extraordinary general meeting held on December 3, 2025. The main business combination agreement, which includes mergers involving CEP and Twenty One Assets, LLC with affiliates of a new Texas-based Pubco, received 5,158,609 votes in favor versus 16,069 against.
Shareholders also approved amendments removing the $5,000,001 net tangible asset requirement, multiple governance changes for the future Pubco board, and a Nasdaq-related proposal authorizing the issuance of Pubco stock, CEP shares for a sponsor loan, Equity PIPE shares and shares underlying convertible notes and an incentive plan. Only 1,596 public shares were redeemed for approximately $17,158.06 in total, at about $10.75 per share, leaving 9,998,404 public shares outstanding. With these approvals, CEP expects the business combination to be completed once remaining conditions are satisfied.
Cantor Equity Partners, Inc. (CEP)Twenty One Capital, Inc.
Cantor Equity Partners, Inc. (CEP) filed an investor communication about its pending business combination with Twenty One Capital, Inc. (Pubco) and related convertible senior secured notes and common equity PIPE financings. The filing includes an interview where Pubco CEO Jack Mallers outlines Twenty One’s strategy as a Bitcoin-focused operating company that combines cash-generating businesses with a large corporate Bitcoin treasury. He notes that Twenty One holds about 43,514 Bitcoin and aims to increase that position after becoming publicly listed. Mallers says final updates to the Form S-4 have been submitted and that a CEP shareholder vote on the transaction is scheduled for December 3. The communication emphasizes that shareholders should review the S-4 registration statement and proxy/prospectus and highlights extensive forward-looking risk factors, including deal completion, listing, redemptions and the high volatility and regulatory uncertainty surrounding Bitcoin.
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
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
The aggregate sale price for the voting shares of CFGM was
Cantor Equity Partners, Inc. reported that Howard W. Lutnick completed a divestiture of his holdings and, as of
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
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
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