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.
Cantor Equity Partners, Inc. filings document the SPAC's blank-check structure, emerging growth company status, shareholder voting matters, and capital-structure disclosures. Its 8-K reports cover material events such as board and committee appointments, security-holder votes, material agreements, and SPAC-related security-structure matters.
The filing record also includes proxy-related disclosure for business-combination voting matters, governance procedures, risk factors, redemption and trust-account mechanics, and the formal reporting framework used by a Cayman Islands blank-check issuer during its public-company lifecycle.
Cantor Equity Partners, Inc. received an amended Schedule 13G filing showing that Citadel entities and Kenneth Griffin report no beneficial ownership of its Class A ordinary shares as of December 31, 2025. Each reporting person lists 0 Shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power.
The filing confirms that any securities were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the company. The statement is jointly filed by multiple Citadel-affiliated entities and Mr. Griffin, and is signed by Seth Levy, including in his capacity as attorney-in-fact for Kenneth Griffin.
Susquehanna Securities, LLC reports that it no longer beneficially owns any Class A Ordinary Shares of Cantor Equity Partners, Inc., with aggregate ownership shown as 0.00 shares, or 0.0% of the class. The firm is identified as a broker-dealer registered under section 15 of the Exchange Act.
The filing explains that Cantor Equity Partners merged with and into Twenty One Merger Sub D, effective December 8, 2025, and the separate corporate existence of Cantor Equity Partners ceased at the effective time of the merger. Susquehanna certifies that any securities referenced were held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
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) provides an investor communication highlighting its pending business combination with Twenty One Capital, Inc. and related PIPE financings through a previously filed Form S-4 registration statement and proxy/prospectus. The filing includes extended interview remarks from Twenty One’s CEO, Jack Mallers, explaining that he co-founded the business with Tether, SoftBank is the largest outside investor, and Cantor serves as the SPAC partner. Mallers describes Twenty One’s thesis as combining a Bitcoin-focused operating business with a large Bitcoin treasury, positioning the company between Coinbase’s exchange model and MicroStrategy’s primarily financial-engineering approach. He outlines potential high-margin Bitcoin-related financial services opportunities in exchange/brokerage, lending, and treasury, noting that credit markets on top of Bitcoin are early, with an estimated $25 billion lending market on a roughly $2 trillion Bitcoin asset base. Completion of the proposed transactions remains subject to CEP shareholder approval and other closing conditions, and detailed terms are contained in the S-4 and proxy/prospectus filed with the SEC.
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 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.