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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 27, 2025 (June 23, 2025)
CANTOR
EQUITY PARTNERS, INC.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42250 |
|
98-1576482 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 110
East 59th Street, New York, NY |
|
10022 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (212) 938-5000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A ordinary shares,
par value $0.0001 per share |
|
CEP |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported on Current Reports on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”),
on April 22, 2025, Cantor Equity Partners, Inc., a Cayman Islands exempted company (“CEP”), entered into a Business Combination
Agreement (the “Business Combination Agreement”) with Twenty One Capital, Inc., a Texas corporation (“Pubco”),
Twenty One Merger Sub D, a Cayman Islands exempted company, Twenty One Assets, LLC, a Delaware limited liability company (“Twenty
One”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether”),
iFinex, Inc., a British Virgin Islands company, and solely for the purposes of certain provisions in the Business Combination Agreement,
Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”), for a proposed business combination (the “Business
Combination”).
Contemporaneously
with the execution of the Business Combination Agreement, CEP and Pubco entered into (i) subscription agreements (the “Convertible
Note Subscription Agreements”) with certain investors, pursuant to which such investors agreed to acquire 1.00% convertible senior
secured notes due 2030 (the “Convertible Notes”) in an aggregate principal amount of $340.2 million (the “Subscription
Notes”), which number excludes the option (the “Option”) granted to such investors to purchase additional Convertible
Notes up to an aggregate principal amount of $100 million included in the Convertible Note Subscription Agreements, which Option was
exercised in full by certain of such investors and Cantor EP Holdings, LLC (the “Sponsor”) on May 22, 2025 (the Convertible
Notes to be issued pursuant to the Option, the “Option Notes”), (ii) subscription agreements with certain investors, pursuant
to which such investors agreed to purchase 20,000,0000 Class A ordinary shares of CEP, par value $0.0001 per share (“CEP Class
A ordinary shares”), for an aggregate purchase price of $200 million ($10.00 per share), payable in either cash or Bitcoin (the
“April Equity PIPE”), (iii) that certain Sponsor Support Agreement with the Sponsor (the “Sponsor Support Agreement”),
pursuant to which, among other matters, Pubco and the Sponsor agreed to enter into a Securities Exchange Agreement at the closing of
the Business Combination (the “Closing”), pursuant to which the Sponsor will exchange a number of its shares of Class A common
stock of Pubco, par value $0.01 per share (“Pubco Class A Stock”), in exchange for Convertible Notes (such exchanged Convertible
Notes, the “Exchange Notes”) and (iv) an engagement letter with Cantor Fitzgerald & Co. (“CF&Co.”), pursuant
to which, among other matters, CF&Co. may be entitled to receive Convertible Notes on the terms set forth therein (the “Engagement
Letter Notes”). In connection with the exercise of the Option, on May 22, 2025, the Sponsor entered into a subscription agreement
on substantially the same terms as the Convertible Note Subscription Agreements with respect to its pro rata allotment of the Option
Notes. The purchase, sale and issuance of the Subscription Notes, the Option Notes, the Exchange Notes and the Engagement Letter Notes
are collectively referred to herein as the “Convertible Notes PIPE” and the aggregate principal amount of the Convertible
Notes PIPE is $486.5 million.
On
June 19, 2025, CEP and Pubco entered into subscription agreements with certain investors (the “June Equity PIPE Investors”),
pursuant to which CEP agreed to issue, and the June Equity PIPE Investors agreed to purchase, 7,857,143 CEP Class A ordinary shares for
an aggregate purchase price of $165 million ($21.00 per share), in a private placement (the “June Equity PIPE,” and together
with the Convertible Notes PIPE and the April Equity PIPE, the “PIPE Offerings”). The net proceeds of the June Equity PIPE
will be used by Pubco to purchase the June PIPE Bitcoin (as defined below).
June
PIPE Bitcoin Sale and Purchase Agreement
On
June 23, 2025, Tether, Pubco, SoftBank and, solely for certain limited purposes, CEP, entered into a sale and purchase agreement (the
“June PIPE Bitcoin Sale and Purchase Agreement”), pursuant to which Tether agreed to purchase a number of Bitcoin equal to
approximately $147.5 million, being the aggregate gross cash proceeds of the June Equity PIPE less a holdback of $3.3 million (such Bitcoin,
the “June PIPE Bitcoin” and such net proceeds, the “June PIPE Net Proceeds”), no later than July 3, 2025. At
the Closing and upon the funding of the June Equity PIPE, Pubco shall purchase from Tether the June PIPE Bitcoin for an aggregate price
equal to the June PIPE Net Proceeds.
The
form of June PIPE Bitcoin Sale and Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing
description thereof is qualified in its entirety by reference to the full text of the form of the June PIPE Bitcoin Sale and Purchase
Agreement and the terms of which are incorporated by reference herein.
Amendment
to Sponsor Support Agreement
On
June 25, 2025, CEP, Pubco and the Sponsor entered into Amendment No. 1 to Sponsor Support Agreement (the “Sponsor Support Agreement
Amendment”), which amends the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement Amendment, the Sponsor has agreed
that it may, subject to the conditions specified therein, forfeit a number of CEP Class A ordinary shares it receives upon conversion
of its Class B ordinary shares of CEP pursuant to the anti-dilution provisions of CEP’s amended and restated memorandum and articles
of association pursuant to the formula set forth therein. In addition, the form of Securities Exchange Agreement to be entered into by
the Sponsor and Pubco immediately after the Closing has been amended and restated in the form attached to the Sponsor Support Agreement
Amendment to modify the formula used to determine the number of shares of Pubco Class A Stock that the Sponsor will exchange for Exchange
Notes.
The
Sponsor Support Agreement Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description thereof
is qualified in its entirety by reference to the full text of the Sponsor Support Agreement Amendment and the terms of which are incorporated
by reference herein.
Item
8.01 Other Events.
Amended
and Restated Softbank Purchase Agreement
On
June 23, 2025, Tether and SoftBank entered into an Amended and Restated Sale and Purchase Agreement (the “Amended and Restated
SoftBank Purchase Agreement”), which amends and restates the SoftBank Purchase Agreement, dated as of April 22, 2025, by and between
Tether and SoftBank (the “Original Softbank Purchase Agreement”).
Pursuant
to the Amended and Restated SoftBank Purchase Agreement, immediately following the Closing: (i) SoftBank will pay Tether a purchase price
calculated in accordance with the terms of the Amended and Restated SoftBank Purchase Agreement either in cash or, in part, by reducing
the number of SoftBank Shares (as defined below) to which SoftBank would otherwise be entitled in accordance with the terms of the Amended
and Restated SoftBank Purchase Agreement (the “Purchase Price”); and (ii) Tether will transfer to SoftBank an equal number
of shares of Pubco Class A Stock and shares of Class B common stock of Pubco, par value $0.01 per share (such shares, the “SoftBank
Shares”), calculated pursuant to an agreed formula.
The
Amended and Restated Softbank Purchase Agreement modifies the following elements of the Original SoftBank Purchase Agreement: (i) the
formulation for calculating the number of SoftBank Shares that Softbank will receive and (ii) the formulation for calculating the Purchase
Price to, among other things, account for the June PIPE Bitcoin to be purchased by Tether and sold to Pubco pursuant to the June PIPE
Bitcoin Sale and Purchase Agreement.
The
Amended and Restated Softbank Purchase Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and the foregoing description
thereof is qualified in its entirety by reference to the full text of the form of the Softbank Purchase Agreement and the terms of which
are incorporated by reference herein. The information furnished under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in any such filing.
Additional
Information and Where to Find It
Pubco
and Twenty One intend to file with the SEC the Registration Statement, which will include a preliminary proxy statement of CEP and a
prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination and the PIPE Offerings (collectively,
the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders
of CEP as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus.
CEP and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This Report does not contain all of
the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS
OF CEP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO,
AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH CEP’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT CEP, TWENTY ONE, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the
Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEP and
Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners,
Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to Twenty One Capital,
Inc., via email at info@xxi.money, respectively.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The
convertible notes of Pubco and the CEP Class A ordinary shares to be issued in the PIPE Offerings have not been registered under the
Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements of the Securities Act.
Participants
in the Solicitation
CEP,
Twenty One, Pubco and their respective directors, executive officers, certain of their shareholders and other members of management and
employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEP’s shareholders in connection
with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions
and their ownership of CEP’s securities are, or will be, contained in CEP’s filings with the SEC, including CEP’s Annual
Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025. Additional information regarding the interests
of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CEP’s shareholders in connection
with the Proposed Transactions, including the names and interests of the directors and executive officers of CEP, Twenty One and Pubco,
will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed with the SEC. Investors
and security holders may obtain free copies of these documents as described above.
No
Offer or Solicitation
The
information contained in this Report is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell
or exchange, or a solicitation of an offer to buy or exchange the securities of CEP, Twenty One or Pubco, or any commodity or instrument
or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No
offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under
the Securities Act.
Forward-Looking
Statements
This
Report contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed
Transactions involving CEP, Pubco and Twenty One, including expectations, intentions, plans, prospects regarding CEP, Pubco, Twenty One
and the Proposed Transactions and statements regarding the anticipated timing of the completion of the Proposed Transactions, assets
held by Pubco, use of proceeds and the satisfaction of closing conditions to the Proposed Transactions. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements
about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including, but
not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect
the price of CEP’s securities; the risk that the Proposed Transactions may not be completed by CEP’s business combination
deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval
of CEP’s shareholders, or any of the PIPE Offerings; failure to realize the anticipated benefits of the Proposed Transactions;
the level of redemptions of CEP’s public shareholders which may reduce the public float of, reduce the liquidity of the trading
market of, and/or maintain the quotation, listing, or trading of the CEP Class A ordinary shares or the shares of Pubco Class A Stock;
the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Pubco to
obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; costs related
to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory
conditions; risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of
Bitcoin; the risk that Pubco’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease
between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any
time after the closing of the Proposed Transactions; risks related to increased competition in the industries in which Pubco will operate;
risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; risks relating to the treatment
of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions, Pubco experiences difficulties
managing its growth and expanding operations; the risks that growing Pubco’s learning programs and educational content could be
difficult; challenges in implementing Pubco’s business plan including Bitcoin-related financial and advisory services, due to operational
challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which
Pubco Class A Stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco Class A Stock and restrict reliance
on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings
that may be instituted against CEP, Pubco, Twenty One or others following announcement of the Proposed Transactions, and those risk factors
discussed in documents that CEP, Pubco and/or Twenty One filed, or that will be filed, with the SEC.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the final prospectus of CEP, dated as of August 12, 2024 and filed by CEP
with the SEC on August 13, 2024, CEP’s Quarterly Reports on Form 10-Q, CEP’s Annual Report on Form 10-K and the Registration
Statement that will be filed by Pubco and Twenty One and the Proxy Statement/Prospectus contained therein, and other documents filed
by CEP, Twenty One and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
There may be additional risks that neither CEP, Twenty One nor Pubco presently know or that CEP, Twenty One and Pubco currently believe
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
each of CEP, Twenty One and Pubco assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise. Neither CEP, Twenty One nor Pubco gives any assurance that either CEP, Twenty
One or Pubco will achieve its expectations. The inclusion of any statement in this Report does not constitute an admission by CEP, Twenty
One or Pubco or any other person that the events or circumstances described in such statement are material.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1+ |
|
June PIPE Bitcoin Sale and Purchase Agreement, dated as of June 23, 2025, by and among Pubco, Tether, SoftBank and CEP. |
| 10.2+ |
|
Amendment No. 1 to Sponsor Support Agreement, dated as of June 25, 2025, by and among the Sponsor, CEP and Pubco. |
| 99.1+† |
|
Amended and Restated SoftBank Sale and Purchase Agreement, dated as of June 23, 2025, by and among Tether and SoftBank. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
| + | Certain
schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CEP will provide a copy of
such omitted materials to the SEC or its staff upon request. |
| † | Certain
personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 27, 2025
| |
CANTOR EQUITY PARTNERS, INC. |
| |
|
| |
By: |
/s/
Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
6
