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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 20, 2025 (June 19, 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, including
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 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 and other agreements with certain investors,
including Cantor EP Holdings, LLC (the “Sponsor”) and Cantor Fitzgerald & Co., pursuant to which such investors agreed
to acquire 1.00% convertible senior secured notes due 2030 (the “April Convertible Notes”) in aggregate principal amount of
$486.5 million, including as a result of the exercise of the option included therein (the “April Convertible Notes PIPE”)
and (ii) subscription agreements with certain investors, pursuant to which such investors agreed to purchase Class A ordinary shares of
CEP (“CEP Class A ordinary shares”) in the aggregate amount of $200 million, payable in either cash or Bitcoin (the “April
Equity PIPE”).
June Equity PIPE Subscription Agreements
On June 19, 2025, CEP and
Pubco entered into subscription agreements (the “June Equity PIPE Subscription Agreements”) with certain new 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 (the “June Equity PIPE Shares”), at a purchase price of $21.00 per share, for an aggregate
purchase price of $165 million, in a private placement (the “June Equity PIPE,” and together with the April Convertible Notes
PIPE and the April Equity PIPE, the “PIPE Offerings”). The purchase price for the June Equity PIPE Shares may be paid in either
cash or Bitcoin (based on the CME CF Bitcoin Reference Rate New York Variant as averaged over the ten consecutive days immediately prior
to date of the June Equity PIPE Subscription Agreements), at the sole election of each of the June Equity PIPE Investors. As of the date
hereof, the June PIPE Investors have elected to purchase an aggregate of 676,191 June Equity PIPE Shares for 132.9547 Bitcoin, with 7,180,952
Equity PIPE Shares to be purchased in cash. The net proceeds of the June Equity PIPE will be used by Pubco to purchase the June PIPE Bitcoin
(as defined below).
The closing of the June Equity
PIPE is contingent upon the satisfaction of all closing conditions to consummate the Business Combination, among other customary closing
conditions.
Pursuant to the June Equity
PIPE Subscription Agreements, CEP and Pubco have agreed to use commercially reasonable efforts to cause the shares of Pubco Class A common
stock, par value $0.01 per share (“Pubco Class A Stock”) into which the June Equity PIPE Shares will be converted at the consummation
of the Business Combination to be registered on a registration statement on the Form S-4 (as amended, the “Registration Statement”)
to be filed by Pubco and Twenty One with the SEC. To the extent that any such shares of Pubco Class A Stock to be received by the June
Equity PIPE Investors are unable to be included in the Registration Statement, Pubco has agreed to register and maintain the registration
of the June Equity PIPE Shares, including that, within 30 days after the closing of the Business Combination (the “Closing”),
Pubco will file with the SEC (at Pubco’s sole cost and expense) a registration statement registering the resale of the June Equity
PIPE Shares and Pubco shall use its commercially reasonable efforts to have such registration statement declared effective as soon as
practicable after the filing thereof, but no later than 90 days after the Closing, which may be extended an additional 90 days depending
on the level of SEC review involved.
Each June Equity PIPE Subscription
Agreement shall terminate and be void and of no further force or effect upon the earliest to occur of (i) such date and time as the Business
Combination Agreement is terminated in accordance with its terms; (ii) the mutual written agreement of the respective parties to terminate
such agreement; or (iii) April 22, 2026.
The form of June Equity
PIPE Subscription 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 Equity PIPE Subscription Agreement and the terms of which are incorporated
by reference herein.
Tether, Pubco and SoftBank
will enter into an agreement pursuant to which, within ten (10) Business Days after the execution of the June Equity PIPE Subscription
Agreements, Tether will purchase a number of Bitcoin equal to $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”). 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.
Item 3.02. Unregistered Sale of Equity
Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein, to the extent applicable.
The securities of CEP that may be issued in connection with the June Equity PIPE will not be registered under the Securities Act of 1933,
as amended, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder.
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† |
|
Form of June Equity PIPE Subscription Agreement, dated as of June 19, 2025, by and among CEP, Pubco and certain investors party thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | 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 20, 2025
| |
CANTOR EQUITY PARTNERS, INC. |
| |
|
| |
By: |
/s/ Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
5
