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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):
December 3, 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 5.07 Submission of Matters to a Vote of
Security Holders
On December 3, 2025, Cantor Equity Partners, Inc.
(“CEP”) held an extraordinary general meeting of its shareholders (the “Meeting”), at which the following proposals
were submitted to a vote of CEP shareholders. The proposals listed below are described in more detail in CEP’s definitive proxy
statement filed with the Securities and Exchange Commission on November 6, 2025, as amended (the “Definitive Proxy Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Definitive Proxy Statement, as
applicable.
Only CEP shareholders of record as of the close
of business on October 20, 2025, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 12,800,000
ordinary shares of CEP were outstanding and entitled to vote at the Meeting. The final voting results for each matter submitted to a vote
of CEP shareholders at the Meeting are as follows:
Proposal 1 – The Business Combination
Proposal – to approve and adopt the Business Combination Agreement (as amended, restated or otherwise modified from time to
time, the “Business Combination Agreement”), dated as of April 22, 2025, by and among CEP, Twenty One Capital, Inc., a Texas
corporation (“Pubco”), Twenty One Merger Sub D, a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“CEP
Merger Sub”), 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
(“Bitfinex” and, together with Tether, the “Sellers”) and, solely for certain limited purposes, Stellar Beacon
LLC, a Delaware limited liability company (“SoftBank”), pursuant to which (a) CEP will merge with and into CEP Merger Sub,
with CEP Merger Sub continuing as the surviving company (the “CEP Merger”), and (b) at least two hours after the CEP Merger,
Twenty One will merge with and into CEP Merger Sub C, Inc., a Delaware corporation and an indirect subsidiary of CEP (“Company Merger
Sub”), with Company Merger Sub continuing as the surviving company (the “Company Merger,” and together with the CEP
Merger, the “Mergers,” and together with the transaction contemplated by the Business Combination Agreement and the Ancillary
Agreements (the “Business Combination”).
| For | |
Against | |
Abstain |
| 5,158,609 | |
16,069 | |
494,354 |
Proposal 2 - The Merger Proposal – to
approve and authorize the CEP Merger and the plan of merger for the CEP Merger to be entered into by CEP Merger Sub, CEP and Pubco (the
“CEP Plan of Merger”).
| For | |
Against | |
Abstain |
| 5,159,090 | |
15,809 | |
494,133 |
Proposal 3 - The NTA Proposal – to
approve an amendment (the “NTA Amendment”) to the Amended and Restated Memorandum and Articles of Association of CEP (the
“CEP Memorandum and Articles”), which shall be effective upon the consummation of the Business Combination, to remove from
the CEP Memorandum and Articles the limitation that CEP shall not consummate an initial business combination if it would cause its net
tangible assets to be less than $5,000,001 either immediately prior to or upon the consummation of an initial business combination.
| For | |
Against | |
Abstain |
| 5,122,087 | |
27,156 | |
519,789 |
Proposal 4 - The Organizational Documents Proposals
– to consider and vote, on a non-binding advisory basis, upon separate proposals to approve the material differences between
the CEP Memorandum and Articles and the Amended and Restated Pubco Charter and Pubco’s Amended and Restated Bylaws (the “Proposed
Organizational Documents”), specifically to approve:
Proposal A: to change the size and composition
of the board of directors to seven (7) directors, whose composition will be governed by the terms and conditions of the Governance Agreement
to include four (4) directors initially designated by Tether, with at least two (2) qualifying as independent directors under the rules
of the New York Stock Exchange (the “NYSE”) or any other national securities exchange, two (2) directors initially designated
by SoftBank, with at least one (1) qualifying as an independent director under the rules of the NYSE or any other national securities
exchange; and the Chief Executive Officer of Pubco.
| For | |
Against | |
Abstain |
| 5,130,151 | |
16,897 | |
521,984 |
Proposal B: the Proposed Organizational Documents
will provide for an unclassified board of directors of Pubco (the “Pubco Board”).
| For | |
Against | |
Abstain |
| 5,121,991 | |
21,447 | |
525,594 |
Proposal C: the Proposed Organizational Documents
will require that the Pubco Board is elected by a plurality of the votes cast by holders of shares of Pubco Class B Stock (being all the
shares entitled to vote at the election of directors, until all shares of Pubco Class B Stock are canceled) at a meeting of the shareholders
at which a quorum is present.
| For | |
Against | |
Abstain |
| 4,681,618 | |
465,367 | |
522,047 |
Proposal D: the Proposed Organizational Documents
will provide that special meetings of the shareholders may be called at any time by the President of Pubco, by the Pubco Board, or by
the holders of at least thirty percent (30%) of shares of Pubco Class B Stock (being all the shares entitled to vote at the election of
directors, until all shares of Pubco Class B Stock are canceled).
| For | |
Against | |
Abstain |
| 4,682,120 | |
464,454 | |
522,458 |
Proposal E: the Proposed Organizational Documents
will provide that a quorum of the Pubco Board shall be the presence of a majority of directors, whose composition will be governed by
the terms and conditions of the Governance Agreement, including: (a)(i) at least two (2) directors appointed by Tether, if Tether
and Bitfinex are entitled to designate for nomination at least two (2) individuals to the Pubco Board or (ii) one (1) director
appointed by Tether, if Tether and Bitfinex are entitled to designate for nomination at least one (1) individual to the Pubco Board;
(b) one (1) director by SoftBank, if SoftBank is entitled to designate for nomination one (1) or more individuals to the
Pubco Board; and (c) one (1) independent director (who, for the avoidance of doubt, may also be a director appointed by Tether
or SoftBank included for the purposes of prongs (a) and (b), as applicable). The act of such directors present at a meeting shall be the
act of the Pubco Board. In the event that a quorum of the Pubco Board is not met, Pubco shall take all necessary action to adjourn the
meeting of the Pubco Board to no later than seven (7) calendar days after the date on which the meeting was initially scheduled to be
held. If a quorum is not met at such second board meeting, Pubco shall take all necessary action to adjourn the meeting of the Pubco Board
for an additional seven (7) calendar days, provided that any number of directors present at such third board meeting shall constitute
a valid quorum; provided, further, that the directors at such third board meeting represent a majority of members of the Pubco Board.
| For | |
Against | |
Abstain |
| 5,126,440 | |
16,822 | |
525,770 |
Proposal F: the Proposed Organizational Documents
will provide that (a) Pubco must give written notice to shareholders entitled to vote at a meeting not less than ten (10) and
not more than sixty (60) days before the date of such meeting, with such notice complying with any other requirements set by law;
and regarding a fundamental business transaction, as defined by Texas law, not later than twenty-one (21) days prior to the meeting,
and (b) at an annual meeting of the shareholders, shareholder proposals must be brought, among other things, (i) pursuant to
Pubco’s proxy materials with respect to such meeting; (ii) by or at the direction of the Pubco Board; or (iii) by a shareholder
of Pubco who (A) is a shareholder of record at the time of the giving of the notice, (B) is entitled to vote at such meeting
and (C) has timely complied in proper written form with the notice procedures set forth in Pubco’s Amended and Restated Bylaws.
Additionally, at an annual meeting, a shareholder’s notice must be timely received by the secretary of Pubco in compliance with
the procedures as set forth in the Amended and Restated Bylaws.
| For | |
Against | |
Abstain |
| 5,127,509 | |
14,375 | |
527,148 |
Proposal G: the Proposed Organizational Documents
will provide for an exclusive forum for any filing, adjudication and trial of any action as set forth in the Amended and Restated Certificate
of Formation, of the Business Court in the First Business Court Division of the State of Texas (provided that if the Business Court determines
that it lacks jurisdiction, the United States District Court for the Northern District of Texas, Dallas Division or, if the such
federal court lacks jurisdiction, the state district court of Dallas County, Texas); provided that this exclusive forum shall not apply
to direct claims under the Securities Act, as amended, or the Exchange Act, as amended, or the rules and regulations thereunder.
| For | |
Against | |
Abstain |
| 4,670,535 | |
470,058 | |
528,439 |
Proposal H: the Proposed Organizational Documents
will provide for a jury trial waiver for “internal entity claims” as defined in Section 2.115 of the Texas Business Organizations
Code (“TBOC”). Pubco and each shareholder, director, and officer of Pubco irrevocably and unconditionally waives any right
that Pubco or such person may have to a trial by jury in any legal action, proceeding, cause of action, counterclaim, cross-claim or third-party
claim arising out of or relating to any “internal entity claim” as that term is defined in section 2.115 of the TBOC, and
each shareholder of Pubco agrees that such shareholder’s holding or acquisition of shares of stock of Pubco or, to the extent permitted
by law, options or rights to acquire shares of stock of Pubco following the adoption of the Amended and Restated Certificate of Formation
of Pubco constitutes such shareholder’s intentional and knowing waiver of any right to trial by jury with respect to such claims.
| For | |
Against | |
Abstain |
| 4,664,777 | |
472,396 | |
531,859 |
Proposal 5 - The Nasdaq Proposal –
to approve a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of
Pubco Stock in connection with the Business Combination, (ii) CEP Class A Ordinary Shares issuable in repayment of the Sponsor Loan, (iii)
Equity PIPE Shares, and (iv) additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of
the Convertible Notes issued pursuant to the Convertible Notes Subscription Agreements, the Sponsor Convertible Notes Subscription Agreement,
the Securities Exchange Agreement and the PIPE Engagement Letter and (b) pursuant to the Incentive Plan, to the extent such issuances
would require shareholder approval under Nasdaq Rule 5635.
| For | |
Against | |
Abstain |
| 5,136,508 | |
18,310 | |
514,214 |
As there were sufficient votes at the time of
the Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Definitive Proxy Statement
was not presented to CEP shareholders.
In connection with the Meeting, CEP shareholders
holding 1,596 Public Shares exercised their rights to redeem such shares for a pro rata portion of the funds in the trust account of CEP
(the “Trust Account”). As a result, approximately $17,158.06 (approximately $10.75 per share, inclusive of the $0.15 per
share to be funded by the Sponsor pursuant to the Sponsor Note) will be removed from the Trust Account to pay such shareholders. Following
such redemptions, CEP will have 9,998,404 Public Shares outstanding.
In light of receipt of the requisite approvals
by CEP shareholders described above, CEP expects the Business Combination to be completed promptly following the satisfaction or waiver
of the other conditions to the consummation of the Business Combination.
Item 8.01 Other Events.
On December 3, 2025, CEP and Pubco announced that, CEP shareholders voted to approve the Business Combination and other proposals related to the
Business Combination at the Meeting, the anticipated closing date of the Business Combination and the anticipated listing date of
Pubco Class A Stock on the NYSE. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Forward-Looking
Statements
This Current Report on Form 8-K (this “Report”)
contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including expectations, intentions,
plans, prospects regarding CEP, Pubco and the Business Combination and the related convertible senior secured notes offering and common
equity PIPE financings (the “PIPE Offerings” and, together with the Business Combination, the “Proposed Transactions”)
and statements regarding the expected closing date of the Proposed Transactions, the anticipated commencement of trading on the NYSE and
Pubco’s vision and business strategy. These forward-looking statements are 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; the failure by the parties to satisfy the conditions to the consummation
of the Proposed Transactions; the failure of Pubco to maintain the listing of its shares of Pubco lass A Stock; 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; the risk that the anticipated benefits of the Business Combination
may not be realized, the highly volatile nature of the price of Bitcoin; 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; the outcome of any potential legal proceedings that may be instituted
against CEP, Pubco or others following the closing of the Business Combination, and other risks and uncertainties described in the filings
of CEP and Pubco with the SEC. The inclusion of any statement in this Report does not constitute an admission by CEP, Pubco or any other
person that the events or circumstances described in such statement are material.
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 Definitive Proxy Statement and the final prospectus of Pubco, dated as of November 6, 2025 and as further supplemented,
and other documents filed by CEP 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 nor Pubco presently know or that CEP 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 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 nor Pubco gives any assurance that either CEP or Pubco will achieve its expectations. The inclusion of any statement
in this Report does not constitute an admission by CEP 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 |
| 99.1 |
|
Press Release, dated December 3, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 3, 2025
| |
CANTOR EQUITY PARTNERS, INC. |
| |
|
| |
By: |
/s/ Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
