Cantor Equity Partners (NASDAQ: CEP) sponsor converts and cancels shares

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cantor EP Holdings, LLC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners, Inc. [ CEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	12/08/2025		A		124,743	A	$10(1)	424,743	D(6)
Class A ordinary shares	12/08/2025		M		9,463,886	A	(2)(3)	9,888,629	D(6)
Class A ordinary shares	12/08/2025		D		1,418,782	D	(4)	8,469,847	D(6)
Class A ordinary shares	12/08/2025		D		8,469,847	D	(5)	0	D(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(2)(3)	12/08/2025		M(2)(3)			2,500,000	(2)(3)	(2)(3)	Class A ordinary shares	2,500,000(2)(3)	$0	0(2)(3)	D(6)

1. Name and Address of Reporting Person^*

Cantor EP Holdings, LLC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. On December 8, 2025, Cantor Equity Partners, Inc. ("CEP") issued Cantor EP Holdings, LLC (the "Sponsor") 124,743 Class A ordinary shares, par value $0.0001 per share, of CEP ("Class A Ordinary Shares") in repayment of amounts outstanding under the amended and restated promissory note, dated November 5, 2024, and effective as of August 12, 2024 at $10.00 per share in connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated as of April 22, 2025 (as amended on July 26, 2025, the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), by and among CEP, Twenty One Capital, Inc., a Texas corporation ("Pubco") and the other parties thereto, and that certain Sponsor Support Agreement dated April 22, 2025 (as amended on June 25, 2025, the "Sponsor Support Agreement"), by and among CEP, Pubco and the Sponsor.

2. As described in CEP's registration statement on Form S-1 (File No. 333-280323) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, of CEP ("Class B Ordinary Shares") will automatically convert into Class A Ordinary Shares at the time of the CEP's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights set forth in the amended and restated memorandum and articles of association of CEP (the "CEP Memorandum and Articles").

3. On December 8, 2025, in connection with the consummation of the Business Combination, 2,500,000 Class B Ordinary Shares were converted into an aggregate of 9,463,886 Class A Ordinary Shares pursuant to the anti-dilution provisions in the CEP Memorandum and Articles (the "Class B Conversion"). Following the Class B Conversion, the Sponsor owns zero Class B Ordinary Shares.

4. In connection with the consummation of the Business Combination and immediately after the Class B Conversion, an aggregate of 1,418,782 Class A Ordinary Shares were surrendered for cancellation by the Sponsor to the issuer for no consideration in accordance with the Sponsor Support Agreement.

5. In connection with the SPAC Merger (as defined in the Business Combination Agreement), an aggregate of 8,469,847 Class A Ordinary Shares held by the Sponsor were exchanged into an equal number of shares of Class A common stock, par value $0.01 per share, of Pubco. Following such transaction, the Sponsor owns zero Class A Ordinary Shares.

6. The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("CFLP") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Brandon Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP, and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. As such, each of CFLP, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ Brandon G. Lutnick	12/09/2025
	/s/ Brandon Lutnick, as Chief Executive Officer of Cantor EP Holdings, LLC	12/09/2025
	/s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.	12/09/2025
	/s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc.	12/09/2025
	** Signature of Reporting Person	Date
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FAQ

What insider share transactions did Cantor Equity Partners (CEP) disclose for its sponsor?

The sponsor’s holdings changed through multiple steps on December 8, 2025, including an issuance of Class A ordinary shares, a conversion of Class B into Class A shares, a surrender of Class A shares for cancellation, and an exchange of remaining Class A shares into Pubco Class A common stock.

How many CEP Class A ordinary shares did the sponsor receive as promissory note repayment?

On December 8, 2025, the sponsor received 124,743 Class A ordinary shares of Cantor Equity Partners at $10.00 per share in repayment of amounts outstanding under an amended and restated promissory note.

What happened to Cantor Equity Partners (CEP) Class B ordinary shares held by the sponsor?

On December 8, 2025, in connection with the Business Combination, 2,500,000 Class B ordinary shares were converted into an aggregate of 9,463,886 Class A ordinary shares pursuant to anti-dilution provisions in Cantor Equity Partners’ memorandum and articles.

How many CEP Class A ordinary shares did the sponsor surrender for cancellation?

Immediately after the Class B to Class A conversion and in connection with the Business Combination, the sponsor surrendered an aggregate of 1,418,782 Class A ordinary shares to Cantor Equity Partners for no consideration under the sponsor support agreement.

What happened to the sponsor’s remaining Cantor Equity Partners Class A shares in the SPAC Merger?

In connection with the SPAC Merger, an aggregate of 8,469,847 Class A ordinary shares held by the sponsor were exchanged into an equal number of shares of Class A common stock of Pubco.

Does the sponsor still own any Cantor Equity Partners (CEP) Class A or Class B shares after these transactions?

No. Following the Class B conversion, the share surrender, and the exchange in the SPAC Merger, the sponsor owns zero Class B ordinary shares and zero Class A ordinary shares of Cantor Equity Partners.

Which entities may be deemed to share beneficial ownership of the sponsor’s reported shares?

The sponsor is the record holder, and each of Cantor Fitzgerald, L.P., CF Group Management, Inc. and Brandon Lutnick may be deemed to have beneficial ownership of shares directly held by the sponsor, while each disclaims beneficial ownership beyond any pecuniary interest.