Cantor Equity Partners I, Inc. SEC Filings

Cantor Equity Partners I, Inc. (CEPO) filed its quarterly report, reflecting its first operating period after the January 2025 IPO. The SPAC reported Q3 2025 net income of $1,191,376, driven primarily by $2,149,334 of interest earned on funds held in its trust account. For the nine months ended September 30, 2025, net income was $4,140,104 on $5,465,011 of trust interest income.

As of September 30, 2025, total assets were $205,749,080, including $205,465,011 in the trust. Public shares classified as redeemable totaled 20,000,000 at a redemption value of $208,465,011. The company reported a working capital deficit of approximately $417,000 and had drawn about $330,261 on a sponsor loan for pre‑combination expenses.

CEPO entered into a Business Combination Agreement in July 2025 and arranged multiple financing commitments to support closing, including $574,693,000 of convertible notes, 3,019,200 shares of 7.00% perpetual convertible preferred stock with $301,920,000 aggregate principal, and a $400,000,000 cash equity PIPE. The filing also records a $569,799 liability for forward sale securities measured at fair value.

Cantor Equity Partners I, Inc. (CEPO) reported an insider transaction by a group of reporting persons identified as both a Director and 10% Owner. On 11/06/2025, they sold 250,000 ordinary shares (transaction code S) at a price of $10.425 per share.

Following the sale, the group reported 2,048,679 shares beneficially owned on an indirect basis. The filing was made as a joint submission by multiple reporting persons. The remarks state the shares are held through Harraden Circle investment entities with customary beneficial ownership disclaimers.

Cantor Equity Partners I, Inc. filed a Rule 425 communication regarding its proposed Business Combination with BSTR Holdings, Inc. (Pubco) and related financing steps. The filing notes that on October 23, 2025, Pubco’s incoming CIO, Sean Bill, presented at the Bitcoin Capital Summit; the materials included an image stating Pubco went from “0$ to Billions in 36 Days,” and he clarified that certain draft slides had shown initially targeted investment amounts during early outreach.

Pubco and BSTR Newco, LLC intend to file a Form S-4 with a proxy statement/prospectus for CEPO shareholders. Concurrent private placements are contemplated for 1.00% convertible senior secured notes, 7.00% perpetual convertible preferred stock, Newco Class A interests, and CEPO Class A ordinary shares, all to be offered in transactions exempt from registration. The communication emphasizes that no regulator has approved the transactions and highlights risks, including potential correlation of Pubco’s stock to Bitcoin prices and uncertainties around approvals, listings, redemptions, and completion of the deal.

Summary: On 10/06/2025 Brandon Lutnick, as trustee with decision-making control of certain trusts, closed the purchase of voting shares of CF Group Management, Inc. and thereby may be deemed to beneficially own 500,000 Class A ordinary shares and 5,000,000 Class B ordinary shares of Cantor Equity Partners I, Inc. The 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, so the reported holdings represent up to 5,500,000 potential Class A shares. The aggregate purchase price for the voting shares of CF Group Management, Inc. was $200,000. The report discloses indirect ownership through a Sponsor and includes a disclaimer limiting beneficial ownership to any pecuniary interest the reporting person may have.

Insider sale ends trustee's beneficial ownership of Sponsor-held shares. On 10/06/2025, the reporting person, acting as trustee, closed the sale of voting shares of CF Group Management, Inc. for an aggregate price of $200,000. Those voting shares indirectly owned the Sponsor that held 500,000 Class A ordinary shares and 5,000,000 Class B ordinary shares of Cantor Equity Partners I, Inc. (CEPO). Following the sale, the reporting person disclaims beneficial ownership of the Sponsor's shares beyond any pecuniary interest, and reports he no longer beneficially owns the reported Class A and Class B shares. The filing clarifies that Class B shares convert one-for-one into Class A shares at the company’s initial business combination or at holder option.

Cantor Equity Partners I, Inc. Schedule 13D/A states that Howard W. Lutnick has completed a divestiture and no longer holds or controls any Class A or Class B ordinary shares. The filing, effective 10/06/2025, amends prior Schedule 13D filings and confirms Mr. Lutnick has 0 sole or shared voting and dispositive powers and does not beneficially own more than 5% of the outstanding ordinary shares. The amendment is filed solely to record his cessation as a reporting person after the sale of his interests in Cantor and CFGM in connection with his appointment as U.S. Secretary of Commerce.

Cantor EP Holdings I, LLC and affiliates filed Amendment No. 2A to Schedule 13D on Cantor Equity Partners I, Inc. (CEPO), updating control and ownership details. The filing states that Howard W. Lutnick has completed his divestiture of interests in Cantor and CFGM in connection with his government appointment and no longer has voting or dispositive power over CEPO securities.

Trusts controlled by Brandon G. Lutnick acquired all voting shares of CFGM for $200,000, paid in cash. Following this, Brandon G. Lutnick may be deemed to beneficially own 5,500,000 Ordinary Shares held by the Sponsor, consisting of 500,000 Class A and 5,000,000 Class B shares. The filing reports this equals 21.6% of the Issuer’s 25,500,000 Ordinary Shares outstanding as of August 14, 2025. The Class B shares are automatically convertible into Class A on a one-for-one basis at the initial business combination or at the holder’s option.

The reporting group notes no current plans under Item 4 beyond these changes.