CEP SEC filings, in plain English
Everything Cantor Equity Partners, Inc. has filed with the SEC that we hold — 40 filings, newest first, 24 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Cantor Equity Partners filed as Rule 425 material December 3, 2025 X posts by Twenty One Capital CEO Jack Mallers and CEP CEO Brandon Lutnick regarding the April 22, 2025 business combination agreement with Twenty One Capital, Inc., Twenty One Assets, LLC, Tether Investments, iFinex (Bitfinex) and SoftBank affiliate Stellar Beacon LLC. The filing notes the deal includes convertible senior secured notes and common equity PIPE offerings and flags in risk language the absence of a third-party fairness opinion. Why it matters: Social-media soliciting material around the vote; the disclosed absence of a third-party fairness opinion on a Tether/Bitfinex-affiliated deal is the one substantive item.
What changed: At a December 3, 2025 extraordinary general meeting, Cantor Equity Partners, Inc. shareholders approved the Twenty One Capital business combination under the April 22, 2025 Business Combination Agreement with Twenty One Capital, Inc. (Texas Pubco), Twenty One Merger Sub D, Twenty One Assets, LLC, Tether Investments, iFinex (Bitfinex) and Stellar Beacon LLC (SoftBank). Of 12,800,000 ordinary shares outstanding at the October 20, 2025 record date, the Business Combination Proposal passed 5,158,609 for / 16,069 against / 494,354 abstaining; the CEP Merger Proposal passed 5,159,090 / 15,809 / 494,133; and the NTA Proposal removing the $5,000,001 net tangible asset floor passed 5,122,087 / 27,156 / 519,789. Advisory organizational-document proposals approved a seven-member Pubco board comprising four Tether designees (at least two independent), two SoftBank designees (at least one independent) and the CEO, governed by a Governance Agreement. Why it matters: Clears the shareholder condition for CEP to complete the Twenty One Capital bitcoin-treasury deSPAC; removing the $5,000,001 net tangible asset floor means the deal can close regardless of how heavy redemptions are, and the governance terms hand board control to Tether and SoftBank.
What changed: Cantor Equity Partners filed under Rule 425 a December 1, 2025 video transcript from Twenty One Capital co-founder and CEO Jack Mallers, plus a related X post by CEP CEO Brandon Lutnick, publicizing the December 3, 2025 10:00 a.m. shareholder meeting to approve the Twenty One business combination. Mallers states Tether is his co-founder, SoftBank is the largest outside investor, the intended listing ticker is XXI, the company could begin trading as soon as the following week if the vote passes, and that CEP's shareholder base is unusually retail-heavy. He expressly declines to recommend how to vote. Why it matters: Retail vote-turnout solicitation, not a disclosure event; the only new datapoint is management's stated expectation of listing under XXI within a week of a successful vote.
What changed: Cantor Equity Partners filed under Rule 425 a December 1, 2025 transcript from the Jack Mallers Show in which the Twenty One Capital CEO confirms the December 3, 2025 CEP shareholder vote, states SoftBank is a minority but significant investor that put about $1 billion into the business, notes the intended ticker XXI, and says the company remains in a quiet period and cannot discuss KPIs or financials. Why it matters: Vote-promotion material; the substantive item is the stated approximately $1 billion SoftBank investment in Twenty One.
What changed: Cantor Equity Partners, Inc. (CEP) filed a Rule 425 attaching a November 24, 2025 Bitcoin Treasuries YouTube interview with Jack Mallers, Co-Founder and CEO of Twenty One Capital, Inc., relating to the April 22, 2025 Business Combination Agreement among CEP, Twenty One Capital, Twenty One Merger Sub D, Twenty One Assets, LLC, Tether Investments, iFinex and Stellar Beacon LLC. Mallers said Twenty One was co-founded with Tether, that SoftBank is its largest outside minority investor and that Cantor is only the SPAC partner and is not on the board, correcting Financial Times reporting; he positioned the company between Coinbase (cash-flow operating business) and Strategy (financial engineering) and said it intends to build Bitcoin-native financial services cash flow rather than rely on preferred equity leverage. Why it matters: Promotional interview, but it clarifies governance (Cantor has no board role) and strategy for the largest Bitcoin-treasury deSPAC of the cycle; no deal terms, closing date or share counts were disclosed.
What changed: Cantor Equity Partners, Inc. filed definitive additional proxy materials: a reminder letter mailed beginning November 25, 2025 to shareholders whose votes had not yet been processed, urging them to vote ahead of the extraordinary general meeting scheduled for December 3, 2025, with proxy solicitor Sodali & Co. named for assistance. Why it matters: Confirms the December 3, 2025 vote date for the Twenty One Capital business combination, but is otherwise a routine vote-chasing letter.
What changed: Cantor Equity Partners, Inc. filed as Rule 425 material a November 18, 2025 Kitco News interview with Jack Mallers, Co-Founder and CEO of Twenty One Capital, Inc., relating to the April 22, 2025 Business Combination Agreement with CEP, Twenty One Assets, Tether Investments and iFinex. Mallers said Twenty One expects to be approved shortly for listing on a public stock exchange and criticized leveraged preferred-equity funding used by other bitcoin treasury companies. Why it matters: Interview-based soliciting material ahead of the December 3, 2025 CEP vote; the only forward-looking item is management's expectation of imminent exchange listing approval.
What changed: WRONG-REGISTRANT DOCUMENT: this DEFA14A was filed under Cantor Equity Partners, Inc. (CEP, CIK 0001865602, file 001-42250), but the document attached behind the Schedule 14A cover is the Form 10-Q for the quarter ended September 30, 2025 of a DIFFERENT registrant — CANTOR EQUITY PARTNERS I, INC. (CEPO, file 001-42464, IRS 98-1576503, Class A ordinary shares on Nasdaq under CEPO). Nothing in it concerns CEP or CEP's Twenty One Capital transaction; the attached report describes CEPO's own business combination agreement with BSTR Holdings dated July 16, 2025. Every figure in it is CEPO's, not CEP's: trust account $205,465,011; 20,000,000 Class A ordinary shares subject to redemption carried at $208,465,011, i.e. $10.42 per share; $25,000 cash outside trust; forward sale securities liability $569,799; 20,500,000 Class A and 5,000,000 Class B shares outstanding at November 14, 2025; sponsor Cantor EP Holdings I, LLC; IPO of 20,000,000 Class A shares closed January 8, 2025. Why it matters: Do not attribute any of these figures to CEP. The $10.42 per-share trust value and the $205.5m trust belong to CEPO, a separate Cantor SPAC whose deal is BSTR Holdings; CEP's own trust, deal and per-share figures must be read from CEP's own 10-K/10-Q filings. The two registrants differ by one roman numeral, so name matching alone will misattribute this filing.
What changed: Cantor Equity Partners (Nasdaq: CEP) reported its quarter ended September 30, 2025: trust held $105,301,074 of available-for-sale debt securities (amortized cost $105,286,044) for 10,000,000 Class A shares at a $10.68 per-share redemption value, up from $10.35 at December 31, 2024; cash outside trust was $25,000. Shares outstanding as of November 14, 2025 were 10,300,000 Class A (including 300,000 private placement) and 2,500,000 Class B. Nine-month net income was $3,252,415 including $3,404,414 of trust interest and a $1,559,663 gain on forward sale securities; liabilities of $2,016,023 include $1,111,688 of accrued expenses and a $904,335 related-party note. Why it matters: Sets CEP's trust value at $10.68 per share on roughly $105 million ahead of the December 3, 2025 Twenty One Capital vote — a small trust relative to the bitcoin-treasury deal it was funding.
What changed vs 2025-08-13going concern APPEAREDgoing-concern doubt, trust account, combination deadline +21 moved · 4 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- $206.4M · unchanged
- Combination deadline
- 2026-08-14 · unchanged
- Mandate language
- the Company intends to focus its search on companies operati… · unchanged
- Redeemable shares
- 10.0M · unchanged
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“eliminated in consolidation. Going Concern In connection with the Company’s going concern considerations in accordance with guidance in ASC 205-40 Presentation of Financial Statements – Going Concern , the Company has until August 14,”…
The clause …“from investing activities: Maturity of available-for-sale debt securities held in Trust Account 206,389,300 — Purchase of available-for-sale debt securities held in Trust Account ( 206,389,204 ) ( 99,999,991 ) Net cash provided by”…
The clause …“(“ASC”) 205-40, Presentation of Financial Statements – Going Concern , we have until August 14, 2026, to consummate the Business Combination. Our mandatory liquidation date, if the Business Combination is not consummated, raises”…
The clause “500,000,000 shares authorized; 300,000 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption) as of both September 30, 2025 and December 31, 2024 30 30 Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Cantor Equity Partners, Inc. called an extraordinary general meeting for 10:00 a.m. Eastern Time on December 3, 2025 at Ellenoff Grossman & Schole LLP and virtually, to approve its business combination. The proxy discloses that Tether has purchased 4,812.220927 Bitcoin, the Initial PIPE Bitcoin, for an aggregate purchase price of $458.7 million. Why it matters: An in-kind PIPE of 4,812 Bitcoin worth $458.7 million means the combined company's balance sheet is a bitcoin treasury whose value moves with the coin, not with an operating business - holders are taking crypto price risk. The Sponsor cutting its own lock-up from twelve months to six accelerates when founder stock can be sold into the market, shifting supply forward at existing shareholders' expense. Redemption at trust is the alternative to both.
What changed: Cantor Equity Partners, Inc. (CEP) filed a Rule 425 attaching a September 23, 2025 segment of the Jack Mallers Show on YouTube, in connection with the April 22, 2025 Business Combination Agreement among CEP, Twenty One Capital, Inc., Twenty One Merger Sub D, Twenty One Assets, LLC, Tether Investments, iFinex and Stellar Beacon LLC. The content is product marketing for Strike (fee-free Bitcoin direct deposit, recurring deposits, a BitKey self-custody integration), not disclosure about the SPAC transaction. Why it matters: Promotional broadcast about a separate company Mallers runs; no Twenty One or CEP transaction information.
What changed: Cantor Equity Partners, Inc. filed an August 27, 2025 Bloomberg TV interview transcript with Twenty One Capital CEO Jack Mallers relating to the April 22, 2025 Business Combination Agreement among CEP, Twenty One Capital, Twenty One Assets, Tether Investments and iFinex. Mallers said Twenty One is set to launch with more than 43,000 bitcoin, that its S-4 has been filed and under SEC review, and that the company hoped to go public in Q3 2025 with possible spillover into Q4. Why it matters: Quantifies the Twenty One Capital treasury at over 43,000 bitcoin and gives management's Q3/Q4 2025 closing expectation for the CEP deSPAC — the deal ultimately went to a December 3, 2025 vote.
What changed: Effective August 14, 2025, the board of Cantor Equity Partners, Inc. appointed Louis Zurita as a Class II director and to the audit and compensation committees, with annual compensation of $50,000 paid quarterly. Zurita has served as a director of Cantor Equity Partners II since May 2025, is a trustee of Cantor Fitzgerald Infrastructure Fund and Cantor Select Portfolios, and previously served as a director of CF Acquisition Corp. V through its Satellogic combination and CF Acquisition Corp. IV until its December 2023 liquidation. Why it matters: Routine board appointment with no effect on the pending Twenty One Capital transaction.
What changed: Cantor Equity Partners, Inc. (CEP) filed its 10-Q for the quarter ended June 30, 2025. Trust held $104,166,637 of available-for-sale debt securities (amortized cost $104,153,703) against 10,000,000 redeemable Class A shares at a redemption value of $10.57 per share, up from $10.35 at December 31, 2024. Cash outside trust was $25,000 against accrued expenses of $801,757 and related-party notes payable of $645,543. Shares outstanding as of August 13, 2025 were 10,300,000 Class A (including 300,000 private placement) and 2,500,000 Class B. Q2 net income was $478,753 on $1,111,473 of trust interest against $632,720 of operating costs. Why it matters: CEP's trust was only about $104 million at $10.57 per share while it was pending a merger with Twenty One Capital holding over 43,000 Bitcoin, so the SPAC cash is a rounding error next to the target and redemption levels barely move the combined entity.
What changed vs 2025-05-15trust $103.1M → $206.4M +100%trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $103.1M$206.4M
- Combination deadline
- 2026-08-14 · unchanged
- Mandate language
- the Company intends to focus its search on companies operati… · unchanged
- Redeemable shares
- 10.0M · unchanged
SpacBrain reads this as $103,326,300 was added to the trust between the two filings.
The clause …“from investing activities: Maturity of available-for-sale debt securities held in Trust Account 206,389,300 — Purchase of available-for-sale debt securities held in Trust Account ( 206,389,204 ) — Net cash provided by investing”…
The clause …“and (ii) the distribution of the Trust Account, as described below. 22 We have until August 14, 2026 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our board of directors may”…
The clause “500,000,000 shares authorized; 300,000 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption) as of both June 30, 2025 and December 31, 2024 30 30 Class B ordinary shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Rule 425 communication reproducing Jack Mallers' (CEO of Twenty One Capital) July 29-30, 2025 X posts, video transcript and Bloomberg TV interview: Twenty One expects to add approximately 5,800 more Bitcoin before its planned exchange listing, raising its holdings at transaction approval from at least 42,000 BTC to at least 43,500 BTC; proof-of-reserves wallets then showed over 43,000 BTC at a blended acquisition price of just over $87,000 per Bitcoin, worth over $5 billion; sats-per-share stated at 12,559. Why it matters: Quantifies the Bitcoin treasury backing the CEP/Twenty One (XXI) deal at the pre-close date and gives the per-share sats metric the deal is being marketed on.
What changed: 8-K/425, Item 1.01: on July 26, 2025 Cantor Equity Partners (CEP), Twenty One Capital (Pubco), Twenty One Assets, Tether Investments and iFinex entered Amendment No. 1 to the April 22, 2025 Business Combination Agreement, fixing the Additional PIPE Bitcoin Purchase Price used to value Tether's contribution and the Pubco shares issued to Tether at the Signing Bitcoin Price of $84,863.57 rather than at Tether's actual purchase cost. Item 8.01: a July 29, 2025 Pubco press release states that at closing Pubco will receive approximately 5,800 additional Bitcoin from Tether, bringing expected holdings at closing to 43,500 Bitcoin. Why it matters: Amendment No. 1 locks the exchange ratio for Tether's incremental Bitcoin at a below-market signing price, transferring the intervening Bitcoin appreciation and increasing the Bitcoin per Pubco share delivered at closing.
What changed: On July 26, 2025 Cantor Equity Partners, Inc. (CEP) and the other parties signed Amendment No. 1 to the April 22, 2025 Business Combination Agreement with Twenty One Capital, Inc., Twenty One Merger Sub D, Twenty One Assets, LLC, Tether Investments S.A. de C.V., iFinex Inc. and Stellar Beacon LLC. The amendment provides that the Additional PIPE Bitcoin Purchase Price — used to value Tether's contribution of Additional PIPE Bitcoin and to set the number of Pubco shares issued to Tether at Closing — is based on the Signing Bitcoin Price of $84,863.57 rather than on the aggregate amount Tether actually paid for that bitcoin. Separately, on July 29, 2025 Pubco announced that at Closing it will receive approximately 5,800 additional bitcoin from Tether, taking expected total holdings at closing to 43,500 bitcoin. Why it matters: Fixing Tether's contribution at the $84,863.57 signing price rather than its actual cost basis changes the share count issued to Tether and therefore the pro-forma ownership split; with bitcoin above the signing price this is economically favorable to Tether and dilutive to CEP public holders. The 43,500 BTC target sizes the treasury the SPAC's shareholders are buying into.
What changed: 8-K/425, Item 8.01: CEP disclosed the June PIPE Bitcoin purchase for the Twenty One Capital deal. On June 19, 2025 CEP and Pubco signed subscription agreements for 7,857,143 CEP Class A ordinary shares at $21.00 per share, $165 million gross (the June Equity PIPE); on June 23, 2025 Tether agreed to buy approximately $147.5 million of Bitcoin (gross proceeds less a $3.3 million holdback) by July 3, 2025. Tether purchased 1,381.15799423 Bitcoin at an average price of $106,794.44, held in a disclosed on-chain wallet, which Pubco will buy from Tether at closing for the June PIPE Net Proceeds. The filing also notes the July 10, 2025 announcement of the confidential draft Form S-4 submission. Why it matters: Fixes the size and cost basis of the PIPE-funded Bitcoin ($165m raised at $21.00/share, 1,381.16 BTC at $106,794 average) that underpins Twenty One's treasury and the economics CEP holders vote on.
What changed: Item 8.01: Cantor Equity Partners disclosed that under the 2025-06-23 June PIPE Bitcoin Sale and Purchase Agreement, Tether purchased 1,381.15799423 Bitcoin for approximately $147.5 million at an average price of $106,794.44 per Bitcoin, funded by the 2025-06-19 June Equity PIPE of 7,857,143 CEP Class A ordinary shares at $21.00 per share ($165 million gross, less a $3.3 million holdback). The wallet is publicly viewable on-chain; at closing Twenty One Capital (Pubco) will buy the June PIPE Bitcoin from Tether at the net-proceeds price. The filing also notes the 2025-07-10 announcement of Pubco/Twenty One's confidential draft Form S-4. Why it matters: Confirms $147.5M of the Twenty One Capital bitcoin treasury is already acquired and verifiable on-chain, and that PIPE investors are paying $21.00 per CEP share versus a ~$10 trust — a large implied premium that anchors CEP's trading value to bitcoin rather than to trust.
What changed: Rule 425 communication filed by Cantor Equity Partners covering Jack Mallers' (CEO of Twenty One Capital) July 2, 2025 posts on his X account regarding the April 22, 2025 Business Combination Agreement with Twenty One Capital, Twenty One Assets, Tether Investments, iFinex and SoftBank's Stellar Beacon. The document reproduces only the legal notices and risk-factor language; the substance of the posts is not present in the text. Why it matters: Promotional communication with no new transaction facts.
What changed: 425 filing of Exhibit 99.1: the Amended and Restated Sale and Purchase Agreement dated June 23, 2025 between Tether Investments (Seller) and SoftBank's Stellar Beacon LLC (Purchaser) under the April 22, 2025 Twenty One Capital BCA. The recitals set out the deal mechanics: CEP merges into Twenty One Merger Sub D with CEP holders receiving one share of Pubco Class A common stock ($0.01 par) per CEP Class A ordinary share, Twenty One Assets merges into a Delaware merger sub with its members receiving Pubco Class A and Class B stock, and under the Contribution Agreement Tether contributes 24,500 Bitcoin and Bitfinex 7,000 Bitcoin — 31,500 Bitcoin in aggregate — to the Company immediately before closing. Portions are redacted under Item 601(a)(6). Why it matters: Fixes the one-for-one CEP share exchange ratio and the 31,500 BTC founding contribution that constitutes most of Twenty One's balance sheet at closing.
What changed: Exhibit 99.1: Amended and Restated Sale and Purchase Agreement dated 2025-06-23 between Tether Investments, S.A. de C.V. (seller) and SoftBank vehicle Stellar Beacon LLC (purchaser), restating the 2025-06-19 June Equity PIPE SPA under the 2025-04-22 Twenty One Capital business combination agreement. Recitals confirm the deal mechanics: CEP merges into Twenty One Merger Sub D with each CEP Class A ordinary share converting into one share of Pubco Class A common stock ($0.01 par); under a Contribution Agreement Tether contributes 24,500 Bitcoin and iFinex/Bitfinex contributes 7,000 Bitcoin (31,500 Bitcoin total) to Twenty One Assets immediately pre-closing in exchange for Company Interests; and the convertible-note PIPE was increased by $100,000,000 on 2025-05-22 when the note investors exercised their option in full. Why it matters: Pins down the 31,500 BTC seed contribution split between Tether and Bitfinex and the 1:1 CEP-to-Pubco share exchange — the two inputs that set bitcoin-per-share for Twenty One Capital at closing.
What changed: 425 filing of Exhibit 10.1: the form of June Equity PIPE Subscription Agreement dated June 19, 2025 among Cantor Equity Partners, Twenty One Capital (Pubco) and subscribers. Its recitals confirm the April 22, 2025 convertible-note structure under which the April Convertible Note Investors, the Sponsor (Cantor EP Holdings) and the placement agent agreed to acquire Pubco convertible notes with an aggregate principal amount of $486,500,000, alongside the same one-for-one CEP share exchange and dual-class Pubco structure set out in the BCA. Why it matters: Documents the $486.5 million convertible-note stack sitting ahead of common holders in the post-close Twenty One capital structure.
What changed: Exhibit 10.1: form of June Equity PIPE Subscription Agreement dated 2025-06-19 among Cantor Equity Partners, Twenty One Capital (Pubco) and subscribers, selling CEP Class A ordinary shares at $21.00 per share immediately prior to the SPAC merger. The recitals size the rest of the capital stack: April Convertible Notes of $486,500,000 aggregate principal to be issued by Pubco immediately after the mergers (including the additional $100,000,000 subscribed on 2025-05-22 by note investors and the Sponsor), and the April Equity PIPE of 20,000,000 CEP Class A ordinary shares at $10.00 per share for $200,000,000. Why it matters: The June PIPE prices at $21.00 while the April PIPE priced at $10.00 for the same security, so late money is paying a ~110% premium to trust — and the $486.5M note principal here is larger than the $385M + $100M option described in CEP's earlier 8-Ks.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.