Form 4: Cantor EP Holdings Completes Major Share Restructuring

Cantor EP Holdings, a 10% owner of Cantor Equity Partners, Inc., reported significant Class A and Class B ordinary share transactions, including conversions, issuances, surrenders, and exchanges, tied to a business combination and SPAC merger.

Summary

• Cantor EP Holdings, LLC, a 10% owner of Cantor Equity Partners, Inc. (CEP), reported multiple significant transactions on December 8, 2025, related to a Business Combination and SPAC Merger.
• CEP issued 124,743 Class A ordinary shares to Cantor EP Holdings, LLC at $10.00 per share, totaling $1,247,430, in repayment of an outstanding promissory note.
• 2,500,000 Class B ordinary shares held by Cantor EP Holdings, LLC were converted into 9,463,886 Class A ordinary shares due to anti-dilution provisions.
• Immediately following the conversion, Cantor EP Holdings, LLC surrendered 1,418,782 Class A ordinary shares for cancellation to CEP for no consideration.
• Subsequently, 8,469,847 Class A ordinary shares held by Cantor EP Holdings, LLC were exchanged for an equal number of Class A common stock of Twenty One Capital, Inc. (Pubco) as part of the SPAC Merger.
• Following these transactions, Cantor EP Holdings, LLC holds zero Class A and zero Class B ordinary shares of CEP.
• Cantor Fitzgerald, L.P., CF Group Management, Inc., and Brandon Lutnick are deemed beneficial owners due to their control over Cantor EP Holdings, LLC, but disclaim ownership beyond pecuniary interest.

Sentiment

Score: 5

Explanation: Neutral, as it's a factual report of completed transactions related to a business combination, not a performance update or forward-looking statement about the company's financial health.

Positives

• Repayment of an outstanding promissory note by Cantor Equity Partners, Inc. to Cantor EP Holdings, LLC through the issuance of 124,743 Class A ordinary shares at $10.00 per share, totaling $1,247,430.
• The completion of the Business Combination and SPAC Merger indicates a strategic restructuring and potential new growth phase for the combined entity.

Negatives

• Cantor EP Holdings, LLC surrendered 1,418,782 Class A ordinary shares for cancellation to the issuer for no consideration, representing a loss of equity value for the reporting person.
• The reporting persons, including Cantor EP Holdings, LLC, now hold zero Class A and Class B ordinary shares of Cantor Equity Partners, Inc., indicating a complete divestment of direct ownership in CEP.

Future Outlook

The completion of the Business Combination and SPAC Merger, which involved the exchange of Cantor Equity Partners, Inc. shares for shares in Twenty One Capital, Inc. (Pubco), indicates a significant strategic shift. The reporting persons' ownership now resides in Pubco, suggesting a new operational and ownership structure for the underlying business.

Industry Context

This Form 4 details the final stages of a SPAC (Special Purpose Acquisition Company) merger, a common mechanism for private companies to go public or for entities to restructure their public holdings. The transactions reflect the sponsor's role in the post-merger capital structure, including share conversions, surrenders, and exchanges into the newly formed public entity (Pubco). This is typical for SPAC transactions where the original SPAC entity (CEP) merges with a target, and the sponsor's holdings are adjusted accordingly in the new combined entity.

Related Party Transactions

• Cantor EP Holdings, LLC (the Sponsor) is related to Cantor Fitzgerald, L.P., CF Group Management, Inc., and Brandon Lutnick, who are all listed as reporting persons and deemed beneficial owners.
• The transactions involve Cantor EP Holdings, LLC and Cantor Equity Partners, Inc. (CEP), where the Sponsor is a 10% owner and has a director relationship.

Stakeholder Impact

• Shareholders of Cantor Equity Partners, Inc. (CEP): The transactions indicate a significant restructuring where the sponsor's direct ownership in CEP has been fully exchanged for shares in Twenty One Capital, Inc. (Pubco). This implies that CEP's operational assets or identity may now be part of Pubco, and CEP shareholders would need to understand their new holdings or the implications for their existing CEP shares.
• Shareholders of Twenty One Capital, Inc. (Pubco): The sponsor of the original SPAC (Cantor EP Holdings, LLC) now holds shares in Pubco, aligning their interests with Pubco's future performance. This could be seen as a positive for Pubco shareholders, as a major institutional investor maintains a stake in the combined entity.

Key Dates

Keywords

Cantor Equity Partners, CEP, Form 4, Insider Transaction, Share Conversion, Business Combination, SPAC Merger, Cantor EP Holdings, Twenty One Capital, Beneficial Ownership