M&A - Cantor Equity Partners, Inc.

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025046858

Filing Summary: On May 22, 2025, Cantor Equity Partners, Inc. (CEP) announced a Business Combination Agreement with Twenty One Capital, Inc. (Pubco) and several affiliated entities including Twenty One Merger Sub D, Tether Investments, and iFinex. The merger aims to establish new financial services focusing on Bitcoin, leveraging CEP's existing Bitcoin holdings and the strategic positioning of Pubco. The filing elaborates on the company’s vision to operate in the evolving capital markets while prioritizing Bitcoin-based metrics rather than traditional fiat measurements, indicating a shift towards Bitcoin as a recognized asset in the public market. This strategic move is designed to enhance shareholder value and provide a vehicle for capitalizing on market opportunities related to cryptocurrency and blockchain technologies.

Form Type: 425

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025045930

Filing Summary: On April 22, 2025, Cantor Equity Partners, Inc. (CEP) entered into a Business Combination Agreement with Twenty One Capital, Inc. (Pubco) and other entities related to a merger transaction. The Business Combination Agreement involves various stakeholders including Twenty One Merger Sub D and Tether Investments. A partial transcript of a presentation by Peter Karl, Managing Director at Cantor Fitzgerald, discussed the launching of Twenty One as a Bitcoin acquisition vehicle, highlighting significant partnerships with Tether and Softbank. Financial and operational strategies were shared, emphasizing anticipation for rising Bitcoin prominence and market opportunities. Additionally, CEP and Pubco will file a Registration Statement on Form S-4 with the SEC to offer further details regarding the merger, as this document encourages shareholders to review all upcoming filings related to these transactions carefully. Forward-looking statements were issued regarding expectations and risks associated with the proposed merger, market conditions, and potential challenges in execution.

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025044410

Filing Summary: On May 15, 2025, Cantor Equity Partners, Inc. announced its corporate action related to a business combination agreement with Twenty One Capital, Inc. The agreement involves a merger with multiple entities, including Twenty One Merger Sub D, Tether Investments, and iFinex, among others. Additionally, the CEO of Cantor, Brandon Lutnick, participated in a fireside chat at the Consensus Conference where he discussed the merger, Cantor's evolution, and its commitment to the crypto space, including a $2 billion Bitcoin lending product. The company plans to file relevant documents with the SEC concerning the merger and associated transactions. Important information regarding the merger, including proxy statements and registration statements, will be made available to shareholders, stressing the significance of the transactions involved and urging interested parties to review these documents thoroughly before making any investment decisions.

Form Type: 425

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025043385

Filing Summary: On May 14, 2025, Cantor Equity Partners, Inc. filed a Form 425 related to its business combination agreement with Twenty One Capital, Inc. The agreement, originally disclosed on April 22, 2025, involves a SPAC transaction aiming to combine the two companies. The filing indicates that the merger is still in the approval process and has not yet been finalized. The combined entity aims to be a significant player in the Bitcoin industry with a treasury expected to hold over 42,000 Bitcoin. CEO Jack Mallers of Pubco discussed the unique value proposition of Twenty One as a pure play Bitcoin business, contrasting it with other companies in the space and asserting their capabilities to generate Bitcoin-based financial services. Investors are showing interest, with over $500 million of committed capital already raised. Mallers also emphasized the intention to differentiate Twenty One in the market and the potential for substantial institutional investment once the merger is approved. Further steps will involve filing a Registration Statement with the SEC, which will include a proxy statement pertinent to shareholder approval for the proposed transactions.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025042651

Filing Summary: On April 22, 2025, Cantor Equity Partners, Inc. entered into a Business Combination Agreement with multiple parties, including Twenty One Capital, Inc. and Tether Investments, S.A. de C.V. The agreement stipulates that Tether will purchase Bitcoin totaling approximately $458.7 million, which will be held in a digital wallet. The transaction involves the issuance of convertible notes and Class A ordinary shares in a PIPE investment plan. In the report, Cantor Equity Partners announces the acquisition of 4,812.220927 Bitcoin at an average price of $95,319.83 per Bitcoin. A registration statement on Form S-4 will be filed with the SEC, containing proxy statements and additional details regarding the transaction. Shareholders will be notified for voting on the proposed business combination upon filing of definitive documents.

Form Type: 8-K

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025042647

Filing Summary: On May 13, 2025, Cantor Equity Partners, Inc. filed a Current Report on Form 8-K to announce the execution of a Business Combination Agreement with Twenty One Capital, Inc. and related entities. The Agreement, dated April 22, 2025, indicates Tether will purchase Bitcoin worth $458,700,000 as part of the merger process. The Initial PIPE Bitcoin acquisition involved a total of 4,812.220927 Bitcoin at an average price of $95,319.83 per Bitcoin. This report serves to fulfill the filing obligation regarding the merger and associated PIPE Investments, which are part of the Proposed Transactions. Furthermore, the Company is preparing a Registration Statement on Form S-4 to file with the SEC, which will include a preliminary proxy statement and a prospectus necessary for shareholder voting on the Business Combination. Shareholders are urged to review these documents once available as they contain critical information about the Company, Pubco, and the proposed transactions. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS OR PASSED UPON THEIR MERITS OR FAIRNESS. Investors are cautioned against relying solely on forward-looking statements made in this report.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025040735

Filing Summary: Cantor Equity Partners, Inc. filed a Form 425 related to a Business Combination Agreement with Twenty One Capital, Inc. on May 7, 2025. This merger involves various entities including Twenty One Merger Sub D and Tether Investments. The purpose of this merger is to create a Bitcoin-focused entity aimed at maximizing Bitcoin ownership for investors. Jack Mallers, the CEO of Twenty One, spoke about the company’s strategy to provide a unique investment vehicle that operates differently from Bitcoin ETFs by offering operational business exposure to Bitcoin. Mallers outlined the unique approach of providing cash flow through Bitcoin and innovative financial products. The filing indicates the company’s intent to submit a Registration Statement with the SEC and prepare for a public listing. The document underscores the strategic positioning towards institutional demand for Bitcoin exposure and innovative financial strategies to establish cash flow and value for shareholders.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025040215

Filing Summary: On May 6, 2025, Cantor Equity Partners, Inc. filed a Form 425 regarding its recently executed Business Combination Agreement with Twenty One Capital, Inc. and associated entities including Twenty One Merger Sub D and Tether Investments. The agreement was established on April 22, 2025, indicating a strategic partnership aimed at merging operations and resources to expand business capabilities and market share. The filing discusses the anticipated benefits of this merger in enhancing Cantor's presence in the cryptocurrency sector, with a specific focus on Bitcoin. Notably, Jack Mallers, the Co-Founder of Twenty One Capital, shared insights on three podcast interviews discussing the current macroeconomic environment and its implications on Bitcoin, positioning the asset as a strong alternative amidst fiat currency volatility. The interviews highlighted significant movements in cryptocurrency markets, with Bitcoin approaching the $100,000 mark, driven by increasing fiat liquidity and macroeconomic shifts. Mallers argued that Bitcoin serves as a hedge against U.S. economic policies and proposed innovative frameworks for valuing Bitcoin investments, aiming to attract significant capital investment and develop unique financial products around Bitcoin.

Form Type: 425

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000121390025039747

Filing Summary: On May 5, 2025, Cantor Equity Partners, Inc. filed a form 425 disclosing its merger activities with Twenty One Capital, Inc. and other entities, including Twenty One Merger Sub D and Tether Investments. The merger follows a Business Combination Agreement dated April 22, 2025, highlighting strategic partnerships with renowned firms like SoftBank Group. Jack Mallers, the CEO of Pubco, emphasized the vision to create a significant institutional investment vehicle for Bitcoin. Their approach includes launching with over 42,000 bitcoins and aims to capitalize on the evolving landscape of Bitcoin as a leading monetary asset. The discussions included the necessity of a new kind of public company focusing primarily on Bitcoin, addressing the growing institutional demand for Bitcoin assets as part of capital market strategies. Mallers shared insights on Bitcoin's competitive advantage in the market and its performance compared to traditional investment assets, illustrating the shift towards Bitcoin-driven financial innovations and the historical context influencing these changes.

Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025037733

Filing Summary: On April 30, 2025, Cantor Equity Partners, Inc. filed Form 425 regarding its merger plans with Twenty One Capital, Inc. and associated entities. On April 22, 2025, the company entered into a Business Combination Agreement involving multiple stakeholders, including Twenty One Merger Sub D and Tether Investments. Jack Mallers, the CEO of Twenty One, communicated the vision and objectives for this new venture, which aims to establish a dedicated Bitcoin vehicle in the US capital markets. Mallers expressed the intention to create an efficient Bitcoin business, highlighting the acquisition of significant Bitcoin assets in preparation for entering public markets. The Filing mentions a forthcoming Registration Statement on Form S-4, intended for shareholder approvals and to detail the Proposed Transactions. The communication emphasizes the market strategy distinguishing the new entity as a pure play Bitcoin business, leveraging significant investments to grow Bitcoin assets per share. Mallers reassured stakeholders about continuity in his leadership roles within the existing company while expanding into this new initiative.

Form Type: 425

Filing Date: 2025-04-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025036126

Filing Summary: On April 22, 2025, Cantor Equity Partners, Inc. entered into a Business Combination Agreement (BCA) with Twenty One Capital, Inc. and other parties which outlines a merger involving Cantor and Pubco. The agreement includes plans for a Registration Statement on Form S-4, to be filed with the SEC, which will include a preliminary proxy statement and prospectus. The communication highlights the intention to hold a shareholder meeting to approve the proposed transactions and provides details on PIPE Investments involving convertible notes. It emphasizes the importance of reading the forthcoming proxy materials for crucial information concerning the merger, and includes various forward-looking statements regarding the benefits and potential risks associated with the proposed transactions and Pubco's business strategies. Furthermore, it warns that the information does not constitute an offer or solicitation regarding the securities.

Form Type: 425

Filing Date: 2025-04-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025036183

Filing Summary: Cantor Equity Partners, Inc. entered into a Business Combination Agreement on April 22, 2025, with various parties including Twenty One Capital, Inc. and Tether Investments, to facilitate a merger under which Cantor Equity will merge into SPAC Merger Sub, becoming a wholly owned subsidiary of a new public company. Shareholders of Cantor Equity will receive shares of Pubco Class A common stock in exchange for their existing shares at a 1:1 ratio. The agreement stipulates specific financial terms, including the issuance of shares based on membership interests and conditions for mergers involving multiple entities. There are provisions for issuing convertible senior secured notes and equity private placements, as well as the inclusion of customary representations, warranties, and covenants from all parties involved. The completion of the merger is subject to several closing conditions, including shareholder approvals, compliance with applicable laws, and receipt of necessary regulatory approvals. Additionally, the agreement contains termination rights allowing parties to withdraw under specified circumstances. The processes surrounding the negotiations and finalization of the transaction have substantial implications for the affected companies and their stakeholders.

Form Type: 8-K

Filing Date: 2025-04-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025036178

Filing Summary: On April 22, 2025, Cantor Equity Partners, Inc. entered into a Business Combination Agreement with various parties, including Twenty One Capital, Inc. and Tether Investments, among others. The agreement outlines a merger where Cantor Equity Partners will merge with SPAC Merger Sub, a wholly-owned subsidiary of Pubco, allowing CEP shareholders to receive shares of Pubco Class A common stock for their CEP shares. The agreement stipulates that the transaction is contingent on several conditions, including regulatory approvals and the completion of prior funding arrangements. Additionally, the Mergers involve the formation of a Delaware corporation and the acquisition of assets from Tether and Bitfinex in exchange for shares in Pubco. The agreement also specifies the structure of new share classes with differing voting rights, provisions for a Trust Account Waiver, and details regarding termination rights and pre-closing covenants. It is designed to enable Pubco to become a publicly traded entity while requiring CEP to fulfill specific regulatory actions.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000121390025035201

Filing Summary: On April 24, 2025, Jack Mallers, CEO of Twenty One Capital, Inc. (Pubco), announced the business combination with Cantor Equity Partners, Inc. This merger aims to combine both companies under a Business Combination Agreement signed on April 22, 2025. The merger intends to create a Bitcoin-native company focused on capital markets participation in Bitcoin. Mallers outlined goals such as differentiating their metrics with 'Bitcoin Per Share' (BPS) and 'Bitcoin Return Rate' (BRR), moving away from traditional fiat earnings metrics. The merger is expected to leverage over $500 million in committed cash and over 42,000 Bitcoin on their balance sheet. Detailed guidance on the merger process and future filings with the SEC, including a Registration Statement on Form S-4 and a Proxy Statement/Prospectus, were also communicated, indicating upcoming shareholder votes on these transactions.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025034780

Filing Summary: On April 23, 2025, Cantor Equity Partners, Inc. announced its intention to complete a business merger with Twenty One Capital, Inc. and related entities via a Business Combination Agreement dated April 22, 2025. The merger incorporates various partners, including Tether Investments and iFinex, and aims to establish a company focused on Bitcoin strategic accumulation. The plan includes an initial offering of over 42,000 Bitcoin and introduces new public market metrics like Bitcoin per share and Bitcoin return rate to differentiate from traditional financial vehicles like ETFs. CEO Jack Mallers highlighted the operational model of the new entity, asserting that their target is to continually increase Bitcoin per share for shareholders while maintaining a commitment to growth and profitability. The priority for the prospective combined company includes transparency through official filings with the SEC, including a Registration Statement on Form S-4 and related proxy documentation. The communication emphasized the importance of shareholder proximity to the proposed transactions and encouraged reading upcoming SEC filings for more insights into the strategic direction and expected outcomes of the merger.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000121390025034375

Filing Summary: On April 23, 2025, Cantor Equity Partners, Inc. and Twenty One Capital, Inc. announced a Business Combination Agreement. This accord signifies a merger where Cantor Equity will merge into Twenty One Capital's SPAC, with shareholders receiving shares of Pubco for their Class A ordinary shares. Additionally, a second merger involves Twenty One merging with a future Delaware corporation. The movements facilitate Tether and Bitfinex contributing significant Bitcoin quantities, while SoftBank will hold a minority stake. Investments from convertible note and equity investors total $585 million. Proceeds will fund Bitcoin purchases and company operations, and relevant filings with the SEC will follow to solicit shareholder approvals for these transactions.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000121390025034374

Filing Summary: On April 23, 2025, Cantor Equity Partners, Inc. and Twenty One Capital, Inc. announced a Business Combination Agreement dated April 22, 2025. The merger involves the Company merging into SPAC Merger Sub, with shareholders receiving shares of Pubco Class A common stock for each Class A ordinary share of the Company. Additionally, Twenty One will merge into a new Delaware corporation formed by the Company. Following these mergers, Pubco will become a publicly traded entity, and significant contributions including 31,500 Bitcoin will be made to facilitate this transition. The transaction includes private investments via convertible notes and equity from various investors, totaling $385 million and $200 million respectively. These financial arrangements aim to support Bitcoin acquisitions and are structured under specific PIPE Subscription Agreements. The overall aim is to enhance liquidity and corporate capability post-merger, with Pubco projected to have a significant Bitcoin portfolio after completion.