4//SEC Filing
CANTOR FITZGERALD, L. P. 4
Accession 0001213900-25-119776
CIK 0001865602other
Filed
Dec 8, 7:00 PM ET
Accepted
Dec 9, 6:54 PM ET
Size
20.8 KB
Accession
0001213900-25-119776
Insider Transaction Report
Form 4
Lutnick Brandon
DirectorChairman and CEO10% Owner
Transactions
- Exercise/Conversion
Class A ordinary shares
2025-12-08+9,463,886→ 9,888,629 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−1,418,782→ 8,469,847 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−8,469,847→ 0 total - Exercise/Conversion
Class B ordinary shares
2025-12-08−2,500,000→ 0 total→ Class A ordinary shares (2,500,000 underlying) - Award
Class A ordinary shares
2025-12-08$10.00/sh+124,743$1,247,430→ 424,743 total
Cantor EP Holdings, LLC
10% Owner
Transactions
- Award
Class A ordinary shares
2025-12-08$10.00/sh+124,743$1,247,430→ 424,743 total - Exercise/Conversion
Class A ordinary shares
2025-12-08+9,463,886→ 9,888,629 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−1,418,782→ 8,469,847 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−8,469,847→ 0 total - Exercise/Conversion
Class B ordinary shares
2025-12-08−2,500,000→ 0 total→ Class A ordinary shares (2,500,000 underlying)
CANTOR FITZGERALD L P
10% Owner
Transactions
- Award
Class A ordinary shares
2025-12-08$10.00/sh+124,743$1,247,430→ 424,743 total - Exercise/Conversion
Class A ordinary shares
2025-12-08+9,463,886→ 9,888,629 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−1,418,782→ 8,469,847 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−8,469,847→ 0 total - Exercise/Conversion
Class B ordinary shares
2025-12-08−2,500,000→ 0 total→ Class A ordinary shares (2,500,000 underlying)
CF GROUP MANAGEMENT INC
10% Owner
Transactions
- Award
Class A ordinary shares
2025-12-08$10.00/sh+124,743$1,247,430→ 424,743 total - Exercise/Conversion
Class A ordinary shares
2025-12-08+9,463,886→ 9,888,629 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−1,418,782→ 8,469,847 total - Disposition to Issuer
Class A ordinary shares
2025-12-08−8,469,847→ 0 total - Exercise/Conversion
Class B ordinary shares
2025-12-08−2,500,000→ 0 total→ Class A ordinary shares (2,500,000 underlying)
Footnotes (6)
- [F1]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.
- [F2]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").
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
Cantor Equity Partners, Inc.
CIK 0001865602
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001024896
Filing Metadata
- Form type
- 4
- Filed
- Dec 8, 7:00 PM ET
- Accepted
- Dec 9, 6:54 PM ET
- Size
- 20.8 KB