UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1629, 2025 (July 26, 2025)

CANTOR EQUITY PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42250		98-1576482
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

110 East 59th Street, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 938-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		CEP		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~June~~As ~~PIPE~~previously ~~Bitcoin~~reported ~~Purchase~~on Current Reports on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”), on April 22, 2025, Cantor Equity Partners, Inc., a Cayman Islands exempted company (“CEP”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Twenty One Capital, Inc., a Texas corporation (“Pubco”), Twenty One Merger Sub D, a Cayman Islands exempted company, Twenty One Assets, LLC, a Delaware limited liability company (“Twenty One”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether”), iFinex, Inc., a British Virgin Islands company, and, solely for the purposes of certain provisions in the Business Combination Agreement, Stellar Beacon LLC, a Delaware limited liability company, for a proposed business combination (the “Business Combination”).

AsOn ~~previously~~July ~~reported~~26, on2025, ~~Current~~the ~~Reports~~parties onto ~~Form~~the Business ~~8-K~~Combination ~~filed~~Agreement ~~with~~entered ~~the~~into ~~United~~Amendment ~~States~~No. ~~Securities~~1 ~~and~~to ~~Exchange~~the ~~Commission~~Business Combination Agreement (“Amendment No. 1 to the ~~“SEC~~Business Combination Agreement”), onwhich ~~April~~amends ~~22,~~the ~~2025,~~Business ~~Cantor~~Combination ~~Equity Partners~~Agreement, ~~Inc.,~~ ato ~~Cayman~~among ~~Islands~~other ~~exempted company (“CEP”)~~things, ~~entered~~provide ~~into~~that athe ~~Business~~Additional ~~Combination~~PIPE ~~Agreement~~Bitcoin Purchase Price (as defined in the “Business Combination Agreement”) ~~with~~used ~~Twenty~~to ~~One~~determine ~~Capital,~~the ~~Inc.,~~value aof ~~Texas~~Tether’s ~~corporation~~contribution ~~(“Pubco”),~~of ~~Twenty~~the ~~One~~Additional PIPE ~~Merger~~Bitcoin ~~Sub~~(as D,defined ain ~~Cayman~~the ~~Islands exempted~~Business ~~company,~~Combination ~~Twenty~~Agreement) ~~One~~to ~~Assets,~~Pubco ~~LLC,~~at athe ~~Delaware~~Closing ~~limited~~and ~~liability~~the ~~company~~number ~~(“Twenty~~of ~~One”),~~shares ~~Tether~~of ~~Investments,~~Pubco ~~S.A.~~Stock de(as defined ~~C.V.,~~in anthe ElBusiness ~~Salvador~~Combination ~~sociedad~~Agreement) ~~anónima~~to debe ~~capital~~issued ~~variable~~to (“Tether~~”),~~ ~~iFinex,~~at ~~Inc.,~~the aClosing ~~British~~in ~~Virgin~~exchange ~~Islands company, and, solely~~ for the ~~purposes~~sale of ~~certain~~the ~~provisions~~Additional inPIPE ~~the~~Bitcoin ~~Business~~by Tether ~~Combination~~to ~~Agreement,~~Pubco ~~Stellar~~shall ~~Beacon~~be ~~LLC,~~based aon ~~Delaware~~the ~~limited liability~~Signing ~~company~~Bitcoin ~~(“SoftBank”)~~Price of $84,863.57, ~~for~~rather athan ~~proposed~~on ~~business~~the ~~combination~~aggregate (amount Tether paid to purchase the ~~“Business~~Additional ~~Combination”)~~PIPE Bitcoin.

OnAmendment ~~June~~No. ~~19,~~1 ~~2025, CEP and Pubco entered into subscription agreements with certain investors (the “June Equity PIPE Investors”), pursuant~~ to ~~which CEP agreed to issue, and~~ the ~~June~~Business ~~Equity~~Combination ~~PIPE Investors agreed to purchase, 7,857,143 Class A ordinary shares of CEP, par value $0.0001 per share~~Agreement ~~(“CEP~~is ~~Class~~filed Aas ~~ordinary~~Exhibit ~~shares”), for an aggregate purchase price of $165 million ($21~~2.001 ~~per~~to ~~share),~~this inCurrent aReport ~~private placement~~on ~~(the~~Form ~~“June Equity PIPE”). On June 23~~8-K, ~~2025, Tether, Pubco, SoftBank~~ and, ~~solely for certain limited purposes, CEP, entered into a sale and purchase agreement (~~the ~~“June~~foregoing ~~PIPE~~description ~~Bitcoin~~thereof ~~Sale~~is ~~and~~qualified ~~Purchase~~in ~~Agreement”),~~its ~~pursuant~~entirety toby ~~which~~reference ~~Tether agreed~~ to ~~purchase~~the afull ~~number~~text of ~~Bitcoin~~Amendment ~~equal to approximately $147~~No.5 ~~million,~~1 ~~being~~to the ~~aggregate~~Business ~~gross~~Combination ~~cash~~Agreement ~~proceeds~~and of the ~~June~~ ~~Equity~~terms ~~PIPE less a holdback~~ of ~~$3.3~~which ~~million~~are ~~(such~~incorporated ~~Bitcoin, the “June PIPE Bitcoin” and such net proceeds, the “June PIPE Net Proceeds”),~~ by noreference ~~later than July 3, 2025~~herein.

~~Pursuant~~Item ~~to the June PIPE Bitcoin Sale and Purchase Agreement, CEP agreed that, following such purchase, it would file a Current Report on Form~~ 8-K.01 ~~with~~Other the SEC providing information about the purchase of the June PIPE Bitcoin, including the average purchase price thereof, and including details regarding how the content of the digital wallet for the June Equity PIPE Bitcoin (the “June Equity PIPE Digital Wallet”) can be viewedEvents.

~~Accordingly,~~On ~~CEP~~July is29, ~~filing~~2025, ~~this~~Pubco ~~Current~~issued ~~Report~~a onpress release ~~Form~~announcing ~~8-K (this “Report”) to announce~~ that ~~Tether~~at ~~has~~the ~~purchased~~closing ~~1381.15799423~~of ~~Bitcoin~~the ~~for~~Business anCombination ~~aggregate~~it ~~purchase~~will ~~price~~receive of approximately ~~$147.~~ 5,800 ~~million~~additional ~~and~~Bitcoin anfrom ~~average~~Tether ~~price~~bringing ~~per~~Pubco’s expected ~~Bitcoin~~total ofholdings ~~$106,794.44.~~at Atsuch ~~the~~ closing ofto ~~the~~43,500 ~~Business~~Bitcoin. ~~Combination~~A ~~and~~copy ~~upon the funding~~ of the ~~June~~ ~~Equity~~press ~~PIPE,~~release ~~Pubco~~is ~~shall~~attached ~~purchase~~hereto ~~from~~as ~~Tether~~Exhibit ~~the~~99.1 ~~June~~and ~~PIPE~~incorporated herein ~~Bitcoin~~by ~~for an aggregate price equal to the June PIPE Net Proceeds~~reference.

~~The~~Additional ~~June Equity PIPE Digital Wallet~~ Information and ~~the~~Where ~~June~~to ~~PIPE~~Find ~~Bitcoin~~It ~~can be viewed at the following link: https://www.blockchain.com/explorer/addresses/btc/bc1qu02a3xq593j3t8ulrjsrtswgje236qn4up57h0245c8ngp03fl8qdnaaz9.~~

~~Filing~~Pubco and Twenty One have submitted confidentially a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”) and intend to file publicly with the SEC the Registration Statement, which will include a preliminary proxy statement of ~~Draft~~CEP and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination and certain convertible senior secured notes offering and common equity PIPE financings (the “PIPE Offerings” and, together with the Business Combination, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of CEP as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. CEP and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This Report does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEP’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEP, TWENTY ONE, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEP and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to Twenty One Capital, Inc., via email at info@xxi.money, respectively.

On July 10, 2025, CEP and Pubco announced the recent confidential submission by Pubco and Twenty One of a draft registration statement relating to the Business Combination on Form S-4 with the SEC. A copy of the press release is attached hereto as Exhibit 99.1 ~~and incorporated herein by reference.~~

~~Additional~~NEITHER ~~Information~~THE SEC NOR ANY ~~and~~STATE ~~Where~~SECURITIES toREGULATORY ~~Find~~AGENCY ItHAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

~~Pubco and~~The ~~Twenty~~convertible ~~One intend to file with the SEC a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”),~~notes ~~which will include a preliminary proxy statement~~ of ~~CEP~~Pubco and ~~a prospectus (~~the “Proxy Statement/Prospectus”) in connection with the Business Combination and certain convertible senior secured notes offering and common equity PIPE financings (the “PIPE Offerings”) (collectively, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of CEP asClass ofA aordinary ~~record~~shares ~~date~~ to be ~~established~~issued ~~for voting on the Business Combination and other matters as described~~ in the ~~Proxy~~PIPE ~~Statement/Prospectus.~~Offerings ~~CEP~~have ~~and/or~~not ~~Pubco~~been ~~will~~registered ~~also~~under ~~file other documents regarding~~ the ~~Proposed~~Securities ~~Transactions~~Act ~~with the SEC. This Report does not contain all~~ of ~~the~~1933, as ~~information~~amended ~~that should be considered concerning~~ (the ~~Proposed~~“Securities ~~Transactions~~Act”) and ismay not ~~intended~~ tobe ~~form~~offered ~~the basis of any investment decision~~ or ~~any~~sold ~~other decision~~ in ~~respect of~~ the ~~Proposed~~United ~~Transactions.~~States ~~BEFORE~~absent ~~MAKING~~registration ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEP’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEP, TWENTY ONE, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or ~~that~~an ~~will be~~applicable ~~filed~~exemption ~~with~~from the ~~SEC~~registration byrequirements ~~CEP~~of ~~and Pubco, without charge, once available, on~~ the ~~SEC’s~~Securities ~~website at www~~Act.sec.gov or by directing a request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to Twenty One Capital, Inc., via email at info@xxi.money, respectively.

~~NEITHER THE~~Participants ~~SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON~~in ~~THE~~the MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.Solicitation

~~The~~CEP, ~~convertible~~Twenty One, Pubco ~~notes~~and their respective directors, executive officers, certain of ~~Pubco~~their shareholders and ~~the~~other ~~CEP~~members ~~Class~~of Amanagement ~~ordinary~~and ~~shares~~employees may be deemed under SEC rules to be ~~issued~~participants in the ~~PIPE~~solicitation ~~Offerings~~of ~~have~~proxies ~~not~~from ~~been~~CEP’s ~~registered~~shareholders ~~under~~in ~~the~~connection ~~Securities~~with ~~Act~~the Proposed Transactions. A list of ~~1933~~the names of such persons, asand ~~amended~~information (regarding their interests in the ~~“Securities~~Proposed ~~Act”)~~Transactions and ~~may~~their ~~not~~ownership of beCEP’s ~~offered~~securities are, or ~~sold~~will be, contained in CEP’s filings with the ~~United~~SEC, ~~States~~including ~~absent~~CEP’s ~~registration~~Annual orReport anon ~~applicable~~Form ~~exemption~~10-K ~~from~~for the ~~registration~~year ~~requirements~~ended December 31, 2024 filed with the SEC on March 28, 2025. Additional information regarding the interests of the persons ~~Securities~~who ~~Act~~may, under SEC rules, be deemed participants in the solicitation of proxies of CEP’s shareholders in connection with the Proposed Transactions, including the names and interests of the directors and executive officers of CEP, Twenty One and Pubco, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed with the SEC. Investors and security holders may obtain free copies of these documents as described above.

~~Participants~~No inOffer ~~the~~ or Solicitation

~~CEP,~~The information contained ~~Twenty~~in ~~One,~~this ~~Pubco~~Report ~~and~~is ~~their~~for ~~respective~~informational ~~directors,~~purposes ~~executive~~only ~~officers,~~and ~~certain~~is ofnot ~~their~~a ~~shareholders~~proxy ~~and~~statement ~~other~~or ~~members~~solicitation of ~~management~~a ~~and employees~~proxy, ~~may~~consent beor ~~deemed~~authorization ~~under~~with respect ~~SEC rules~~ to beany ~~participants~~securities or in ~~the~~respect ~~solicitation~~ of ~~proxies from CEP’s shareholders in connection with~~ the Proposed Transactions. Aand ~~list~~shall ofnot ~~the~~constitute ~~names~~an ofoffer ~~such~~to ~~persons~~sell or exchange, ~~and~~or ~~information~~a ~~regarding~~solicitation of ~~their~~an ~~interests~~offer into ~~the~~buy ~~Proposed~~or ~~Transactions and~~exchange ~~their~~the ~~ownership~~securities of CEP’s, ~~securities~~Twenty ~~are,~~One or ~~will be~~Pubco, ~~contained~~or inany ~~CEP’s~~commodity ~~filings~~or ~~with~~instrument ~~the~~or ~~SEC~~related derivative, ~~including~~nor ~~CEP’s Annual~~shall ~~Report~~there onbe ~~Form~~any ~~10-K~~sale ~~for~~of ~~the~~any ~~year~~such ~~ended~~securities ~~December~~in ~~31,~~any ~~2024~~state ~~filed~~or ~~with~~jurisdiction ~~the~~in ~~SEC~~which onsuch ~~March~~offer, 28solicitation, ~~2025.~~sale ~~Additional~~or ~~information~~exchange ~~regarding~~would ~~the~~be ~~interests~~unlawful ofprior ~~the~~to ~~persons~~registration ~~who~~or ~~may,~~qualification under ~~SEC~~the ~~rules,~~securities belaws ~~deemed~~of ~~participants~~such instate ~~the~~or ~~solicitation~~jurisdiction. ofNo ~~proxies~~offer of ~~CEP’s~~securities ~~shareholders~~shall inbe ~~connection~~made except ~~with~~by ~~the~~means ~~Proposed~~of ~~Transactions,~~a ~~including~~prospectus meeting the ~~names~~requirements ~~and interests~~ of the ~~directors~~Securities ~~and~~Act ~~executive~~or ~~officers~~an ofexemption ~~CEP,~~therefrom. ~~Twenty~~Investors ~~One~~should ~~and~~consult ~~Pubco,~~with their ~~will~~counsel beas ~~set~~to ~~forth in~~ the ~~Registration~~applicable ~~Statement~~requirements ~~and~~for ~~Proxy~~a ~~Statement/Prospectus,~~purchaser ~~which is expected~~ to beavail ~~filed~~itself ~~with the SEC. Investors and security holders may obtain free copies~~ of ~~these~~any ~~documents~~exemption asunder ~~described~~the ~~above~~Securities Act.

~~No Offer or Solicitation~~2

~~The information~~Forward-Looking ~~contained~~Statements in this Report is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEP, Twenty One or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

This Report contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving CEP, Pubco and Twenty One, including expectations, intentions, plans, prospects regarding CEP, Pubco, Twenty One and the Proposed Transactions and statements regarding the anticipated timing of the completion of the Proposed Transactions, assets held by Pubco, use of proceeds and the satisfaction of closing conditions to the Proposed Transactions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-~~Looking~~looking ~~Statements~~statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEP’s securities; the risk that the Proposed Transactions may not be completed by CEP’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of CEP’s shareholders, or any of the PIPE Offerings; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of CEP’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the CEP Class A ordinary shares or the shares of Class A common stock of Pubco, par value $0.01 per share (“Pubco Class A Stock”); the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that Pubco’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; risks related to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions, Pubco experiences difficulties managing its growth and expanding operations; the risks that growing Pubco’s learning programs and educational content could be difficult; challenges in implementing Pubco’s business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation; the outcome of any potential legal proceedings that may be instituted against CEP, Pubco, Twenty One or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that CEP, Pubco and/or Twenty One filed, or that will be filed, with the SEC.

~~This Report~~The ~~contains~~foregoing ~~certain~~list ~~forward-looking statements within the meaning~~ of ~~the U.S. federal securities laws with respect to the Proposed~~ ~~Transactions~~risk ~~involving~~factors ~~CEP,~~is ~~Pubco~~not ~~and~~exhaustive. ~~Twenty~~You ~~One,~~should ~~including~~carefully ~~expectations,~~consider ~~intentions, plans, prospects regarding CEP, Pubco, Twenty One and~~ the ~~Proposed~~foregoing ~~Transactions~~factors and ~~statements regarding~~ the anticipated timing of the completion of the Proposed Transactions, assets held by Pubco, use of proceeds and the satisfaction of closing conditions to the Proposed Transactions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other ~~statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to~~ risks and uncertainties~~. Many~~ ~~factors~~described ~~could cause actual future events to differ materially from the forward-looking statements~~ in ~~this Report, including, but~~ ~~not limited to:~~ the ~~risk~~“Risk ~~that~~Factors” ~~the~~section ~~Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price~~ of ~~CEP’s securities;~~ the ~~risk~~final ~~that~~prospectus ~~the Proposed Transactions may not be completed by CEP’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation~~ of ~~the Business Combination~~CEP, ~~including~~dated ~~the~~as ~~approval~~ of ~~CEP’s~~August ~~shareholders~~12, or2024 ~~any~~and offiled ~~the~~by ~~PIPE Offerings; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of~~ CEP’s ~~public~~with ~~shareholders which may reduce~~ the ~~public float of, reduce the liquidity of the trading market~~SEC ~~of,~~on ~~and/or~~August ~~maintain the quotation~~13, ~~listing~~2024, ~~or trading of the~~ CEP’s ~~Class~~Quarterly AReports ordinary shares or the shares of Class A common stock of Pubco, par value $0.01 per share (“Pubco Class A Stock”); the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities on ~~any~~Form ~~securities exchange after closing of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business~~10-Q, ~~market, financial, political and regulatory conditions; risks relating to Pubco~~CEP’s ~~anticipated~~Annual ~~operations~~Report ~~and~~on ~~business, including~~Form ~~the~~10-K ~~highly~~and ~~volatile nature of~~ the ~~price~~Registration ~~of Bitcoin; the risk~~ Statement that ~~Pubco’s stock price~~ will be ~~highly~~filed ~~correlated~~by toPubco ~~the price~~and ofTwenty ~~Bitcoin~~One and the ~~price~~Proxy ofStatement/Prospectus ~~Bitcoin~~contained ~~may~~therein, ~~decrease~~and ~~between~~other ~~the signing of the definitive~~ documents ~~for~~filed ~~the~~by ~~Proposed~~CEP, ~~Transactions~~Twenty One and ~~the~~ ~~closing~~Pubco offrom ~~the Proposed Transactions or at any~~ time ~~after the closing of the Proposed Transactions; risks related~~ to ~~increased~~time ~~competition in~~with the ~~industries~~SEC. inThese ~~which~~filings ~~Pubco~~do or will ~~operate;~~identify ~~risks relating to significant legal, commercial, regulatory~~ and ~~technical~~address ~~uncertainty~~other ~~regarding Bitcoin;~~important risks ~~relating to the treatment of crypto assets for U.S.~~ and ~~foreign~~uncertainties ~~tax purposes; risks~~ that ~~after consummation of the Proposed~~ ~~Transactions,~~could ~~Pubco~~cause ~~experiences~~actual ~~difficulties~~events ~~managing its growth~~ and ~~expanding~~results ~~operations;~~to ~~the~~differ ~~risks~~materially ~~that~~from ~~growing~~those ~~Pubco’s~~contained ~~learning programs and educational content could be difficult; challenges~~ in ~~implementing~~the ~~Pubco’s business plan including Bitcoin~~forward-~~related financial~~looking ~~and~~statements. ~~advisory~~There ~~services,~~may ~~due to operational challenges, significant competition and regulation; being considered to~~ be ~~a “shell~~additional ~~company”~~risks bythat ~~any~~neither ~~stock exchange on which Pubco Class A Stock will be listed or by the SEC~~CEP, ~~which~~Twenty ~~may~~One ~~impact~~nor Pubco’s ~~ability to~~presently ~~list~~know ~~Pubco Class A Stock and restrict reliance on certain rules~~ or ~~forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings~~ that ~~may be instituted against~~ CEP, ~~Pubco,~~ Twenty One ~~or others following announcement of the Proposed Transactions,~~ and ~~those~~Pubco ~~risk~~currently ~~factors~~believe ~~discussed~~are inimmaterial ~~documents~~ that ~~CEP,~~could also ~~Pubco~~cause ~~and/or~~actual ~~Twenty~~results ~~One~~to ~~filed,~~differ orfrom ~~that~~those ~~will~~contained bein ~~filed, with~~ the ~~SEC~~forward-looking statements.

~~The~~Forward-looking ~~foregoing~~statements ~~list~~speak only as of ~~risk~~the ~~factors~~date isthey ~~not~~are ~~exhaustive~~made. ~~You~~Readers ~~should~~are ~~carefully~~cautioned ~~consider~~not ~~the~~to ~~foregoing~~put ~~factors~~undue ~~and~~reliance ~~the~~on ~~other~~forward-looking ~~risks~~statements, and ~~uncertainties~~each ~~described in the “Risk Factors” section~~ of ~~the final prospectus of~~ CEP, Twenty ~~dated~~One asand ofPubco ~~August~~assumes ~~12,~~no ~~2024~~obligation and ~~filed~~does bynot ~~CEP~~intend ~~with~~to ~~the SEC~~update onor ~~August~~revise ~~13,~~these ~~2024, CEP’s Quarterly Reports on Form 10~~forward-Qlooking statements, ~~CEP’s~~whether ~~Annual~~as ~~Report~~a ~~on Form 10-K and the Registration Statement~~result ~~that~~of ~~will~~new beinformation, ~~filed~~future ~~by Pubco and Twenty One and the Proxy Statement/Prospectus contained therein~~events, ~~and~~or ~~other~~otherwise. ~~documents~~Neither ~~filed by~~ CEP, Twenty One ~~and~~nor Pubco ~~from~~gives ~~time~~any toassurance ~~time~~that ~~with~~either ~~the~~CEP, ~~SEC.~~Twenty ~~These~~One ~~filings do~~ or Pubco will ~~identify~~achieve ~~and~~its ~~address~~expectations. ~~other~~The ~~important~~inclusion ~~risks~~of ~~and~~any ~~uncertainties~~statement ~~that could cause actual events and results to differ materially from those contained~~ in ~~the~~this ~~forward-looking~~Report ~~statements.~~does ~~There~~not ~~may~~constitute bean ~~additional risks~~admission ~~that~~by ~~neither~~ CEP, Twenty One or ~~nor~~ Pubco ~~presently know~~ or ~~that~~any ~~CEP,~~other ~~Twenty~~person ~~One and Pubco currently believe are immaterial~~ that ~~could also~~the ~~cause~~events ~~actual~~or ~~results~~circumstances todescribed ~~differ from those contained~~ in ~~the~~such ~~forward-looking~~statement ~~statements~~are material.

~~Forward-looking statements~~Item ~~speak only as of the date they are made~~9.01 ~~Readers~~Financial ~~are~~Statements ~~cautioned not to put undue reliance on forward-looking statements,~~ and ~~each~~ ~~of CEP, Twenty One and Pubco assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise~~Exhibits. Neither CEP, Twenty One nor Pubco gives any assurance that either CEP, Twenty One or Pubco will achieve its expectations. The inclusion of any statement in this Report does not constitute an admission by CEP, Twenty One or Pubco or any other person that the events or circumstances described in such statement are material.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Amendment No.1 to the Business Combination Agreement, dated as of July 26, 2025, by and among CEP, SPAC Merger Sub, Pubco, Twenty One, the Sellers and, for certain limited purposes, SoftBank.
99.1		Press Release, dated July 29, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
99.1		Press Release, dated July 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1629, 2025

	CANTOR EQUITY PARTNERS, INC.

	By:	/s/ Brandon Lutnick
	Name:	Brandon Lutnick
	Title:	Chief Executive Officer

Filing Compare · Cantor Equity Partners, Inc.