Announcement • Apr 24
Twenty One Capital, Inc. entered into a Business Combination Agreement to acquire Cantor Equity Partners, Inc. (NasdaqGM:CEP) from Cantor Fitzgerald, L.P. and others in a reverse merger transaction. Twenty One Capital, Inc. entered into a Business Combination Agreement to acquire Cantor Equity Partners, Inc. (NasdaqGM:CEP) from Cantor Fitzgerald, L.P. and others in a reverse merger transaction on April 22, 2025. The transaction values Twenty One at a pro-forma enterprise value of $3.6 billion, based on a Bitcoin spot price of $84,863.57 (a 10-day average CME CF BRRNY price) as of April 21, 2025. At the closing of the Business Combination, Twenty One will be majority-owned by Tether, co-founder of Twenty One and the world’s largest stablecoin issuer, and Bitfinex, with significant minority ownership by SoftBank Group Corp. Twenty One and CEP have also entered into subscription agreements with investors to raise, at closing, $585 million of total additional capital consisting of (i) $385 million through convertible senior secured notes and (ii) $200 million through a common equity PIPE financing (the “PIPE Offerings”, and together with the Business Combination. The net proceeds from the PIPE Offerings, which will close contemporaneously with the Business Combination, will be used to purchase additional Bitcoin and for general corporate purposes. Shares of Cantor Equity Partners will continue to trade on Nasdaq under the symbol “CEP” until the closing of the Transaction. Twenty One will seek to trade after closing under the ticker symbol “XXI.” Twenty One will be led by Co-Founder and CEO Jack Mallers. The Board of Directors of each of Twenty One and CEP has unanimously approved the transaction. The transaction will require the approval of the shareholders of CEP and is subject to customary closing conditions. Erica Chase of Cantor Fitzgerald & Co. is acting as financial and capital markets advisor to CEP. Ellenoff Grossman & Schole LLP is acting as legal advisor to CEP. Corte Lorenzo of Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor to Twenty One and Tether. Sullivan & Cromwell LLP is acting as legal advisor to SoftBank Group. Announcement • Dec 30
Cantor Equity Partners, Inc. Announces Chief Executive Officer Changes Effective on December 26, 2024, Howard W. Lutnick resigned from the board of directors (the “Board”) of Cantor Equity Partners, Inc. (the Company) as the Chief Executive Officer of the Company. Mr. Lutnick’s resignation follows his recent nomination by U.S. President Donald J. Trump to serve as U.S. Secretary of Commerce. Effective December 26, 2024, the Board appointed Brandon Lutnick as Chief Executive Officer of the Company. Mr. Lutnick, age 26, joined Cantor Fitzgerald, L.P. (“Cantor”) in April 2022 and currently works in the Office of the Chairman, managing strategy and overseeing other special projects relating to Cantor and its affiliates, a position he has held since November 2023. Mr. Lutnick previously was an equities trader at Cantor Fitzgerald & Co. from April 2022 to November 2023. Prior to joining Cantor, Mr. Lutnick started his career at Oak Hill Advisors where he served as a credit analyst from July 2021 to April 2022. Mr. Lutnick graduated from Stanford University with a B.A. in Symbolic Systems in May 2021. The company believe that Mr. Lutnick is qualified to serve as a member of board due to his business experience. Mr. Lutnick is the son of Howard W. Lutnick, the Chairman and Chief Executive Officer of Cantor and former Chairman and Chief Executive Officer. There are no other family relationships between Mr. Lutnick and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company. 
