Cantor EP Holdings Finalizes Share Conversions Following Merger

The transactions mark a key step in completing the merger between Cantor Equity Partners and Twenty One Capital.

December 11, 2025

Initial Share Issuance Sets the Stage

On December 8, Cantor EP Holdings, LLC executed a series of strategic equity transactions tied to the closing of its business combination with Twenty One Capital. The changes, filed with the SEC, marked a full transition from Class A and B ordinary shares in Cantor Equity Partners, Inc. (CEP) into new holdings under the combined entity, Pubco.

The process began with CEP issuing 124,743 Class A ordinary shares to Cantor EP Holdings to settle amounts owed under a prior promissory note. These shares were valued at $10 each and issued in connection with the terms of the amended Business Combination Agreement—originally signed in April and revised in July. This marked the first step in closing out CEP’s equity obligations ahead of the merger.

Conversion of Class B Shares

Next came the conversion of 2.5 million Class B shares into 9,463,886 Class A shares. This conversion followed anti-dilution terms laid out in CEP’s governing documents and was triggered by the completion of the business combination. Once converted, Cantor EP Holdings no longer held any Class B shares.

Immediately after, the sponsor entity surrendered 1,418,782 Class A shares back to CEP for cancellation. This step, outlined in the Sponsor Support Agreement, helped streamline the cap table before the final transition into Pubco.

Final Exchange and Ownership Structure

From there, the remaining 8,469,847 Class A shares were exchanged one-for-one into Pubco Class A common stock. By the end of these transactions, Cantor EP Holdings had exited its CEP equity positions and now holds its stake through Pubco.

Behind these transactions is a straightforward ownership structure:

• Cantor Fitzgerald, L.P. is the sole member of Cantor EP Holdings.


• CF Group Management, Inc. acts as the managing general partner of Cantor Fitzgerald.


• Brandon Lutnick serves as CEO of all three entities and controls voting shares through trust arrangements.

While these affiliated parties may be deemed to share beneficial ownership, they each limit their claim to the extent of their direct financial interests.

This sequence of moves clears the path for CEP and Pubco to operate as one, with the capital structure now aligned under the new public entity. The transactions were coordinated and timed to finalize the merger and meet the terms of the agreements in place.