Cantor Equity Partners (CEP) Proxy Filing summary

Executive summary

• The proxy filing details a proposed business combination between Cantor Equity Partners, Inc. (CEP), Twenty One Capital, Inc. (Pubco), and other parties, resulting in Pubco becoming a publicly traded company focused on Bitcoin-related business lines, with significant Bitcoin holdings and educational initiatives at closing.

• The transaction involves multiple PIPE investments, convertible notes, and a complex equity structure, with Tether, Bitfinex, and SoftBank as major shareholders and contributors of Bitcoin, and Cantor Fitzgerald affiliates as key sponsors and advisors.

• The CEP Board unanimously recommends approval of the business combination and related proposals, citing strategic benefits, market opportunity, and alignment with major industry players, while also highlighting associated risks and potential conflicts of interest.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the business combination, merger, NTA amendment, organizational documents, Nasdaq compliance, and potential adjournment.

• Approval of the business combination and merger proposals is required for the transaction to proceed; other proposals are conditional on these approvals.

• The Sponsor has agreed to vote its shares in favor, while Tether will abstain from voting its shares.

Board of directors and corporate governance

• Post-closing, Pubco’s board will have seven directors: four designated by Tether (at least two independent), two by SoftBank (at least one independent), and the CEO.

• Tether and SoftBank’s board designation rights scale down as their voting interests decrease.

• Pubco will be a “controlled company” under NYSE rules and may rely on certain governance exemptions.