Cantor Equity Partners I, Inc. Files 8-K with Key Agreements

TL;DR

Cantor Equity Partners I, Inc. filed an 8-K on Jan 6, 2025, reporting material agreements and equity sales.

AI Summary

Cantor Equity Partners I, Inc. filed an 8-K on January 10, 2025, reporting on events that occurred on January 6, 2025. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements, the equity sold, or the amendments made were not fully elaborated in the provided text.

Why It Matters

This filing signals significant corporate actions by Cantor Equity Partners I, Inc., potentially impacting its structure, operations, or financial standing.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation into the specifics.

Key Numbers

• 001-42464 — SEC File Number (Identifies the company's filing with the SEC.)
• 98-1576503 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Cantor Equity Partners I, Inc. (company) — Registrant
• January 10, 2025 (date) — Filing Date
• January 6, 2025 (date) — Earliest Event Date
• 110 East 59th Street, New York, NY 10022 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ed Class A ordinary shares, par value $0.0001 per share CEPO The Nasdaq Stock Mar
• $10.00 — e Public Shares were sold at a price of $10.00 per share, generating gross proceeds to
• $200,000,000 — rating gross proceeds to the Company of $200,000,000. In connection with the IPO, the Compa
• $5,000,000 — rating gross proceeds to the Company of $5,000,000. The Private Placement Shares are ident

Filing Documents

• ea0226881-8k_cantor1.htm (8-K) — 38KB
• ea022688101ex1-1_cantor1.htm (EX-1.1) — 244KB
• ea022688101ex1-2_cantor1.htm (EX-1.2) — 41KB
• ea022688101ex3-1_cantor1.htm (EX-3.1) — 338KB
• ea022688101ex10-1_cantor1.htm (EX-10.1) — 42KB
• ea022688101ex10-2_cantor1.htm (EX-10.2) — 87KB
• ea022688101ex10-3_cantor1.htm (EX-10.3) — 100KB
• ea022688101ex10-4_cantor1.htm (EX-10.4) — 43KB
• ea022688101ex10-5_cantor1.htm (EX-10.5) — 51KB
• ea022688101ex10-6_cantor1.htm (EX-10.6) — 25KB
• ea022688101ex10-7_cantor1.htm (EX-10.7) — 13KB
• ea022688101ex10-8_cantor1.htm (EX-10.8) — 25KB
• ea022688101ex99-1_cantor1.htm (EX-99.1) — 5KB
• ea022688101ex99-2_cantor1.htm (EX-99.2) — 6KB
• ex3-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-002656.txt ( ) — 1066KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 8, 2025, Cantor Equity Partners I, Inc. (the “ Company ”) consummated its initial public offering (the “ IPO ”) of 20,000,000 Class A ordinary shares, par value of $0.0001 per share (“ Class A Ordinary Shares ” and such shares sold in the IPO, the “ Public Shares ”). The Public Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $200,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-282947) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “ Commission ”) on November 1, 2024 (as amended, the “ Registration Statement ”): An Underwriting Agreement, dated January 6, 2025 by and among the Company, Cantor Fitzgerald & Co. (“CF&Co.”), as representative of the several underwriters, and the qualified independent underwriter named therein, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Business Combination Marketing Agreement, dated January 6, 2025, by and between the Company and CF&Co., a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. A Letter Agreement, dated January 6, 2025, by and among the Company, its officers, its directors and Cantor EP Holdings I, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated January 6, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Registration Rights Agreement, dated January 6, 2025, by and between the Company and the Spon

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale to the Sponsor of 500,000 Class A ordinary shares (the “ Private Placement Shares ”) at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $5,000,000. The Private Placement Shares are identical to the Public Shares, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

03. Amendments to Certificate of Incorporation or Bylaws;

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On January 6, 2025, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association (the “ Memorandum and Articles ”) with the Assistant Registrar of Companies of the Cayman Islands, effective the same day. The terms of the Memorandum and Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Memorandum and Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $200,000,000, comprised of certain proceeds from the IPO and the sale of the Private Placement Shares, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (other than excise taxes), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Public Shares properly submitted in connection with a shareholder vote to amend the Memorandum and Articles (a) to modify the substance or timing of the Company’s obligation to allow redemptions as described in the Registration Statement or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of the Public Shares if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, or by such earlier or later liquidation date as the board of directors or shareholders may approve, respectively, On January 6, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On January 8, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated January 6, 2025, by and among the Company, CF&Co., as representative of the several underwriters, and the qualified independent underwriter named therein. 1.2 Business Combination Marketing Agreement, dated January 6, 2025, by and between the Company and CF&Co. 3.1 Amended and Restated Memorandum and Articles of Association. 10.1 Letter Agreement, dated January 6, 2025, by and among the Company, its officers, its directors and the Sponsor. 10.2 Investment Management Trust Agreement, dated January 6, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated January 6, 2025, by and between the Company and the Sponsor. 10.4 Expense Advance Agreement, dated January 6, 2025, by and between the Company and the Sponsor. 10.5 Private Placement Shares Purchase Agreement, dated January 6, 2025, by and between the Company and the Sponsor. 10.6 Promissory Note, dated January 6, 2025, issued to the Sponsor pursuant to the Expense Advance Agreement. 10.7 Administrative Services Agreement, dated January 6, 2025, by and between the Company and the Sponsor. 10.8 Promissory Note, dated January 6, 2025, issued to the Sponsor. 99.1 Press Release, dated January 6, 2025. 99.2 Press Release, dated January 8, 2025. 3 SIGNATURE Pursuant to the requirements 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. CANTOR EQUITY PARTNERS I, INC. By: /s/ Brandon Lutnick Name: Brandon Lutnick Title: Chief Executive Officer Dated: January 10, 2025 4

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View this 8-K filing on SEC EDGAR