Item 5. Other Information
Item 5. Other Information.
Trading Arrangements
During the quarterly period ended September 30,
2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any
“Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item
408 of Regulation S-K.
Additional Information
None.
27
Item 6. Exhibits.
Exhibit No.
Description
2.1
Business
Combination Agreement dated as of July 16, 2025, by and among the Registrant, SPAC Merger Sub, Pubco, Newco, the Seller, CEPO Subsidiary
A, CEPO Subsidiary B and Newco Merger Sub (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed
with the SEC on July 22, 2025).
10.1
Sponsor
Support Agreement, dated as of July 16, 2025, by and among Sponsor, the Registrant and Pubco (Incorporated by reference to the Registrant’s
Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.2
Form
of Lock-Up Agreement, by and among Pubco and the undersigned holders thereto (Incorporated by reference to the Registrant’s
Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.3
Form
of Amended and Restated Registration Rights Agreement, by and among Pubco, the Registrant, Sponsor and the undersigned holders thereto
(Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.4
Form
of Convertible Notes Subscription Agreement, dated as of July 16, 2025, by and among the Registrant, Pubco and certain investors
party thereto (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.5
Form
of Preferred Stock Subscription Agreement, dated as of July 16, 2025, by and among the Registrant, Pubco and certain investors party
thereto (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.6
Form
of CEPO Cash Equity PIPE Subscription Agreement, dated as of July 16, 2025, by and among the Registrant, Pubco and certain investors
party thereto (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.7
Form
of CEPO BTC Equity PIPE Subscription Agreement, dated as of July 16, 2025, by and among the Registrant, Pubco and certain investors
party thereto (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.8
Form
of Newco Equity PIPE Subscription Agreement, dated as of July 16, 2025, by and among the Registramt, Pubco, Newco and certain investors
party thereto (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 22, 2025).
10.9
Contribution
Agreement, dated as of July 16, 2025, by and between Newco and the Seller (Incorporated by reference to the Registrant’s Current
Report on Form 8-K, filed with the SEC on July 22, 2025).
10.10
Form
of Convertible Notes Subscription Agreement, dated as of August 7, 2025, by and among the Registrant, Pubco and certain investors
party thereto (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 7, 2025).
10.11
Form
of August Preferred Stock Subscription Agreement, dated as of August 25, 2025, by and among the Registrant, Pubco and certain investors
party thereto (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 25, 2025).
31.1*
Certification
of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification
of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification
of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
32.2**
Certification
of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed
herewith.
** Furnished
herewith
28
SIGNATURES
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 thereunto
duly authorized.
CANTOR EQUITY PARTNERS I, INC.
Date: November 14, 2025
By:
/s/ Brandon Lutnick
Name:
Brandon Lutnick
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2025
By:
/s/ Jane Novak
Name:
Jane Novak
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.