UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 27, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on Current Reports on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”), on April 22, 2025, Cantor Equity Partners, Inc., a Cayman Islands exempted company (“CEP”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Twenty One Capital, Inc., a Texas corporation (“Pubco”), Twenty One Merger Sub D, a Cayman Islands exempted company, Twenty One Assets, LLC, a Delaware limited liability company (“Twenty One”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether”), iFinex, Inc., a British Virgin Islands company, and solely for the purposes of certain provisions in the Business Combination Agreement, Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”), for a proposed business combination (the “Business Combination”).
Contemporaneously with the execution of the Business Combination Agreement, CEP and Pubco entered into (i) subscription agreements (the “Convertible Note Subscription Agreements”) with certain investors, pursuant to which such investors agreed to acquire 1.00% convertible senior secured notes due 2030 (the “Convertible Notes”) in an aggregate principal amount of $340.2 million (the “Subscription Notes”), which number excludes the option (the “Option”) granted to such investors to purchase additional Convertible Notes up to an aggregate principal amount of $100 million included in the Convertible Note Subscription Agreements, which Option was exercised in full by certain of such investors and Cantor EP Holdings, LLC (the “Sponsor”) on May 22, 2025 (the Convertible Notes to be issued pursuant to the Option, the “Option Notes”), (ii) subscription agreements with certain investors, pursuant to which such investors agreed to purchase 20,000,0000 Class A ordinary shares of CEP, par value $0.0001 per share (“CEP Class A ordinary shares”), for an aggregate purchase price of $200 million ($10.00 per share), payable in either cash or Bitcoin (the “April Equity PIPE”), (iii) that certain Sponsor Support Agreement with the Sponsor (the “Sponsor Support Agreement”), pursuant to which, among other matters, Pubco and the Sponsor agreed to enter into a Securities Exchange Agreement at the closing of the Business Combination (the “Closing”), pursuant to which the Sponsor will exchange a number of its shares of Class A common stock of Pubco, par value $0.01 per share (“Pubco Class A Stock”), in exchange for Convertible Notes (such exchanged Convertible Notes, the “Exchange Notes”) and (iv) an engagement letter with Cantor Fitzgerald & Co. (“CF&Co.”), pursuant to which, among other matters, CF&Co. may be entitled to receive Convertible Notes on the terms set forth therein (the “Engagement Letter Notes”). In connection with the exercise of the Option, on May 22, 2025, the Sponsor entered into a subscription agreement on substantially the same terms as the Convertible Note Subscription Agreements with respect to its pro rata allotment of the Option Notes. The purchase, sale and issuance of the Subscription Notes, the Option Notes, the Exchange Notes and the Engagement Letter Notes are collectively referred to herein as the “Convertible Notes PIPE” and the aggregate principal amount of the Convertible Notes PIPE is $486.5 million.
On June 19, 2025, CEP and Pubco entered into subscription agreements with certain investors (the “June Equity PIPE Investors”), pursuant to which CEP agreed to issue, and the June Equity PIPE Investors agreed to purchase, 7,857,143 CEP Class A ordinary shares for an aggregate purchase price of $165 million ($21.00 per share), in a private placement (the “June Equity PIPE,” and together with the Convertible Notes PIPE and the April Equity PIPE, the “PIPE Offerings”). The net proceeds of the June Equity PIPE will be used by Pubco to purchase the June PIPE Bitcoin (as defined below).
June PIPE Bitcoin Sale and Purchase Agreement
On June 23, 2025, Tether, Pubco, SoftBank and, solely for certain limited purposes, CEP, entered into a sale and purchase agreement (the “June PIPE Bitcoin Sale and Purchase Agreement”), pursuant to which Tether agreed to purchase a number of Bitcoin equal to approximately $147.5 million, being the aggregate gross cash proceeds of the June Equity PIPE less a holdback of $3.3 million (such Bitcoin, the “June PIPE Bitcoin” and such net proceeds, the “June PIPE Net Proceeds”), no later than July 3, 2025. At the Closing and upon the funding of the June Equity PIPE, Pubco shall purchase from Tether the June PIPE Bitcoin for an aggregate price equal to the June PIPE Net Proceeds.
The form of June PIPE Bitcoin Sale and Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of the June PIPE Bitcoin Sale and Purchase Agreement and the terms of which are incorporated by reference herein.
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Amendment to Sponsor Support Agreement
On June 25, 2025, CEP, Pubco and the Sponsor entered into Amendment No. 1 to Sponsor Support Agreement (the “Sponsor Support Agreement Amendment”), which amends the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement Amendment, the Sponsor has agreed that it may, subject to the conditions specified therein, forfeit a number of CEP Class A ordinary shares it receives upon conversion of its Class B ordinary shares of CEP pursuant to the anti-dilution provisions of CEP’s amended and restated memorandum and articles of association pursuant to the formula set forth therein. In addition, the form of Securities Exchange Agreement to be entered into by the Sponsor and Pubco immediately after the Closing has been amended and restated in the form attached to the Sponsor Support Agreement Amendment to modify the formula used to determine the number of shares of Pubco Class A Stock that the Sponsor will exchange for Exchange Notes.
The Sponsor Support Agreement Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Sponsor Support Agreement Amendment and the terms of which are incorporated by reference herein.
Item 8.01 Other Events.
Amended and Restated Softbank Purchase Agreement
On June 23, 2025, Tether and SoftBank entered into an Amended and Restated Sale and Purchase Agreement (the “Amended and Restated SoftBank Purchase Agreement”), which amends and restates the SoftBank Purchase Agreement, dated as of April 22, 2025, by and between Tether and SoftBank (the “Original Softbank Purchase Agreement”).
Pursuant to the Amended and Restated SoftBank Purchase Agreement, immediately following the Closing: (i) SoftBank will pay Tether a purchase price calculated in accordance with the terms of the Amended and Restated SoftBank Purchase Agreement either in cash or, in part, by reducing the number of SoftBank Shares (as defined below) to which SoftBank would otherwise be entitled in accordance with the terms of the Amended and Restated SoftBank Purchase Agreement (the “Purchase Price”); and (ii) Tether will transfer to SoftBank an equal number of shares of Pubco Class A Stock and shares of Class B common stock of Pubco, par value $0.01 per share (such shares, the “SoftBank Shares”), calculated pursuant to an agreed formula.
The Amended and Restated Softbank Purchase Agreement modifies the following elements of the Original SoftBank Purchase Agreement: (i) the formulation for calculating the number of SoftBank Shares that Softbank will receive and (ii) the formulation for calculating the Purchase Price to, among other things, account for the June PIPE Bitcoin to be purchased by Tether and sold to Pubco pursuant to the June PIPE Bitcoin Sale and Purchase Agreement.
The Amended and Restated Softbank Purchase Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of the Softbank Purchase Agreement and the terms of which are incorporated by reference herein. The information furnished under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in any such filing.
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Additional Information and Where to Find It
Pubco and Twenty One intend to file with the SEC the Registration Statement, which will include a preliminary proxy statement of CEP and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination and the PIPE Offerings (collectively, the “Proposed Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of CEP as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. CEP and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This Report does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEP’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEP, TWENTY ONE, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEP and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to Twenty One Capital, Inc., via email at info@xxi.money, respectively.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The convertible notes of Pubco and the CEP Class A ordinary shares to be issued in the PIPE Offerings have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
CEP, Twenty One, Pubco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEP’s shareholders in connection with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions and their ownership of CEP’s securities are, or will be, contained in CEP’s filings with the SEC, including CEP’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CEP’s shareholders in connection with the Proposed Transactions, including the names and interests of the directors and executive officers of CEP, Twenty One and Pubco, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed with the SEC. Investors and security holders may obtain free copies of these documents as described above.
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No Offer or Solicitation
The information contained in this Report is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEP, Twenty One or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This Report contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving CEP, Pubco and Twenty One, including expectations, intentions, plans, prospects regarding CEP, Pubco, Twenty One and the Proposed Transactions and statements regarding the anticipated timing of the completion of the Proposed Transactions, assets held by Pubco, use of proceeds and the satisfaction of closing conditions to the Proposed Transactions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEP’s securities; the risk that the Proposed Transactions may not be completed by CEP’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of CEP’s shareholders, or any of the PIPE Offerings; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of CEP’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the CEP Class A ordinary shares or the shares of Pubco Class A Stock; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that Pubco’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; risks related to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions, Pubco experiences difficulties managing its growth and expanding operations; the risks that growing Pubco’s learning programs and educational content could be difficult; challenges in implementing Pubco’s business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Pubco Class A Stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco Class A Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against CEP, Pubco, Twenty One or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that CEP, Pubco and/or Twenty One filed, or that will be filed, with the SEC.
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The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of CEP, dated as of August 12, 2024 and filed by CEP with the SEC on August 13, 2024, CEP’s Quarterly Reports on Form 10-Q, CEP’s Annual Report on Form 10-K and the Registration Statement that will be filed by Pubco and Twenty One and the Proxy Statement/Prospectus contained therein, and other documents filed by CEP, Twenty One and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither CEP, Twenty One nor Pubco presently know or that CEP, Twenty One and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of CEP, Twenty One and Pubco assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither CEP, Twenty One nor Pubco gives any assurance that either CEP, Twenty One or Pubco will achieve its expectations. The inclusion of any statement in this Report does not constitute an admission by CEP, Twenty One or Pubco or any other person that the events or circumstances described in such statement are material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1+ | June PIPE Bitcoin Sale and Purchase Agreement, dated as of June 23, 2025, by and among Pubco, Tether, SoftBank and CEP. | |
| 10.2+ | Amendment No. 1 to Sponsor Support Agreement, dated as of June 25, 2025, by and among the Sponsor, CEP and Pubco. | |
| 99.1+† | Amended and Restated SoftBank Sale and Purchase Agreement, dated as of June 23, 2025, by and among Tether and SoftBank. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CEP will provide a copy of such omitted materials to the SEC or its staff upon request. |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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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.
Dated: June 27, 2025
| CANTOR EQUITY PARTNERS, INC. | ||
| By: | /s/ Brandon Lutnick | |
| Name: | Brandon Lutnick | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
EXECUTION VERSION
SALE AND PURCHASE AGREEMENT
This Sale and Purchase Agreement (this “Agreement”) is entered into on June 23, 2025 by and among Twenty One Capital, Inc., a Texas corporation (“Pubco”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (the “Tether”), Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”), and, solely for purposes of Section 1(c), Section 2, Section 3 and Section 4(d) (collectively, the “SPAC Provisions”), Cantor Equity Partners, Inc., a Cayman Islands exempted company (“SPAC”). Pubco, Tether, SoftBank, and, solely for the purposes of the SPAC Provisions, SPAC, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meanings given to such terms in the BCA (as defined below).
WHEREAS, on April 22, 2025, Pubco, SPAC, Tether, SoftBank (solely for the limited purposes described therein) and the other parties thereto entered into a business combination agreement (the “BCA”);
WHEREAS, on June 19, 2025, Pubco and SPAC entered into subscription agreements substantially in the form set forth on Exhibit A (the “June PIPE Subscription Agreements”) with the investors named therein (the “June PIPE Investors”), pursuant to which the June PIPE Investors have agreed to make a private investment in SPAC (the “June PIPE Investment”) by purchasing Class A ordinary shares, par value $0.0001 per share, of SPAC in the aggregate amount equal to $165,000,003, of which $150,799,992 shall be paid in cash and $14,200,011 shall be paid in Bitcoin; and
WHEREAS, the Parties desire that, following the date of this Agreement, Tether shall purchase a number of Bitcoin (the “June PIPE Bitcoin”) equal to $147,499,992 (the “June PIPE Net Cash Proceeds”), being the amount of the June PIPE Investment paid in cash less a holdback amount equal to $3,300,000, which June PIPE Bitcoin shall be sold by Tether to Pubco at the Closing and upon funding of the June PIPE Investment by the June PIPE Investors, at a purchase price equal to the June PIPE Net Cash Proceeds.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:
Section 1. Sale and Purchase.
(a) Tether shall purchase a number of Bitcoin equal to the June PIPE Bitcoin by no later than July 3, 2025 (the “June PIPE Bitcoin Purchase”).
(b) Upon the June PIPE Bitcoin Purchase, the June PIPE Bitcoin shall be placed into a digital wallet held or operated by or on behalf of Tether (the “PIPE Digital Wallets”), and which content of such PIPE Digital Wallet shall be viewable publicly and (i) neither such June PIPE Bitcoin nor such PIPE Digital Wallet shall be subject to any Liens (other than Permitted Liens), (ii) Tether shall take commercially reasonable steps to protect the PIPE Digital Wallet and the June PIPE Bitcoin, (iii) prior to the June PIPE Bitcoin Sale (as defined below), Tether shall not sell or transfer the June PIPE Bitcoin or the PIPE Digital Wallets, and (iv) Tether shall have the exclusive ability to control the PIPE Digital Wallet, including by use of “private keys” or other equivalent means or through custody arrangements or other equivalent means.
(c) Following the June PIPE Bitcoin Purchase, SPAC shall file a Current Report on Form 8-K providing information about the purchase of the June PIPE Bitcoin, including the average purchase price thereof, and including details regarding how the content of the PIPE Digital Wallet can be viewed.
(d) At the Closing and upon the funding of the June PIPE Investment by the June PIPE Investors and completion of the Mergers, Pubco shall purchase the June PIPE Bitcoin from Tether at an aggregate purchase price equal to the June PIPE Net Cash Proceeds (the “June PIPE Bitcoin Sale”).
(e) Following the June PIPE Bitcoin Sale, the June PIPE Bitcoin shall be placed in a custodial account with Anchorage serving as the custodian.
Section 2. Termination.
This Agreement may be terminated prior to the Closing as follows: (a) by the mutual written consent of Pubco, SPAC, Tether and SoftBank; or (b) automatically with no further action required by the Parties if the BCA is terminated in accordance with its terms. If this Agreement is terminated in accordance with this Section 2, this Agreement shall become void and of no further force and effect.
Section 3. Representations and Warranties.
(a) Pubco represents and warrants to Tether, SoftBank and SPAC, as follows:
(i) Pubco (i) is validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation and (ii) has the requisite corporate power to carry on its business as it is now being conducted and to enter into and perform its obligations under this Agreement.
(ii) Pubco has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of Pubco are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Pubco and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the legal, valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms.
(iii) The execution and delivery Pubco of this Agreement, the consummation by Pubco of the transactions contemplated hereby, and compliance by Pubco with any of the provisions hereof, will not (a) conflict with or violate any provision Pubco’s Organizational Documents in any material respect, (b) conflict with or violate any law applicable to Pubco or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Pubco under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide material compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of such Party under, (viii) give rise to any material obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any material Contract of such Party, except for any deviations from any of the foregoing clauses (b) or (c) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Pubco.
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(b) Tether represents and warrants to Pubco, SoftBank and SPAC, as follows:
(i) Tether (i) is validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation and (ii) has the requisite corporate power to carry on its business as it is now being conducted and to enter into and perform its obligations under this Agreement.
(ii) Tether has all requisite power, authority and legal right and capacity to execute and deliver this Agreement, to perform Tether’s hereunder and to consummate the Transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Tether and assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Tether, enforceable against Tether in accordance with its terms.
(iii) The sale of the June Bitcoin, when sold pursuant to this Agreement (subject to the receipt by Tether of the Purchase Price in accordance with the terms of this Agreement), will be free and clear of all liens or other restrictions (other than those arising under this Agreement or the BCA or applicable securities laws).
(iv) The execution and delivery by Tether of this Agreement and the consummation by Tether of the transactions contemplated hereby, and compliance by Tether with any of the provisions hereof, will not, (a) conflict with or violate any provision of Tether’s Organizational Documents, (b) conflict with or violate any Law applicable to Tether or any of its properties or assets or (c) (i) violate, conflict with or result in a material breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Tether under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Tether under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a material default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which Tether is a party or its properties or assets are bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to materially impair or delay the ability of Tether to consummate the transactions contemplated hereby.
(v) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the June PIPE Bitcoin to Pubco.
Section 4. Miscellaneous.
(a) Each Party shall execute and deliver, or cause to be executed and delivered, such other instruments as may be reasonably requested by the other Party or reasonably required to effectuate the transactions contemplated hereby and to otherwise carry out the purposes of the June PIPE Investment and this Agreement.
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(b) No Party makes any representations or warranties under or with respect to this Agreement other than those set forth in Section 3 to this Agreement.
(c) All Expenses (as defined in the BCA) incurred in connection with this Agreement and the transactions contemplated hereby will be reimbursed in accordance with Section 12.5 (Fees and Expenses) of the BCA.
(d) This Agreement may be amended or supplemented only with the prior written consent of Pubco, SPAC, Tether and SoftBank. No term of this Agreement, nor performance hereof or compliance herewith, may be waived except by a writing signed by the Party giving such waiver.
(e) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(f) This Agreement embodies the complete agreement and understanding among the Parties and supersedes and preempts any prior understandings or agreements by or among the Parties, written or oral, that may relate to the subject matter hereof.
(g) If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
(h) Section 12.2 (Notices), Section 12.3 (Binding Effect; Assignment), Section 12.6 (Governing Law; Jurisdiction) and Section 12.7 (Specific Performance) of the BCA shall apply to this Agreement, mutatis mutandis, as if fully set forth herein.
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IN WITNESS WHEREOF,
each Party has caused this Agreement to be signed and delivered by its respective duly authorized signatory as of the date first written
above.
| TWENTY ONE CAPITAL, INC. | ||
| By: | /s/ Steven Meehan | |
| Name: | Steven Meehan | |
| Title: | Secretary | |
| TETHER INVESTMENTS, S.A. DE C.V. | ||
| By: | /s/ Giancarlo Devasini | |
| Name: | Giancarlo Devasini | |
| Title: | Sole Administrator | |
| STELLAR BEACON LLC | ||
| By: | /s/ Karol Niewiadomski | |
| Name: | Karol Niewiadomski | |
| Title: | Manager | |
| Solely for certain limited purposes specified herein: | ||
| CANTOR EQUITY PARTNERS, INC. | ||
| By: | /s/ Brandon Lutnick | |
| Name: | Brandon Lutnick | |
| Title: | Chief Executive Officer | |
EXHIBIT A
FORM OF JUNE PIPE SUBSCRIPTION AGREEMENT
Exhibit 10.2
Execution Version
AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT
This AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT (this “Amendment”), dated as of June 25, 2025, is entered into by and among Cantor EP Holdings, LLC, a Delaware limited liability company (“Sponsor”), Cantor Equity Partners, Inc., a Cayman Islands exempted company (“SPAC”), and Twenty One Capital, Inc., a Texas corporation (“Pubco”).
WHEREAS, the Sponsor, SPAC and Pubco are parties to that certain Sponsor Support Agreement, dated as of April 22, 2025 (the “Agreement”);
WHEREAS, on the date hereof, SPAC and Pubco have entered into subscription agreements with certain investors to make a private investment in SPAC by purchasing 7,857,143 SPAC Class A Ordinary Shares at the Closing for an aggregate purchase price of $165 million ($21.00 per share), payable in either cash or Bitcoin (the “June PIPE”); and
WHEREAS, as a result of the June PIPE, pursuant to Section 11(h) of the Agreement and Section 8.3(b) of the BCA, the parties hereto desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement or the BCA (as defined in the Agreement), as applicable.
2. Amendments.
a. Section 4(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
“(a) The parties hereby agree that, as a result of the issuance of SPAC Class A Ordinary Shares in the Equity PIPE and the June PIPE, the conversion ratio applicable to the conversion of the SPAC Class B Ordinary Shares into SPAC Class A Ordinary Shares pursuant to the SPAC Memorandum and Articles shall be adjusted in accordance with the Anti-Dilution Right immediately prior to the SPAC Merger to account for the number of SPAC Class A Ordinary Shares issued in the Equity PIPE, the June PIPE and any other private investment in public equity investment to be consummated in connection with the Closing (the “PIPE Shares”), which shall result in the Sponsor receiving a number of SPAC Class A Ordinary Shares upon the conversion of its SPAC Class B Ordinary Shares equal to (a) (i) 10,000,000 minus the number of SPAC Class A Ordinary Shares subject to redemption in connection with the Closing, plus (ii) the number of PIPE Shares, multiplied by (b) twenty-five percent (25%) (such number of SPAC Class A Ordinary Shares issued to Sponsor upon conversion of its SPAC Class B Ordinary Shares, the “Sponsor Class A Ordinary Shares”), subject to the provisions of the following paragraph.
Sponsor hereby agrees that, subject to and conditioned upon the Closing, Sponsor shall surrender for cancellation a number of Sponsor Class A Ordinary Shares, which Sponsor Class A Ordinary Shares shall be cancelled automatically by SPAC and for no consideration immediately prior to the SPAC Merger, so that Sponsor shall own a number of Sponsor Class A Ordinary Shares as of immediately prior to the Effective Time equal to the lesser of:
(1) (A) (I) 10,000,000 minus the number of SPAC Class A Ordinary Shares subject to redemption in connection with the Closing, plus (II) the number of PIPE Shares, multiplied by (B) twenty-five percent (25%); and
(2) (A) 7,084,804 plus (B) (I) 1.5% multiplied by (II) the aggregate amount of the Convertible Notes Gross Cash Proceeds, the Equity PIPE Gross Proceeds and the Option Note Gross Proceeds received by Pubco and SPAC from the PIPE Investors and the Sponsor at the Closing pursuant to their respective PIPE Subscription Agreements (including the subscription agreement, dated May 22, 2025, by and among the Sponsor, SPAC and Pubco), and divided by (II) $10.”
b. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
3. References to the Sponsor Support Agreement. After giving effect to this Amendment, unless the context otherwise requires, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment. Except as specifically set forth above, the Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed. Upon the execution and delivery of this Amendment by the parties hereto, (a) this Amendment shall become immediately effective, and (b) this Amendment shall be incorporated in, and become a part of, the Agreement as set forth herein for all purposes of the Agreement. To the extent any provision of the Agreement is inconsistent with this Amendment, this Amendment shall control.
4. Other Miscellaneous Provisions. Section 11 of the Sponsor Support Agreement shall apply to this Amendment as if set forth herein, mutatis mutandis.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Sponsor Support Agreement as of the date first written above.
| SPAC: | ||
| CANTOR EQUITY PARTNERS, INC. | ||
| By: | /s/ Brandon Lutnick | |
| Name: | Brandon Lutnick | |
| Title: | Chief Executive Officer | |
| SPONSOR: | ||
| CANTOR EP HOLDINGS, LLC | ||
| By: | /s/ Brandon Lutnick | |
| Name: | Brandon Lutnick | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to Sponsor Support Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Sponsor Support Agreement as of the date first written above.
| PUBCO: | ||
| TWENTY ONE CAPITAL, INC. | ||
| By: | /s/ Steven Meehan | |
| Name: | Steven Meehan | |
| Title: | Secretary | |
[Signature Page to Amendment No. 1 to Sponsor Support Agreement]
EXHIBIT A
FORM OF SECURITIES EXCHANGE AGREEMENT
(Attached)
A-1
Final Form
SECURITIES EXCHANGE AGREEMENT
This SECURITIES EXCHANGE AGREEMENT, dated as of [●], 2025 (this “Agreement”), is by and between Twenty One Capital, Inc., a Texas corporation (“Pubco”), and Cantor EP Holdings, LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the BCA (as defined herein).
WHEREAS, on April 22, 2025, (a) Pubco, (b) Cantor Equity Partners, Inc., a Cayman Islands exempted company (“SPAC”), (c) Twenty One Merger Sub D, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (d) Twenty One Assets, LLC, a Delaware limited liability company (the “Company”), (e) Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable, (f) iFinex, Inc., a British Virgin Islands company, and (g) Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”) (solely for certain limited purposes), entered into that certain Business Combination Agreement (as amended, modified, or supplemented from time to time, the “BCA”);
WHEREAS, pursuant to the BCA, among other things, on the date hereof, the Company has merged with and into Company Merger Sub (with Company Merger Sub surviving such merger as an indirect wholly-owned subsidiary of Pubco) (the “Company Merger”) and SPAC has merged with and into SPAC Merger Sub (with SPAC Merger Sub surviving such merger as a direct wholly-owned subsidiary of Pubco) (the “SPAC Merger” and together with the Company Merger and the other transactions contemplated by the BCA, including the Contribution, the Pre-Closing Restructuring and the PIPE Investments (each as defined in the BCA), the “Transactions”);
WHEREAS, in connection with the SPAC Merger and the other Transactions, on the date hereof, Pubco has issued to Sponsor [●] shares of Pubco Class A Stock, which was determined in accordance with the Sponsor Support Agreement and the BCA, in exchange for the SPAC Class A Ordinary Shares of Sponsor that it received from SPAC after conversion of the SPAC Class B Ordinary Shares held by Sponsor immediately prior to the Effective Time (such shares of Pubco Class A Stock, the “Founder Shares” which for the avoidance of doubt, shall not include any shares of Pubco Class A Stock received by Sponsor or its Affiliates as a result of the conversion or exchange of any SPAC Loans or any SPAC Class A Ordinary Shares held by the Sponsor on or prior to the transactions contemplated by the BCA);
WHEREAS, Sponsor desires to exchange a number of Founder Shares for such aggregate principal amount of 1.00% Convertible Senior Notes of Pubco due 2030, substantially in the form attached as Exhibit A hereto (the “Exchange Notes”), in each case as determined in accordance with Section 1 below, and Pubco is willing to undertake such exchange as set forth herein (such exchange, the “Securities Exchange”); and
WHEREAS, the Securities Exchange is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as may be available under the Code.
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NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein, the parties hereto agree as follows:
1. Securities Exchange.
(a) At the Exchange Closing (as defined below), the parties shall effectuate the Securities Exchange in the following manner:
(i) Sponsor hereby assigns, transfers and delivers to Pubco, free and clear of all liens, adverse claims, mortgages, pledges, encumbrances, options, charges or other security interests (other than restrictions under the Insider Letter, the Sponsor Support Agreement or applicable securities Laws), [●] Founder Shares (the “Pubco Shares”), which number of Founder Shares is equal to the number of Sponsor Class A Ordinary Shares (as defined in the Sponsor Support Agreement and after giving effect to the share surrender described in Section 4(a) of the Sponsor Support Agreement) minus 3,415,104.
(ii) In exchange for the transfer of the Pubco Shares, Pubco hereby issues and delivers to Sponsor, an aggregate principal amount of Exchange Notes of $[●], which is equal in value to the product of (1) the total number of the Pubco Shares multiplied by (2) $10.00 per share.
(b) Pubco acknowledges and agrees that the Exchange Notes and shares of Pubco Class A Stock issuable upon conversion thereof shall have the same registration rights as set forth in the Convertible Notes Subscription Agreements dated April 22, 2025, among Pubco, SPAC and the Convertible Notes Investors party thereto, which registration rights shall apply mutatis mutandis.
2. Exchange Closing. The closing of the Securities Exchange (the “Exchange Closing”) shall occur simultaneously with the execution of this Agreement and immediately after the Closing of the Transactions.
3. Representations and Warranties of Pubco. Pubco represents and warrants to Sponsor as of the date hereof as follows:
(a) Due Organization. Pubco is duly organized, validly existing and in good standing under the Laws of the State of Texas.
(b) Due Authorization; Binding Agreement; No Conflicts. Pubco has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Pubco and (assuming due authorization, execution and delivery by Sponsor) constitutes the valid and binding obligation of Pubco enforceable against Pubco in accordance with its terms, subject to the Enforceability Exceptions. Neither this Agreement nor the consummation of the Securities Exchange violate, conflict with or result in a breach of or default under (i) the articles of incorporation or bylaws of Pubco, (ii) any material Contract to which Pubco is a party or by which Pubco or any of its assets are bound, or (iii) any Laws applicable to Pubco.
(c) Validity of Exchange Notes. The Exchange Notes issued pursuant to this Agreement are valid and binding obligations of Pubco enforceable against Pubco in accordance with their terms, subject to the Enforceability Exceptions.
(d) Validity of Shares Underlying Exchange Notes. The issuance and delivery of the shares of Pubco Class A Stock upon conversion of the Exchange Note will have been duly authorized by Pubco and, when issued and delivered to Sponsor (or its nominee or custodian in accordance with the Sponsor’s delivery instructions), will be validly issued, fully paid and free and clear of any liens or other restrictions whatsoever (other than any liens or restrictions imposed by applicable securities Laws, the BCA or the organizational documents of Pubco), and will not have been issued in violation of or subject to any preemptive or similar rights created under Pubco’s organizational documents, under the Texas Business Organizations Code or any other applicable Law.
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4. Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Pubco as of the date hereof as follows:
(a) Due Organization. Sponsor is duly organized and validly existing under the Laws of the State of Delaware.
(b) Due Authorization; Binding Agreement; No Conflicts. Sponsor has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Sponsor and (assuming due authorization, execution and delivery by Pubco) constitutes the valid and binding obligation of Sponsor enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions. Neither this Agreement nor the consummation of the Securities Exchange violate, conflict with or result in a breach of or default under (i) the operating agreement of Sponsor, (ii) any material Contract to which Sponsor is a party or by which Sponsor or any of its assets are bound, or (iii) any Laws applicable to Sponsor.
(c) Ownership of the Pubco Shares. Sponsor is the beneficial owner of the Pubco Shares, free and clear of any lien, adverse claim, mortgage, pledge, encumbrance, option, charge or other security interests (other than restrictions under the Insider Letter, the Sponsor Support Agreement or applicable securities Laws) that would prevent Sponsor’s compliance with its obligations hereunder. Sponsor has the sole right and power to vote and dispose of the Pubco Shares, and none of the Pubco Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or transfer of any of the Pubco Shares, except for this Agreement.
(d) Investment Intent. The Exchange Notes to be acquired by Sponsor pursuant to this Agreement shall be acquired for Sponsor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities Laws, and such Exchange Notes shall not be disposed of in contravention of the Securities Act or any applicable state securities Laws.
(e) Sophisticated Investor. Sponsor is a an institutional “accredited investor” as defined in Rule 501 under Regulation D of the Securities Act. Sponsor is able to bear the economic risk of its investment in the Exchange Notes for an indefinite period of time and acknowledges that no public market exists for the Exchange Notes and that there is no assurance that a public market will ever develop for the Exchange Notes. The Exchange Notes have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
(f) Information. Sponsor has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, sufficient information (including all documents filed or furnished to the Securities and Exchange Commission by Pubco) and has had sufficient access to Pubco necessary for Sponsor to decide to exchange its Pubco Shares for the Exchange Notes in accordance with this Agreement.
5. General Provisions.
(a) Amendments. No amendment, modification, termination, or waiver of any provision of this Agreement, and no consent to any departure by any of Sponsor or Pubco from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by the party sought to be bound, and then it shall be effective only in the specific instance and for the specific purpose for which it is given.
(b) Disclosure. Nothing contained in this Agreement shall be construed to limit Pubco or Sponsor from making such disclosures as may be required by Law.
A-4
(c) Notice. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email during normal business hours, (iii) by overnight courier service, or (iv) after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, and otherwise on the next Business Day, addressed as follows (or at such other address for a party as shall be specified by like notice):
if to Pubco, to it at:
Twenty One Capital, Inc.
c/o iFinex c/o SHRM Trustees (BVI) Limited, Trinity Chambers, PO Box 4301, Road Town, Tortola, VG1110, BVI
Email: Legal
Attention: legal@tether.to (copy to investments.legal@tether.to)
if to Sponsor, to it at:
Cantor EP Holdings, LLC
110 East 59th Street
New York, NY 10022
Attention: Chief Executive Officer
Email: CantorEquityPartners@cantor.com and legalnotices@cantor.com
(d) Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
(e) Governing Law; Jurisdiction; WAIVER OF JURY TRIAL. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York. Each party to this Agreement hereby (i) irrevocably consents and agrees that any legal or equitable Action arising under or in connection with this Agreement may be brought in the federal or state courts located in New York County in the State of New York, (ii) by execution and delivery of this Agreement, irrevocably submits to and accepts the jurisdiction of said courts, (iii) waives any defense that such court is not a convenient forum, and (iv) consent that any service of process in any such Action may be made (x) in the manner set forth in Section 5 (c) (other than by e-mail), or (y) by any other method of service permitted by Law. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LEGAL ACTION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.
(f) Entire Agreement. This Agreement embodies the entire agreement and understanding of Sponsor and Pubco with respect to the subject matter hereof and thereof, and supersedes all prior agreements or understandings, with respect to the subject matter of this Agreement.
(g) Specific Performance; Enforcement. Each of the parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement may cause the other party to sustain damages for which it would not have an adequate remedy at Law for money damages, and therefore, each of the parties hereto agrees that in the event of any such breach the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled at Law or in equity. The parties agree that they shall be entitled to seek to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they may entitled at Law or in equity.
(h) Counterparts; Facsimile. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by facsimile signatures of the parties hereto.
(i) Expenses. All fees and expenses with respect to the negotiation of this Agreement and the consummation of the transactions contemplated hereby shall be borne by the party incurring such fees and expenses.
[Signature page follows]
A-5
IN WITNESS WHEREOF, Pubco and Sponsor have caused this Securities Exchange Agreement to be executed on its behalf as of the date first written above.
|
PUBCO:
TWENTY ONE CAPITAL, INC. | ||
| By: | ||
| Name: | ||
| Title: |
| |
| SPONSOR: | ||
| CANTOR EP HOLDINGS, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
A-6
EXHIBIT A
FORM OF EXCHANGE NOTE
(See attached)
A-7
Exhibit 99.1
EXECUTION VERSION
Certain personally identifiable information has been omitted from this exhibit pursuant to
item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT
This AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT (this “Agreement”) is entered into on June 23, 2025, by and among Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (the “Seller”), and Stellar Beacon LLC, a Delaware limited liability company (the “Purchaser”). Seller and Purchaser are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined herein shall have the meanings given to such terms in the BCA (as defined below).
WHEREAS, on April 22, 2025, (a) Seller, (b) Purchaser (solely for the limited purposes described therein), (c) Cantor Equity Partners, Inc., a Cayman Islands exempted company (“SPAC”), (d) Twenty One Capital, Inc., a Texas corporation (“Pubco”), (e) Twenty One Merger Sub D, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (f) Twenty One Assets, LLC, a Delaware limited liability company (the “Company”) and (g) the other parties thereto entered into a business combination agreement (the “BCA”);
WHEREAS, on June 19, 2025, Pubco, Seller and Purchaser entered into a sale and purchase agreement (the “June Equity PIPE SPA”) to, among other things, reflect the transactions contemplated by the June Equity PIPE (as defined below);
WHEREAS, pursuant to and in accordance with the BCA, (a) SPAC will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company (such surviving company, the “SPAC Surviving Entity” and such merger, the “SPAC Merger”), and with the shareholders of SPAC receiving one share of Class A common stock, par value $0.01 per share, of Pubco (“Pubco Class A Common Stock”) for each Class A ordinary share of SPAC, par value $0.0001 per share (including the shares of Class A common stock of SPAC, par value $0.0001 per share), issued in exchange therefore (“SPAC Class A Ordinary Shares”), held by such shareholder in accordance with the terms of the BCA and (b) Company will merge with and into a newly formed Delaware corporation (“Company Merger Sub”), with the Company Merger Sub continuing as the surviving company (the “Company Surviving Entity”), and with shareholders of the Company receiving shares of Pubco Class A Common Stock and shares of Class B common stock, par value $0.01 per share (“Pubco Class B Common Stock”), of Pubco in exchange for interests of the Company (“Company Interests”) in accordance with the terms of the BCA (the “Company Merger”, and together with the SPAC Merger, the “Mergers”, and together with the other transactions contemplated by the BCA, the “Transactions”), and as a result of which Mergers, the SPAC Surviving Entity and the Company Surviving Entity will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the BCA and in accordance with applicable law;
WHEREAS, in connection with the Transactions, Seller, iFinex, Inc., a British Virgin Islands company (“Bitfinex”), and the Company have entered into a Contribution Agreement (the “Contribution Agreement”), pursuant to which, immediately prior to the closing of the BCA, (a) Seller shall contribute to the Company 24,500 Bitcoin, (b) Bitfinex shall contribute to the Company 7,000 Bitcoin, for an aggregate contribution of 31,500 Bitcoin (clauses (a) and (b) collectively, the “Contribution”) and (c) in exchange for the Contribution, the Company shall issue to each of Seller and Bitfinex a number of Company Interests to be calculated in accordance with the terms of the Contribution Agreement;
WHEREAS, on April 22, 2025, (a) the Convertible Notes Investors (as defined in the BCA) agreed to make a private investment in Pubco by purchasing convertible notes with an aggregate principal amount equal to the Convertible Note Gross Proceeds (as defined in the BCA) , which was increased by One Hundred Million United States Dollars ($100,000,000) as a result of the Convertible Notes Investors’ exercise in full of their option to purchase additional Convertible Notes on May 22, 2025 and (b) the Equity PIPE Investors (as defined in the BCA) have agreed to make a private investment in SPAC by purchasing SPAC Class A Ordinary Shares in the aggregate amount equal to the Equity PIPE Gross Proceeds (as defined in the BCA), in each case, pursuant to (x) subscription agreements substantially in the form set forth on Exhibit D of the BCA for the Convertible Notes PIPE (the “April Convertible Notes Subscription Agreements”) and (y) subscription agreements substantially in the form set forth on Exhibit E of the BCA for the Equity PIPE (together with the April Convertible Notes Subscription Agreements, the “April PIPE Subscription Agreements”);
WHEREAS, pursuant to the terms of the BCA (i) within ten (10) Business Days following the date of signing of the BCA, Seller purchased Bitcoin in an aggregate principal amount equal to the sum of (a) the Convertible Notes Gross Cash Proceeds (as defined in the BCA) and (b) the Equity PIPE Gross Cash Proceeds (as defined in the BCA) minus the Initial Holdback Amount (as defined in the BCA) (such number of Bitcoin, the “April Initial PIPE Bitcoin”) and (ii) within ten (10) Business Days following May 22, 2025, Seller purchased Bitcoin in an aggregate principal amount equal to (a) the Option Note Gross Proceeds (as defined in the BCA) minus the Option Holdback Amount (as defined in the BCA) (such number of Bitcoin together with the April Initial PIPE Bitcoin, the “April PIPE Bitcoin”);
WHEREAS, on June 19, 2025, certain investors (the “June Equity PIPE Investors”) have agreed to make a private investment in SPAC (the “June Equity PIPE”) by purchasing SPAC Class A Ordinary Shares in an aggregate amount equal to $165,000,003, of which $150,799,992 shall be paid in cash and $14,200,011 shall be paid in Bitcoin pursuant to subscription agreements substantially in the form set forth on Exhibit A of the June Equity PIPE SPA (together with the April PIPE Subscription Agreements, the “PIPE Subscription Agreements”);
WHEREAS, pursuant to the terms of the June Equity PIPE SPA, within ten (10) Business Days following the date of signing of the June Equity PIPE SPA, Seller will purchase a number of Bitcoin equal to the June PIPE Net Cash Proceeds (as defined in the June Equity PIPE SPA) (such number of Bitcoin, the “June PIPE Bitcoin” and, together with the April PIPE Bitcoin, the “PIPE Bitcoin”);
WHEREAS, on April 22, 2025 (the “Original Effective Date”), in connection with the BCA and the transactions contemplated thereby, Seller and Purchaser entered into that certain Sale and Purchase Agreement, pursuant to which Purchaser agreed to acquire from Seller, and Seller agreed to transfer to Purchaser, a certain number of shares of Pubco’s Class A Common Stock and Class B Common Stock that Seller will receive upon the closing of the BCA (as amended and restated on May 29, 2025, the “Original Purchase Agreement”); and
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WHEREAS, Seller and Purchaser desire to amend and restate the Original Purchase Agreement in its entirety and enter into this Agreement, pursuant to which Purchaser shall acquire from Seller, and Seller shall transfer to Purchaser, the SoftBank Shares (as defined below) that Seller will receive upon the closing of the BCA, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:
Section 1. Sale. Subject to the terms and conditions of this Agreement, at Closing (as defined below), Seller hereby agrees to sell and transfer to Purchaser, and Purchaser agrees to purchase and accept from Seller, the SoftBank Shares (as defined below) in exchange for the Purchase Price (as defined below).
(a) The consideration to be paid by Purchaser for the purchase of the SoftBank Shares (the “Purchase Price”) shall be the sum of clauses (i), (ii), (iii) and (iv) below:
(i) An amount equal to the lesser of (A) 10,500 multiplied by the Bitcoin Price (as defined below) on the Business Day (as defined below) immediately prior to the Closing Date (as defined herein) (such amount, the “SoftBank Bitcoin Amount”), and (B) One Billion United States Dollars ($1,000,000,000);
(ii) An amount equal to (A) the lesser of (x) the SoftBank Bitcoin Amount and (y) One Billion United States Dollars ($1,000,000,000) multiplied by (B) the Applicable Rate (such amount, the “SoftBank Bitcoin Cost Amount”);
(iii) An amount equal to (A) the April PIPE Bitcoin valued at the Bitcoin Price on the Business Day immediately prior to the Closing Date divided by three, multiplied by (B) the Applicable Rate (such amount, the “April PIPE Bitcoin Cost Amount”); and
(iv) An amount equal to (A) the June PIPE Bitcoin valued at the Bitcoin Price on the Business Day immediately prior to the Closing Date multiplied by (B) the fraction obtained by dividing (x) the number of Pubco Class A Common Stock that would be owned by SoftBank after giving effect to clauses (i) and (iv) of Section 1(c) of this Agreement, as numerator, by (y) the total number of Pubco Class A Common Stock issued and outstanding as of the Closing Date minus such number of SPAC Class A Ordinary Shares issued to the June Equity PIPE Investors upon the closing of the June Equity PIPE, as denominator, multiplied by (C) the Applicable Rate (such amount, the “June PIPE Bitcoin Cost Amount” and, together with the April PIPE Bitcoin Cost Amount, the “PIPE Bitcoin Cost Amount”).
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(b) The Purchaser may, at its election, pay the SoftBank Bitcoin Cost Amount and the PIPE Bitcoin Cost Amount either (i) in cash or (ii) by reducing the number of SoftBank Shares that would otherwise be transferred by Seller to Purchaser at Closing by a number of shares equal to (A) (x) the SoftBank Bitcoin Cost Amount plus the April PIPE Bitcoin Cost Amount, divided by (y) $10.00 plus (B) the June PIPE Bitcoin Cost Amount, divided by $21.00 (rounded to the next whole share) (such shares, the “Net Settlement Shares”).
(c) In exchange for the payment of the Purchase Price, at Closing, Seller will transfer to Purchaser an equal number of shares of Pubco’s Class A Common Stock and Class B Common Stock (such Pubco Common Stock, the “SoftBank Shares”), in each case calculated as:
(i) (A) the lesser of (x) 10,500 multiplied by the Bitcoin Price on the Business Day immediately prior to the Original Effective Date, and (y) One Billion United States Dollars ($1,000,000,000), divided by (B) $10.00 (rounded to the next whole share) (the result of this clause (i), the “Base Share Amount”), minus
(ii) the Net Settlement Shares (if any), minus
(iii) the Withholding Shares (if any), minus
(iv) if the SoftBank Bitcoin Amount exceeds One Billion United States Dollars ($1,000,000,000), a number of shares equal to (A) the Base Share Amount, multiplied by (B) (x) one (1) minus (y) the fraction obtained by dividing One Billion United States Dollars ($1,000,000,000) as numerator, by the SoftBank Bitcoin Amount as denominator (rounded to the next whole share).
(d) For the purposes of this Agreement:
(i) “Accrual Period” means the actual number of calendar days for the period beginning on and including the applicable Accrual Start Date to, but excluding, the Closing Date.
(ii) “Applicable Rate” means a percentage (rounded to the nearest five decimal places) obtained by multiplying the Accrual Rate by (A) the Accrual Period, divided by (B) 365 (as mutually agreed by Purchaser and Seller).
(iii) “Bitcoin Price” shall mean United States Dollar price of one bitcoin as determined by the average of the CME CF Bitcoin Reference Rate - New York Variant for the ten (10) day period ending on the day prior to any applicable Business Day.
(iv) “Accrual Rate” shall mean the sum of (A) the arithmetic average (rounded to the nearest five decimal places) of the Term SOFR Screen Rate on each U.S. Government Securities Business Day during the Accrual Period and (B) 3.00%.
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(v) “Term SOFR Screen Rate” shall mean the forward-looking SOFR term rate for a 3-month tenor administered by CME (or any successor administrator determined by Purchaser in consultation with Seller) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by Purchaser in consultation with Seller).
(vi) “CME” means CME Group Benchmark Administration Limited.
(vii) “Business Day” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York City (New York) or Houston (Texas) or the Secretary of State of Delaware are not open for a full business day for the general transaction of business.
(viii) “U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.
(ix) “Accrual Start Date”, means the applicable date or dates on which Seller has purchased the PIPE Bitcoin, as certified by Seller to Purchaser in writing.
Section 2. Closing.
(a) The consummation of the transactions contemplated hereby (the “Closing”) shall occur on the same date as the closing of the Transactions, immediately after the consummation of the Company Merger (the “Closing Date”).
(b) At least five (5) Business Days before the anticipated Closing Date, Seller shall deliver written notice to Purchaser specifying the anticipated Closing Date. Seller shall deliver the wire instructions for delivery of the Purchase Price to Purchaser or its designee.
(c) The obligations of Purchaser to effect the transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable law, waiver by Purchaser, of the conditions that on or prior to the Closing Date:
(i) The Business Combination shall have closed pursuant to the terms and conditions of the BCA in effect as of the date hereof unless amended or otherwise modified consistent with the terms thereof and hereof, including, for the avoidance of doubt with Purchaser’s prior written consent;
(ii) No waiver or amendment of any provision of any of the BCA, any PIPE Subscription Agreement, or any of the Ancillary Documents (as defined in the BCA) (the “Ancillary Documents,” which for greater certainty shall include the forms of such Ancillary Documents (whether attached to the BCA or otherwise) to the extent such Ancillary Documents are not entered into substantially concurrently with this Agreement) shall have occurred without Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed);
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(iii) No governmental authority with competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition; and
(iv) All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date, as though made on and as of the Closing Date (other than (A) representations and warranties that are qualified as to materiality or Seller Material Adverse Effect (as defined below) which representations and warranties shall be true in all respects or (B) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects as of such specified date); and
(v) Seller shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing.
(d) The obligations of Seller to effect the transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable law, waiver by the Parties, of the conditions that on or prior to the Closing Date:
(i) The Business Combination shall have closed pursuant to the terms and conditions of the BCA in effect as of the date hereof unless amended or otherwise modified consistent with the terms thereof and hereof, including, for the avoidance of doubt with Purchaser’s prior written consent;
(ii) No governmental authority with competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition;
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(iii) All representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date, as though made on and as of the Closing Date (other than (A) representations and warranties that are qualified as to materiality or Purchaser Material Adverse Effect (as defined below) which representations shall be true in all respects or (B) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects as of such specified date);
(iv) Purchaser has wired the Purchase Price (less the value of any Net Settlement Shares, if applicable) to an account designated Seller; and
(v) Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing.
(e) Prior to or at the Closing, Purchaser shall deliver to Seller and Pubco all such other information as is reasonably requested in order for Pubco or its transfer agent to facilitate the transfer of the SoftBank Shares to Purchaser.
Section 3. Seller Representations and Warranties. Seller, solely with respect to the representations and warranties set forth below relating to Seller, represents and warrants to Purchaser (unless otherwise specified) as of the Original Effective Date and as of the Closing, that:
(a) Seller (i) is validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation and (ii) has the requisite corporate power to carry on its business as it is now being conducted and to enter into and perform its obligations under this Agreement.
(b) The sale of the SoftBank Shares, when sold pursuant to this Agreement (subject to the receipt by Seller of the Purchase Price in accordance with the terms of this Agreement and registration with Pubco’s transfer agent), will have been duly authorized by Pubco and, when delivered to Purchaser (or its nominee in accordance with Purchaser’s delivery instructions), will be validly issued, fully paid and free and clear of all liens or other restrictions (other than those arising under this Agreement or the BCA, the Pubco Organizational Documents (as defined below) or applicable securities laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the Pubco Organizational Documents (as in effect at such time of issuance) or under the laws of Pubco’s jurisdiction.
(c) As of the date hereof, this Agreement has been duly authorized, validly executed and delivered by Seller, and assuming the due authorization, execution and delivery of the same by Purchaser, this Agreement shall constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies (collectively, the “Enforceability Exceptions”).
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(d) Assuming the accuracy of the representations and warranties of Purchaser set forth in Section 4(d), 4(e) and 4(f), the execution and delivery of this Agreement, the compliance by Seller with all of the provisions of this Agreement applicable to Seller and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Seller pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Seller is a party or by which Seller is bound or to which any of the property or assets of the Company is subject, (ii) conflict with or violate any provision of, or result in the breach of, Pubco’s organizational documents (“Pubco Organizational Documents”), or (iii) conflict with or result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or governmental authority with competent jurisdiction over Seller or any of its properties except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults or liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. For purposes of this Agreement, a “Seller Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Seller that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Seller’s ability to consummate the transactions contemplated by this Agreement.
(e) Assuming the accuracy of the representations and warranties of Purchaser set forth in Section 4(d), 4(e) and 4(f), Seller is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or governmental authority with competent jurisdiction, self-regulatory organization (including any stock exchange on which the Pubco Class A Common Stock will be listed (the “Stock Exchange”) or other person in connection with the execution, delivery and performance of this Agreement, other than those the failure of which to obtain would not have a Seller Material Adverse Effect.
(f) Except for such matters as have not had and would not reasonably be expected to have a Seller Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator with competent jurisdiction pending, or, to the knowledge of Seller, threatened in writing against Seller or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator with competent jurisdiction outstanding against Seller, as applicable.
(g) Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 4(d), no registration under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities (or Blue Sky) laws is required for the offer and sale of the SoftBank Shares by Seller to Purchaser.
(h) None of the Seller or any person acting on Seller’s behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the SoftBank Shares. The SoftBank Shares are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. None of the Seller or any person acting on Seller’s behalf has, directly or indirectly, at any time within the past thirty (30) calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under the Securities Act in connection with the offer and sale by Seller of the SoftBank Shares as contemplated hereby or (ii) cause the sale of the SoftBank Shares pursuant to this Agreement to be integrated with prior sales by Seller, Pubco or any of their affiliates for purposes of the Securities Act or any applicable stockholder approval provisions. None of the Seller or any person acting on their behalf has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer or sale of the SoftBank Shares, as contemplated hereby, to the registration provisions of the Securities Act.
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(i) Seller is not subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of the Securities Act and is not subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(j) Seller is in compliance in all material respects with, and has not received any written communication from a governmental authority with competent jurisdiction that alleges that Seller is not in compliance in all material respects with, or is in default or violation of, the applicable provisions of (i) the Securities Act, the Exchange Act, and the rules and regulations thereunder and (ii) the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), except, in each case, where such non-compliance, default, or violation would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.
(k) No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the SoftBank Shares to Purchaser.
(l) Pubco is not, and immediately after consummation of the Transactions, will not be, an “investment company” within the meaning of the Investment Company Act.
Section 4. Purchaser Representations and Warranties. Purchaser represents and warrants to Seller (unless otherwise specified), as of the Original Effective Date and as of the Closing, that:
(a) Purchaser (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Agreement.
(b) As of the date hereof, this Agreement has been duly authorized, validly executed and delivered by Purchaser. Assuming the due authorization, execution and delivery of the same by Seller, this Agreement shall constitute the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the Enforceability Exceptions.
(c) The execution, delivery and performance of this Agreement, the purchase of the SoftBank Shares hereunder, the compliance by Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Purchaser pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or to which any of the property or assets of Purchaser is subject; (ii) the organizational documents of Purchaser; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental authority with competent jurisdiction over Purchaser or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Purchaser Material Adverse Effect. For purposes of this Agreement, a “Purchaser Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Purchaser that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay Purchaser’s performance of its obligations under this Agreement, including the purchase of the SoftBank Shares.
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(d) Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act), (ii) is acquiring the SoftBank Shares only for its own or its affiliates’ account and not for the account of others, and (iii) is not acquiring the SoftBank Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws. Purchaser acknowledges and agrees that the SoftBank Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the SoftBank Shares have not been registered under the Securities Act.
(e) Neither Purchaser nor any of its affiliates, officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function is (i) a person (including individual or entity) that is the target or the subject of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant governmental authorities with competent jurisdiction, including, but not limited to those administered by the U.S. government through the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, or the United Kingdom (including His Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), (ii) a person or entity listed on the List of Specially Designated Nationals and Blocked Persons administered by OFAC, or in any Executive Order issued by the President of the United States and administered by OFAC, or any other any Sanctions-related list of sanctioned persons maintained by OFAC, the Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, or the United Kingdom (collectively, “Sanctions Lists”), (iii) organized, incorporated, established, located, resident or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic regions of Ukraine, as well as the non-controlled regions of the oblasts of Zaporizhzhia and Kherson or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, or the United Kingdom; (iv) directly or indirectly owned or controlled (as ownership and control are defined and interpreted under applicable sanctions), or acting on behalf or at the direction of, any such person or persons described in any of the foregoing clauses (i) through (iv); or (v) a non-U.S. institution that accepts currency for deposit and that has no physical presence in the jurisdiction in which it is incorporated or in which it is operating, as the case may be, and is unaffiliated with a regulated financial group that is subject to consolidated supervision (a “non-U.S. shell bank”) or providing banking services indirectly to a non-U.S. shell bank (collectively, (i) through (v), a “Prohibited Investor”). Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law; provided that Purchaser is permitted to do so under applicable law. Purchaser represents that (i) if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Purchaser maintains policies and procedures to ensure compliance with its obligations under the BSA/PATRIOT Act, and (ii) to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with the anti-corruption and anti-money laundering-related laws administered and enforced by other governmental authorities with competent jurisdiction. Purchaser also represents that it maintains policies and procedures reasonably designed to ensure compliance with Sanctions. Purchaser further represents and warrants that (i) none of the funds held by Purchaser and used to purchase the Shares are or will be derived from transactions directly or indirectly with or for the benefit of any Prohibited Investor, (ii) such funds are from legitimate sources and do not constitute the proceeds of criminal conduct or criminal property, (iii) such funds do not originate from and have not been routed through an account maintained at a non-U.S. shell bank; and (iv) it maintains policies and procedures reasonably designed to ensure the funds held by Purchaser and used to purchase the SoftBank Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor or from or through a non-U.S. shell bank.
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(f) No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in Pubco as a result of the purchase and sale of the SoftBank Shares hereunder.
(g) Purchaser acknowledges and agrees that the SoftBank Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the SoftBank Shares have not been registered under the Securities Act and that Pubco is not required to register the SoftBank Shares, except pursuant to any registration rights agreement entered into between Pubco and Purchaser. Purchaser acknowledges and agrees that the SoftBank Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Purchaser absent an effective registration statement under the Securities Act, except pursuant to an applicable exemption from the registration requirements of the Securities Act, in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or account entries representing the SoftBank Shares will contain a restrictive legend to this effect. Purchaser acknowledges and agrees that the SoftBank Shares will be subject to these securities law transfer restrictions, and as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the SoftBank Shares and may be required to bear the financial risk of an investment in the SoftBank Shares for an indefinite period of time. Purchaser acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the SoftBank Shares.
(h) Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the SoftBank Shares. Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the SoftBank Shares, and Purchaser has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Purchaser has considered necessary to make an informed investment decision.
(i) Purchaser has adequately analyzed and fully considered the risks of an investment in the SoftBank Shares and determined that the SoftBank Shares are a suitable investment for Purchaser and that Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of Purchaser’s investment in SoftBank Shares. Purchaser acknowledges specifically that a possibility of total loss exists.
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(j) Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the SoftBank Shares or made any findings or determination as to the fairness of this investment.
(k) Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to SPAC and Pubco.
Section 5. Certain Obligations.
(a) From the date hereof until the Closing Date, Seller will not, without the written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), consent to, ratify, support, execute, approve or otherwise take actions that would result in (x) Pubco engaging in a business that is inconsistent with the operations reflected in the business plan attached hereto as Exhibit A and approved by the board of Pubco (the “Business Plan”) or (y) a communication with respect to the anticipated business operations of Pubco and its subsidiaries being made to Nasdaq, any Stock Exchange or the SEC that is different from the Business Plan; provided, that (a) any amendments, revisions, updates or changes to the Business Plan which are consented to by Purchaser in writing in advance of any such amendments, revisions, updates or changes will be deemed to be part of the Business Plan, and (b) for greater certainty, in no event shall Seller’s consent be deemed unreasonably withheld, conditioned or delayed if it is withheld, conditioned or delayed subject to or during the prior circulation of any revisions to the Business Plan to Convertible Notes Investors, Equity PIPE Investors and June Equity PIPE Investors;
(b) From the date hereof until the Closing Date, Seller will provide, and as of the Closing Date, has provided, Purchaser with all notices and/or copies of all notices, materials, and documents that Seller provides or receives pursuant to or in accordance with the BCA and/or the other Ancillary Documents.
(c) From the date hereof until the Closing, Seller will provide notice to Purchaser if it has actual knowledge of any alleged violation of Sections 8.9, 8.22 and 8.23 and Article 9 of the BCA by any party to the BCA, and at Purchaser’s election, will use commercially reasonable efforts to enforce any rights it has with respect to such violation pursuant to the terms of the BCA (including commercially reasonable efforts to seek specific performance).
(d) From the date hereof until the Closing, Seller will cooperate with Purchaser and provide Purchaser (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement (as defined in the BCA) as if Purchaser was a party to Section 8.11 of the BCA. Seller will further provide notice to Purchaser if it has actual knowledge of any alleged violation of Section 8.11 of the BCA by any party to the BCA, and in consultation with Purchaser, will use commercially reasonable efforts to enforce any rights it has with respect to such violation pursuant to the terms of the BCA (including commercially reasonable efforts to seek specific performance).
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Section 6. Tax Matters.
(a) Seller shall deliver to Purchaser prior to the Closing a certificate, duly executed by Pubco and issued in accordance with U.S. Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3)(i), dated no more than thirty (30) days prior to the Closing Date, and signed under penalty of perjury (the “FIRPTA Certificate”). The FIPRTA Certificate shall certify that (A) Pubco is not, and has not been at any time during the five (5)-year period ending on the date of such certificate, a “United States real property holding corporation” within the meaning of Section 897(c) of the Internal Revenue Code of 1986, as amended (the “Code”) and (B) none of the SoftBank Shares constitutes a “United States real property interest” as defined in Section 897(c) of the Code and the U.S. Treasury Regulations promulgated thereunder.
(b) Seller shall provide Purchaser with all applicable tax documentation reasonably requested by Purchaser at the Closing, including a valid and properly executed Internal Revenue Service Form W-9, Form W-8BEN, or Form W-8BEN-E , or any other form or information reasonably necessary to establish an exemption from, or reduction in, any applicable withholding tax obligations (each, a “Tax Form”).
(c) Purchaser shall not withhold from the consideration payable to Seller under this Agreement if Seller delivers to Purchaser the FIRPTA Certificate and the relevant Tax Form prior to Closing, except to the extent required as a result of a change in law after the date of this Agreement. To the extent required as a result of such a change in law, Purchaser shall be entitled to withhold from the consideration payable to Seller under this Agreement. To the extent that any amounts are so withheld by Purchaser and are not withheld as a result of Seller’s failure to provide a Tax Form (the “Withheld Amounts”), (i) Seller shall reduce the number of SoftBank Shares that would otherwise be transferred by Seller to Purchaser at Closing by a number of shares equal to (A) the Withheld Amounts, divided by (B) $10.00 (rounded to the next whole share) (such shares, the “Withholding Shares”), and Purchaser shall have no right to such Withholding Shares, and (ii) Purchaser shall in a timely manner pay such Withheld Amounts to the appropriate governmental authority. If Purchaser believes that it is so required to make such withholding (x) Purchaser shall notify Seller at least five (5) days before any such withholding, and (y) the Parties shall use reasonable efforts to cooperate prior to Closing to reduce or eliminate any such withholding.
(d) Seller has had opportunity to review with Seller’s own tax advisors the federal, state and local tax consequences of the sale of the SoftBank Shares and the Transactions. Except for the representations and warranties of Purchaser contained in this Agreement, Seller is relying solely on such advisors and not on any statements or representations of Purchaser or any of its representatives, agents, advisors or legal counsel. Seller understands that Seller (and not Purchaser) shall be responsible for Seller’s own tax liability that may arise as a result of the Transactions.
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Section 7. Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the Parties shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date and time as the BCA is terminated in accordance with its terms, (b) the mutual written agreement of the Parties to terminate this Agreement, and (c) by (x) Purchaser in the event of any material breach of Section 5(a) or (y) either Seller or Purchaser, in the event of a breach of any representation, warranty, covenant or agreement of this Agreement (other than Section 5(a), which is governed by the foregoing clause (x) of this Section 7(c)) which would result in a failure of the conditions set forth in Section 2(c)(iv) or Section 2(d)(iii), as applicable, to be satisfied and such breach is not able to be cured within twenty (20) days of the other party hereto giving notice of such breach, or if there has been any waiver or amendment of any material provision of any of the BCA, any PIPE Subscription Agreement or any of the Ancillary Documents without Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. If Closing does not occur, Purchaser’s only obligation, subject to the foregoing proviso, shall be payment of the SoftBank Bitcoin Cost Amount and the PIPE Bitcoin Cost Amount in cash by wire transfer of immediately available funds for the period beginning at and including the Original Effective Date to, but excluding, the date of termination of this Agreement; provided, that (x) for purposes of this Section 7, the SoftBank Bitcoin Amount and the amounts paid for the PIPE Bitcoin shall be the amounts actually paid by Seller as certified in good faith by Seller to Purchaser in writing containing reasonable supporting documentation (in Purchaser’s reasonable determination) of such amounts (in each case, not to exceed One Billion United States Dollars ($1,000,000,000)), and (y) if the BCA terminates by mutual written consent or as a result of the breach of a material representation, warranty, covenant or obligation by Seller, Purchaser shall have no such payment obligation.
Section 8. Indemnification.
(a) Seller shall indemnify, defend and hold harmless Purchaser and any person who controls Purchaser (within the meaning of the Securities Act) or their respective affiliates, officers, directors, members or employees (each, a “Purchaser Indemnified Person”) from and against any losses, claims, damages or liabilities to which such Purchaser Indemnified Person may become subject, resulting from or arising out of any breach of the representations and warranties made by Seller hereunder and any breach or violation of any covenant or agreement hereunder except to the extent the same are caused by the negligence, gross negligence, willful misconduct or bad faith of such Purchaser Indemnified Person (collectively, the “Purchaser Indemnification Rights”).
(b) Purchaser shall indemnify, defend and hold harmless Seller and any person who controls Seller (within the meaning of the Securities Act) or their respective affiliates, officers, directors, members or employees (each, a “Seller Indemnified Person” and with the Purchaser Indemnified Person, the “Indemnified Persons”) from and against any losses, claims, damages or liabilities to which such Seller Indemnified Person may become subject, resulting from or arising out of any breach of the representations and warranties made by Purchaser hereunder and any breach or violation of any covenant or agreement hereunder except to the extent the same are caused by the negligence, gross negligence, willful misconduct or bad faith of such Seller Indemnified Person (collectively, the “Seller Indemnification Rights” and with the Purchaser Indemnification Rights, the “Indemnification Rights”).
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(c) If for any reason any of the Indemnification Rights are unavailable to an Indemnified Person or insufficient to hold it harmless, then the other Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and the other Party hereto on the other hand in the matters contemplated by this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by Indemnified Person on the one hand and the other Party hereto on the other hand in the matters contemplated by this Agreement but also the relative fault of such Indemnified Person and the other Party hereto with respect to such losses, claims, damages or liabilities and any other relevant equitable considerations. The obligations with respect to the Indemnification Rights shall be in addition to any liability that either Indemnified Person may otherwise have.
(d) Section 8(a) and Section 8(b) shall remain in full force and effect and shall survive the termination or expiration of this Agreement.
Section 9. Miscellaneous.
(a) Purchaser hereby acknowledges that it shall be responsible for and bear the cost of all transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges arising in any jurisdiction in connection with the transactions contemplated in this Agreement as well as the execution of this Agreement.
(b) Purchaser acknowledges that Seller will rely on the acknowledgments, understandings, agreements, representations and warranties of Purchaser contained in this Agreement; provided, however, that the foregoing clause of this Section 9(b) shall not give Seller any rights other than those expressly set forth herein. Prior to the Closing, Purchaser agrees to promptly notify Seller if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Purchaser set forth herein are no longer accurate in all material respects. Seller acknowledges that Purchaser will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement; provided, however, that the foregoing clause of this Section 9(b) shall not give Purchaser any rights other than those expressly set forth herein. Prior to the Closing, Seller agrees to promptly notify Purchaser, if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Seller set forth herein are no longer accurate in all material respects.
(c) Each of the Seller and the Purchaser is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
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(d) Each Party shall pay all of its own expenses in connection with this Agreement and the transactions contemplated herein.
(e) Neither this Agreement nor any rights that may accrue to Purchaser hereunder (other than with respect to the SoftBank Shares acquired hereunder) may be transferred or assigned by Purchaser. Neither this Agreement nor any rights that may accrue to Seller hereunder may be transferred or assigned by Seller. Notwithstanding the foregoing, Purchaser may assign all or a portion of its rights and obligations under this Agreement to one or more of its affiliates upon written notice to Seller.
(f) All the agreements, representations and warranties made by each Party in this Agreement shall survive the Closing for a period of twelve (12) months.
(g) This Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the Parties.
(h) This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
(i) The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties are entitled to seek equitable relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties further acknowledge and agree to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.
(j) If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
(k) No failure or delay by a Party in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a Party, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a Party shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
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(l) This Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other electronic submission) and by different parties in separate counterparts, with the same effect as if all parties had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.
(m) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.
(n) EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
(o) The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Agreement must be brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware) (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 9(r) of this Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.
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(p) This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties.
(q) The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the context otherwise requires, (i) all references to Sections or Annexes are to Sections or Annexes contained in or attached to this Agreement, (ii) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with United States generally accepted accounting principles, (iii) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including” in this Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive (i.e., unless context requires otherwise “or” shall be interpreted to mean “and/or” rather than “either/or”).
(r) All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile, email or other electronic means, with affirmative confirmation of receipt (excluding out-of-office replies or other automatically generated responses), (c) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) four (4) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice:
If to the Seller, to:
Final Av. La Revolucion, Colonia San Benito, Edif. Centro,
Corporativo Presidente Plaza, Nivel 12, Oficina 2, Distrito de San Salvador, Municipio de San Salvador Centro, Republica de El Salvador
Attn: Investments Legal
Email: investments.legal@tether.to (copy to legal@tether.to)
with a copy (which will not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
22 Bishopsgate,
EC2N 4BQ London
Attn: Lorenzo Corte
Maria Protopapa
[***]
[***]
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If to SoftBank at, prior to or after the Closing, to:
Stellar Beacon LLC
300 El Camino Real
Menlo Park, CA 94025
Attn: Legal Department
Email: dl-sbsp-notice@softbank.com
with a copy (which will not constitute notice) to:
Sullivan and Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Matthew B. Goodman
Mario Schollmeyer
[***]
[***]
[Signature pages follow]
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IN WITNESS WHEREOF, Seller has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth below.
| TETHER INVESTMENTS, S.A. de C.V. | ||
| By: | /s/ Giancarlo Devasini | |
| Name: | Giancarlo Devasini | |
| Title: | Sole Administrator | |
[Signature Page to Amended and Restated SoftBank Sale and Purchase Agreement]
IN WITNESS WHEREOF, Purchaser has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth below.
| STELLAR BEACON LLC | ||
| By: | /s/ Karol Niewiadomski | |
| Name: | Karol Niewiadomski | |
| Title: | Manager | |
[Signature Page to Amended and Restated SoftBank Sale and Purchase Agreement]
Exhibit A
Business Plan
Cover |
Jun. 23, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 23, 2025 |
| Entity File Number | 001-42250 |
| Entity Registrant Name | CANTOR EQUITY PARTNERS, INC. |
| Entity Central Index Key | 0001865602 |
| Entity Tax Identification Number | 98-1576482 |
| Entity Incorporation, State or Country Code | E9 |
| Entity Address, Address Line One | 110 East 59th Street |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10022 |
| City Area Code | 212 |
| Local Phone Number | 938-5000 |
| Written Communications | true |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share |
| Trading Symbol | CEP |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |