Cantor Equity Partners I Inc

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   Approve and adopt the Business Combination Agreement dated July 16, 2025, and the transactions contemplated thereby (the Business Combination), including mergers of CEPO and Newco-related entities and the issuance of Pubco stock to effect the transaction.

   More detail

   This management proposal seeks shareholder approval to enter into and effect the Business Combination Agreement, which contemplates a series of mergers (including the CEPO Merger and the Newco-related merger) and the issuance and exchange of Pubco Class A and Class B stock and related instruments. Management frames the proposal as the enabling corporate transaction that will domesticate and recapitalize the public vehicle and provide Pubco with capital and the operating assets of Newco; approval is a closing condition for the transaction. The CEPO Board unanimously recommends approval and notes the Sponsor and officers have committed to vote their shares in favor, increasing the likelihood of passage. The transaction is conditioned on a separate special-resolution Merger Proposal, and several other proposals (Organizational Documents and Nasdaq issuance approvals) are contingent on approval of this Business Combination. Public shareholders retain redemption and, where applicable, dissenters’ rights under Cayman law, but those rights and the anticipated redemptions materially affect the post-closing cash and capitalization scenarios and therefore the economics of the deal. The proxy discloses potential conflicts of interest—most notably that the Sponsor acquired founder shares at a nominal amount and stands to benefit materially from a successful closing—and that the board did not obtain a fairness opinion, which bears on independent valuation assurance. The filing also describes significant planned private placements (including convertible notes, preferred stock and PIPEs) and the potential for substantial dilution to public shareholders depending on redemptions and conversion/issuance mechanics. In short, the Business Combination Proposal is a transaction-approval vote: it authorizes complex, interdependent closing mechanics and financings that will determine post-closing governance, capitalization and the economic exposure of legacy public shareholders, and shareholders should weigh the board’s recommendation against known conflicts, the absence of a fairness opinion, and the dilution/redemption scenarios disclosed in the proxy.

2. 2

   The Merger Proposal

   ManagementBoard: FOR

   Approve and authorize the CEPO Merger and the CEPO Plan of Merger (special resolution), enabling CEPO to merge into the CEPO Merger Sub and effect the corporate combination steps required by the Business Combination Agreement.

   More detail

   The Merger Proposal requests shareholder approval of the specific statutory merger implementation (the CEPO Merger) required to effect the Business Combination. It is a special-resolution vote requiring a higher threshold and is explicitly conditioned on the Business Combination Proposal; both approvals are required to close the transaction absent waivers. The Merger will change the legal form and shareholder registry of the public company and triggers statutory rights (including dissent/appraisal under Cayman law for CEPO Class A record holders), which are described in the proxy and may have material consequences for dissenting holders. Management emphasizes that the Sponsor and CEPO’s directors and officers have agreed to vote their positions in favor, improving chances of obtaining the supermajority required, but the proxy also warns of potential conflicts arising from founder-share economics and the lack of an independent fairness opinion. Because the Merger is one of the fundamental corporate steps in the combination, its approval effectively transfers CEPO’s assets and liabilities to the surviving Pubco subsidiary and enables the other post-closing corporate governance and capitalization steps. Shareholders should consider the Merger in the broader context of the Business Combination, the financial terms of private placements and conversion mechanics, redemption/dissent rights, and how those mechanics influence the effective value to public shareholders. The filing provides procedural guidance on dissenters’ rights and how appraisal remedies operate under Cayman law, which may be complex and limit remedies in some scenarios. In aggregate, the Merger Proposal is the statutory corporate action that consummates the transaction; its approval is necessary for the Business Combination to be legally effected and for the post-closing corporate structure and ownership allocations to take effect.

3. 3

   The Organizational Documents Proposals (Proposals A–G

   ManagementBoard: FOR

   Non-binding advisory votes to approve material differences between CEPO’s current Memorandum and Articles and the Proposed Organizational Documents (Amended & Restated Pubco Certificate of Incorporation and Bylaws), specifically: Proposal A (authorized share capital changes); Proposal B (dual-class voting structure: voting and non-voting shares); Proposal C (size and composition of Pubco board); Proposal D (change to unclassified board); Proposal E (remove blank-check company provisions); Proposal F (exclusive forum clause); Proposal G (supermajority/amendment provisions for charter/bylaws).

   More detail

   These are a set of non-binding, advisory governance votes requested by management to confirm shareholder approval for key provisions in the Proposed Organizational Documents that will govern Pubco post-closing. Collectively, they encompass increasing authorized capital, adopting a dual-class capital structure that limits voting to Class B shares, changing board size and composition to favor seller-designated directors, converting to an unclassified board, removing SPAC/blank-check-specific provisions, adding an exclusive Delaware forum clause, and imposing supermajority thresholds for charter amendments and board/bylaw amendment procedures. Management presents these proposals as consistent with converting a Cayman SPAC into an operating Delaware public company and argues they facilitate capital raising, long-term control stability and efficient dispute resolution; they also cite comparability and governance rationales such as Delaware forum predictability. However, the dual-class voting and seller-designated board composition concentrate control and materially limit public shareholders’ influence, raising classic governance trade-offs between founder control and minority protections. The advisory nature of the votes means they will not block the Proposed Organizational Documents from taking effect at Closing if the Business Combination and Merger Proposals are approved, but the votes serve as a solicitation of shareholder endorsement and to comply with SEC guidance. The proxy highlights the protective amendment thresholds (e.g., 66 2/3% for charter amendments) which can entrench governance preferences and slow shareholder-driven changes. Investors should weigh the governance implications—reduced voting power for Class A holders, increased entrenchment and seller control—against management’s arguments that these structures promote long-term strategy, facilitate financing, and are customary for certain public companies. Given the concentration of vote commitments from the Sponsor and others, these advisory approvals may not reflect broad independent shareholder support, but they are a reputational and governance signal for the post-closing company.

4. 4

   The Nasdaq Proposal

   ManagementBoard: FOR

   Approve, for purposes of complying with Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination, (ii) certain CEPO Class A Ordinary Shares to repay sponsor loans if elected, (iii) CEPO Equity PIPE shares, (iv) additional Pubco Class A Stock to be reserved for issuance on conversion of Convertible Notes and Preferred Stock, upon redemption/exchange of Newco Exchange Interests, and under the Incentive Plan — to the extent such issuances would require shareholder approval under Nasdaq Rule 5635.

   More detail

   The Nasdaq Proposal asks shareholders to pre-approve a suite of share issuances and reserved pools so the combined company will comply with Nasdaq Rule 5635 when it issues stock in connection with the Business Combination and private financings. Specifically, it covers issuance of CEPO Class A shares in PIPEs (cash and BTC denominated), the large issuances of Pubco Class A and Class B stock in the mergers, shares reserved for conversion of convertible notes and preferred stock, shares to satisfy redemptions/exchanges of Newco Exchange Interests (priced by reference to Bitcoin), repayment of Sponsor loans in shares if elected, and an incentive-plan reserve of up to 6% of fully diluted Class A. Board approval is conditioned on the Business Combination; Nasdaq approval requires these shareholder consents to avoid rule-based transfer restrictions or a potential change-of-control determination. Economically, these issuances and reserved conversion mechanics are major drivers of dilution and will determine post-closing ownership: public shareholders face potential dilution from conversions, PIPE placements and incentive-plan grants, particularly if redemptions are limited. The proxy discloses specific conversion prices (e.g., $13.00 for certain notes and preferred stock) and Bitcoin-referenced formulas, which introduce commodity-price sensitivity into the share count and effective economics to holders. For governance and market-access purposes, obtaining this vote is a necessary compliance step to ensure Pubco can deliver the contemplated consideration and complete the private placements and conversions without running afoul of Nasdaq rules. Investors should evaluate this proposal not on its face only as a technical Nasdaq compliance vote, but as a material economic authorization that will shape capital structure, dilution outcomes and future shareholder value.

5. 5

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve an ordinary resolution authorizing adjournment of the Meeting to a later date or dates determined by the Chairman to permit further solicitation of proxies or for other reasons if additional time is necessary or appropriate to complete the Business Combination.

   More detail

   The Adjournment Proposal is a straightforward, management-sponsored ordinary-resolution request to permit the Meeting chairman or the board to adjourn the meeting to a later date to allow further proxy solicitation or to address other logistical or procedural reasons. It is not conditioned on other proposals and is a routine procedural tool to ensure the company can obtain the necessary shareholder approvals if they are not present or if further outreach is needed. If not approved and insufficient votes are present, the company may need to reconvene a new meeting, potentially delaying the Business Combination and increasing uncertainty. Management frames the adjournment authority as preserving the ability to complete the Business Combination on a reasonable timeline and to solicit additional shareholder votes if the initial tabulation is inadequate. Shareholders should consider that approval increases management flexibility to secure votes and may enable the transaction to close if marginal votes are outstanding; conversely, it could be used to extend the voting period in ways that some shareholders may view as dilutive or strategic. Given the interdependence of multiple proposals (Business Combination, Merger, Organizational Documents, Nasdaq), the adjournment is practically useful to address insufficient quorum or to allow for supplemental disclosures or filings if an Intervening Event arises. Overall, the proposal is a standard procedural measure with material transactional consequences only insofar as it affects the timing and ability to finalize the Business Combination.

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When is the Cantor Equity Partners I Inc 2026 special meeting?

Cantor Equity Partners I Inc (CEPO) holds its 2026 special shareholder meeting on Friday, June 26, 2026.

What is the record date for the Cantor Equity Partners I Inc 2026 meeting?

The record date for the Cantor Equity Partners I Inc 2026 meeting is Friday, June 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cantor Equity Partners I Inc's 2026 meeting?

The board is presenting 2 director nominees at the Cantor Equity Partners I Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cantor Equity Partners I Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Cantor Equity Partners I Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.