CEP amends business combination with $165M June equity PIPE at $21/sh, modifies SoftBank terms

Cantor Equity Partners, Inc.

June equity PIPE of 7,857,143 CEP shares at $21.00 each for total $165M; proceeds used to buy Bitcoin from Tether.
Convertible notes PIPE aggregate raised to $486.5M including full exercise of $100M option.
Tether to purchase ~$147.5M Bitcoin by July 3, 2025; Pubco to buy that Bitcoin at closing.
Sponsor may forfeit shares and exchange formula for Convertible Notes adjusted in Amendment No. 1.
Amended SoftBank Purchase Agreement revises share and price calculations to reflect June PIPE Bitcoin.

item 1.01item 8.01item 9.01

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