Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on December 26, 2024, Howard W. Lutnick resigned from the board of directors (the "Board") of Cantor Equity Partners, Inc. (the "Company") and as the Chairman and Chief Executive Officer of the Company. Mr. Lutnick's resignation follows his recent nomination by U.S. President Donald J. Trump to serve as U.S. Secretary of Commerce. Mr. Lutnick's resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices.

(c) Appoint of Officers.

Effective December 26, 2024, the Board appointed Brandon Lutnick as Chairman and Chief Executive Officer of the Company.

Mr. Lutnick, age 26, joined Cantor Fitzgerald, L.P. ("Cantor") in April 2022 and currently works in the Office of the Chairman, managing strategy and overseeing other special projects relating to Cantor and its affiliates, a position he has held since November 2023. Mr. Lutnick previously was an equities trader at Cantor Fitzgerald & Co. from April 2022 to November 2023. Prior to joining Cantor, Mr. Lutnick started his career at Oak Hill Advisors where he served as a credit analyst from July 2021 to April 2022. Mr. Lutnick graduated from Stanford University with a B.A. in Symbolic Systems in May 2021. We believe that Mr. Lutnick is qualified to serve as a member of our board due to his business experience.

Mr. Lutnick is the son of Howard W. Lutnick, the Chairman and Chief Executive Officer of Cantor and our former Chairman and Chief Executive Officer. There are no other family relationships between Mr. Lutnick and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company. There are no transactions between the Company and Mr. Lutnick that are subject to disclosure under Item 404(a) of Regulation S-K.

(d) Appointment of Directors.

Effective December 26, 2024, the Board appointed Brandon Lutnick as a member of the Board. Mr. Lutnick will serve as a Class II director.