CEPF

Business Context and Reporting Period

Cantor Equity Partners IV, Inc. (CEPF) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on April 30, 2021. The company is an "emerging growth company" and a "smaller reporting company" with no operating history or revenue. Its sole purpose is to effect a business combination (merger, share exchange, asset acquisition, etc.) with one or more target businesses, primarily focusing on financial services, digital assets, healthcare, real estate services, technology, and software.

This Form 10-K covers the fiscal year ended December 31, 2025. The company consummated its Initial Public Offering (IPO) on August 22, 2025, and its Class A ordinary shares began trading on the Nasdaq Global Market on August 21, 2025, under the symbol "CEPF". The company has until August 22, 2027, to consummate a business combination.

Key Financial Metrics

Note: The company has no operating revenue. Net income is derived primarily from interest earned on funds held in the Trust Account.

Material Changes vs. Prior Period

• Capitalization: The company completed its IPO on August 22, 2025, selling 45,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $450,000,000. Simultaneously, it sold 900,000 Private Placement Shares to the Sponsor for $9,000,000.
• Trust Account: $450,000,000 was deposited into the Trust Account. By year-end, the balance grew to approximately $456.7 million due to interest income and unrealized gains on U.S. government securities.
• Profitability: The company shifted from a net loss of $7,046 in 2024 to a net income of $6.13 million in 2025, driven entirely by interest income on the Trust Account.
• Liquidity: Operating cash increased from $0 to $25,000, funded by the Sponsor and proceeds from the Private Placement not held in trust.

Outlook, Risks, and Management Commentary

Outlook and Strategy: Management intends to use the net proceeds from the IPO and Private Placement to consummate a business combination. The company has until August 22, 2027, to complete a transaction. If unsuccessful, the company will liquidate and redeem Public Shares at a pro rata share of the Trust Account (approximately $10.15 per share as of Dec 31, 2025).

Key Risks and Contingencies:

• Business Combination Failure: If the company fails to complete a business combination by the deadline, it will liquidate. The Sponsor's Founder Shares and Private Placement Shares will become worthless (except for liquidating distributions from assets outside the Trust Account).
• Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims to ensure a minimum of $10.00 per share, there is no guarantee that the Sponsor has sufficient assets to satisfy these obligations. Additionally, the Trust Account could be subject to claims in a bankruptcy scenario.
• Conflicts of Interest: The Sponsor, officers, and directors are affiliates of Cantor Fitzgerald, L.P. They may have conflicts of interest in selecting a target, particularly if the target is affiliated with Cantor or if they prioritize other Cantor SPACs.
• Regulatory Environment: New SEC rules for SPACs adopted in 2024 may increase the cost and time required to complete a business combination.
• Geopolitical Risks: Conflicts in Ukraine and the Middle East, as well as inflation and interest rate fluctuations, could adversely affect the ability to find and complete a transaction.

Unusual Items: The company incurred $43,548 in administrative expenses related to the Sponsor for office space and support services. A $16,750,000 marketing fee is payable to CF&Co. upon the consummation of a business combination.

Investor Verification Checklist

• Trust Account Custody: Verify that the Trust Account funds ($456.7M) are held at CF Secured, LLC (an affiliate of the Sponsor) and confirm the specific securities held (U.S. government treasury bills).
• Redemption Rights: Confirm the current redemption price per share and the process for shareholders to redeem shares upon a business combination or liquidation.
• Sponsor Indemnity: Assess the financial strength of the Sponsor (Cantor EP Holdings IV, LLC) to determine its ability to indemnify the Trust Account if third-party claims reduce the balance below $10.00 per share.
• Related Party Transactions: Review the $10,000/month administrative fee paid to the Sponsor and the potential $16.75M marketing fee payable to CF&Co. upon deal completion.
• Extension Provisions: Understand the conditions under which the company may seek shareholder approval to extend the combination period beyond August 22, 2027.