Business Context and Reporting Period
Cantor Equity Partners V, Inc. (CEPV) 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 November 5, 2025, and its Class A ordinary shares began trading on the Nasdaq Global Market under the symbol "CEPV" on November 4, 2025. The company has until November 5, 2027, to consummate a business combination.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Year Ended Dec 31, 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Income (Loss) | $1,230,175 | $(7,046) |
| Interest Income (Trust Account) | $1,417,300 | $0 |
| General & Administrative Expenses | $168,125 | $7,046 |
| Administrative Expenses (Related Party) | $19,000 | $0 |
| Cash (Operating Account) | $169,132 | $0 |
| Trust Account Balance (Fair Value) | $251,587,731 | $0 |
| Working Capital | $208,000 (approx.) | $(2,000) (deficit) |
| Debt | $0 | $0 |
Liquidity: As of December 31, 2025, the company held approximately $169,000 in cash outside the Trust Account. The Trust Account holds approximately $251.6 million, invested in U.S. government securities. The company has no outstanding debt as of the reporting date.
Material Changes vs. Prior Period
- Capitalization: The company transitioned from a pre-IPO entity to a public company. In November 2025, it completed an IPO of 25,000,000 Class A shares at $10.00 per share, generating $250 million in gross proceeds. Simultaneously, it sold 540,000 Private Placement Shares to the Sponsor for $5.4 million.
- Trust Account: $250 million was deposited into the Trust Account upon IPO closing. By year-end, the balance grew to approximately $251.6 million due to interest income and unrealized gains on U.S. government securities.
- Profitability: The company moved from a net loss of $7,046 in 2024 to a net income of $1.23 million in 2025, driven entirely by interest income earned on the Trust Account investments.
- Share Structure: As of December 31, 2025, there were 25,000,000 Class A shares subject to possible redemption and 6,250,000 Class B Founder Shares outstanding.
Guidance, Outlook, Risks, and Contingencies
Outlook and Strategy: Management intends to use the proceeds from the IPO and Private Placement to acquire a target business. The company has until November 5, 2027, to complete a business combination. If unsuccessful, the company will liquidate and redeem Public Shares at a pro-rata share of the Trust Account (approximately $10.06 per share as of Dec 31, 2025).
Management Commentary: The company believes its management team's experience in financial services and real estate positions it well to identify targets. However, past performance of affiliates (Cantor Fitzgerald) is not indicative of future results.
Risks and Contingencies:
- Business Combination Failure: If the company fails to complete a business combination by the deadline, it will liquidate. Public shareholders may receive less than $10.00 per share if Trust Account assets are reduced by taxes or third-party claims.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims (excluding underwriters and auditors), there is no guarantee the Sponsor has sufficient assets to satisfy these obligations.
- Conflicts of Interest: Officers and directors are employed by Cantor Fitzgerald and may have conflicts of interest regarding target selection, especially given the existence of other active Cantor SPACs.
- Regulatory Environment: New SEC rules for SPACs adopted in 2024 may increase costs and time required to complete a business combination.
- Marketing Fee: Upon consummation of a business combination, the company must pay a $9.35 million marketing fee to CF&Co. (an affiliate of the Sponsor).
Key Facts for Investor Verification
- Redemption Price: Verify the current redemption value per share, which was $10.06 as of December 31, 2025, and may fluctuate based on interest rates and Trust Account performance.
- Combination Deadline: Confirm the deadline to consummate a business combination is November 5, 2027, unless extended by shareholders.
- Sponsor Indemnity: Assess the financial strength of the Sponsor (Cantor EP Holdings V, LLC) to ensure it can fulfill its indemnification obligations if third-party claims reduce the Trust Account below $10.00 per share.
- Related Party Fees: Note the $9.35 million contingent marketing fee payable to an affiliate upon closing a deal, which reduces net cash available to the combined entity.
- Founder Shares: Verify that the 6,250,000 Class B Founder Shares represent 20% of the outstanding shares on an as-converted basis and are subject to transfer restrictions.