Business Context and Reporting Period
Cantor Equity Partners VI, Inc. (CEPS) 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 as of the reporting date. Its sole purpose is to effect a business combination (merger, share exchange, or asset acquisition) 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 February 6, 2026, subsequent to the balance sheet date.
Key Financial Metrics
As a pre-operational SPAC, the company has no revenue or operating cash flow. Financial activity is limited to formation costs and preparation for the IPO.
| Metric | Year Ended Dec 31, 2025 | Year Ended Dec 31, 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(63,560) | $(4,166) |
| Total Assets | $138,857 | $998 |
| Total Liabilities | $201,419 | $0 |
| Working Capital Deficit | $(201,000) | $0 |
| Cash and Cash Equivalents | $0 | $0 |
| Debt (Related Party Note) | $84,705 | $0 |
Subsequent Event (Post-Balance Sheet): On February 6, 2026, the company completed its IPO, selling 11,500,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $115,000,000. Simultaneously, the Sponsor purchased 300,000 Private Placement Shares for $3,000,000. A total of $115,000,000 was deposited into a Trust Account.
Material Changes vs. Prior Period
- Net Loss Increase: Net loss increased from approximately $4,000 in 2024 to $63,560 in 2025, driven by a rise in general and administrative expenses from $4,166 to $63,560 as the company prepared for its IPO.
- Liabilities: Total liabilities increased from $0 to $201,419, primarily due to accrued expenses ($116,714) and a related-party promissory note ($84,705) used to fund IPO preparation costs.
- Equity: Shareholder's equity shifted from a positive balance of $998 in 2024 to a deficit of $(62,562) in 2025 due to the accumulated net losses.
- Share Structure: The Sponsor surrendered and cancelled 11,500,000 Class B ordinary shares during 2025, reducing the outstanding Class B shares to 2,875,000 to align with the IPO structure.
Guidance, Outlook, and Risks
Outlook and Strategy: The company has until February 6, 2028 (24 months from the IPO closing) to consummate a business combination. If unsuccessful, the company will liquidate and redeem Public Shares at a pro-rata share of the Trust Account (initially $10.00 per share). Management intends to use the Trust Account proceeds and potential additional financing to acquire a target business.
Management Commentary: The company relies on the Sponsor and its affiliates (Cantor Fitzgerald) for sourcing targets. The Sponsor has committed to a loan of up to $1,750,000 to fund working capital and transaction costs post-IPO.
Risks and Contingencies:
- Liquidity: As of December 31, 2025, the company had a working capital deficit and no cash. Liquidity was maintained via a related-party loan which was repaid upon the IPO closing.
- 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 funds are reduced by taxes or creditor claims.
- Related Party Conflicts: The Sponsor and officers have significant ownership interests and may have conflicts of interest in selecting a target. The Sponsor's Founder Shares were purchased at a nominal price (~$0.009/share), creating a potential for substantial profit even if the post-combination stock price declines.
- Regulatory Environment: New SEC rules for SPACs adopted in 2024 may increase costs and complexity for completing a business combination.
Investor Verification Checklist
- Trust Account Status: Verify the current balance and interest earnings in the Trust Account held by Continental Stock Transfer & Trust Company.
- Related Party Loans: Confirm the repayment status of the Pre-IPO Note and the terms of the $1,750,000 Sponsor Loan commitment.
- Target Selection: Monitor disclosures regarding potential target businesses, particularly any affiliated with Cantor Fitzgerald or its affiliates.
- Redemption Rights: Review the specific terms regarding the 15% redemption cap for Public Shareholders and the conditions under which the Sponsor waives redemption rights.
- Extension Provisions: Check for any shareholder votes regarding extensions of the Combination Period beyond February 6, 2028.