Cantor Equity Partners V, Inc. (CEPV) - 10-Q Summary
Business Context and Reporting Period
Cantor Equity Partners V, Inc. is a Cayman Islands exempted company incorporated as a Special Purpose Acquisition Company (SPAC). The reporting period covers the three and nine months ended September 30, 2025. As of the balance sheet date, the Company had not commenced operations; all activity related to formation and preparation for its Initial Public Offering (IPO). The Company intends to focus on business combinations in financial services, digital assets, healthcare, real estate services, technology, and software.
Subsequent Event: On November 5, 2025, the Company consummated its IPO, selling 25,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $250,000,000. Simultaneously, it completed a private placement of 540,000 shares to the Sponsor for $5,400,000. A total of $250,000,000 was deposited into a Trust Account.
Key Financial Metrics (as of September 30, 2025)
| Metric | Three Months Ended Sept 30, 2025 | Nine Months Ended Sept 30, 2025 | Balance Sheet (Sept 30, 2025) |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Net Loss | $(42,945) | $(43,618) | N/A |
| General & Administrative Costs | $42,945 | $43,618 | N/A |
| Total Assets | N/A | N/A | $164,309 |
| Total Liabilities | N/A | N/A | $209,809 |
| Shareholder's Deficit | N/A | N/A | $(45,500) |
| Cash and Cash Equivalents | N/A | N/A | $0 |
| Working Capital Deficit | N/A | N/A | ~$210,000 |
Note: The Company had no cash on hand as of September 30, 2025. Liquidity was maintained via a related-party note payable of $118,175.
Material Changes vs. Prior Period
- Expenses: General and administrative costs increased significantly from $369 for the three months ended September 30, 2024, to $42,945 for the same period in 2025. This reflects increased activity in preparation for the IPO.
- Net Loss: Net loss for the nine months ended September 30, 2025, was $(43,618), compared to $(2,880) for the same period in 2024.
- Liabilities: Total liabilities increased from $2,188 as of December 31, 2024, to $209,809 as of September 30, 2025, primarily driven by accrued expenses and a related-party note payable.
- Deferred Offering Costs: Deferred offering costs rose from $306 to $164,309, representing legal and other costs directly related to the IPO.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has until November 5, 2027 (24 months from the IPO closing) to consummate a business combination. Failure to do so will result in liquidation and redemption of public shares.
- Liquidity Post-IPO: Following the November 2025 IPO, liquidity needs will be met by proceeds from the Private Placement not held in the Trust Account and a committed Sponsor Loan of up to $1,750,000.
- Related Party Obligations: The Company has engaged Cantor Fitzgerald & Co. (an affiliate of the Sponsor) as an advisor for the business combination, agreeing to pay a fee of $9,350,000 upon consummation. Additionally, the Sponsor has agreed to pay $10,000 per month for administrative services.
- Risks: The Company faces risks associated with early-stage companies, including the inability to complete a business combination, market volatility, and geopolitical instability. The filing notes that the Company is an "emerging growth company" and a "shell company."
Key Facts for Investor Verification
- IPO Status: Verify the final closing details of the November 5, 2025 IPO, including the final number of shares outstanding and the exact amount deposited in the Trust Account ($250,000,000).
- Trust Account Custody: Confirm the transfer of Trust Account funds to CF Secured, LLC, an affiliate of the Sponsor, and the associated risks regarding the custodian relationship.
- Related Party Fees: Review the $9,350,000 deferred marketing fee payable to Cantor Fitzgerald & Co. and the $10,000 monthly administrative fee payable to the Sponsor.
- Share Structure: Verify the final count of Founder Shares (Class B) and Private Placement Shares, noting the surrender of 75,000 Class B shares to maintain the 20% ownership threshold.
- Extension Rights: Check the Company's charter for provisions allowing shareholders to extend the combination period beyond November 5, 2027.