Cantor Equity Partners II Inc-A(CEPT) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements This section presents the unaudited condensed financial statements for Cantor Equity Partners II, Inc. as of June 30, 2025, and for the three and six-month periods then ended, including balance sheets, statements of operations, comprehensive income (loss), changes in shareholders' equity (deficit), and cash flows, along with accompanying notes Condensed Balance Sheet Highlights (June 30, 2025 vs. Dec 31, 2024) | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Assets | | | | Cash | $25,000 | $0 | | Available-for-sale debt securities held in Trust Account | $241,485,028 | $0 | | Total Assets | $241,822,232 | $106,544 | | Liabilities & Shareholders' Deficit | | | | Total Liabilities | $69,082 | $174,486 | | Class A ordinary shares subject to possible redemption | $245,088,277 | $0 | | Total Shareholders' Deficit | ($3,335,127) | ($67,942) | Condensed Statements of Operations Highlights | Metric | Three Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2025 ($) | | :--- | :--- | :--- | | Loss from operations | ($137,699) | ($164,847) | | Interest income on investments held in the Trust Account | $1,531,377 | $1,531,377 | | Net income (loss) | $1,393,678 | $1,366,530 | | Basic and diluted net income per share (Class A & B) | $0.07 | $0.10 | Condensed Statements of Cash Flows Highlights (Six Months Ended June 30, 2025) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | ($13,595) | | Net cash used in investing activities (Trust Account) | ($240,000,000) | | Net cash provided by financing activities (IPO & Private Placement) | $240,038,595 | | Net change in Cash | $25,000 | Notes to Unaudited Condensed Financial Statements The notes provide detailed explanations of the company's business operations, significant accounting policies, and specific financial statement items, covering the company's SPAC status, IPO, private placement, related party transactions, commitments, and fair value measurements - The company is a Cayman Islands exempted company formed for the purpose of a business combination, focusing on industries like financial services, healthcare, real estate, technology, and software[25][26] - On May 5, 2025, the company consummated its IPO of 24,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $240,000,000; simultaneously, it sold 580,000 shares to its Sponsor in a private placement for $5,800,000[28][29] - An amount of $240,000,000 from the IPO and private placement proceeds was placed in a trust account, invested in U.S. government securities[31] - The company has until May 5, 2027 (24 months from IPO closing) to consummate a business combination[37] - The company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards[46][47] - All 24,000,000 public Class A ordinary shares are classified as temporary equity due to redemption features, with a redemption value of $245,088,277 as of June 30, 2025[57][59] - The company has a business combination marketing agreement with CF&Co., an affiliate of the Sponsor, for a fee of $8,400,000 payable upon consummation of a business combination[82] Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, primarily covering liquidity, capital resources, and operational results, with activities limited to formation and the IPO as a blank check company - The company is a blank check company that completed its IPO on May 5, 2025, and is searching for a business combination, focusing on the financial services, healthcare, real estate services, technology, and software industries[123][124] Liquidity Position as of June 30, 2025 | Metric | Amount ($) | | :--- | :--- | | Cash in operating account | $25,000 | | Working capital | ~$144,000 | | Amount in Trust Account available for taxes | ~$1,488,000 | - Liquidity needs have been met through sponsor contributions, a pre-IPO note (fully repaid), and proceeds from the private placement; the Sponsor has also committed to loan up to $1,750,000 for working capital needs[132] Results of Operations Summary | Period | Net Income / (Loss) ($) | Key Drivers | | :--- | :--- | :--- | | Q2 2025 | ~$1,394,000 | ~$1.53M interest income, offset by $137k in expenses | | Q2 2024 | ($2,000) | ~$2k in general & administrative expenses | | H1 2025 | ~$1,367,000 | ~$1.53M interest income, offset by $164k in expenses | | H1 2024 | ($2,000) | ~$2k in general & administrative expenses | Quantitative and Qualitative Disclosures About Market Risk The company is a smaller reporting company and is therefore not required to provide the information requested under this item - As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[152] Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation, the company's Certifying Officers concluded that disclosure controls and procedures were effective as of the end of the period covered by the report[154] - There were no changes to the company's internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[156] PART II. OTHER INFORMATION Legal Proceedings The company reports that there is no material litigation currently pending or contemplated against it, its officers, or its directors - To the knowledge of management, there is no material litigation currently pending or contemplated against the company or its officers and directors[158] Risk Factors As a smaller reporting company, the company is not required to include risk factors in its Form 10-Q and notes no material changes to previously disclosed risk factors - The company is not required to include risk factors in this report because it qualifies as a smaller reporting company[159] - There have been no material changes to the risk factors previously disclosed in the company's final prospectus dated May 2, 2025[159] Unregistered Sales of Equity Securities and Use of Proceeds This section details the private placement of 580,000 Class A ordinary shares to the Sponsor for $5.8 million, simultaneous with the IPO, confirming proceeds were used as planned with $240 million deposited into the trust account - Simultaneously with the IPO closing, the company sold 580,000 Class A ordinary shares to the Sponsor at $10.00 per share in a private placement, generating gross proceeds of $5,800,000[160] - A total of $240,000,000 from the IPO and the private placement was placed in the Trust Account; there has been no material change in the planned use of proceeds[162][163] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[165] Mine Safety Disclosures This item is not applicable to the company - Not applicable[166] Other Information The company reports that none of its directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - During the quarter ended June 30, 2025, no directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"[167] Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906[170] - Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents are also filed as exhibits[170]