Cantor Equity Partners I Inc-A(CEPO) - 2025 Q3 - Quarterly Report

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 8, 2025, raising $200 million from the sale of 20 million Class A ordinary shares at $10.00 per share[128]. - An additional $5 million was raised through the private placement of 500,000 Class A ordinary shares at the same price to the sponsor[129]. - A total of $200 million from the IPO and private placement proceeds was placed in a trust account, which can only be invested in U.S. government securities or held as cash until the completion of a business combination[130]. - The company plans to issue $500 million in 1.00% convertible senior secured notes due five years after the closing, with options for additional notes totaling up to $250 million[136]. - The total aggregate principal amount of convertible notes to be issued at closing will be $574.69 million, combining both July and August private placements[138]. - The company has also agreed to issue approximately 3,019,200 shares of preferred stock at closing, with a total principal amount of $301.92 million[142]. - The company entered into subscription agreements for the CEPO Cash Equity PIPE, agreeing to sell 40,000,000 Class A ordinary shares at $10.00 per share for a total of $400,000,000[143]. - The July CEPO BTC Equity PIPE involves investors purchasing Class A ordinary shares in exchange for 4,156.11 Bitcoin, with the share price determined by the average Bitcoin price prior to the transaction[144]. - The Newco Subscription Agreements include a commitment from investors to purchase Newco Interests for 865 Bitcoin, with shares issued based on the Bitcoin contribution and the Closing Bitcoin Price[145]. Business Combination - A business combination agreement was entered into on July 16, 2025, with BSTR Holdings, Inc., involving a merger that will result in the company becoming a wholly owned subsidiary of Pubco[134]. - The company has a 24-month period, ending January 8, 2027, to complete a business combination, or it will liquidate and redeem public shares at the amount in the trust account[131]. - The SEC's new rules for SPACs, effective July 1, 2024, may impact the company's ability to negotiate and complete its business combination[132]. - The company is focusing its search for target businesses in financial services, healthcare, real estate services, technology, and software industries[127]. - The Sponsor has committed to loan the company up to $1,750,000 to cover transaction costs related to the Business Combination[150]. - The company has engaged Cantor Fitzgerald & Co. for advisory services related to the Business Combination, with a fee of $7,000,000 payable upon consummation[159]. Financial Performance - As of September 30, 2025, the company reported a net income of approximately $1,191,000, primarily from $2,149,000 in interest income, offset by various expenses[154]. - For the nine months ended September 30, 2025, the company had a net income of approximately $4,140,000, driven by $5,465,000 in interest income[156]. - The company had a working capital deficit of approximately $417,000 as of September 30, 2025, compared to approximately $299,000 as of December 31, 2024[149]. - The company has generated non-operating income from interest on funds held in the Trust Account, with no operating revenues until after the Business Combination[153]. Shareholder Information - As of September 30, 2025, there are 20,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity[167]. - The company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares immediately upon the closing of the Initial Public Offering[167]. - Net income (loss) per ordinary share is calculated by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding[168]. - The company applies the two-class method in calculating earnings per share, allocating net income (loss) pro rata to different classes of shares[168]. - As of September 30, 2025, there are no off-balance sheet arrangements or contractual obligations[170]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[171].