IPO and Trust Account - The company completed its Initial Public Offering on May 5, 2025, raising $240 million from the sale of 24 million Class A ordinary shares at $10.00 per share[133]. - Following the IPO, $240 million was placed in a Trust Account, which may only be invested in U.S. government securities or held as cash until the completion of a Business Combination[135]. - The company has until May 5, 2027, to complete a Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[136]. Financial Performance - As of September 30, 2025, the company reported a net income of approximately $2.4 million, primarily from $2.56 million in interest income on Trust Account investments[148]. - For the nine months ended September 30, 2025, the company had a net income of approximately $3.77 million, with $4.09 million in interest income offset by administrative expenses[150]. - As of September 30, 2025, the company had cash of $25,000 and a working capital deficit of approximately $174,000[144]. - The company has incurred no revenues to date and expects increased expenses related to being a public company and due diligence for the Business Combination[147]. Business Combination - The company entered into a Business Combination Agreement with Securitize, Inc. on October 27, 2025, which will result in Securitize becoming a publicly traded company[139]. - PIPE Investors have committed to purchase 22.5 million Class A ordinary shares at $10.00 per share for a total of $225 million, to be used for transaction expenses and working capital[141]. - The company has received a commitment from the Sponsor for a loan of up to $1.75 million to fund expenses related to the Business Combination[145]. - The company has engaged Cantor Fitzgerald & Co. as an advisor for the Business Combination, with a cash fee of $8,400,000, which is 3.5% of the gross proceeds from the Initial Public Offering[153]. Loans and Financial Obligations - The Sponsor has agreed to lend the company up to $3,600,000 under a promissory note, with a conversion option into Class A ordinary shares at a price of $10.00 per share[154]. - As of September 30, 2025, the company had approximately $78,000 outstanding under the Sponsor Loan, with no borrowings under the Working Capital Loans or the Sponsor Note[156]. - The company has committed up to $1,750,000 in the Sponsor Loan to fund transaction costs and working capital requirements, including $10,000 per month for office space and administrative support[155]. Accounting and Compliance - The company complies with ASC 260 for net income (loss) per ordinary share, applying the two-class method for allocation among different classes of shares[161]. - The company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[158]. - The company has no off-balance sheet arrangements or contractual obligations as of September 30, 2025[163]. Risks and Valuation - The company’s results of operations may be adversely affected by economic uncertainty, fluctuations in interest rates, and geopolitical instability[152]. - The company recognizes changes in the redemption value of Class A ordinary shares immediately and adjusts their carrying value accordingly[159].
Cantor Equity Partners II Inc-A(CEPT) - 2025 Q3 - Quarterly Report