IPO and Financing - The company completed its Initial Public Offering (IPO) on August 14, 2024, raising $100 million from the sale of 10,000,000 Class A ordinary shares at $10.00 per share[139]. - An additional $3 million was raised through the private placement of 300,000 Class A ordinary shares at the same price to the Sponsor[140]. - The company plans to issue $340.2 million in convertible senior secured notes as part of its financing strategy, with an option to increase this by an additional $100 million[147]. - A private placement of 20,000,000 Class A ordinary shares was agreed upon for $200 million, with some shares purchased using Bitcoin[147]. - On June 19, 2025, the company secured an additional $165 million through the sale of 7,857,143 Class A ordinary shares, also with options for payment in Bitcoin[148]. - The Sponsor has committed to loan up to $1,750,000 to fund expenses related to investigating and selecting a target business[170]. - As of September 30, 2025, the company had approximately $904,000 outstanding under the Sponsor Loan[171]. Business Combination - The company has until August 14, 2026, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[142]. - The company entered into a Business Combination Agreement on April 22, 2025, involving multiple parties, including Tether and Bitfinex[145]. - The company has engaged CF&Co. as an advisor for the Business Combination, agreeing to pay a cash fee of $3,500,000 upon consummation[163]. - The company has until August 14, 2026, to consummate the Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed[175]. Financial Performance - As of September 30, 2025, the company had a working capital deficit of approximately $1,762,000, compared to approximately $190,000 as of December 31, 2024[153]. - As of September 30, 2025, the company had net income of approximately $2,056,000, driven by a gain of approximately $1,560,000 from the change in fair value of forward sale securities and approximately $1,132,000 of interest income[158]. - For the nine months ended September 30, 2025, the company reported net income of approximately $3,252,000, consisting of approximately $3,404,000 of interest income and approximately $1,560,000 of gain from the change in fair value of forward sale securities[160]. - The company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination[157]. Compliance and Accounting - The company accounts for Class A ordinary shares subject to possible redemption as temporary equity, with 10,000,000 shares presented as such as of September 30, 2025[179]. - The company complies with ASC 260 for calculating net income per ordinary share, using the two-class method for allocation[180]. - The company excludes accretion associated with redeemable Class A ordinary shares from earnings per share calculations[180]. - The weighted average number of ordinary shares outstanding is used to compute net income applicable to shareholders[180]. - The financial statements include significant accounting policies as outlined in Note 2[181]. - The company does not have any significant off-balance sheet arrangements as defined by Regulation S-K[182]. - The earnings per share calculation does not include the redemption value exceeding fair value for Class A ordinary shares[180]. - The company is not required to provide certain disclosures under Item 303(a)(4)(ii) of Regulation S-K due to its reporting status[183]. Liquidity and Expenses - The company has satisfied its liquidity needs through September 30, 2025, with a $25,000 contribution from the Sponsor and a loan of approximately $287,000 from the Sponsor[154]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[157]. - As of September 30, 2025, the company reported no off-balance sheet arrangements or contractual obligations[182].
Cantor Equity Partners, Inc.(CEP) - 2025 Q3 - Quarterly Report