Cantor Equity Partners IV, Inc.

Cantor Equity Partners IV, Inc. (CEPF) is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated on April 30, 2021, in the Cayman Islands, with the sole purpose of effecting a business combination ¹. The company does not currently have any operations or generate revenue, with its activities focused on identifying and completing a suitable acquisition ². While not limited to a specific industry, CEPF is concentrating its search on companies within the financial services, digital assets, healthcare, real estate services, technology, and software industries ³.

The core business model of CEPF is to identify and acquire a target company, thereby providing an alternative to a traditional initial public offering for the acquired business. Revenue generation for CEPF will only commence after the completion of a business combination ⁴. The company aims to acquire a business with an aggregate fair market value of at least 80% of the assets held in its Trust Account at the time of signing a definitive agreement ⁵. Post-acquisition, the combined entity is expected to own or acquire 50% or more of the voting securities or a controlling interest in the target ⁶.

CEPF completed its Initial Public Offering (IPO) on August 22, 2025, selling 45,000,000 Class A ordinary shares at a price of $10.00 per share, raising gross proceeds of $450,000,000 ⁷. Concurrently, it sold 900,000 Private Placement Shares to the Sponsor at $10.00 per share, generating an additional $9,000,000 in gross proceeds ⁸. A total of $450,000,000 from the net proceeds of the IPO and Private Placement was placed in a Trust Account ⁹. As of December 31, 2025, the Trust Account held available-for-sale debt securities with a fair value of $456,710,724 ¹⁰ and an amortized cost of $456,425,803 ¹¹.

For the fiscal year ended December 31, 2025, CEPF reported net income of approximately $6,132,000 ¹². This income was primarily derived from approximately $6,426,000 ¹³ in interest income on investments held in the Trust Account. Operating expenses included approximately $250,000 ¹⁴ in general and administrative expenses and approximately $44,000 ¹⁵ in administrative expenses paid to a related party. In contrast, for the year ended December 31, 2024, the company reported a net loss of approximately $7,000 ¹⁶, consisting solely of general and administrative expenses ¹⁷. Basic and diluted net income per share for Class A Public shares, Class A Private Placement shares, and Class B Ordinary shares was $0.23 ¹⁸ for the year ended December 31, 2025.

As of December 31, 2025, CEPF had cash of $25,000 ¹⁹ in its operating account and working capital of approximately $60,000 ²⁰. This compares to $0 ²¹ cash and a working capital deficit of approximately $2,000 ²² as of December 31, 2024. The company had approximately $6,711,000 ²³ of interest earned on funds in the Trust Account available to pay taxes as of December 31, 2025. Total assets as of December 31, 2025, were approximately $456,948,634 ²⁴, significantly higher than approximately $306 ²⁵ as of December 31, 2024, reflecting the proceeds from the IPO and Private Placement. Total liabilities were $95,402 ²⁶ as of December 31, 2025, up from $2,188 ²⁷ in 2024. The company had approximately $31,000 ²⁸ outstanding under a Sponsor Loan as of December 31, 2025.

During the reported period, CEPF consummated its IPO on August 22, 2025, and simultaneously completed a private placement of shares to its Sponsor ²⁹. The company also engaged CF&Co., an affiliate of the Sponsor, as an advisor for the business combination, with a cash fee of $16,750,000 ³⁰ payable upon consummation of the Business Combination ³¹. The company also incurred approximately $8,600,000 ³² in offering costs, including $8,000,000 ³³ in underwriting fees and $100,000 ³⁴ to a qualified independent underwriter ³⁵.

CEPF's primary objective for the upcoming period is to identify and consummate a Business Combination by August 22, 2027 ³⁶, or an earlier or later date as approved by the Board or shareholders, respectively. The company is focusing its search on target companies in the financial services, digital assets, healthcare, real estate services, technology, and software industries ³⁷. Management anticipates favoring potential target companies with positive long-term growth prospects, competitive advantages, consolidation opportunities, recurring revenue or the potential for recurring revenue, opportunities for operational improvement, and attractive margins or the potential for attractive margins ³⁸.

The company's acquisition strategy leverages the network and expertise of its management team, the Sponsor, and its affiliates in sourcing, structuring, acquiring, and selling businesses, fostering relationships, negotiating transactions, accessing capital markets, operating companies, and expanding product ranges and geographic footprints ³⁹. CEPF believes its structure as a public company offers target businesses an attractive alternative to traditional IPOs, providing greater access to capital and means for management incentives aligned with shareholder interests ⁴⁰.

In terms of financial trajectory, CEPF expects to have sufficient working capital and borrowing capacity from the Sponsor to meet its needs through the earlier of the consummation of the Business Combination or one year from the date of the Report ⁴¹. These funds will be allocated towards paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence, covering travel expenditures, and structuring, negotiating, and consummating the Business Combination ⁴². The company will continue to generate non-operating income from interest on funds held in the Trust Account ⁴³.

CEPF plans to fund the Business Combination using a combination of cash remaining in the Trust Account, net proceeds from the sale of its securities, shares issued to target owners, and net proceeds from debt issued to lenders or target owners ⁴⁴. The Sponsor has committed to loan CEPF up to $1,750,000 ⁴⁵ through the Sponsor Loan to cover expenses related to investigating and selecting a target business and other working capital requirements ⁴⁶. This loan does not bear interest and is repayable upon the consummation of the Business Combination, with an option for conversion into Class A ordinary shares at $10.00 per share ⁴⁷.

The company is monitoring developments related to the SEC's 2024 SPAC Rules, which may materially affect its ability to negotiate and complete a Business Combination and could increase associated costs and time ⁴⁸. Additionally, the SEC's rules on climate-related disclosures, if implemented, may significantly increase the complexity of periodic reporting for a U.S. public company ⁴⁹.

CEPF faces several material risks, including the inherent uncertainty of being a blank check company with no operating history or revenue, and the potential inability to select an appropriate target business and complete a Business Combination within the Combination Period, which extends to August 22, 2027 ⁵⁰. There is a risk that expectations regarding the performance of a prospective target business may not be realized, and the company may not be successful in retaining or recruiting key personnel post-Business Combination. Conflicts of interest may arise due to officers and directors allocating time to other businesses or having financial interests in the Sponsor, which could incentivize them to complete a transaction even if it is unprofitable for Public Shareholders ⁵¹. The funds in the Trust Account may not be fully protected against third-party claims or bankruptcy, and the Sponsor's indemnification obligations are not guaranteed to be satisfied ⁵². The company may also face increased competition from other SPACs, potentially leading to higher acquisition costs or an inability to find a suitable target. Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East conflicts, and other disruptions to capital markets, including inflation, could adversely affect the company's ability to consummate a Business Combination ⁵³. Regulatory review and approval requirements, including foreign investment regulations, could also impede the completion of a Business Combination, and an Excise Tax may be imposed on redemptions of Public Shares in connection with a Business Combination involving a U.S. target ⁵⁴.

Management's message emphasizes the company's strategic focus on leveraging the extensive experience of its management team, the Sponsor, and its affiliates in identifying and acquiring a suitable target business. The company's strategic priorities include focusing its search on companies in the financial services, digital assets, healthcare, real estate services, technology, and software industries, and seeking targets with positive long-term growth prospects, competitive advantages, and opportunities for operational improvement and attractive margins. Management believes that its structure as a public company offers a compelling alternative for target businesses to access capital and align management incentives. The company has until August 22, 2027 ⁵⁵, to consummate a Business Combination, and management believes it has sufficient working capital and borrowing capacity from the Sponsor to meet its needs through this period ⁵⁶.