Cantor Equity Partners VI, Inc.

Cantor Equity Partners VI, Inc. (the "Company") 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 is not limited to a specific industry for its acquisition search but is focusing on companies in the financial services, digital assets, healthcare, real estate services, technology, and software industries ². The Company is an early-stage and emerging growth company, subject to the associated risks ³.

The Company's core business model revolves around identifying and acquiring a target business to facilitate its public listing, offering an alternative to a traditional initial public offering. The Company generates non-operating income from interest on funds held in its Trust Account, which are invested in U.S. government securities or money market funds ⁴. Revenue generation from operations will only commence after the completion of a Business Combination ⁵. The primary customer segment, in essence, is the target business seeking to become a public entity.

The Company's strategy is to leverage the experience and expertise of its management team, the Sponsor (Cantor EP Holdings VI, LLC), and its affiliates in sourcing, structuring, acquiring, and selling businesses ⁶. This includes fostering relationships with sellers, capital providers, and target management teams, negotiating transactions, accessing capital markets, and operating and growing companies both organically and through acquisitions ⁷. The Company expects to favor 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 ⁸.

For the fiscal year ended December 31, 2025, the Company reported a net loss of approximately $63,560 ⁹, compared to a net loss of approximately $4,166 for the year ended December 31, 2024 ¹⁰. This net loss consisted entirely of general and administrative expenses, which were approximately $63,560 in 2025 ¹¹ and approximately $4,166 in 2024 ¹². The Company had no operating revenues for either period ¹³. The basic and diluted net loss per share for both 2025 and 2024 was approximately $(0.03) and $(0.00), respectively ¹⁴. As of December 31, 2025, the Company had a working capital deficit of approximately $201,000 ¹⁵, compared to $0 as of December 31, 2024 ¹⁶. Total assets as of December 31, 2025, were approximately $138,857 ¹⁷, up from $998 as of December 31, 2024 ¹⁸. Total liabilities as of December 31, 2025, were $201,419 ¹⁹, compared to $0 as of December 31, 2024 ²⁰. The Company had no cash at the end of either period ²¹.

Significant operational developments during the reported period include the Initial Public Offering (IPO) of 11,500,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $115,000,000, which was consummated on February 6, 2026, subsequent to the fiscal year end ²². Simultaneously, 300,000 Private Placement Shares were sold to the Sponsor at $10.00 per share, generating gross proceeds of $3,000,000 ²³. A total of $115,000,000 from these proceeds was placed in a Trust Account ²⁴. The Company also repaid the Pre-IPO Note of approximately $85,000 ²⁵ in full upon completion of the IPO ²⁶.

The Company's primary outlook is centered on the successful consummation of a Business Combination within the Combination Period, which extends to February 6, 2028 ²⁷. Management believes it has sufficient working capital and borrowing capacity from the Sponsor to meet its needs through the earlier of the Business Combination or one year from the date of the Report ²⁸. These funds will be utilized for identifying and evaluating prospective target businesses, performing due diligence, covering travel expenditures, and structuring, negotiating, and consummating the Business Combination ²⁹.

A major growth area for the Company is the acquisition of a target business, which will transition the Company from a blank check company with no operations to an operating entity. The Company is focusing its search on companies in the financial services, digital assets, healthcare, real estate services, technology, and software industries ³⁰. The Company aims to acquire a business with an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement ³¹. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest ³².

The operational outlook is focused on managing expenses and ensuring sufficient capital for the Business Combination. The Company has agreed to pay $10,000 per month to the Sponsor for office space, administrative, and shared personnel support services, which will cease upon the earlier of the Business Combination or liquidation ³³. The Sponsor has committed to loan the Company up to $1,750,000 through the Sponsor Loan to fund expenses related to investigating and selecting a target business and other working capital requirements ³⁴. This Sponsor Loan does not bear interest and is repayable upon consummation of the Business Combination, with an option for conversion into Class A ordinary shares at $10.00 per share after 60 days from the IPO date ³⁵.

Planned capital allocation includes the use of cash remaining in the Trust Account, net proceeds from the sale of securities in connection with the Business Combination, shares issued to target owners, and net proceeds from debt issued to lenders or target owners ³⁶. The Company may also seek additional financing through private offerings of debt or equity securities to complete the Business Combination, especially for target businesses with enterprise values greater than the net proceeds from the IPO and Private Placement ³⁷. Any such additional financing may cause material dilution to Public Shareholders ³⁸.

Management has explicitly flagged several structural headwinds and execution risks. The 2024 SEC SPAC Rules, which became effective on July 1, 2024, may materially affect the Company's ability to negotiate and complete the Business Combination and may increase associated costs and time ³⁹. Additionally, the SEC's climate-related disclosure rules, if implemented, may significantly increase the complexity of periodic reporting ⁴⁰. Geopolitical instability, such as military conflicts in Ukraine and the Middle East, and downturns in financial markets or economic conditions, including fluctuations in interest rates, could adversely impact the Company's operations and ability to complete the Business Combination ⁴¹. Increased competition from other SPACs and private investors for attractive target businesses could also increase costs, delay, or frustrate the ability to consummate a Business Combination ⁴².

The Company faces several material risks, including its status as a blank check company with no operating history or revenue, making it difficult to evaluate its ability to select a suitable target business ⁴³. There is a risk that the Company may not be able to select an appropriate target business and complete a Business Combination within the Combination Period, which extends to February 6, 2028 ⁴⁴. The funds in the Trust Account may not be protected against third-party claims or bankruptcy, potentially reducing the per-share redemption amount for Public Shareholders to less than $10.00 ⁴⁵. Competition to find an attractive target business is intense and increasing, which could raise the costs of completing a Business Combination or even prevent its consummation ⁴⁶. Geopolitical conditions, such as the ongoing Russia-Ukraine conflict and conflicts in the Middle East, and other disruptions to equity or debt capital markets, including inflation, may adversely affect the search for and consummation of a Business Combination ⁴⁷. Regulatory changes, such as the 2024 SEC SPAC Rules and potential climate-related disclosure requirements, could increase costs and complexity ⁴⁸. Conflicts of interest may arise due to the Sponsor's financial interest in completing a Business Combination, even if the target declines in value for Public Shareholders, given the nominal price paid for Founder Shares ⁴⁹.

Management's overall tone emphasizes the Company's strategic focus on leveraging its team's and affiliates' expertise in financial services, digital assets, healthcare, real estate services, technology, and software industries to identify and acquire a suitable target business. They highlight the benefits of a Business Combination as an alternative to a traditional IPO, offering greater access to capital and enhanced management incentives. Management explicitly states that they believe they will have sufficient working capital and borrowing capacity from the Sponsor to meet their needs through the earlier of the consummation of the Business Combination or one year from the date of the Report ⁵⁰. A key strategic priority is to complete a Business Combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account ⁵¹. Another priority is to manage expenses, including the $10,000 per month fee paid to the Sponsor for administrative services ⁵², and to utilize the Sponsor Loan of up to $1,750,000 for working capital and transaction costs ⁵³. Management also acknowledges the importance of navigating regulatory changes, such as the 2024 SEC SPAC Rules, and geopolitical and economic uncertainties that could impact the Business Combination process.