Cantor Equity Partners V, Inc.

Cantor Equity Partners V, 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 primarily focusing on companies operating in the financial services, digital assets, healthcare, real estate services, technology, and software industries ². The Company's management team and its affiliates, including Cantor Fitzgerald, L.P. ("Cantor"), bring expertise in financial services, financial and real estate technology, and real estate, along with a proven ability to grow businesses through acquisitions ³. The Company's Class A ordinary shares began trading on the Nasdaq Global Market on November 4, 2025, under the symbol "CEPV" ⁴.

The core business model of Cantor Equity Partners V, Inc. is to identify and acquire a target company through a Business Combination, effectively taking the target public. The Company generates non-operating income from interest earned on funds held in its Trust Account ⁵. Revenue generation from operations will only commence after the completion of a Business Combination ⁶. The primary customer segments are not directly applicable to the Company in its current blank check form, as its focus is on acquiring a business rather than serving end-customers.

The Company does not have distinct product or service lines in its current state as it is a blank check company. Its primary "product" is its structure as a SPAC, offering a target business an alternative to a traditional initial public offering, with potential benefits including greater access to capital, enhanced management incentives, augmented public profile, and the ability to use its shares for future acquisitions ⁷.

For the fiscal year ended December 31, 2025, the Company reported net income of approximately $1,230,175 ⁸. This was primarily driven by approximately $1,417,300 ⁹ in interest income on investments held in the Trust Account, partially offset by approximately $168,125 ¹⁰ in general and administrative expenses and $19,000 ¹¹ in administrative expenses paid to a related party. As of December 31, 2025, the Company had cash of approximately $169,132 ¹² in its operating account and available-for-sale debt securities held in the Trust Account with a fair value of $251,587,731 ¹³. The redemption value for Class A ordinary shares subject to possible redemption was $10.06 per share ¹⁴. The Company had total liabilities of $91,177 ¹⁵ and total shareholders' equity of $317,011 ¹⁶ as of December 31, 2025. Basic and diluted net income per share for Class A Public shares, Class A Private Placement shares, and Class B Ordinary shares was $0.13 ¹⁷ for the year ended December 31, 2025.

Comparing year-over-year, the Company's financial performance shifted from a net loss of approximately $7,046 ¹⁸ in 2024 to a net income of approximately $1,230,175 ¹⁹ in 2025. This improvement is largely attributable to the generation of $1,417,300 ²⁰ in interest income from investments in the Trust Account in 2025, which was non-existent in 2024. General and administrative expenses increased from approximately $7,046 ²¹ in 2024 to $168,125 ²² in 2025, and administrative expenses to a related party were $19,000 ²³ in 2025 compared to $0 ²⁴ in 2024. The Company's cash in its operating account increased from $0 ²⁵ in 2024 to $169,132 ²⁶ in 2025, and working capital improved from a deficit of approximately $2,000 ²⁷ in 2024 to a surplus of approximately $208,000 ²⁸ in 2025.

During the reported period, the Company consummated its Initial Public Offering on November 5, 2025, selling 25,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $250,000,000 ²⁹. Simultaneously, it sold 540,000 Private Placement Shares to the Sponsor at $10.00 per share, generating gross proceeds of $5,400,000 ³⁰. A total of $250,000,000 ³¹ from these proceeds was placed in the Trust Account. The Company also repaid a Pre-IPO Note of approximately $125,000 ³² from the Sponsor upon completion of the Initial Public Offering.

The Company's primary objective for the upcoming period is to identify and consummate a Business Combination by November 5, 2027 ³³, which is 24 months from the closing of its Initial Public Offering. Management believes it has sufficient working capital and borrowing capacity from the Sponsor to meet its needs through this period, or one year from the date of the report, whichever is earlier ³⁴. These funds will be allocated towards paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence, and structuring, negotiating, and consummating the Business Combination ³⁵.

The Company is focusing its search for potential target companies primarily in the financial services, digital assets, healthcare, real estate services, technology, and software industries ³⁶. While no specific growth areas or target opportunities are detailed beyond these broad categories, the Company expects to favor targets 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 ³⁷. The Company aims to acquire businesses with enterprise values greater than what could be acquired with the net proceeds of the Initial Public Offering and Private Placement, which may necessitate additional financing ³⁸.

Operationally, the Company anticipates incurring increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to the Business Combination search ³⁹. The Company has an administrative services agreement with the Sponsor, requiring a payment of $10,000 per month for office space, administrative, and shared personnel support services ⁴⁰. This fee will cease upon the earlier of the Business Combination's consummation or the Company's liquidation ⁴¹.

Regarding capital allocation, the Sponsor has committed to loan the Company up to $1,750,000 ⁴² through the Sponsor Loan to fund expenses related to investigating and selecting a target business and other working capital requirements. As of December 31, 2025, no amount had been drawn under this loan ⁴³. The Sponsor Loan does not bear interest and is repayable upon consummation of the Business Combination, with an option for the Sponsor to convert outstanding amounts into Class A ordinary shares at $10.00 per share ⁴⁴. The Company has not paid any cash dividends to date and does not intend to prior to the Business Combination ⁴⁵. Future dividend payments will be at the discretion of the Board and dependent on revenues, earnings, capital requirements, and financial condition post-Business Combination ⁴⁶.

Management has explicitly flagged several structural headwinds and execution risks. The Company expects to encounter intense competition from other entities, including private investors, other SPACs, and entities seeking similar businesses, which could lead to increased costs, delays, or difficulties in finding and consummating a Business Combination ⁴⁷. The 2024 SEC SPAC Rules, effective July 1, 2024, may materially affect the Company's ability to negotiate and complete a Business Combination and may increase related costs and time ⁴⁸. Additionally, adverse developments in the financial services industry, including liquidity concerns or defaults by financial institutions, could negatively impact the Company's business, financial condition, or its ability to consummate a Business Combination ⁴⁹. Geopolitical instability, such as military conflicts in Ukraine and the Middle East, and other disruptions to capital markets, including inflation, may also adversely affect the Company's operations and ability to complete a Business Combination ⁵⁰.

The Company 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 November 5, 2027 ⁵¹. There is a risk that the Company's expectations regarding the performance of a prospective target business may not be realized, and it may not be successful in retaining or recruiting key personnel post-Business Combination. Conflicts of interest may arise due to officers and directors allocating their time to other businesses or their financial interest in the Sponsor's investment, which could lead to them prioritizing a quicker, less financially stable Business Combination ⁵². The Company may not be able to obtain additional financing required to complete a Business Combination or fund the target's operations, potentially leading to restructuring or abandonment of a deal. The funds in the Trust Account may not be fully protected against third-party claims or bankruptcy, and the actual per-share redemption amount could be less than $10.00 ⁵³. Intense competition from other entities, including other SPACs, for attractive targets could increase costs or prevent the Company from finding a suitable acquisition ⁵⁴. Adverse developments in the financial services industry, global geopolitical conditions, and regulatory changes such as the 2024 SEC SPAC Rules and climate-related disclosure requirements, could materially impact the Company's operations and ability to consummate a Business Combination ⁵⁵.

Management's overall tone emphasizes the Company's strategic focus as a blank check company leveraging the extensive experience of its management team and affiliates, including Cantor, in financial services, digital assets, healthcare, real estate services, technology, and software industries to identify and acquire a suitable target business. The key strategic priority is the successful consummation of a Business Combination by November 5, 2027 ⁵⁶. Management is committed to using the approximately $251,588,000 ⁵⁷ available in the Trust Account as of December 31, 2025, along with potential additional financing, to achieve this goal. They highlight the SPAC structure as an attractive alternative for target businesses seeking to go public, offering greater access to capital and enhanced incentives. Management also acknowledges the challenges of intense competition for acquisition targets and the potential impact of regulatory changes, such as the 2024 SEC SPAC Rules, on the Business Combination process.