CEPV SEC filings, in plain English
Everything Cantor Equity V has filed with the SEC that we hold — 22 filings, newest first, 21 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by Cantor Equity Partners V, Inc., a blank-check company still searching for a business combination. Trust account per-share value increased to $10.24 (from $10.06 at year-end 2025), driven by $4.66 million in interest income. The company drew down $155,012 of the $1,750,000 sponsor loan, resulting in a negative working capital of $42,000 as of June 30, 2026 (versus positive working capital of $208,000 at December 31, 2025). No business combination was announced, and no redemptions occurred. The sponsor incurred $60,000 in administrative service fees and $12,000 in reimbursable expenses remained payable. Why it matters: Trust accretion improves the minimum redemption floor for public shareholders, but the small working capital deficit and reliance on sponsor loans highlight the ongoing cash burn. The absence of any target announcement with only 15 months remaining in the 24-month combination period (deadline November 5, 2027) increases pressure to find a deal or liquidate.
What changed vs 2026-05-14trust $2.3M → $254.5M +10874%trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $2.3M$254.5M
- Combination deadline
- 2027-11-05 · unchanged
- Mandate language
- we are focusing our search on companies operating in the fin… · unchanged
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $252,190,372 was added to the trust between the two filings.
The clause …“in Trust Account 254,509,500 — Purchase of available-for-sale debt securities held in Trust Account ( 254,509,589 ) — Net cash used in investing activities ( 89 ) — Cash flows from financing activities: Proceeds from Notes payable –”…
The clause …“or (ii) the distribution of the Trust Account, as described below. 20 We have until November 5, 2027 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our board of directors may”…
The clause “500,000,000 shares authorized; 540,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of both June 30, 2026 and December 31, 2025 54 54 Class B ordinary shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A joint filing agreement and procedural exhibit attached to a Schedule 13G beneficial ownership report under the Securities Exchange Act of 1934. The provided text establishes a joint disclosure arrangement among five RP-affiliated entities (RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund, and RP Alternative Credit Opportunities Fund), executed by Chief Executive Officer Richard Pilosof. The excerpt contains only the agreement itself; it discloses no amendments to prior stake levels, new share acquisitions, changes to beneficial ownership percentages, or any modifications to the SPAC’s redemption deadline, trust distribution mechanics, extension vote timeline, or business combination status. Why it matters: For investors tracking redemption windows, trust value trajectories, or merger execution, this document carries no operative weight. It solely aggregates regulatory disclosure obligations across multiple affiliated vehicles into a single SEC submission. Without the accompanying Schedule 13G form detailing acquisition dates, aggregate share counts, or purpose-of-investment declarations, the filing offers no insight into institutional liquidity positioning, sponsor behavior, or target-evaluation progress. The only documented action is the creation of a joint reporting conduit; all mechanical and transactional parameters remain unchanged. No market size, revenue, technology, partnership, litigation, or personnel claims appear in the text, and no executive statements were made outside the filing.
What changed: 10-Q (Quarterly Report) for Cantor Equity Partners V, Inc., filed for the quarterly period ended March 31, 2026. Trust value per share increased from $10.06 (Dec 31, 2025) to $10.15 (Mar 31, 2026). The company reported net income of $2,175,581 for Q1 2026, driven by $2,319,217 in interest income from trust investments, compared to a net loss of $459 in Q1 2025. Working capital decreased to ~$97,000 from ~$208,000. The company drew $19,276 on the Sponsor Loan (up from $0). Cash on hand fell to $25,000 from $169,132. There is no new business combination agreement or letter of intent disclosed. The filing confirms the deadline for completing a business combination is November 5, 2027. Why it matters: This is a clean, post-IPO SPAC quarterly report. The key updates for investors are the trust value accretion ($10.15 per share) and the company's cash burn rate. The cash on hand ($25,000) and reliance on Sponsor Loans ($19,276 drawn, up to $1,750,000 available) indicate the company is dependent on sponsor financing to cover operating costs while searching for a target. The filing contains no deal rumors, no litigation, and no changes to the extension or redemption mechanics. The management's discussion confirms they are focusing on financial services, digital assets, healthcare, real estate services, technology, and software industries.
What changed vs 2025-12-16mandate language changedmandate language, trust account, redeemable shares +11 moved · 3 with no prior record of ours
- Mandate language
- the Company intends to focus its search on companies operati…we are focusing our search on companies operating in the fin…
- Trust account
- not previously extracted$2.3M
- Redeemable shares
- not previously extracted25.0M
- Combination deadline
- 2027-11-05 · unchanged
The clause “30,000 Loss from operations ( 143,636 ) ( 459 ) Interest income on investments held in the Trust Account 2,319,217 Net income (loss) $ 2,175,581 $ ( 459 ) Weighted average number of ordinary shares outstanding: Class A Public shares”…
The clause “500,000,000 shares authorized; 540,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of both March 31, 2026 and December 31, 2025 54 54 Class B ordinary shares, $ 0.0001 par value;”…
The clause …“or (ii) the distribution of the Trust Account, as described below. We have until November 5, 2027 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our board of directors may”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for Cantor Equity Partners V, Inc. for the fiscal year ended December 31, 2025, filed March 31, 2026. This is the first annual report after the company's initial public offering on November 5, 2025. The company completed its IPO of 25,000,000 Class A ordinary shares at $10.00 per share, generating $250 million in gross proceeds, plus a $5.4 million private placement to the sponsor. The trust account held $251,587,731 as of December 31, 2025, equal to $10.06 per public share. The company has until November 5, 2027 to complete a business combination. No business combination has been announced or entered into. Operating expenses for 2025 were $187,125, interest income was $1,417,300, resulting in net income of $1,230,175. Cash outside trust was $169,132. The sponsor has committed up to $1.75 million in working capital loans, none drawn as of year-end. The company adopted an insider trading policy and a clawback policy. Why it matters: This 10-K provides the first audited financial statements since the IPO, confirming the trust account balance and per-share redemption value. It establishes the baseline for tracking cash burn, interest income, and progress toward a business combination. The filing also contains detailed disclosures on sponsor conflicts, redemption mechanics, and the terms of the business combination marketing agreement, which are critical for investors assessing the SPAC's governance and timeline.
What changed: SEC Form 3 — Insider Ownership Report. This document is a routine compliance exhibit — specifically, an SEC Form 3 insider ownership report. As stated in the filing, director Blechman Charlotte has "No non-derivative transactions or holdings reported." Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the submission does not modify the $10.15 trust per share, the 2027-11-05 deadline, or the SEARCHING status. No extension votes, target pipelines, merger terms, or sponsor behavior shifts are disclosed. Bearing on other substance: the filing contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the text exclusively catalogs the absence of reported equity positions for the named director and references accession number 0001213900-26-027195 dated 2026-03-12. Why it matters: Investors monitoring Cantor Equity V’s liquidation horizon, per-share trust accounting, or early deal signals receive no actionable updates from this record. Because the document records zero insider stake movements and publishes no strategic or operational disclosures, there is no new variable to adjust liquidation probability, extension forecasting, or sponsor alignment metrics ahead of the 2027-11-05 deadline. The $10.15 per-share trust balance operates independently of this submission, and without reported transactions or announced milestones, the filing adds no measurable pressure to existing positioning models.
What changed: Form 8-K Current Report / Routine compliance exhibit under Item 5.02. No adjustments to the redemption calendar, trust distribution, or extension timeline were filed. The operative update is the appointment of Charlotte Blechman to the board effective March 10, 2026, as a Class I director assigned to the audit and compensation committees. Why it matters: The filing preserves the unadjusted $10.15 trust per share and the original November 5, 2027 liquidation window. According to the registrant's filing, signed by Chief Executive Officer Brandon G. Lutnick, the board authorized $50,000 per year for Ms. Blechman’s directorship, payable quarterly. The Company attributed her business management qualifications to a career spanning senior advisory leadership at ACTUM since November 2025, board service at Lightwave Acquisition Corp. and Cantor Equity Partners I, Inc., consulting for alice and olivia through August 2025, a Chief Marketing Officer role at Tom Ford Retail LLC from January 2017 to June 2023, and prior executive positions at Barneys New York, Gucci America, and Yves Saint Laurent.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025, filed by Cantor Equity Partners V, Inc., a blank-check SPAC that had not yet completed its initial public offering as of the balance sheet date. The IPO was consummated on November 5, 2025, after the end of the quarter. The filing covers the pre-IPO period. There is no change in the SPAC's target search status; no business combination has been announced. Key subsequent events: on November 5, 2025, the Company completed its IPO of 25,000,000 Class A shares at $10.00 per share, generating $250,000,000 in gross proceeds, and simultaneously sold 540,000 private placement shares to the sponsor for $5,400,000. The trust account was funded with $250,000,000 ($10.00 per public share). The sponsor also committed up to $1,750,000 in a working capital loan (none drawn as of September 30, 2025). The deadline to complete a business combination is November 5, 2027. The Company's financial statements show a net loss of $43,618 for the nine months ended September 30, 2025, and a working capital deficit of $210,000 prior to the IPO. No director or officer adopted or terminated any Rule 10b5-1 trading arrangement during the quarter. Why it matters: This filing establishes the pre-IPO financial condition, the trust account size ($250,000,000, $10.00 per share), the business combination deadline (November 5, 2027), and the sponsor's financial commitments. It also discloses a $9,350,000 business combination marketing fee payable to an affiliate of the sponsor (Cantor Fitzgerald) upon completion of a deal, which represents a potential conflict of interest and cost to public shareholders. The trust account funds are invested in U.S. government securities, and the sponsor has agreed to indemnify the trust for certain claims. Investors should monitor for any future business combination target and shareholder vote.
What changed: A Form 8-K Current Report and accompanying audited balance sheet disclosing the consummation of the company’s Initial Public Offering and concurrent private placement. According to Item 8.01 of the 8-K, on November 5, 2025, the Company issued 25,000,000 Class A ordinary shares at $10.00 per share for $250,000,000 gross proceeds, including 3,000,000 shares from a partial over-allotment exercise. Simultaneously, the Sponsor purchased 540,000 Private Placement Shares at $10.00 per share for $5,400,000. The Company deposited $250,000,000 into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. As disclosed in the Notes to the Balance Sheet, the Combination Period expires on November 5, 2027, subject to earlier board-approved liquidation or later shareholder-approved extension. If the Business Combination is not completed by that date, the Company will cease operations, redeem public shares within ten business days at the trust account’s pro rata cash value, and liquidate. The Sponsor and officers waived liquidation rights for founder and private placement shares in a failure scenario. On November 5, 2025, underwriters declined the remaining over-allotment portion, so the Sponsor surrendered 75,000 Class B ordinary shares for no consideration. Note 7 records that on November 6, 2025, the Company transferred the $250,000,000 net proceeds to CF Secured, LLC, an affiliate of the Sponsor, where the funds were invested in U.S. government treasury bills. Why it matters: The Company states in Note 1 that management intends to focus its acquisition search on financial services, digital assets, healthcare, real estate services, technology, and software industries, though management acknowledges no assurance of completing a successful Business Combination and expects zero operating revenues until after consummation. Regarding sponsor conduct and capital arrangements, Cantor Fitzgerald & Co. served as lead underwriter receiving $4,400,000 in underwriting discounts, while a qualified independent underwriter received a $100,000 fee. The Company agreed to pay CF&Co. a $9,350,000 cash fee as a business combination marketing advisor upon consummation. The Administrative Support Agreement, executed by the Sponsor, obligates the Company to pay $10,000 a month for office space and shared personnel, commencing November 4, 2025 and terminating at Business Combination or liquidation. The Sponsor committed up to $1,750,000 in non-interest-bearing Sponsor Loans, convertible to Class A ordinary shares at $10.00 per share beginning 60 days post-IPO. CFO Jane Novak certified the filing. WithumSmith+Brown, PC, acting as the independent registered public accounting firm since 2025, issued an unqualified opinion on the November 5, 2025 balance sheet, which reflects $250,000,000 in trust cash, $448,132 in operating cash, and $250,000,000 classified as Class A ordinary shares subject to possible redemption.
What changed: A Joint Filing Agreement (Exhibit 99.6) submitted alongside a Schedule 13D beneficial ownership report. The agreement states that Cantor EP Holdings V, LLC, Cantor Fitzgerald, L.P., CF Group Management, Inc., and Brandon G. Lutnick are jointly reporting their beneficial ownership of Class A ordinary shares, $0.0001 par value, of Cantor Equity Partners V, Inc., as of November 10, 2025. Each party formally accepts responsibility for the timeliness, completeness, and accuracy of the Schedule 13D information pertaining to itself, while acknowledging awareness of data provided by the other parties. The document does not adjust the trust per share, trigger a deadline extension, advance a business combination, or modify sponsor conduct; it solely establishes a shared compliance channel for these four affiliated reporting entities. Why it matters: For investors tracking redemption windows, trust mechanics, extension votes, deal progression, and sponsor behavior, this filing serves as an administrative confirmation rather than a structural update. The Joint Filing Agreement attributes all representations and execution responsibilities to the four named Cantor-affiliated parties, with Brandon G. Lutnick, identified as Chief Executive Officer, signing on behalf of all. No target candidate names, transaction timelines, customer testimonials, revenue estimates, market size projections, technology disclosures, partnership agreements, litigation allegations, or executive departures are included in the text. The only numerical value cited is the $0.0001 par value attached to the Class A ordinary shares. Because the exhibit functions exclusively to consolidate ownership reporting and verify mutual disclosure accountability, it leaves the redemption calendar, per-share trust amount, and remaining search period untouched while confirming that Cantor’s internal governance and filing protocols remain centralized.
What changed: Form 8-K reporting the closing of Cantor Equity Partners V, Inc.'s initial public offering, including the underlying IPO and private placement agreements, the amended and restated charter, trust funding, and ancillary SPAC formation documents. CEPV consummated an upsized IPO of 25,000,000 Class A ordinary shares at $10.00 per share (including 3,000,000 shares from the partial exercise of the over-allotment option), generating $250,000,000 in gross proceeds; sold 540,000 private placement shares to the Sponsor for $5,400,000; deposited $250,000,000 into the trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company; filed its Amended and Restated Memorandum and Articles of Association; and entered into the underwriting agreement, business combination marketing agreement, letter agreement, investment management trust agreement, registration rights agreement, expense advance agreement, private placement shares purchase agreement, promissory note, and administrative services agreement. The Sponsor also surrendered 75,000 Class B ordinary shares to maintain 20% ownership following the partial over-allotment exercise. Why it matters: This filing starts the 24-month deadline clock for completing a business combination (due November 5, 2027, unless extended), establishes the $250,000,000 trust and redemption mechanics, and confirms the SPAC is now in search mode. The trust may only be released upon completion of an initial business combination, amendment-related redemptions of public shares, or liquidation. It also fixes sponsor economics: 6,325,000 founder shares (up to 825,000 subject to forfeiture based on over-allotment exercise), 540,000 private placement shares locked until 30 days after a combination, a $1,750,000 working capital loan facility from the Sponsor, and a business combination marketing fee to Cantor Fitzgerald of 3.5% of base offering proceeds and 5.5% of over-allotment proceeds.
What changed: SEC Form 4 insider ownership report documenting open-market share acquisitions by designated officers and affiliated entities. Cantor Equity Partners V, Inc. insiders executed an open-market purchase on 2025-11-05 acquiring 540,000 shares at $10, yielding a post-transaction holding of 540,000 shares for Lutnick Brandon (director, Chief Executive Officer, 10% owner) and affiliated reporting persons Cantor EP Holdings V, LLC, CANTOR FITZGERALD, L. P., and CF GROUP MANAGEMENT INC. This insider accumulation occurs against a background trust value of $10.15 per share and a fixed business combination deadline of 2027-11-05. No extensions, redemption schedule adjustments, trust account alterations, or target-deal progress were altered or disclosed. The purchase price of $10 diverges from the $10.15 per-share trust value. Why it matters: While this routine compliance exhibit does not modify investor redemption rights, trust distribution mechanics, or the search-phase timeline, it provides a concrete data point on sponsor conduct and capital allocation behavior. The filing attributes zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel objectives to any executive or entity. Consequently, the sole substantive update for portfolio tracking is the confirmed $10 open-market bid level by named insiders, establishing a private liquidity floor distinct from the public trust reserve, without affecting the 2027-11-05 deadline or $10.15 trust baseline.
What changed: Final prospectus for the initial public offering of 22,000,000 Class A ordinary shares of Cantor Equity Partners V, Inc. at $10.00 per share, filed pursuant to Rule 424(b)(4). This is the first public offering prospectus for this SPAC; no prior trading or business combination target exists. The filing establishes the trust account at $10.00 per public share, a 24-month deadline to consummate a business combination (November 2027), and details sponsor compensation, founder shares purchased at $0.004 per share, and a private placement of 540,000 shares at $10.00 per share. Why it matters: Investors now have the definitive terms of the SPAC: trust value of $10.00 per share, redemption mechanics, extension provisions, and significant sponsor conflicts of interest (founder share dilution, incentives to complete a deal). No target has been selected, and the sponsor has a history of prior SPACs with mixed outcomes. This filing is the baseline for all future redemption and deal decisions.
What changed: A Form S-1 Multiple Effective Filing (S-1MEF) submitted pursuant to Rule 462(b) to register an additional 2,300,000 Class A ordinary shares of Cantor Equity Partners V, Inc., incorporating by reference the Prior Registration Statement (File No. 333-289666) that became effective on November 3, 2025. This filing does not modify the trust account balance per share, the redemption deadline, extension provisions, acquisition pipeline status, or sponsor governance arrangements. The registrant solely certifies that it has instructed its bank to wire the Exhibit 107 filing fee no later than November 4, 2025, confirms sufficient account funds exist, and attests that no revocation of those instructions will occur. Why it matters: Beyond routine capital markets housekeeping, the document formally records Brandon Lutnick signing as Chairman and Chief Executive Officer and Jane Novak as Chief Financial Officer, establishing current executive authorization for the ongoing public vehicle. It also attaches required legal and accounting support—specifically the opinion and consent of Maples and Calder (Cayman) LLP and the consent of Withum Smith+Brown, PC—which maintains the viability of the base prospectus shelf while the sponsor remains in a SEARCHING phase. Because the filing contains no operational disclosures, customer commitments, revenue targets, technology roadmaps, partnership agreements, or litigation claims, it serves as an administrative update rather than a substantive shift in the SPAC’s strategic or financial profile.
What changed: SEC Form 3 — routine compliance exhibit for initial beneficial ownership disclosures. The filing explicitly attributes 10% owner status to Cantor EP Holdings V, LLC, CANTOR FITZGERALD, L.P., CF GROUP MANAGEMENT INC, and Lutnick Brandon (designated as director and Chief Executive Officer), while simultaneously stating 'No non-derivative transactions or holdings reported.' Consequently, sponsor equity concentration remains static, leadership titles are unchanged, and there is zero movement affecting trust account mechanics, redemption deadline integrity, extension voting triggers, or business combination execution. No claims regarding revenue, market size, technology, partnerships, or litigation are contained within. Why it matters: Investors tracking capital deployment timelines and liquidation floors receive a confirmed status-quo signal: the sponsor maintains its pre-existing 10% equity posture without initiating merger proceedings or modifying trust distribution parameters. Because this exhibit introduces no binding acquisition terms or shareholder notice requirements, the existing search period and accrued trust balances continue uninterrupted until a Schedule 13D, preliminary proxy, or amended registration statement alters these mechanical thresholds.
What changed: Form 3 — insider ownership report under Section 16(a) of the Securities Exchange Act. Filed on 2025-11-03 [0001213900-25-105524], the report by issuer Cantor Equity Partners V, Inc. explicitly states that reporting person Prasad Mukesh (director) has 'No non-derivative transactions or holdings reported.' Accordingly, there are no mechanical updates to redemption scheduling, trust account maintenance, extension voting thresholds, deal-progression milestones, or sponsor conduct parameters. Why it matters: Because the filing itself discloses zero transactional activity against the stated $10.15 trust baseline and the 2027-11-05 termination window, it offers no incremental signal on capital commitment intensity, target diligence pacing, or liquidity management strategy. The document contains no claims regarding customer contracts, revenue generation, market size estimates, technology roadmaps, partnership formations, litigation status, or executive appointments. As a routine compliance exhibit, it simply logs the director’s unchanged baseline position without altering the procedural or mathematical framework governing shareholder redemptions or SPAC dissolution timelines.
What changed: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. The registrant reports the formal registration of Class A ordinary shares, par value $0.0001 per share, for listing on The Nasdaq Stock Market LLC. This filing does not amend the trust account composition, redemption mechanics, or the previously established business combination deadline. No extension votes, target search advancements, or sponsor conduct adjustments are introduced. Why it matters: By cross-referencing the security descriptions from the initial registration statement on Form S-1 (File No. 333-289666), originally filed on August 15, 2025, the submission finalizes the administrative requirements for Nasdaq listing following the capital raise. The document attributes all factual assertions to Cantor Equity Partners V, Inc., a Cayman Islands entity headquartered at 110 East 59 th Street, New York, NY 10022. Chief Executive Officer Brandon Lutnick executed the signature page on November 3, 2025, confirming active sponsor oversight during the SEARCHING period. Because the filing leaves the trust valuation and redemption calendar unmodified from prior disclosures, it operates as a standard exchange compliance exhibit rather than a driver of immediate shareholder decisions.
What changed: A routine SEC Form 3 insider ownership report. The filing discloses that Jane Novak, Chief Financial Officer of Cantor Equity Partners V, Inc., reported no non-derivative transactions or holdings as of the 2025-11-03 submission. Under Securities and Exchange Commission rules, a Form 3 establishes the initial beneficial ownership baseline for reporting persons. The submission contains no adjustments to insider position sizing, nor does it reference trust account movements, extension votes, target discovery updates, or shareholder redemption thresholds. Why it matters: This acts as a mandatory regulatory checkpoint confirming executive accountability rather than a strategic or financial announcement. The explicit notation of zero non-derivative holdings suggests either unallocated equity grants, a recent transition into the officer role, or reliance on separate derivative schedules for actual economic exposure. For participants monitoring cash conversion windows or sponsor execution behavior, the document introduces no mechanical change to the capital table, does not advance the business combination timeline, and provides no data on liquidity events or governance shifts.
What changed: A Form 3 insider ownership report filed November 3, 2025 (accession 0001213900-25-105519) for Cantor Equity Partners V, Inc., documenting the securities positions of director Danny Salinas. The filing explicitly states that director Danny Salinas reported 'No non-derivative transactions or holdings.' There is no update to the SPAC’s SEARCHING status, the reported trust value of $10.15 per share, or the November 5, 2027 redemption deadline. Why it matters: Routine Form 3 disclosures track whether key insiders adjust their equity stakes ahead of potential business combinations or deadline milestones. Because the filing attributes zero non-derivative transactions to the director, it signals no active accumulation or divestment during the reporting window. This provides baseline transparency into sponsor conduct but does not alter investor redemption calculations, trigger extension proceedings, or shift deal progress.
What changed: Amendment No. 2 to Form S-1 registration statement for Cantor Equity Partners V, Inc., a blank-check company (SPAC) seeking to raise $200 million ($10.00 per share) in its initial public offering. The filing contains a preliminary prospectus for the IPO and a separate market-making prospectus for Cantor Fitzgerald & Co. This is Amendment No. 2 to the S-1. Compared to the prior filing, key substantive changes and updates include: (1) the prospectus date is now 'PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 14, 2025'; (2) the sponsor's founder shares are now 5,750,000 Class B ordinary shares following a June 25, 2025 share capitalization that added 750,000 shares; (3) the SEC settlement mentioned on page 67 is updated to reflect a December 2024 settlement by Cantor relating to prior SPACs CFAC II and CFAC V; (4) the track record of prior Cantor SPACs is updated with stock prices as of August 12, 2025 and notes that CFAC II's target (View) was taken private via Chapter 11 in May 2024 and CFAC VII liquidated in December 2024; (5) CEP and CEP I have entered business combination agreements; CEP II, CEP III, and CEP IV have completed IPOs; (6) the working capital deficiency improved to ($3,991) as of June 30, 2025, and total shareholder's deficit is ($2,555); (7) the estimated offering expenses table and dilution tables have been updated with June 30, 2025 data; (8) the underwriter lock-up is extended to 180 days for all ordinary shares and convertible securities; (9) numerous risk factor updates including reference to January 2024 SEC SPAC rules, the SEC's investment company guidance, and the Inflation Reduction Act excise tax; (10) the financial statements are updated for the six months ended June 30, 2025 (unaudited) and include segment reporting disclosures under ASU 2023-07. Why it matters: For SPAC investors tracking redemption mechanics and trust value, this filing makes no changes to the core structure: the trust holds $10.00 per public share ($200 million, or $230 million if over-allotment exercised), with a 24-month deadline from IPO closing to complete a business combination (or until board-approved earlier date). The 15% cap on redemptions without consent remains. Sponsor will buy 500,000 private placement shares at $10.00/share ($5 million). Anti-dilution adjustment on founder shares remains at 20%. The filing is critical because it updates the sponsor's track record (two Cantor SPACs liquidated, notes SEC settlement), provides updated financial statements showing the company is operating at a deficit, and confirms that the SPAC is still searching for a target. The extensive risk factor disclosures on the SEC's SPAC rules, the 'controlled company' exemption, PFIC status, and the excise tax on redemptions are all material for investors evaluating the potential for a deal and the legal/regulatory environment.
What changed: Registration statement (Amendment No. 1 to Form S-1) for the initial public offering of a special purpose acquisition company (SPAC). It includes a prospectus for the IPO and a separate market making prospectus. Updated financial statements as of June 30, 2025 (unaudited) and revised prospectus. New disclosures regarding expanded target industries (digital assets, healthcare). Sponsor compensation and conflict tables updated with current data. Added market making prospectus for secondary trading by Cantor Fitzgerald & Co. Why it matters: Establishes the final terms for the $200 million IPO ($10.00 per share), 24-month deadline to consummate a business combination, and redemption mechanics. Discloses sponsor economics ($0.004 per founder share, $5M private placement), underwriter compensation, and material conflicts of interest. Investors need this to evaluate the SPAC's governance, dilution, and timeline risks.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC). This is the initial filing of the S-1 registration statement; no prior document to compare. The SPAC is newly registering its securities. Why it matters: The filing establishes the terms of the SPAC: $200M offering at $10.00 per share, 24-month deadline, trust at $10.00 per share, no warrants, sponsor founder shares at $0.004, private placement of $5M, Cantor Fitzgerald as underwriter with conflicts of interest, and redemption rights with 15% cap. The prospectus also details the sponsor's prior SPAC track record, including liquidations and successful deals, and the risk factors.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.