CANTOR EQUITY PARTNERS, INC. (Exact name of registrant as specified in its charter)" This is the title of the annual report (Form 10-K) filed by Cantor Equity Partners, Inc. with the Securities and Exchange Commission (SEC).

Overview

Cantor Enterprises Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on November 11, 2020 for the purpose of effecting a business combination. The company is focusing its search on companies operating in the financial services, healthcare, real estate services, technology and software industries.

The Company completed its initial public offering (IPO) on August 14, 2024, raising $100 million by selling 10 million Class A ordinary shares at $10 per share. Simultaneously, the Company sold 300,000 private placement shares to the Sponsor at $10 per share, generating $3 million in proceeds.

The funds from the IPO and private placement were placed in a trust account, which can only be used for the business combination or to redeem public shares if the Company is unable to complete the transaction by the end of the combination period. The Company has until the end of the combination period to consummate the business combination.

Liquidity and Capital Resources

As of December 31, 2024, the Company had $25,000 in its operating account and a working capital deficit of approximately $190,000. The Company’s liquidity needs have been satisfied through a $25,000 contribution from the Sponsor, a $287,000 loan from the Sponsor, and proceeds from the private placement not held in the trust account.

The Sponsor has committed to loan the Company up to $1.75 million to fund expenses related to identifying and evaluating potential target businesses and other working capital requirements. As of December 31, 2024, the Company had drawn approximately $333,000 on this loan. The Company believes it will 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.

Results of Operations

The Company’s entire activity from inception through December 31, 2024 has been related to its formation, the IPO, and efforts to locate and complete a suitable business combination. It has not engaged in any operations or generated any revenues to date.

For the year ended December 31, 2024, the Company had net income of approximately $1.54 million, consisting of $1.88 million in interest income on investments held in the trust account, partially offset by $298,000 in general and administrative expenses and $46,000 in administrative expenses paid to the Sponsor.

For the year ended December 31, 2023, the Company had a net loss of approximately $253,000, which consisted of general and administrative expenses.

Factors That May Adversely Affect Results

The Company’s results of operations and ability to complete the business combination may be adversely affected by various factors, including:

• Downturns in financial markets or economic conditions
• Increases in oil prices, inflation, or interest rates
• Supply chain disruptions
• Declines in consumer confidence and spending
• Geopolitical instability, such as the military conflicts in Ukraine and the Middle East

The Company cannot predict the likelihood, duration, or magnitude of these events and their potential negative impact on its business and ability to complete the business combination.

Contractual Obligations

The Company has the following contractual obligations:

Business Combination Marketing Agreement (BCMA): The Company engaged an affiliate of the Sponsor, CF&Co., to assist with the business combination process. CF&Co. will receive a marketing fee upon the consummation of the business combination.

Related Party Loans:

• The Sponsor provided a non-interest bearing $300,000 loan (the “Pre-IPO Note”) to fund a portion of the IPO expenses, which was repaid in full upon completion of the IPO.
• The Sponsor has committed to provide up to $1.5 million in loans (the “Sponsor Note”) to be added to the trust account in connection with any redemption events.
• The Sponsor has also committed up to $1.75 million in loans (the “Sponsor Loan”) to fund expenses related to the business combination, of which $333,000 has been drawn as of December 31, 2024.

Critical Accounting Policies

The Company has identified the following critical accounting policies:

1. Use of Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts.

2. Emerging Growth Company: The Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards, which may make comparison to other public companies difficult.

3. Class A Ordinary Shares Subject to Possible Redemption: The Company accounts for redeemable Class A ordinary shares as temporary equity, recognizing changes in redemption value immediately.

4. Net Income (Loss) Per Ordinary Share: The Company applies the two-class method to calculate earnings per share, allocating net income or loss pro rata to redeemable, non-redeemable Class A, and Class B ordinary shares.

Outlook

The Company faces several risks and uncertainties that could adversely affect its ability to complete the business combination, including the impact of new SEC regulations for SPACs, the potential implementation of climate-related disclosure requirements, and general economic and market conditions. However, the Company believes it has 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.