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Cantor Equity Partners VI, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

CEPS$10.21+0.6%Stored close · as of Nov 5, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:001-43009

(Exact name of registrant as specified in its charter)

Cayman Islands98-1601080
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
110 East 59th Street, New York, New York10022
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(212) 938-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:Trading Symbol(s)Name of Each Exchange on Which Registered:
Class A ordinary shares, par value $0.0001 per shareCEPSThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒ No ☐

The registrant’s ordinary shares were not listed on any exchange and had no market value as of the last business day of the second fiscal quarter of 2025. The registrant’s Class A ordinary shares began trading on the Nasdaq Global Market on February 5, 2026. Accordingly, there was no market value for the registrant’s ordinary shares as of the last business day of the second fiscal quarter of 2025.

As of March 31, 2026, there were 11,800,000 Class A ordinary shares, par value $0.0001 per share, and 2,875,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

TABLE OF CONTENTS

PAGE
PART I1
Item 1.Business1
Item 1A.Risk Factors20
Item 1B.Unresolved Staff Comments22
Item 1C.Cybersecurity22
Item 2.Properties22
Item 3.Legal Proceedings22
Item 4.Mine Safety Disclosures22
PART II23
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities23
Item 6.[Reserved]23
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 7A.Quantitative and Qualitative Disclosures About Market Risk28
Item 8.Financial Statements and Supplementary Data28
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure28
Item 9A.Controls and Procedures28
Item 9B.Other Information29
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections29
PART III30
Item 10.Directors, Executive Officers and Corporate Governance30
Item 11.Executive Compensation35
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters36
Item 13.Certain Relationships and Related Transactions, and Director Independence38
Item 14.Principal Accountant Fees and Services40
PART IV42
Item 15.Exhibit and Financial Statement Schedules42

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. These statements are based on management’s (as defined below) current expectations, as well as assumptions made by, and information currently available to our management, but actual results may differ materially due to various factors, including, but not limited to:

●our ability to complete the Business Combination (as defined below);
●our expectations regarding the potential performance of the prospective target business or businesses for the Business Combination;
●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;
●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;
●our potential ability to obtain additional financing to complete the Business Combination;
●the ability of our officers and directors to generate a number of potential Business Combination opportunities;
●the Public Shares’ (as defined below) potential liquidity and trading;
●the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;
●the Trust Account potentially being subject to claims of third parties;
●the value of the Founder Shares following completion of the Business Combination likely being substantially higher than the nominal price paid for them, even if the trading price of our Public Shares at such time is substantially less than $10.00;
●our financial performance; or
●the other risks and uncertainties discussed in Item 1A. “Risk Factors” below.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

ii

Unless otherwise stated in this Report, or the context otherwise requires, references to:

●“ASC” are to Accounting Standards Codification guidance issued by the Financial Accounting Standards Board;
●“Audit Committee” are to the audit committee of the Board;
●“BCMA” are to that certain business combination marketing agreement, dated February 4, 2026, by and between us and CF&Co. (as defined below);
●“Board of Directors” or “Board” are to the board of directors of the Company;
●“Business Combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;
●“Cantor” are to Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of ours, the Sponsor (as defined below) and CF&Co. (as defined below);
●“Cantor SPAC” are to other SPACs sponsored by affiliates of Cantor;
●“CF&Co.” are to Cantor Fitzgerald & Co., the representative of the underwriters in the Initial Public Offering (as defined below);
●“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;
●“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;
●“Combination Period” are to the period that we have to consummate the Business Combination, which began on the closing of the Initial Public Offering and continues to February 6, 2028 or such earlier liquidation date as the Board may approve or such later liquidation date as our shareholders may approve;
●“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
●“Compensation Committee” are to the compensation committee of the Board;
●“Continental” are to Continental Stock Transfer & Trust Company, trustee of the Trust Account;

iii

●“DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;
●“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
●“Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;
●“FINRA” are to the Financial Industry Regulatory Authority, Inc.;
●“Founder Shares” are to the 2,875,000 Class B ordinary shares currently held by the Sponsor that were purchased in a private placement prior to the Initial Public Offering, and the Class A ordinary shares issuable upon conversion thereof as described herein;
●“IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;
●“Initial Public Offering” are to the initial public offering of the Class A ordinary shares that we consummated on February 6, 2026;
●“Investment Company Act” are to the Investment Company Act of 1940, as amended;
●“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012, as amended;
●“management” or our “management team” are to our officers;
●“Marketing Fee” are to the $4,325,000 cash fee payable to CF&Co. pursuant to the BCMA upon the consummation of the Business Combination, which is equal to an aggregate of 3.5% of the gross proceeds of the base offering amount of the Initial Public Offering and 5.5% of the gross proceeds of the over-allotment offering amount of the Initial Public Offering;
●“Memorandum and Articles” are to our amended and restated memorandum and articles of association filed with the Assistant Registrar of Companies of the Cayman Islands on February 5, 2026, as may be amended from time to time;
●“Nasdaq” are to the Nasdaq Global Market;
●“Ordinary Shares” are to the Class A ordinary shares and Class B ordinary shares, collectively;
●“PCAOB” are to the Public Company Accounting Oversight Board (United States);
●“Pre-IPO Note” are to the loan made to us by the Sponsor prior to the Initial Public Offering of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering;
●“Private Placement” are to the private placement of the Private Placement Shares that occurred simultaneously with the closing of the Initial Public Offering;
●“Private Placement Shares” are to the 300,000 Class A ordinary shares sold to the Sponsor in the Private Placement, which Class A ordinary shares are identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions as described in the Registration Statement;

iv

●“Public Shares” are to the 11,500,000 Class A ordinary shares sold in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market);
●“Public Shareholders” are to the holders of the Public Shares;
●“Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on January 8, 2026, as amended, and declared effective on February 4, 2026 (File No. 333-292621);
●“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;
●“SEC” are to the U.S. Securities and Exchange Commission;
●“Securities Act” are to the Securities Act of 1933, as amended;
●“SPAC” are to a special purpose acquisition company;
●“Sponsor” are to Cantor EP Holdings VI, LLC, a Delaware limited liability company, which is wholly owned by Cantor;
●“Sponsor Loan” are to the loan of up to $1,750,000 committed to us by the Sponsor to fund our expenses after the Initial Public Offering and prior to the Business Combination relating to investigating and selecting a target business and other working capital requirements;
●“Trust Account” are to the trust account we established in connection with the Initial Public Offering pursuant to the Trust Agreement;
●“Trust Agreement” are to the Investment Management Trust Agreement, dated February 4, 2026, by and between us and Continental, as trustee;
●“U.S. GAAP” are to the accounting principles generally accepted in the United States of America;
●“we,” “us,” “Company” or “our company” are to Cantor Equity Partners VI, Inc.;
●“Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and
●“Working Capital Loans” are to loans the Sponsor or an affiliate of the Sponsor, or certain of our directors and officers, may, but are not obligated to, make to us if the Sponsor Loan is insufficient to meet our working capital requirements in order to provide additional working capital or finance transaction costs in connection with the Business Combination.

v

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