Cantor Equity Partners II, Inc. (CEPT) is a blank-check SPAC incorporated in the Cayman Islands that consummated its IPO on May 5, 2025, raising $240M gross at $10.00/share (24M public shares). Substantially all assets reside in a Trust Account invested in U.S. government treasury bills, currently valued at $248.75M fair value as of March 31, 2026. Under a liquidation lens, the Trust Account is the near-sole recoverable asset and receives a 100% haircut-pass as it is direct U.S. government paper held in custody. The recovery posture for non-trust equity holders (founder shares, private placement shares) is deeply negative: permanent equity shows a stockholders' deficit of $9.49M, working capital deficit of approximately $2.92M (up from $1.47M at December 31, 2025), and $25K of unrestricted operating cash. Total liabilities stand at $6.13M against non-trust tangible assets of approximately $246K (cash + prepaid + other current + other non-current), yielding a material net liability position outside the trust perimeter. The two dominant liabilities are accrued expenses of $2.55M and the forward sale securities liability (PIPE subscription agreements classified as Level 3 derivative under ASC 815-40) of $2.98M at quarter-end, down from $4.61M at December 31, 2025. The forward sale liability improvement ($1.63M favorable mark) is driven by a reduction in the business combination probability assumption from 12.8% to 10.6%, a Level 3 unobservable input — not a cash settlement. Material contingent liabilities not on-balance-sheet include a $8.4M deferred marketing fee payable to CF&Co. upon business combination consummation and up to $4.3M each to CF&Co. and Citi under the PIPE engagement letter, neither of which is XBRL-tagged or accrued on the balance sheet; these are disclosed only in MD&A/footnotes. The Sponsor Loan outstanding grew from $397K to $605K during Q1 2026, drawing toward the $1.75M facility cap. A Sponsor Note facility of up to $3.6M remains undrawn. Mandatory liquidation deadline is May 5, 2027. The going-concern qualification is explicitly acknowledged. The MFFAIS CLV/LLV/OLV of negative $3.12M reflects the non-trust liability excess but understates total obligation exposure when contingent deal fees are included.
▼ Community Notes