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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 3, 2025 (June 27, 2025)
CANTOR EQUITY PARTNERS III, INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42716 |
|
98-1576549 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
110 East 59th Street
New York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 938-5000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 share |
|
CAEP |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 8.01. Other Events.
On June 27, 2025, Cantor Equity Partners III,
Inc. (the “Company”) consummated its initial public offering (“IPO”) of 27,600,000 Class A ordinary shares,
par value $0.0001 per share (“Class A ordinary share” and such shares sold in the IPO, the “Public Shares”), including
3,600,000 Class A ordinary shares issued pursuant to the full exercise by the underwriters of their over-allotment option. The Public
Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $276,000,000.
Simultaneously with the closing of the IPO, pursuant
to a private placement shares purchase agreement with Cantor EP Holdings III, LLC (the “Sponsor”), the Company completed the
private sale (the “Private Placement”) of 580,000 Class A ordinary shares (the “Private Placement Shares”) to
the Sponsor at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $5,800,000.
A total of $276,000,000, or $10.00 per Public
Share, comprised of the net proceeds from the IPO and the Private Placement, was placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of June 27, 2025 reflecting
the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Audited Balance Sheet as of June 27, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CANTOR EQUITY PARTNERS III, INC. |
| |
|
| |
By: |
/s/ Jane Novak |
| |
Name: |
Jane Novak |
| |
Title: |
Chief Financial Officer |
Dated:
July 3, 2025
