Cantor Equity Partners VI (CEPS) completes $115M SPAC IPO and trust funding
Rhea-AI Filing Summary
Cantor Equity Partners VI, Inc. completed its initial public offering of 11,500,000 Class A ordinary shares at $10.00 per share, raising gross proceeds of $115,000,000. This total includes 1,500,000 shares sold through the full exercise of the underwriters’ over-allotment option.
At the IPO closing, the sponsor also bought 300,000 private placement Class A shares at $10.00 per share for an additional $3,000,000. A total of $115,000,000 of net proceeds from the IPO and private placement was deposited into a U.S. trust account to fund a future business combination, which must occur within 24 months of the IPO closing or the public shares will be redeemed.
In connection with going public, the company adopted amended and restated Cayman Islands governing documents and entered into key agreements with its sponsor, underwriters, and trustee covering underwriting, marketing, registration rights, expense advances, administrative services and the investment management trust.
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Insights
CEPS raised $115M in a SPAC IPO and locked proceeds in trust for a future deal.
Cantor Equity Partners VI, Inc. completed a SPAC-style IPO of 11,500,000 Class A shares at $10.00, including the full 1,500,000 share over-allotment, for gross proceeds of $115,000,000. The sponsor simultaneously purchased 300,000 private placement shares at $10.00, adding $3,000,000 of aligned capital.
A total of $115,000,000 of net proceeds from the IPO and private placement was placed into a trust account at J.P. Morgan, with Continental Stock Transfer & Trust as trustee. These funds can be used only for the initial business combination or redemptions, apart from limited tax-related withdrawals, which is typical for blank check companies.
The company has up to 24 months from the IPO closing to complete its first business combination before being required to redeem public shares, unless shareholders or the board approve a different liquidation date. During this period, agreements such as the underwriting, marketing, trust, administrative services, and registration rights arrangements will govern how CEPS searches for and executes a merger across target industries like financial services, digital assets, healthcare, real estate services, technology, and software.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 6, 2026 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (
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 | ||
| The |
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 1.01. Entry into a Material Definitive Agreement.
On February 6, 2026, Cantor Equity Partners VI, Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 11,500,000 Class A ordinary shares, par value of $0.0001 per share (“Class A Ordinary Shares” and such shares sold in the IPO, the “Public Shares”), including 1,500,000 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 share, generating gross proceeds to the Company of $115,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-292621) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 8, 2026 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated February 4, 2026, by and among the Company, Cantor Fitzgerald & Co. (“CF&Co.”), as representative of the several underwriters, and the qualified independent underwriter named therein, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Business Combination Marketing Agreement, dated February 4, 2026, by and between the Company and CF&Co., a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated February 4, 2026, by and among the Company, its officers, its directors and Cantor EP Holdings VI, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated February 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated February 4, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | An Expense Advance Agreement, dated February 4, 2026, by and between the Company and the Sponsor (the “Expense Advance Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Private Placement Shares Purchase Agreement, dated February 4, 2026, by and between the Company and the Sponsor (the “Private Placement Shares Purchase Agreement”), a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | A Promissory Note, dated February 4, 2026, issued to the Sponsor at the closing of the IPO pursuant to the Expense Advance Agreement in connection with working capital loans to be made by the Sponsor to the Company, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated February 4, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale to the Sponsor of 300,000 Class A Ordinary Shares (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Public Shares, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 5, 2026, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) with the Assistant Registrar of Companies of the Cayman Islands, effective the same day. The terms of the Memorandum and Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Memorandum and Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $115,000,000, comprised of the net proceeds from the IPO and the sale of the Private Placement Shares, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (other than excise taxes), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Public Shares properly submitted in connection with a shareholder vote to amend the Memorandum and Articles (a) to modify the substance or timing of the Company’s obligation to allow redemptions as described in the Registration Statement or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of the Public Shares if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, or by such earlier or later liquidation date as the board of directors or shareholders may approve, respectively, subject to applicable law.
On February 4, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 6, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated February 4, 2026, by and among the Company, CF&Co., as representative of the several underwriters, and the qualified independent underwriter named therein. | |
| 1.2 | Business Combination Marketing Agreement, dated February 4, 2026, by and between the Company and CF&Co. | |
| 3.1 | Amended and Restated Memorandum and Articles of Association. | |
| 10.1 | Letter Agreement, dated February 4, 2026, by and among the Company, its officers, its directors and the Sponsor. | |
| 10.2 | Investment Management Trust Agreement, dated February 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. | |
| 10.3 | Registration Rights Agreement, dated February 4, 2026, by and between the Company and the Sponsor. | |
| 10.4 | Expense Advance Agreement, dated February 4, 2026, by and between the Company and the Sponsor. | |
| 10.5 | Private Placement Shares Purchase Agreement, dated February 4, 2026, by and between the Company and the Sponsor. | |
| 10.6 | Promissory Note, dated February 4, 2026, issued to the Sponsor pursuant to the Expense Advance Agreement. | |
| 10.7 | Administrative Services Agreement, dated February 4, 2026, by and between the Company and the Sponsor. | |
| 99.1 | Press Release, dated February 4, 2026. | |
| 99.2 | Press Release, dated February 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Dated: February 6, 2026
| CANTOR EQUITY PARTNERS VI, INC. | ||
| By: | /s/ Brandon G. Lutnick | |
| Name: | Brandon G. Lutnick | |
| Title: | Chief Executive Officer | |
[Signature Page to Form 8-K of Cantor Equity Partners VI, Inc. – Initial Public Offering]
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Exhibit 99.1
Cantor Equity Partners VI, Inc. Announces Pricing of $100 Million Initial Public Offering
New York, NY – February 4, 2026 – Cantor Equity Partners VI, Inc. (Nasdaq: CEPS) (the “Company”) announced today the pricing of its initial public offering of 10,000,000 Class A ordinary shares at $10.00 per share. The shares are expected to be listed on the Nasdaq Global Market under the symbol “CEPS” and begin trading on February 5, 2026. The underwriters have been granted a 45-day option to purchase up to an additional 1,500,000 shares offered by the Company to cover over-allotments, if any.
The offering is expected to close on February 6, 2026, subject to customary closing conditions.
Cantor Fitzgerald & Co. is acting as the sole book-running manager for the offering.
About Cantor Equity Partners VI, Inc.
Cantor Equity Partners VI, Inc. is a blank check company sponsored by Cantor Fitzgerald and led by Chairman and Chief Executive Officer Brandon G. Lutnick. Cantor Equity Partners VI, Inc. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but the Company intends to focus on a target in an industry where it believes the Company’s management teams’ and affiliates’ expertise will provide the Company with a competitive advantage, including the financial services, digital assets, healthcare, real estate services, technology and software industries.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on January 30, 2026. The offering is being made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor New York, New York 10022; Email: prospectus@cantor.com. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the successful consummation of the Company’s initial public offering and use of the net proceeds of the offering as described in the offering prospectus, are subject to risks and uncertainties including those set forth in the Risk Factors section of the Company’s registration statement for the offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
MEDIA CONTACT
Danielle Popper
Danielle.popper@cantor.com
+1 212-938-5000
Exhibit 99.2
Cantor Equity Partners VI, Inc. Announces Closing of $115 Million Initial Public Offering
New York, NY – February 6, 2026 – Cantor Equity Partners VI, Inc. (Nasdaq: CEPS) (the “Company”) announced today that it closed its initial public offering of 11,500,000 Class A ordinary shares at $10.00 per share, including 1,500,000 shares pursuant to the full exercise of the underwriter’s over-allotment option. The shares began trading on the Nasdaq Global Market under the symbol “CEPS” on February 5, 2026.
Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of shares, $115,000,000 was placed into the Company’s trust account. An audited balance sheet of the Company as of February 6, 2026, reflecting receipt of the proceeds from the consummation of the initial public offering and such private placement, will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”).
Cantor Fitzgerald & Co. acted as the sole book-running manager for the offering.
About Cantor Equity Partners VI, Inc.
Cantor Equity Partners VI, Inc. is a blank check company sponsored by Cantor Fitzgerald and led by Chairman and Chief Executive Officer Brandon G. Lutnick. Cantor Equity Partners VI, Inc. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but the Company intends to focus on a target in an industry where it believes the Company’s management teams’ and affiliates’ expertise will provide the Company with a competitive advantage, including the financial services, digital assets, healthcare, real estate services, technology and software industries.
A registration statement relating to these securities was declared effective by the SEC on January 30, 2026. The offering has been made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor New York, New York 10022; Email: prospectus@cantor.com. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the anticipated use of the net proceeds of the offering as described in the offering prospectus, are subject to risks and uncertainties, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
CONTACTS
Media
Danielle Popper
Danielle.popper@cantor.com
+1 212-938-5000
FAQ
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How are Cantor Equity Partners VI (CEPS) IPO proceeds held and protected?
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Filing Exhibits & Attachments
17 documentsPress Releases
Agreements & Contracts
- EX-10.1 LETTER AGREEMENT, DATED FEBRUARY 4, 2026, BY AND AMONG THE COMPANY, ITS OFFICERS 41.7 KB
- EX-10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED FEBRUARY 4, 2026, BY AND BETWEEN TH 94.7 KB
- EX-10.3 REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 4, 2026, BY AND BETWEEN THE COMPAN 103.0 KB
- EX-10.4 EXPENSE ADVANCE AGREEMENT, DATED FEBRUARY 4, 2026, BY AND BETWEEN THE COMPANY AN 46.2 KB
- EX-10.5 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, DATED FEBRUARY 4, 2026, BY AND BETW 52.7 KB
- EX-10.6 PROMISSORY NOTE, DATED FEBRUARY 4, 2026, ISSUED TO THE SPONSOR PURSUANT TO THE E 26.2 KB
- EX-10.7 ADMINISTRATIVE SERVICES AGREEMENT, DATED FEBRUARY 4, 2026, BY AND BETWEEN THE CO 12.9 KB
Other Documents
- EX-1.1 UNDERWRITING AGREEMENT, DATED FEBRUARY 4, 2026, BY AND AMONG THE COMPANY, CF&CO. 240.8 KB
- EX-1.2 BUSINESS COMBINATION MARKETING AGREEMENT, DATED FEBRUARY 4, 2026, BY AND BETWEEN 41.4 KB
- EX-3.1 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 278.2 KB
- EX-101 XBRL SCHEMA FILE 2.9 KB
- EX-101 XBRL LABEL FILE 33.4 KB
- EX-101 XBRL PRESENTATION FILE 21.8 KB
