Cantor Equity Partners I Inc-A美股招股说明书(2025-01-07版)

Cantor Equity Partners I, Inc. 20,000,000 Class A Ordinary Shares_________________________ Cantor Equity Partners I, Inc. is a blank check company incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses, which we refer to as our initialbusiness combination. We have not selected any specific business combination target and we have not, nor hasanyone on our behalf, initiated any discussions, directly or indirectly, with any business combination targetregarding an initial business combination with our company. This is an initial public offering of our Class A ordinary shares at an offering price of $10.00 per share.Unlike in the initial public offerings by certain other special purpose acquisition companies, this is not anoffering of units and investors will not receive warrants that would become exercisable following thecompletion of our initial business combination. We have until the date that is 24 months from the closing of this offering or until such earlier liquidationdate as our board of directors may approve, to consummate our initial business combination. If we are unable tocomplete our initial business combination within 24 months from the closing of this offering and we do notseek shareholder approval to amend our amended and restated memorandum and articles of association toextend the date by which we must consummate our initial business combination, or by such earlier liquidationdate as our board of directors may approve, we will redeem 100% of the Class A ordinary shares sold in thisoffering at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,including interest earned thereon (less taxes paid and payable), divided by the number of then issued andoutstanding public shares, subject to applicable law and certain conditions as further described herein. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinaryshares that are sold in this offering, which we refer to collectively as our public shares, upon the completion ofour initial business combination at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account described below as of two business days prior to the consummation of our initialbusiness combination, including interest earned on the funds held in the trust account, less taxes payable(excluding any excise tax), divided by the number of then outstanding public shares, subject to the limitationsand conditions described herein.See “Summary — The Offering — Redemption rights for our publicshareholders upon completion of our initial business combination” on page 24, “Summary — TheOffering — Redemption rights in connection with proposed amendments to our memorandum andarticles of association” on page 28, “Summary — The Offering — Redemption of public shares anddistribution and liquidation if no initial business combination” on page 29 and “Summary — TheOffering — Manner of Conducting Redemptions” on page 25 for more information, including for detailsrelated to limitations and conditions to effecting redemption rights. Our sponsor has also agreed to lend us up to $3,000,000, which we refer to herein as the sponsor note,which sponsor note will be drawn by us in connection with the consummation of our initial businesscombination, an extension of time for us to consummate an initial business combination or our liquidation(each, a “Redemption Event”), such that an amount equal to $0.15 per public share being redeemed inconnection with the applicable Redemption Event will be added to the trust account and paid to the holders ofthe applicable redeemed shares on such Redemption Event. The sponsor note does not bear interest and isconvertible at our sponsor’s option into Class A ordinary shares at a conversion price of $10.00 per share noearlier than 60 days after the date of this offering. Otherwise, the sponsor note will be repaid by us at theclosing of our initial business combination. If we are unable to consummate an initial business combination, the outstanding amounts under the sponsor note would be repaid only out of funds held outside of the trust account.See “Summary — The Offering — Sponsor note” on page 19 for more information about the sponsornote. Table of Contents Notwithstanding the redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct repurchases in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isac