Cantor Equity Partners III Inc-A美股招股说明书(2025-06-26版)

Cantor Equity PartnersIII, Inc.24,000,000Class A Ordinary Shares_________________________ Cantor Equity Partners III, Inc. is a blank check company incorporated as aCayman Islands exempted company for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to as our initial businesscombination. We have not selected any specific business combination target and wehave not, nor has anyone on our behalf, initiated any discussions, directly orindirectly, with any business combination target regarding an initial businesscombination with our company. This is an initial public offering of our ClassA ordinary shares at an offeringprice of $10.00 per share. The underwriters have a 45-day option from the date ofthis prospectus to purchase up to an additional 3,600,000 Class A ordinary shares tocover over-allotments, if any. Unlike in the initial public offerings by certainother special purpose acquisition companies, this is not an offering of units andinvestors will not receive warrants that would become exercisable following thecompletion of our initial business combination. We have until the date that is 24months from the closing of this offering oruntil such earlier liquidation date as our board of directors may approve, toconsummate our initial business combination. If we are unable to complete our initialbusiness combination within 24months from the closing of this offering and we donot seek shareholder approval to amend our amended and restated memorandum andarticles of association to extend the date by which we must consummate our initialbusiness combination, or by such earlier liquidation date as our board of directorsmay approve, we will redeem 100% of the ClassA ordinary shares sold in thisoffering at a per share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account, including interest earned thereon (less taxes paid andpayable), divided by the number of then issued and outstanding public shares, subjectto applicable law and certain conditions as further described herein. We will provide our public shareholders with the opportunity to redeem,regardless of whether they abstain, vote for, or vote against, our initial businesscombination, all or a portion of their ClassA ordinary shares that are sold in thisoffering, 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 theaggregate amount then on deposit in the trust account described below as oftwobusiness days prior to the consummation of our initial business 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 limitations and conditions described herein.See“Summary—TheOffering—Redemption rights for our public shareholders upon completionofour initial business combination”on page 24,“Summary—The Offering—Redemption rights in connection with proposed amendments to ourmemorandumand articles of association”on page 28,“Summary—TheOffering—Redemption of public shares and distribution and liquidation ifnoinitial business combination”on page 29 and“Summary—The Offering—Manner of Conducting Redemptions”on page 25 for more information,includingfor details related to limitations and conditions to effectingredemptionrights. Our sponsor has also agreed to lend us up to $4,140,000, which we refer to hereinas the sponsor note, which sponsor note will be drawn by us in connection with theconsummation of our initial business combination, an extension of time for us toconsummate an initial business combination or our liquidation (each, a “RedemptionEvent”), 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 accountand paid to the holders of the applicable redeemed shares on such Redemption Event.The sponsor note does not bear interest and is repayable by us to the sponsor uponconsummation of an initial business combination; provided that, at any time beginning60 days after the date of this offering, at our sponsor’s option, all of any portion of the amount outstanding under the sponsor note may be converted into Class Aordinary shares at a conversion price of $10.00 per share. If we are unable toconsummate an Table of Contents initial business combination, the sponsor note would be repaid only out of funds heldoutside of the trust account. Our sponsor has waived any claims against the trustaccount in connection with the sponsor note.See“Summary—The Offering—Sponsornote”on page 20 for more information about the sponsor note. Notwithstanding the redemption rights, if we seek shareholder approval of ourinitial business combination and we do not conduct repurchases in connection with our