Cantor Equity Partners IV Inc-A美股招股说明书(2025-08-21版)

Cantor Equity PartnersIV, Inc.40,000,000Class A Ordinary Shares_________________________ Cantor Equity Partners IV, Inc. is a blank check company incorporated as a CaymanIslands exempted company for the purpose of effecting a merger, share exchange, assetacquisition, share purchase, reorganization or similar business combination with oneor more businesses, which we refer to as our initial business combination. We havenot selected any specific business combination target and we have not, nor has anyoneon our behalf, initiated any discussions, directly or indirectly, with any businesscombination target regarding an initial business combination 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 6,000,000 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 24 for more information,includingfor details related to limitations and conditions to effectingredemptionrights. Notwithstanding the redemption rights, if we seek shareholder approval of ourinitial business combination and we do not conduct repurchases in connection with ourinitial business combination pursuant to the tender offer rules, our amended andrestated memorandum and articles of association provide that a public shareholder,together with any affiliate of such shareholder or any other person with whom suchshareholder is acting in concert or as a “group” (as defined under Section 13 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)), will berestricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including allshares held by those shareholders that hold more than 15% of the shares sold in thisoffering) for or against our initial business combination.See“Summary—The Table of Contents Offering—Limitation on redemption rights of shareholders holding morethan15%ofthe shares sold in this offeringifwe hold a shareholdervote”on page 27 for further discussion on certain limitations onredemptionrights. Our sponsor, Cantor EP HoldingsIV, LLC, has agreed to purchase900,000Class A ordinary shares at a price of $10.00 per share ($9,000,000 in theaggregate) in a private placement that will close simultaneously with the closing ofthis offering. These ClassA ordinary shares a