SCHEDULE: Cantor Entities Disclose 21.4% Stake in Cantor Equity Partners V

Cantor EP Holdings V, Cantor Fitzgerald, CF Group Management, and Brandon G. Lutnick jointly report beneficial ownership of 21.4% of Cantor Equity Partners V, Inc. Class A Ordinary Shares.

Summary

• Reporting Persons (Cantor EP Holdings V, LLC, Cantor Fitzgerald, L.P., CF Group Management, Inc., and Brandon G. Lutnick) collectively beneficially own 6,790,000 Ordinary Shares of Cantor Equity Partners V, Inc.
• This ownership represents 21.4% of the Issuer's total issued and outstanding Ordinary Shares as of November 5, 2025.
• The shares consist of 540,000 Class A Ordinary Shares and 6,250,000 Class B Ordinary Shares, with Class B shares convertible to Class A on a one-for-one basis.
• The aggregate purchase price for these shares was $5,425,000, funded by Cantor Fitzgerald, L.P.'s working capital.
• The Sponsor has committed up to $1,750,000 to fund the Issuer's expenses for investigating and selecting a target business and other working capital requirements prior to an initial business combination.
• The Issuer is a blank check company (SPAC) formed to effect a business combination.
• The Sponsor has agreed to vote its shares in favor of any proposed initial business combination and not to redeem its shares in connection with such a vote.

Sentiment

Score: 6

Explanation: The filing is a routine beneficial ownership disclosure for a SPAC post-IPO, indicating standard sponsor involvement and financial commitments. The negative sentiment is primarily due to the disclosure of a prior SEC settlement involving a related entity, which introduces a historical compliance concern, though it is not directly about the Issuer's current performance.

Positives

• Significant insider ownership (21.4%) by the sponsor group aligns their interests with public shareholders for a successful business combination.
• The Sponsor's commitment of up to $1,750,000 for transaction costs and working capital demonstrates financial support for the Issuer's operations.
• The Sponsor's agreement to vote in favor of a business combination and not redeem its shares provides stability for the SPAC's future.

Negatives

• Cantor Fitzgerald, L.P. previously settled with the SEC for $6.75 million due to false and misleading statements in prior SPAC filings, raising concerns about past compliance.
• The Class B Ordinary Shares and Placement Shares held by the Sponsor will not participate in any liquidating distribution if an initial business combination is not consummated, indicating a potential loss for the Sponsor if the SPAC fails.
• The promissory note for $1,750,000 is only repayable from funds held outside the Trust Account if an initial business combination is not consummated, posing a risk to the Sponsor's investment in that scenario.

Risks

• The Issuer is a blank check company, meaning its success depends entirely on identifying and consummating an initial business combination.
• The Sponsor's shares are subject to lock-up restrictions, limiting liquidity for a period after the business combination.
• The Sponsor's indemnification agreement for claims against the Trust Account has exceptions, meaning some claims could still reduce the amount of funds in the Trust Account if waivers are not obtained.
• The prior SEC settlement involving Cantor Fitzgerald, L.P. for misleading SPAC filings highlights regulatory scrutiny and potential reputational risk for affiliated entities.

Future Outlook

The Reporting Persons intend to hold their shares for investment purposes and may make further acquisitions or dispositions. The Issuer, as a blank check company, aims to complete an initial business combination, with the Sponsor committed to supporting this goal through voting agreements and financial advances for transaction costs and working capital.

Management Comments

• Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Class A ordinary shares, $0.0001 par value, of Cantor Equity Partners V, Inc., as of November 10, 2025, relating to such beneficial ownership, being filed on behalf of each of them.
• Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate.
• The Ordinary Shares owned by the Sponsor have been acquired for investment purposes.
• The Sponsor, Cantor, CFGM and Mr. Lutnick may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares owned by the Sponsor at any time depending on an ongoing evaluation of the investment in such Ordinary Shares, prevailing market conditions, other investment opportunities and other factors.

Industry Context

This filing is typical for a Special Purpose Acquisition Company (SPAC) following its Initial Public Offering (IPO), where the sponsor and its affiliates disclose their initial beneficial ownership. The significant stake held by Cantor-related entities, including Brandon G. Lutnick, is common in SPAC structures, aligning sponsor interests with the search for a target business. The prior SEC settlement involving Cantor Fitzgerald highlights the increased regulatory scrutiny on SPAC disclosures, a broader industry trend aimed at enhancing investor protection.

Comparison to Industry Standards

• The 21.4% beneficial ownership by the sponsor group is a substantial stake, common for SPAC sponsors who typically receive founder shares at a nominal cost, aligning their incentives with the success of the business combination.
• The commitment of $1,750,000 for working capital and transaction expenses is standard practice for SPAC sponsors to cover initial operational costs before a de-SPAC transaction.
• The lock-up provisions on sponsor shares are typical for SPACs, designed to prevent immediate dilution or market overhang post-business combination.
• The prior SEC settlement against Cantor Fitzgerald for misleading SPAC filings, while specific to Cantor, reflects a broader industry trend of increased regulatory enforcement and scrutiny on SPAC disclosures, as seen in actions against other SPACs and their sponsors for similar issues.

Corporate Governance

Legal Proceedings

• On December 12, 2024, Cantor Fitzgerald, L.P. (an affiliate of the Sponsor) settled with the SEC, without admitting or denying findings, to resolve charges that two SPACs it controlled included false and misleading statements about prior interactions with target businesses in their 2020 and 2021 SEC filings. Cantor agreed to cease and desist from future violations and pay a $6.75 million penalty.

Related Party Transactions

• Cantor EP Holdings V, LLC (Sponsor) purchased 540,000 Class A Ordinary Shares from the Issuer at $10.00 per share.
• The Sponsor committed to provide up to $1,750,000 to the Issuer for expenses and working capital, formalized by an expense advance agreement and an interest-free promissory note.
• Cantor Fitzgerald, L.P. is the sole member of the Sponsor.
• CF Group Management, Inc. is the managing general partner of Cantor Fitzgerald, L.P.
• Brandon G. Lutnick is Chairman and Chief Executive Officer of the Sponsor, Cantor, and CFGM, and controls CFGM's voting shares.

Stakeholder Impact

• Shareholders: The significant beneficial ownership by the sponsor group (21.4%) aligns their interests with public shareholders for a successful business combination. The sponsor's agreements regarding voting and non-redemption provide stability for the SPAC's path to a de-SPAC transaction. The indemnification agreement offers some protection for the Trust Account, benefiting public shareholders.
• Management/Employees: The filing details the roles of Brandon G. Lutnick and the management structure of the related entities, indicating continuity in leadership for the sponsor group.
• Creditors/Vendors: The Sponsor's commitment to indemnify the Issuer against certain claims by vendors or target businesses (with exceptions) helps protect the Trust Account, which is primarily for public shareholders.

Next Steps

• The Issuer will continue to investigate and select a target business for its initial business combination.
• The Sponsor may make further acquisitions or dispose of Ordinary Shares, subject to lock-up restrictions.
• The promissory note from the Sponsor will be payable upon the Issuer's initial business combination or convertible into Class A Ordinary Shares.

Key Dates

Recommendation

This Schedule 13D filing is a standard disclosure for a SPAC sponsor group following an IPO, detailing their beneficial ownership and contractual obligations. It does not present new information that would fundamentally alter the investment thesis for Cantor Equity Partners V, Inc. The significant insider ownership and commitment to funding operations are typical for SPACs and generally viewed as positive for alignment. However, the disclosed SEC settlement involving Cantor Fitzgerald, L.P. for prior SPAC-related issues introduces a historical compliance concern, though it pertains to a related entity and not directly to the Issuer's current operations. Given the nature of a SPAC, the primary investment decision revolves around the eventual business combination, which is not yet identified. Therefore, a 'hold' recommendation is appropriate as investors await further developments regarding a potential target.

Keywords

Cantor Equity Partners V, Schedule 13D, Beneficial Ownership, SPAC, Blank Check Company, Cantor Fitzgerald, Brandon Lutnick, Private Placement, IPO, Trust Account, Corporate Governance, SEC Filing, Investment, Financial Services