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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-14 · 134 added, 141 removed, 124 unchanged (69% of the section changed)

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References to the “Company,” “our,”

“us” or “we” refer to Cantor Equity Partners IV, Inc.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the

notes thereto contained elsewhere in this Report (as defined below).

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

“us” or “we” refer to Cantor Equity Partners IV, Inc., a Cayman Islands exempted company.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

financial statements and the notes thereto in Part I, Item 1 of this Report (as defined below).

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”)

includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on

our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks,

uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially

different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“continue,” or the negative of such terms or other similar expressions.

Such statements include, but are not limited to, possible

business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical

fact included in this Form 10-Q.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described

in our other Securities and Exchange Commission (“SEC”) filings.

This Quarterly Report on Form 10-Q for the

quarterly period ended June 30, 2026 (this “Report”) includes forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that

may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels

of activity, performance or achievements expressed or implied by such forward-looking statements.

When used in this Report, words such

as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, identify

forward-looking statements.

Such statements include, but are not limited to, possible business combinations and the financing thereof,

and related matters, as well as all other statements other than statements of historical fact included in this Report.

Factors that might

cause or contribute to such a discrepancy include, but are not limited to, those described in our other United States Securities and Exchange

Commission (“SEC”) filings.

We are a blank check company incorporated in the

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Secured”), an affiliate of the Sponsor.

The Trust Account may be invested only in U.S.

The Trust Account may be (a) invested only in U.S.

government securities, within the meaning

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of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions

of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand

deposit accounts) at a bank as determined by us, until the earlier of:

(i) the completion of the Business Combination or (ii) the distribution

of the Trust Account, as described below.

of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (b) held as uninvested cash, or (c) held in

a non-interest or interest bearing demand deposit account at a U.S.

chartered commercial bank, until the earlier of:

(i) the completion

of the Business Combination or (ii) the distribution of the Trust Account, as described below.

We have until August 22, 2027 (24 months from

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If we are unable to complete the Business Combination by the end of the Combination

Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not

more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us

to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,

liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the

requirements of other applicable law.

On January 24, 2024, the SEC adopted the

new rules and regulations for special purpose acquisition companies (“SPACs”), which became effective on July 1, 2024

(the “2024 SPAC Rules”).

The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC

business combination transactions;

(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors

and their affiliates in both SPAC initial public offerings and business combination transactions;

(iii) additional disclosures regarding

projections included in SEC filings in connection with proposed business combination transactions;

and (iv) the requirement that

both the SPAC and its target company be co-registrants for business combination registration statements.

In addition, the SEC’s

adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company

Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance

of such goals.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete the Business Combination and may increase

the costs and time related thereto.

Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but

not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released

to us to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish holders of the

Public Shares’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable

law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for

claims of creditors and the requirements of other applicable law.

In March 2024, the SEC adopted final rules relating

to The Enhancement and Standardization of Climate-Related Disclosures for Investors , that would require registrants to provide

climate-related disclosures in registration statements and certain periodic reports.

The final rules set forth requirements for disclosure

of material climate-related risks, mitigation activities, targets and goals, and governance.

The rules also require disclosure of certain

greenhouse gas emissions metrics and attestation of emissions disclosures.

Subsequent to the issuance of the final rules, in April 2024,

the SEC has released an order staying the final rules pending judicial review of all of the petitions challenging the rules and in March

2025, the SEC voted to end its defense of the rules.

We are continuing to monitor the developments pertaining to the rules.

these reporting requirements are implemented following the completion of judicial review, they may significantly increase the complexity

of our periodic reporting as a U.S.

climate-related disclosures in registration statements and certain periodic reports (the “2024 Climate Rules”).

The 2024 Climate

Rules set forth requirements for disclosure of material climate-related risks, mitigation activities, targets and goals, and governance.

The 2024 Climate Rules also require disclosure of certain greenhouse gas emissions metrics and attestation of emissions disclosures.

to the issuance of the 2024 Climate Rules, in April 2024, the SEC released an order staying the 2024 Climate Rules pending judicial review

of all of the petitions challenging the 2024 Climate Rules and in March 2025, the SEC voted to end its defense of the 2024 Climate Rules.

In May 2026, the SEC issued a proposal for stakeholder comment to fully rescind the 2024 Climate Rules.

We are continuing to monitor the

developments pertaining to the 2024 Climate Rules.

However, if these reporting requirements are implemented, they may significantly increase

the complexity of our periodic reporting as a U.S.

public company.

Liquidity and Capital Resources

As of both March 31, 2026 and December 31, 2025,

As of both June 30, 2026 and December 31, 2025,

we had $25,000 of cash in our operating account.

As of March 31, 2026 and December 31, 2025, we had a working capital deficit of approximately

As of June 30, 2026 and December 31, 2025, we had a working capital deficit of approximately

$188,000 and working capital of approximately $60,000, respectively.

As of March 31, 2026 and December 31, 2025, approximately $10,563,000

As of June 30, 2026 and December 31, 2025, approximately $14,774,000

and approximately $6,711,000, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

Our liquidity needs through March 31, 2026 have

been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Class B ordinary shares, a loan

of approximately $189,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation

of the Private Placement with the Sponsor not held in the Trust Account and the Sponsor Loan (as defined below).

We fully repaid the Pre-IPO

Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with a Business

Combination, the Sponsor has committed to loan us up to $1,750,000 to fund our expenses relating to investigating and selecting a target

business and other working capital requirements (the “Sponsor Loan”), of which approximately $184,000 and approximately $31,000

has been drawn by us as of March 31, 2026 and December 31, 2025, respectively.

Our liquidity needs through June 30, 2026 have

been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Class B ordinary shares, par value

$0.0001 per share (“Class B ordinary shares”), a loan of approximately $189,000 from the Sponsor pursuant to a promissory

note (the “Pre-IPO Note”), the proceeds from the consummation of the Private Placement with the Sponsor not held in the Trust

Account and the Sponsor Loan (as defined below).

We fully repaid the Pre-IPO Note upon completion of the Initial Public Offering.

in order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to loan us up to $1,750,000

to fund our expenses relating to investigating and selecting a target business and other working capital requirements (the “Sponsor

Loan”), of which approximately $300,000 and approximately $31,000 has been drawn by us as of June 30, 2026 and December 31, 2025,

respectively.

If the Sponsor Loan is insufficient, the Sponsor

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Capital Loans”).

As of both March 31, 2026 and December 31, 2025, we did not have any borrowings under the Working Capital Loans.

As of both June 30, 2026 and December 31, 2025, we did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that

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Results of Operations

Our entire activity from inception through March

Our entire activity from inception through June

30, 2026 related to our formation, the Initial Public Offering and to our efforts toward locating and completing a suitable Business Combination.

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accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2026, we

had net income of approximately $4,135,000, which consisted of approximately $4,273,000 of interest income on investments held in the

Trust Account, partially offset by approximately $108,000 of general and administrative expenses, and $30,000 of administrative expenses

incurred pursuant to the administrative services agreement with the Sponsor.

For the three months ended March 31, 2025, we

had a net loss of approximately $27,000, which resulted from approximately $27,000 of general and administrative expenses.

For the three months ended June 30, 2026, we had

net income of approximately $3,920,000, which consisted of approximately $4,094,000 of interest income on investments held in the Trust

Account, partially offset by approximately $144,000 of general and administrative expenses and $30,000 of administrative expenses incurred

pursuant to the administrative services agreement with the Sponsor.

For the three months ended June 30, 2025, we had

a net loss of approximately $15,000, which consisted of approximately $15,000 of general and administrative expenses.

For the six months ended June 30, 2026, we had

net income of approximately $8,055,000, which consisted of approximately $8,368,000 of interest income on investments held in the Trust

Account, partially offset by approximately $253,000 of general and administrative expenses and $60,000 of administrative expenses incurred

pursuant to the administrative services agreement with the Sponsor.

For the six months ended June 30, 2025, we had

a net loss of approximately $43,000, which consisted of approximately $43,000 of general and administrative expenses.

Factors That May Adversely Affect Our Results of Operations

and Ability to Complete the Business Combination

Our results of operations and our ability to complete

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We engaged Cantor Fitzgerald & Co.

an affiliate of the Sponsor, pursuant to the business combination marketing agreement as an advisor in connection with the Business Combination

to assist us in holding meetings with our shareholders to discuss the potential Business Combination and the target business’ attributes,

introduce us to potential investors that are interested in purchasing our securities and assist us with our press releases and public

filings in connection with the Business Combination.

an affiliate of the Sponsor, pursuant to the business combination marketing agreement, dated August 20, 2025, as an advisor in connection

with the Business Combination to assist us in holding meetings with our shareholders to discuss the potential Business Combination and

the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities and assist

us with our press releases and public filings in connection with the Business Combination.

We will pay CF&Co.

a cash fee of $16,750,000 for such services upon the consummation

of the Business Combination.

a cash fee of $16,750,000

for such services upon the consummation of the Business Combination.

Related Party Loans

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to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space,

administrative and shared personnel support services that will be paid to the Sponsor.

The Sponsor Loan does not bear interest and is

repayable by us to the Sponsor upon consummation of the Business Combination;

provided that, at any time beginning 60 days after the date

of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may

be converted into Class A ordinary shares at a conversion price of $10.00 per share.

Otherwise, the Sponsor Loan would be repaid only

out of funds held outside the Trust Account.

administrative and shared personnel support services that will be paid to the Sponsor, pursuant to the administrative services agreement,

dated August 20, 2025.

The Sponsor Loan does not bear interest and is repayable by us to the Sponsor upon consummation of the Business

provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option,

all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion price

of $10.00 per share.

Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account.

If the Sponsor Loan is insufficient, the Sponsor

or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

As of March 31, 2026 and December 31, 2025, we

or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital

As of June 30, 2026 and December 31, 2025, we

had approximately $300,000 and approximately $31,000, respectively, outstanding under the Sponsor Loan.

As of both March 31, 2026 and

December 31, 2025, we had no borrowings under the Working Capital Loans.

As of both June 30, 2026 and December

31, 2025, we had no borrowings under the Working Capital Loans.

The Sponsor pays expenses on our behalf and we

reimburse the Sponsor for such expenses paid on our behalf.

As of June 30, 2026 and December 31, 2025, we had $12,000 and $0, respectively,

as payable outstanding to the Sponsor for such expenses paid on our behalf.

See Note 4—“Related Party Transactions”

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Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised

financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities

Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the

Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can

elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any

such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our unaudited

condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company

that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting

standard used.

Section 102(b)(1) of the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new

or revised financial accounting standards until private companies (that is, those that do not have an effective registration

statement under the Securities Act or a class of securities registered under the Exchange Act) are required to comply with the new

or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has

different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised

standard at the time private companies adopt the new or revised standard.

This may make comparison of our unaudited condensed

financial statements in Part I, Item 1 of this Report with another public company, which is neither an emerging growth company nor

an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the

potential differences in accounting standard used.

Class A Ordinary Shares Subject to Possible Redemption

We account for the Class A ordinary shares subject

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing

Liabilities from Equity .

Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments

and measured at fair value.

Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within our control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’

All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the

occurrence of uncertain future events.

Accordingly, as of both March 31, 2026 and December 31, 2025, 45,000,000 Class A ordinary shares

subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of our balance sheets.

We recognize any subsequent changes in redemption value immediately as they occur and adjust the carrying value of redeemable Class A

ordinary shares to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering,

we recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares.

This method would

view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable

Class A ordinary shares also resulted in charges against Additional paid-in capital and Retained earnings (Accumulated deficit).

to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s Accounting Standards Codification

(“ASC”) 480, Distinguishing Liabilities from Equity .

Class A ordinary shares subject to mandatory redemption (if any)

are classified as liability instruments and measured at fair value.

Shares of conditionally redeemable Class A ordinary shares (including

Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon

the occurrence of uncertain events not solely within our control) are classified as temporary equity.

At all other times, Class A ordinary

shares are classified as shareholders’ equity (deficit).

All of the Public Shares feature certain redemption rights that are considered

to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, as of both June 30, 2026 and December

31, 2025, 45,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’

equity (deficit) section of our balance sheets.

We recognize any subsequent changes in redemption value immediately as they occur and

adjust the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period.

upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value of redeemable

Class A ordinary shares.

This method would view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and

Accumulated deficit.

Net Income (Loss) Per Ordinary Share

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Accretion associated with the redeemable Class A ordinary shares is excluded from earnings

per share as the redemption value approximates fair value.

per share as the redemption value is not in excess of the fair value.

See Note 2—“Summary of Significant

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regarding these critical accounting policies and other significant accounting policies.

Off-Balance Sheet Arrangements and Contractual Obligations

As of March 31, 2026, we did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

Quantitative and Qualitative Disclosures

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis