CAEP enters forward purchase agreement for up to 5M shares; lock-up waiver for 1.5M Class B shares

Cantor Equity Partners III, Inc.

Forward purchase agreement with Harraden Circle entities: seller to buy up to 5,000,000 Class A shares, prepaid from trust at redemption price.
Prepayment amount equals number of shares times redemption price; seller waives redemption rights during term.
Seller may sell recycled shares post-close; if sale price >$15, Counterparty receives excess; minimum sale price $10.
Maturity is 6 months after business combination closing; Counterparty may extend twice by 3 months each.
Lock-up waiver for up to 1.5M Class B shares held by Cantor EP Holdings III to meet Nasdaq listing requirements.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cantor Equity Partners III, Inc. entered into Forward Purchase Agreement with Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP valued at Prepaid share forward transaction for up to 5,000,000 Class A ordinary shares; Prepayment Amount equ (effective 2026-05-11).

Action: entry
Counterparty: Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP
Value: Prepaid share forward transaction for up to 5,000,000 Class A ordinary shares; Prepayment Amount equ
Effective: 2026-05-11

Exact text from the filing

On May 11, 2026, CAEP and Pubco entered into a forward purchase agreement (the “ Forward Purchase Agreement ”) with Harraden Circle Investors, LP (“HCI”), (ii) Harraden Circle Special Opportunities, LP (“HCSO”), (iii) Harraden Circle Strategic Investments, LP (“HCSI”), (iv) Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC collectively, as “ Seller ”) for a prepaid share forward transaction.

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Source: SEC EDGAR

accession 0001213900-26-054575

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