CEPTHIGH SIGNALOPPORTUNITY10-Q

CEPT has dramatically improved its financial performance with net income surging 176% to $3.8M while finalizing a business combination agreement expected to close before year-end.

This represents a significant inflection point for the SPAC, transitioning from pre-revenue status to identifying and agreeing to merge with Securitize, while simultaneously demonstrating strong financial momentum. The company's working capital has improved substantially from a $174K deficit to a $25K positive position, indicating stronger liquidity management ahead of the business combination.

Comparing 2025-11-14 vs 2025-08-14View on EDGAR →
FINANCIAL ANALYSIS

CEPT's financial transformation is striking, with net income exploding 176% from $1.4M to $3.8M despite operating losses deepening from -$165K to -$319K, suggesting significant non-operating gains driving profitability. Total liabilities increased 141% to $166K, partially reflecting $78K drawn from the sponsor loan to fund transaction costs, while working capital swung positive for the first time. The overall picture signals a SPAC successfully progressing toward its business combination with improved liquidity and strong earnings momentum, though investors should note the disconnect between operating performance and net income.

FINANCIAL STATEMENT CHANGES
Net Income
P&L
+176.2%
$1.4M→$3.8M

Net income grew 176.2% — bottom-line growth signals improving overall business health.

Total Liabilities
Balance Sheet
+140.8%
$69K→$166K

Liabilities grew 140.8% — significant increase in debt or obligations, assess impact on financial flexibility.

Operating Income
P&L
-93.7%
-$165K→-$319K

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

LANGUAGE CHANGES
NEW — 2025-11-14
PRIOR — 2025-08-14
ADDED
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) $ 2,407,169 $ ( 50,150 ) $ 3,773,699 $ ( 52,101 ) Other comprehensive income: Change in unrealized appreciation of available-for-sale debt securities 80,431 37,331 Total other comprehensive income 80,431 37,331 Comprehensive income (loss) $ 2,487,600 $ ( 50,150 ) $ 3,811,030 $ ( 52,101 ) The accompanying notes are an integral part of these unaudited condensed financial statements.
As of September 30, 2025, the Company had not commenced operations.
As further described in Note 10, the Company entered into a Business Combination Agreement, dated as of October 27, 2025, by and among the Company, Pubco (as defined in Note 10), Securitize (as defined in Note 10) and the other parties thereto, and the transactions contemplated thereby will be a Business Combination that is expected to be consummated prior to the end of the Combination Period.
For more information regarding such proposed Business Combination, refer to the Company s Current Reports on Form 8-K filed with the SEC on October 28, 2025 and October 30, 2025, and the other filings the Company and Pubco may make from time to time with the SEC.
As of September 30, 2025 and December 31, 2024, the Company had working capital of approximately $ 25,000 and a working capital deficit of approximately $ 174,000 , respectively.
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REMOVED
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) For the Three Months Ended June 30, For the Six Months Ended June 30, 2025 2024 2025 2024 Net income (loss) $ 1,393,678 $ ( 1,951 ) $ 1,366,530 $ ( 1,951 ) Other comprehensive loss: Change in unrealized depreciation of available-for-sale debt securities ( 43,100 ) ( 43,100 ) Total other comprehensive loss ( 43,100 ) ( 43,100 ) Comprehensive income (loss) $ 1,350,578 $ ( 1,951 ) $ 1,323,430 $ ( 1,951 ) The accompanying notes are an integral part of these unaudited condensed financial statements.
As of June 30, 2025, the Company had not commenced operations.
As of June 30, 2025 and December 31, 2024, the Company had working capital of approximately $ 144,000 and a working capital deficit of approximately $ 174,000 , respectively.
In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $ 1,750,000 to fund the Company s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the Sponsor Loan ), of which no amounts have been drawn by the Company as of both June 30, 2025 and December 31, 2024.
The Sponsor has entered into a letter agreement with the Company pursuant to which it has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with the completion of the Business Combination or otherwise.
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