Exhibit 10.7
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
June 25, 2025
110 East 59th Street
New York, NY 10022
Attn: Chief Executive Officer
Ladies and Gentlemen:
This is to confirm our agreement whereby Cantor Equity Partners III, Inc., a Cayman Islands exempted company (the “Company”), has requested Cantor Fitzgerald & Co. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-287847) filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (the “IPO”).
1. Services and Fees.
(a) The Advisor will, from time to time, upon the Company’s request:
(b) As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds of the base offering amount received by the Company in the IPO and 5.5% of the gross proceeds of the over-allotment offering amount received by the Company in the IPO (the “Fee”). The Fee is due and payable to the Advisor by wire transfer at the closing of the Business Combination (the “Closing”). If a proposed Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder’s or other fees which may become payable to the Advisor pursuant to any subsequent agreement between the Advisor and the Company or the Target.
2. Expenses.
At the Closing, the Company shall reimburse the Advisor for all reasonable costs and expenses incurred by the Advisor (including reasonable fees and disbursements of counsel) in connection with the performance of its services hereunder. Reimbursable expenses shall be due and payable to the Advisor by wire transfer at the Closing from the Trust Account.
3. Company Cooperation.
The Company will provide full cooperation to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations hereunder, including, but not limited to, providing to the Advisor and its counsel, on a timely basis, all documents and information regarding the Company and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its obligations hereunder (collectively, the “Information”); making the Company’s management, auditors, consultants and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable access to the management, auditors,