Brandon Lutnick reports beneficial control of 6.58M CEPT shares after $200k purchase

Rhea-AI Filing Summary

Brandon Lutnick, Chairman and CEO of the Sponsor and related entities, closed a private purchase on 10/06/2025 that transferred voting control of CF Group Management, Inc. to trusts for which he is trustee. As a result, he is reported as the beneficial owner of 580,000 Class A ordinary shares and 6,000,000 Class B ordinary shares of Cantor Equity Partners II, Inc. (CEPT). The aggregate purchase price paid for the voting shares of CFGM was $200,000.

The Class B shares convert one-for-one into Class A shares at the company’s initial business combination or at holder option, so the reported positions represent potential voting and economic exposure of 6,580,000 ordinary shares if conversion occurs. The filing notes the Sponsor is the record holder and disclaims beneficial ownership beyond Lutnick’s pecuniary interest.

Positive

• Acquisition of voting control: Reporting person closed purchase of CFGM for $200,000, creating clear record of control.
• Large founder position: Reported beneficial exposure to 6,580,000 ordinary shares (580,000 Class A + 6,000,000 Class B), indicating meaningful founder-level stake.
• Conversion clarity: Class B shares convert one-for-one into Class A shares, providing a straightforward path to common share economics at a defined rate.

Negative

• Concentration of control: Significant voting exposure is held through Sponsor and affiliated entities, which may centralize decision-making.
• Unclear pecuniary interest: Reporting person disclaims beneficial ownership beyond his pecuniary interest, leaving uncertainty about his exact economic stake.
• Potential future dilution/ownership change: Class B conversion on initial business combination could materially change the public float and voting composition.

Insights

Corporate Governance Expert

Control transfer increases Lutnick's reported influence over CEPT's sponsor holdings.

The reported purchase closed on 10/06/2025 and records beneficial ownership of 580,000 Class A and 6,000,000 Class B shares through the Sponsor structure. Because the Sponsor holds the shares and the Class B shares convert one-for-one into Class A shares, this creates potential economic and voting exposure of 6,580,000 ordinary shares at conversion.

This arrangement is routed through trusts and multi-entity holdings; the filer expressly disclaims beneficial ownership beyond any pecuniary interest. Monitor any future disclosures around conversion events or related-party arrangements near an initial business combination (timing) for clarifying ownership and voting power.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

C/O CANTOR EQUITY PARTNERS II, INC.

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners II, Inc. [ CEPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	10/06/2025		P		580,000	A	(1)	580,000	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(2)	10/06/2025		P		6,000,000		(2)	(2)	Class A ordinary shares	6,000,000	(1)	6,000,000	I	See Footnote(3)

Explanation of Responses:

1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick. CFLP is the sole member of Cantor EP Holdings II, LLC (the "Sponsor"). The Sponsor is the direct owner of 580,000 Class A ordinary shares of Cantor Equity Partners II, Inc. (the "Company"), par value $0.0001 per share (the "Class A Ordinary Shares"), and 6,000,000 Class B ordinary shares of the Company, par value $0.0001 per share (the "Class B Ordinary Shares"). Following the closing of the transaction, the reporting person may be deemed to have beneficial ownership of the 580,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares held by the Sponsor. The aggregate purchase price of the voting shares of CFGM was $200,000.

2. As described in the Company's registration statement on Form S-1 (File No. 333-285681) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Company's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.

3. The Sponsor is the record holder of the shares reported herein. CFLP is the sole member of the Sponsor. CFGM is the managing general partner of CFLP. The reporting person is the Chairman and Chief Executive Officer of the Sponsor, CFLP and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. The reporting person disclaims beneficial ownership of all securities held by the Sponsor in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Brandon Lutnick	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 for CEPT filed on 10/06/2025 disclose?

It disclosed that Brandon Lutnick closed the purchase of CFGM voting shares and is reported as beneficial owner of 580,000 Class A and 6,000,000 Class B shares; purchase price was $200,000.

How many total shares does the filing imply Lutnick could control for CEPT?

The filing shows potential exposure to 6,580,000 ordinary shares if the 6,000,000 Class B shares convert one-for-one into Class A shares.

What is the significance of the Class B shares described in the filing?

The Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis at the initial business combination or at the holder's option, per the registration statement's terms.

Who is the record holder of the reported shares?

The Sponsor (Cantor EP Holdings II, LLC) is the record holder; CFLP is the Sponsor’s sole member and CFGM is CFLP’s managing general partner, per the filing.

Does the filing state that Lutnick personally owns all the reported shares?

No. The filing states the shares are held by the Sponsor and trusts; the reporting person disclaims beneficial ownership of securities held by the Sponsor beyond any pecuniary interest.