CEPT Form 4: Trustee Disposes of Sponsor’s 6,580,000 Founder Shares
Rhea-AI Filing Summary
On 10/06/2025, Howard W. Lutnick reported the sale of the voting shares of CF Group Management, Inc., which resulted in the reporting person no longer having beneficial ownership of the Sponsor's 580,000 Class A ordinary shares and 6,000,000 Class B ordinary shares of Cantor Equity Partners II, Inc. (CEPT). The aggregate sale price for the voting shares of CFGM was $200,000. The filing notes that the Class B shares convert one-for-one into Class A shares at the initial business combination or at the holder's option. The report disclaims any beneficial ownership beyond any pecuniary interest.
Positive
- Transaction disclosed publicly, including aggregate sale price of $200,000, supporting transparency
- Filing clarifies that Class B shares convert one-for-one into Class A shares, explaining future share count mechanics
Negative
- Reporting person no longer beneficial owner of Sponsor-held 580,000 Class A and 6,000,000 Class B shares, representing a governance/control change
- Large founder-share transfer (total 6,580,000 shares) may alter voting dynamics ahead of the initial business combination
Insights
TL;DR: Transfer of voting shares removed a longstanding trustee's indirect control over sponsor-held founder shares.
The transaction closed on 10/06/2025 and transferred voting control of CF Group Management, Inc., the managing general partner of CFLP, which indirectly held 580,000 Class A and 6,000,000 Class B shares in CEPT. That removes the reporting person’s indirect beneficial ownership of those sponsor-held shares.
This change affects who controls sponsor voting rights ahead of the company's initial business combination; investors should note the governance shift and monitor any subsequent disclosures about who now controls CFGM or exercises the sponsor’s voting power over the 6,580,000 aggregate shares.
TL;DR: Filing documents a related-party sale priced at $200,000 and clarifies conversion mechanics for founder shares.
The Form 4 states the aggregate sale price for the voting shares of CFGM was $200,000, and confirms the Sponsor’s Class B founder shares convert one-for-one into Class A shares at the business combination. The reporting person disclaims beneficial ownership beyond any pecuniary interest.
This is a material insider disposition in terms of voting control rather than an ordinary open-market sale of listed shares; look for follow-up SEC filings or Form 3/4s naming the acquiring trusts or their controller for full ownership transparency in the near term.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class B ordinary shares | 6,000,000 | $0.00 | -- |
| Sale | Class A ordinary shares | 580,000 | $0.00 | -- |
Footnotes (1)
- On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"). 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 no longer has beneficial ownership of the 580,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares held by the Sponsor. The aggregate sale price of the voting shares of CFGM was $200,000. 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. 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 was the trustee of CFGM's sole stockholder prior to the transaction described in footnote (1). 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.
