[SCHEDULE 13D/A] Cantor Equity Partners II, Inc. SEC Filing

Rhea-AI Filing Summary

Cantor Equity Partners II, Inc. Schedule 13D/A discloses that Cantor EP Holdings II, LLC and affiliated reporting persons collectively beneficially own 21.5% of the issuer’s outstanding ordinary shares (6,580,000 of 30,580,000).

The filing amends prior disclosures to report that Howard W. Lutnick completed a divestiture and no longer holds voting or dispositive power over the securities, and that voting shares of CFGM were sold to trusts controlled by Brandon G. Lutnick for an aggregate purchase price of $200,000. The Sponsor holds 580,000 Class A and 6,000,000 Class B founder shares (convertible one-for-one into Class A shares).

Positive

• Ownership clarified: Filing updates beneficial ownership after the divestiture and trust purchases, improving transparency for investors.
• Continuity of control: Voting power remains coordinated under Brandon G. Lutnick, which can provide stable decision-making during SPAC lifecycle.

Negative

• Concentrated block: A single related group holds 21.5% of shares, representing significant influence over corporate actions.
• Related-party transfers: The transfer of CFGM voting shares among family trusts could raise governance scrutiny despite being disclosed.

Insights

Corporate Governance Analyst

Leadership ownership reshaped within the Lutnick family; control links remain

The transaction transfers voting control in CF Group Management to trusts controlled by Brandon G. Lutnick, consolidating shared voting and dispositive power over 21.5% of ordinary shares without changing the Sponsor's economic stake. This maintains a concentrated ownership block that can influence corporate decisions during the SPAC lifecycle.

The main dependency is whether the Class B founder shares convert before or at an initial business combination; monitor conversion timing and any related governance changes within the next 12 months for effects on board composition and transaction approvals.

Securities Transaction Specialist

Reported intra-family purchase and divestiture update ownership filings and beneficial owner records

The filing documents a $200,000 purchase by trusts controlled by Brandon G. Lutnick for CFGM voting shares and Howard W. Lutnick's divestiture tied to his government appointment. The Schedule 13D/A restates beneficial ownership counts using a total of 30,580,000 ordinary shares as reported by the issuer.

Key near-term items to watch include any further amendments reflecting actual conversion of Class B shares to Class A or additional transfers that would change the 21.5% reporting figure, which could affect control dynamics ahead of an initial business combination.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Cantor Equity Partners II, Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G1827P106

(CUSIP Number)

Brandon Lutnick
Cantor EP Holdings II, LLC, 110 East 59th Street
New York, NY, 10022
212-938-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G1827P106

1

Name of reporting person

Cantor EP Holdings II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,580,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,580,000.00

11

Aggregate amount beneficially owned by each reporting person

6,580,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G1827P106

1

Name of reporting person

Cantor Fitzgerald, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,580,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,580,000.00

11

Aggregate amount beneficially owned by each reporting person

6,580,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G1827P106

1

Name of reporting person

CF Group Management, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,580,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,580,000.00

11

Aggregate amount beneficially owned by each reporting person

6,580,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G1827P106

1

Name of reporting person

Brandon G. Lutnick

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,580,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,580,000.00

11

Aggregate amount beneficially owned by each reporting person

6,580,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value
(b)	Name of Issuer: Cantor Equity Partners II, Inc.
(c)	Address of Issuer's Principal Executive Offices: 110 East 59th Street, New York, NEW YORK , 10022.
Item 1 Comment: This Amendment No. 2A (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on May 12, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on May 20, 2025 ("Amendment No. 1" and, together with the Original Schedule 13D, the "Prior Schedule 13D") by Cantor EP Holdings II, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald, L.P., a Delaware limited partnership ("Cantor"), CF Group Management, Inc., a New York corporation ("CFGM") and Howard W. Lutnick. This Amendment is being filed by the Sponsor, Cantor, CFGM and Mr. Brandon G. Lutnick (collectively, the "Reporting Persons") relating to their beneficial ownership of Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Ordinary Shares") and Class B ordinary shares, par value $0.0001 per share, of the Issuer ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Prior Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce, has completed his previously announced divestiture of his holdings in Cantor and CFGM in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer, and the Reporting Persons understand that he will file Amendment No. 2B as his final amendment to the Original Schedule 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 1, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of Cantor. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of the Ordinary Shares owned by the Sponsor, and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The aggregate number and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons is on the basis of a total of 30,580,000 Ordinary Shares, including 24,580,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares, issued and outstanding as of August 14, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2025. As of the date hereof, the Sponsor directly owns 580,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares, which Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares at the time of the Issuer'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 as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-285681). None of the other Reporting Persons directly own any Ordinary Shares.
(b)	Item 5(b) is hereby amended and restated as follows: As of the date hereof: (i) the Sponsor directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 6,580,000 Ordinary Shares (consisting of 580,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares, which Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares at the time of the Issuer'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 as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-285681)), which represent 21.5% of the Issuer's issued and outstanding Ordinary Shares. (ii) Cantor, as the sole member of the Sponsor, controls the Sponsor and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 6,580,000 Ordinary Shares directly owned by the Sponsor, which represent 21.5% of the Issuer's issued and outstanding Ordinary Shares. Cantor disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (iii) CFGM, as the managing general partner of Cantor, controls Cantor and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 6,580,000 Ordinary Shares directly owned by the Sponsor, which represent 21.5% of the Issuer's issued and outstanding Ordinary Shares. CFGM disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (iv) Brandon G. Lutnick, as the controlling trustee of the trusts owning all of the voting shares of CFGM and the Chairman and Chief Executive Officer of CFGM, controls CFGM and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, the 6,580,000 Ordinary Shares directly owned by the Sponsor, which represent 21.5% of the Issuer's issued and outstanding Ordinary Shares. Brandon G. Lutnick disclaims any ownership of such Ordinary Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(c)	See Item 4 of this Amendment, which is incorporated by reference herein.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by adding the following: Exhibit 99.H: Joint Filing Agreement, dated as of October 6, 2025, by and among the Reporting Persons Exhibit 99.I Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the BGL Management Trust. Exhibit 99.J: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the KSL Management Trust. Exhibit 99.K: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the RGL Management Trust. Exhibit 99.L: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the CJL Management Trust.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cantor EP Holdings II, LLC

Signature:	/s/ Brandon Lutnick
Name/Title:	Brandon Lutnick/Chief Executive Officer
Date:	10/06/2025

Cantor Fitzgerald, L.P.

Signature:	/s/ Brandon Lutnick
Name/Title:	Brandon Lutnick/Chief Executive Officer
Date:	10/06/2025

CF Group Management, Inc.

Signature:	/s/ Brandon Lutnick
Name/Title:	Brandon Lutnick/Chief Executive Officer
Date:	10/06/2025

Brandon G. Lutnick

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick
Date:	10/06/2025

FAQ

What change in ownership does the CEPT Schedule 13D/A disclose?

The filing reports that the reporting persons beneficially own 6,580,000 ordinary shares, representing 21.5% of issued and outstanding shares.

Why did Howard W. Lutnick divest his interest in CEPT?

The filing states he completed a divestiture in connection with his appointment as the U.S. Secretary of Commerce and no longer has voting or dispositive power.

Who acquired CFGM voting shares and for what price?

Trusts controlled by Brandon G. Lutnick acquired the voting shares of CFGM on 10/06/2025 for an aggregate purchase price of $200,000.

What founder shares does the Sponsor hold?

The Sponsor directly owns 580,000 Class A and 6,000,000 Class B ordinary shares; Class B shares are convertible one-for-one into Class A shares.

Does anyone else directly own ordinary shares according to the filing?

No other reporting persons directly own ordinary shares; ownership is shown as held by the Sponsor with shared voting/dispositive power among the reporting persons.