CEPT Schedule 13D Amendment: Lutnick Divests, 0% Ownership

Rhea-AI Filing Summary

Cantor Equity Partners II, Inc. Schedule 13D Amendment reports that Howard W. Lutnick completed a divestiture tied to his appointment as U.S. Secretary of Commerce and, as of 10/06/2025, no longer holds or controls any Class A or Class B ordinary shares. The amendment states Mr. Lutnick has 0 voting and dispositive power and ceased to be a beneficial owner of more than 5% of the outstanding ordinary shares. The filing formally removes him as a reporting person and updates Item 4 and Item 5 to reflect zero ownership and control.

Positive

• Definitive divestiture completed as of 10/06/2025, eliminating prior ownership ambiguity
• Reporting status removed—the filing states Mr. Lutnick has 0 voting and dispositive power and is no longer a reporting person

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Founder-level divestiture ends reported control; reporting status removed.

The amendment documents a completed divestiture by Howard W. Lutnick that eliminates his voting and dispositive power over the issuer's Class A and Class B shares as of 10/06/2025. The filing explicitly replaces Item 5 figures with zeros and states he no longer beneficially owns more than 5% of the ordinary shares.

This change removes a named reporting person and clarifies the ownership register; governance oversight and related disclosure obligations tied to his prior holdings cease. Monitor subsequent Schedule 13D/G filings for any new controlling holders or group disclosures within the next quarter.

Investor Relations Specialist

TL;DR: Ownership disclosure cleaned up; investors get clearer cap table signaling.

The amendment replaces prior Schedule 13D entries and confirms that Mr. Lutnick has 0 shares and zero voting/dispositive power. This is a definitive, dated update that resolves any ambiguity about his current stake.

Investors should note the formal cessation of his > 5% status as of 10/06/2025; review upcoming filings for updated beneficial owners or group alignments that could affect shareholder dynamics within the next reporting cycle.

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

LUTNICK HOWARD W

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

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. 2B (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, and Amendment No. 2A to the Original Schedule 13D, dated October 6, 2025, filed by the Sponsor, Cantor, CFGM and Brandon G. Lutnick, 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. This Amendment No. 2B is being filed solely by Howard W. Lutnick to indicate that he no longer has any voting or dispositive power of the securities of the Issuer and therefore shall cease to be a Reporting Person.
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 described in Amendment No. 1, 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. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer and is filing this Amendment as a final amendment to reflect his zero ownership.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: As of October 6, 2025, Mr. Howard Lutnick does not beneficially own any Ordinary Shares.
(b)	Number of Ordinary Shares beneficially owned as to which Howard W. Lutnick has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 0 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose of or to direct the disposition: 0
(c)	See Item 4 of this Amendment, of Amendment No. 1 and of Amendment No. 2A, which are each incorporated by reference herein.
(d)	Not applicable.
(e)	As of October 6, 2025, Mr. Howard W. Lutnick ceased to be a beneficial owner of more than 5% of the outstanding Ordinary Shares.

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.

LUTNICK HOWARD W

Signature:	/s/ Howard W. Lutnick
Name/Title:	Howard W. Lutnick
Date:	10/06/2025

FAQ

What did the Schedule 13D/A filed for CEPT disclose about Howard W. Lutnick?

The filing states Howard W. Lutnick completed a divestiture and, as of 10/06/2025, has 0 voting and dispositive power and does not beneficially own more than 5% of the ordinary shares.

When did Mr. Lutnick complete his divestiture according to the filing?

The sale and resulting divestiture were completed on 10/06/2025.

Does the amendment change the number of shares Mr. Lutnick controls?

Yes; Item 5 is amended to show he controls 0 shares (sole and shared voting and dispositive power all listed as 0).

Did Mr. Lutnick cease to be a beneficial owner of more than 5%?

Yes; the filing states he ceased to be a beneficial owner of more than 5% of the outstanding ordinary shares as of 10/06/2025.

Who filed this Amendment No. 2B?

This Amendment No. 2B was filed solely by Howard W. Lutnick to reflect his divestiture and cessation as a reporting person.