RichRich Capital, Rich Huang disclose 2.95% CEPT stake in 13G/A

Rhea-AI Filing Summary

RichRich Capital LLC and Rich Huang filed an amended Schedule 13G reporting a passive ownership stake in Cantor Equity Partners II, Inc. They beneficially own 724,438 Class A Ordinary Shares as of January 29, 2026, representing approximately 2.95% of the class.

The percentage is based on 24,580,000 Class A Ordinary Shares outstanding as of November 14, 2025. Mr. Huang is the sole member of RichRich and may be deemed to share voting and dispositive power over these shares but formally disclaims beneficial ownership of shares held by RichRich.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Cantor Equity Partners II, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G1827P106

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G1827P106

1

Names of Reporting Persons

RichRich Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

INDIANA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 724,438.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 724,438.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

724,438.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.95 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G1827P106

1

Names of Reporting Persons

Huang Rich

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 724,438.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 724,438.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

724,438.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.95 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cantor Equity Partners II, Inc.
(b)	Address of issuer's principal executive offices: 110 EAST 59TH STREET, NEW YORK, NY 10022
Item 2.
(a)	Name of person filing: RichRich Capital LLC ("RichRich") Rich Huang ("Mr. Huang") Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: RichRich Capital LLC 1000 Brickell Plaza, Unit 2704 Miami, FL 33131 Rich Huang 1000 Brickell Plaza, Unit 2704 Miami, FL 33131
(c)	Citizenship: RichRich Capital LLC Indiana Rich Huang USA
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G1827P106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of January 29, 2026, RichRich Capital beneficially owned 724,438 Class A Ordinary Shares. Mr. Huang, as the sole member of RichRich, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by RichRich. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Class A Ordinary Shares owned by another Reporting Person or any other person. Mr. Huang disclaims beneficial ownership of the Class A Ordinary Shares beneficially owned by RichRich. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)	Percent of class: The following percentages are based on 24,580,000 Class A Ordinary Shares issued and outstanding as of November 14, 2025 based upon the Issuer's Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on November 14, 2025. As of January 29, 2026, RichRich may be deemed to beneficially own approximately 2.95% of the outstanding Class A Ordinary Shares. As of January 29, 2026, Mr. Huang may be deemed to beneficially own approximately 2.95% of the outstanding Class A Ordinary Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 99.1. Previously Filed
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

RichRich Capital LLC

Signature:	/s/Rich Huang
Name/Title:	Rich Huang, Sole Member
Date:	01/29/2026

Huang Rich

Signature:	/s/Rich Huang
Name/Title:	Rich Huang
Date:	01/29/2026

FAQ

How many Cantor Equity Partners II (CEPT) shares does RichRich Capital own?

RichRich Capital LLC beneficially owns 724,438 Class A Ordinary Shares of Cantor Equity Partners II as of January 29, 2026. This stake is reported jointly with Rich Huang and reflects shared voting and dispositive power over the same block of shares.

What percentage of Cantor Equity Partners II (CEPT) does RichRich Capital control?

RichRich Capital may be deemed to beneficially own approximately 2.95% of Cantor Equity Partners II’s outstanding Class A Ordinary Shares. This percentage is calculated using 24,580,000 shares outstanding as of November 14, 2025, as disclosed in the company’s Form 10-Q.

Who are the reporting persons in this CEPT Schedule 13G/A filing?

The reporting persons are RichRich Capital LLC and its sole member, Rich Huang. Both report beneficial ownership of the same 724,438 Class A Ordinary Shares, with shared voting and dispositive power, while Mr. Huang formally disclaims beneficial ownership of shares held by RichRich.

Is the RichRich Capital stake in CEPT a passive investment?

Yes. The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of the issuer, consistent with a passive investment reported on Schedule 13G rather than a control-oriented Schedule 13D filing.

On what date is RichRich Capital’s CEPT ownership measured in this filing?

RichRich Capital’s beneficial ownership of 724,438 Class A Ordinary Shares is stated as of January 29, 2026. The ownership percentage of approximately 2.95% is based on 24,580,000 shares outstanding as of November 14, 2025, from Cantor Equity Partners II’s Form 10-Q.

What voting and dispositive powers do RichRich Capital and Rich Huang have over CEPT shares?

The filing reports zero sole voting or dispositive power and 724,438 shares of shared voting and shared dispositive power for each reporting person. This means decisions over these shares are shared, rather than controlled individually, between RichRich Capital and Rich Huang.