Highbridge Capital Management, LLC filed a Schedule 13G reporting its beneficial ownership of 217,000 Class A Ordinary Shares of Cantor Equity Partners II, Inc., equal to 0.9% of the class based on 24,580,000 shares outstanding as of November 14, 2025.
The shares are held in funds and accounts advised by Highbridge, which has sole voting and dispositive power over this amount. Highbridge certifies the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
What does Highbridge Capital Management report owning in CEPT on this Schedule 13G?
Highbridge Capital Management reports beneficial ownership of 217,000 Class A Ordinary Shares of Cantor Equity Partners II, Inc. (CEPT). This represents 0.9% of the class, calculated using 24,580,000 shares outstanding as of November 14, 2025.
How did Highbridge’s CEPT ownership compare to its position on December 31, 2025?
The cover page notes that as of December 31, 2025, Highbridge may have been deemed to beneficially own 1,321,945 Class A Ordinary Shares, representing 5.4% of CEPT’s outstanding common stock, versus 217,000 shares (0.9%) as of the date of this statement.
Does Highbridge seek to influence control of Cantor Equity Partners II, Inc.?
Highbridge certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Cantor Equity Partners II, Inc., nor in connection with any transaction intended to have that purpose or effect.
Who actually holds the CEPT shares reported by Highbridge Capital Management?
The shares are directly held by certain funds and accounts known as the Highbridge Funds. Highbridge Capital Management, LLC is the investment adviser to these funds and reports beneficial ownership through its sole voting and dispositive power over the 217,000 shares.
Why does Highbridge’s Schedule 13G for CEPT state ownership of 5 percent or less?
Item 5 indicates ownership of 5 percent or less of the class. Based on 24,580,000 Class A Ordinary Shares outstanding, Highbridge’s 217,000 shares represent 0.9% of CEPT, which is below the 5% threshold for larger beneficial owners.
What rights do the Highbridge Funds have regarding CEPT shares in this filing?
The Highbridge Funds have the right to receive or the power to direct the receipt of dividends and the proceeds from the sale of the Class A Ordinary Shares reported. Highbridge, as investment adviser, holds sole voting and dispositive power over these shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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
Highbridge Capital Management, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
217,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
217,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
217,000.00
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)
0.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The information set forth on this cover page reflects information as of the date hereof. As of December 31, 2025, the Reporting Person may have been deemed to beneficially own 1,321,945 Class A Ordinary Shares (as defined in Item 2(a)), representing 5.4% of the shares of Common Stock outstanding on such date.
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:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), of Cantor Equity Partners II, Inc., a Cayman Islands exempted company (the "Issuer"), directly held by the Highbridge Funds.
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentages set forth in this Schedule 13G as of December 31, 2025 and as of the date hereof are calculated based upon an aggregate of 24,580,000 Class A Ordinary Shares outstanding as of November 14, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 14, 2025.
(b)
Percent of class:
0.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares reported herein.
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.
Not Applicable
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 acquired and are held in the ordinary course of business and 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.
