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SCHEDULE Filed 2025-10-06 Event 2025-10-06 SEC 0001213900-25-096646 →

Cantor EP Holdings II, LLC Cantor Equity Partners II, Inc. CEPT

Stake: 21.50% Shares: 6,580,000 CUSIP: G1827P106 Class: Class A Ordinary Shares, $0.0001 par value

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.

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
3 13D/G filings on this issuer
2 other filings besides this one
Filer Track Record
2 filings by this filer
1 other filing in the data moat
Short Interest · settle 2026-03-31
DTC 1.00
550,237 shares short · +25.6% vs prior

Other 13D/G Filings on Cantor Equity Partners II, Inc.

FiledFormFilerStakeShares
2025-10-06 SCHEDULE LUTNICK HOWARD W view →
2025-05-20 SCHEDULE Cantor EP Holdings II, LLC 21.50% 6,580,000 view →

Other Filings by Cantor EP Holdings II, LLC

FiledFormIssuerStakeShares
2025-05-20 SCHEDULE Cantor Equity Partners II, Inc. CEPT 21.50% 6,580,000 view →

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