CANTOR FITZGERALD, L. P. Form 3 Filed 2025-05-01

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0104
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

Cantor EP Holdings II, LLC

2. Date of Event Requiring Statement (Month/Day/Year)

05/01/2025

3. Issuer Name and Ticker or Trading Symbol

Cantor Equity Partners II, Inc. [CEPT]

(Last)

(First)

(Middle)

110 EAST 59TH STREET

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

NEW YORK, NY 10022

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾	⁽¹⁾	Class A ordinary shares	6,000,000⁽²⁾⁽³⁾	⁽¹⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cantor EP Holdings II, LLC 110 EAST 59TH STREET NEW YORK, NY 10022		X
CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY 10022		X
CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY 10022		X
LUTNICK HOWARD W 110 EAST 59TH STREET NEW YORK, NY 10022		X

Explanation of Responses:

1.	As described in the issuer's registration statement on Form S-1 (File No. 333-285681) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert 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 certain anti-dilution rights.
2.	These shares represent Class B ordinary shares directly held by Cantor EP Holdings II, LLC (the "Sponsor").
3.	The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the trustee of the sole stockholder of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	Signatures
	/s/ Howard Lutnick	05/01/2025
	/s/ Brandon Lutnick, as Chief Executive Officer of Cantor EP Holdings II, LLC	05/01/2025
	/s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.	05/01/2025
	/s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc.	05/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.