SecProbe.io

September 24, 2024
Howard W. Lutnick
Chief Executive Officer
Cantor Equity Partners II, Inc.
110 East 59th Street
New York, NY 10022
Re:Cantor Equity Partners II, Inc.
Draft Registration Statement on Form S-1
Submitted August 28, 2024
CIK No. 0002034269
Dear Howard W. Lutnick:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement Submitted August 28, 2024
Cover Page
1.Please provide a cross-reference highlighted by prominent type or in another manner to all
the sections in the prospectus for disclosures related to each of compensation and material
conflicts of interest, as required by Item 1602(a)(3) and (5) of Regulation S-K.
Summary, page 1
2.We note your disclosure regarding the $1,750,000 in working capital loans. Please
describe the terms of repayment of these loans. See Item 1602(b)(5) of Regulation S-K.
3.Please revise the conflicts of interest disclosure in the summary to address the conflicts of
interest arising from the remuneration described on pages 8 and 9.
4.Please revise the disclosure on page 10 and 104 to also disclose the lock-up agreement
with the underwriter. See Item 1603(a)(9) of Regulation S-K.

September 24, 2024
Page 2
Our Company, page 2
5.Please expand your discussion of the manner in which you will identify and evaluate
potential business combination candidates to include disclosure of how significant
competition among other SPACs pursuing business combination transactions may impact
your ability to identify and evaluate a target company.
6.Where you discuss the prior SPAC/de-SPAC experience of your management, please
disclose redemption levels in connection with any extensions and/or business combination
transactions.
Initial Business Combination, page 5
7.Please revise to clarify any plans to seek additional financings as required by Item
1602(b)(5) of Regulation S-K. In this regard, we note your disclosures that you intend to
effectuate your initial business combination using, among other sources, the proceeds of
the sale of your securities in connection with your initial business combination and that
you intend to target businesses larger than you could acquire with the net proceeds of this
offering and the sale of the private placement shares.
Founder Shares, page 13
8.Please expand your disclosure on pages 15 and 24, and elsewhere as appropriate,
including your risk factor on page 37, to clarify whether any public shares sold in this
offering would be required to approve the business combination if the minimum to
constitute a quorum is present at the meeting.
Conflicts of Interest, page 29
9.Please revise your disclosure in this section to clearly state the conflicts with purchasers in
the offering. See Item 1602(b)(7) of Regulation S-K.
Risk Factors
We may not be able to complete an initial business combination..., page 54
10.With a view toward disclosure, please tell us whether your sponsor has any members who
are, or has substantial ties with, a non-U.S. person.
Risks Relating to Cantor, our Sponsor and Management Team, page 58
11.We note the disclosure on page 11 and elsewhere that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement shares or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions, or
otherwise amend the terms of any such securities or enter into any other arrangements
with respect to any such securities. Please add risk factor disclosure about risks that may
arise from the sponsor having the ability to remove itself as your sponsor before
identifying a business combination, including through the unconditional ability to transfer
the founder shares or otherwise.

September 24, 2024
Page 3
Dilution, page 88
12.We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing in
connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement shares, as
stated on page 101 of your prospectus.
Management, page 128
13.Under Conflicts of Interest, please disclose the nominal price paid for the founder shares
and the conflict of interest in determining whether to pursue a business combination. See
Item 1603(b) of Regulation S-K.
            Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser