SecProbe.io

CORRESP
 1
 filename1.htm

 March 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Mail Stop 3030

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon and Jeffrey Gabor

 Re: Cantor Equity
Partners II, Inc.

 Amendment No.
1 to Draft Registration Statement on Form S-1

 Submitted January
17, 2025

 CIK No. 0002034269

 Ladies and Gentlemen:

 Cantor Equity Partners II,
Inc. (the " Company ," " we ," " our " or " us ") hereby transmits
its response to the comments of the staff (the " Staff ") of the Division of Corporation Finance of the Securities and
Exchange Commission contained in the Staff's letter dated February 7, 2025 (the " Letter ") regarding the above-referenced
Amendment No. 1 to Draft Registration Statement on Form S-1 (the " Draft Registration Statement ") submitted on January
17, 2025. For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff's
comments presented in bold font type. This letter will be filed concurrently with the filing of a Registration Statement on Form S-1 (" Registration
Statement ").

 Amendment No. 1 to Draft Registration Statement

 Cover Page

 1.
 We note disclosures on page 91 and elsewhere that if you increase or decrease the size of the offering, you will effect a share dividend, contribution back to capital or other mechanism with respect to your Class B shares in such amount so that the founder shares will continue to represent 20% of your issued and outstanding ordinary shares upon consummation of the offering. Please discuss these provisions on the cover page and in the discussions of securities that may become issuable to the sponsor in the sections entitled "Sponsor Information" on pages 10 and 108.

 Response: The Company respectfully
acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on the cover page and pages 11 and 110
of the Registration Statement to address the Staff's comment.

 Sources of Target Businesses, page 113

 2.
 Please revise disclosure in the first full paragraph on page 114 to clarify, if true, that neither you nor anyone acting on your behalf has engaged in discussions with any of the prospective target businesses that any of the Active Cantor SPACs or any of the Prior Cantor SPACs had considered, consistent with disclosure on your prospectus cover page.

 Response: The Company respectfully
acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on page 115 of the Registration Statement
to address the Staff's comment.

 * * * * *

 We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser,
Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Very truly yours,

 CANTOR EQUITY PARTNERS II, INC.

 By:
 /s/ Brandon Lutnick

 Name:
 Brandon Lutnick

 Title:
 Chief Executive Officer

 cc:
 Stuart Neuhauser, Esq.

 [Signature Page to Response Letter to the SEC –
Form S-1 Registration Statement of Cantor Equity Partners II, Inc. – March 2025]