SecProbe.io

CORRESP
 1
 filename1.htm

 CANTOR EQUITY PARTNERS II, INC.

 110 East 59 th Street
New York, NY 10022

 April 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Pearlyne Paulemon

 	 Jeffrey Gabor

 Re:

 Cantor Equity Partners II, Inc.

 Registration Statement on Form S-1

 Filed March 10, 2025, as amended
 File No. 333-285681

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Cantor Equity Partners II, Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on Thursday, May 1, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Brandon Lutnick

 Brandon Lutnick

 Chief Executive Officer

 cc:

 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 April 29, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

 Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Pearlyne Paulemon; Jeffrey Gabor

 Re:
 Cantor Equity Partners II, Inc.
Registration Statement on Form S-1
File No. 333-285681

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Cantor Equity Partners
II, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:30 p.m., Eastern Time, on May 1, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Ellenoff Grossman & Schole, LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the
proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 Cantor Fitzgerald & Co.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director

 [ Signature Page to Underwriters' Acceleration
Request Letter ]

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]

February 7, 2025
Brandon Lutnick
Chief Executive Officer
Cantor Equity Partners II, Inc.
110 East 59th Street
New York, NY 10022
Re:Cantor Equity Partners II, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted January 17, 2025
CIK No. 0002034269
Dear Brandon Lutnick:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our September 24, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
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.

February 7, 2025
Page 2
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.
            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

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