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