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