{"filing":{"accession_number":"0001213900-26-076435","cik":"0002034269","ticker":"CEPT","company_name":"Cantor Equity Partners II, Inc.","form":"8-K","filing_date":"2026-07-08","report_date":null,"primary_document":"ea0297280-8k_cantor2.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2034269/000121390026076435/ea0297280-8k_cantor2.htm"},"events":[{"id":17147,"run_id":15349,"accession_number":"0001213900-26-076435","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Cantor Equity Partners II, Inc. completed a business combination merger with CEPT Merger Sub, resulting in a change of control. The merger subsidiary became a wholly-owned subsidiary of Pubco (PINECREST MERGER SUB), and 6,842,508 shares were redeemed in connection with the transaction.","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15486,"accession_number":"0001213900-26-076435","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly addresses \"Completion of Acquisition or Disposition of Assets,\" which is a core M\u0026A event. The filing incorporates disclosure from the Introductory Note, indicating a material acquisition or disposition has been completed. This is a standard Item 2.01 disclosure and qualifies as material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15490,"accession_number":"0001213900-26-076435","item_number":"5.01","item_title":"Changes in Control of Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a change of control resulting from a business combination merger in which CEPT merged with and into CEPT Merger Sub, with the merger subsidiary becoming a wholly-owned subsidiary of Pubco. This constitutes a material acquisition/change of control event. While Item 5.01 is cited, the substance is a merger transaction that would typically be disclosed under Item 2.01 (which is incorporated by reference), making this a material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15493,"accession_number":"0001213900-26-076435","item_number":"8.01","item_title":"Other Events","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure reports that 6,842,508 shares of CEPT Ordinary Shares were redeemed in connection with a \"Business Combination,\" and the signature block identifies the filer as \"PINECREST MERGER SUB (as successor by merger to Cantor Equity Partners II, Inc.).\" This indicates completion of a merger transaction, which is a material acquisition/change of control event. The redemption of a substantial number of shares in connection with the business combination is a typical feature of SPAC merger closings.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17148,"run_id":15349,"accession_number":"0001213900-26-076435","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"CEPT notified NASDAQ on July 1, 2026 requesting suspension of trading of its Class A ordinary shares effective July 2, 2026, and filed a Form 25 to delist the shares under Section 12(b) of the Exchange Act. The company intends to file a Form 15 to deregister the shares and suspend SEC reporting obligations.","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15487,"accession_number":"0001213900-26-076435","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"CEPT notified NASDAQ on July 1, 2026 requesting suspension of trading of its Class A ordinary shares effective July 2, 2026, and filed a Form 25 to delist the shares under Section 12(b) of the Exchange Act. The company also intends to file a Form 15 to deregister the shares and suspend SEC reporting obligations. This is a material delisting event triggered by the consummation of a business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17149,"run_id":15349,"accession_number":"0001213900-26-076435","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"CEPT completed a private placement (PIPE) of 19,735,000 Class A Ordinary Shares at $10.00 per share for $197 million in aggregate proceeds, issued in reliance on Section 4(a)(2) of the Securities Act without registration.","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15488,"accession_number":"0001213900-26-076435","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes a private placement (PIPE) of 19,735,000 CEPT Class A Ordinary Shares at $10.00 per share for $197 million in aggregate proceeds, executed pursuant to subscription agreements with PIPE Investors. The shares were issued in reliance on Section 4(a)(2) of the Securities Act without registration, which is the hallmark of a dilutive unregistered equity issuance. The magnitude ($197 million) and timing (contemporaneous with a business combination) make this material to investors assessing the registrant's capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17150,"run_id":15349,"accession_number":"0001213900-26-076435","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Brandon G. Lutnick ceased to be Chairman and Chief Executive Officer, Jane Novak ceased to be Chief Financial Officer, and four directors (Danny H. Salinas, Robert G. Sharp, Louis Zurita, and Dr. Mukesh Prasad) ceased to hold their positions in connection with the consummation of the Business Combination.","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15491,"accession_number":"0001213900-26-076435","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Brandon G. Lutnick ceased to be Chairman and Chief Executive Officer, Jane Novak ceased to be Chief Financial Officer, and four directors (Danny H. Salinas, Robert G. Sharp, Louis Zurita, and Dr. Mukesh Prasad) ceased to hold their positions in connection with the consummation of a Business Combination. These are material departures of senior executives and board members that would significantly affect investor assessment of the registrant's leadership and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17151,"run_id":15349,"accession_number":"0001213900-26-076435","anchor_item_number":"7.01","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"The company commenced public trading of its common stock on the NYSE under ticker symbol 'SECZ' on July 2, 2026, marking the transition from private to public company status following the business combination.","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15492,"accession_number":"0001213900-26-076435","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The disclosure announces the commencement of public trading of the company's common stock on the NYSE under ticker \"SECZ\" on July 2, 2026. This represents a material operational milestone—the transition from private to public company status—but does not fit a specific named event type. The event is clearly operational/strategic in nature and material to investors, warranting classification as operational_other rather than other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17152,"run_id":15349,"accession_number":"0001213900-26-076435","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"Item 3.03 discloses material modifications to security holder rights by incorporating Item 2.01; the specific nature of the modification cannot be fully determined without access to the Item 2.01 content, but the incorporation-by-reference structure indicates a material event affecting shareholder rights in connection with the business combination.","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15489,"accession_number":"0001213900-26-076435","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses material modifications to security holder rights by incorporating Item 2.01 (which typically covers M\u0026A activity, plan of acquisition, or similar transactions). Without access to the Item 2.01 content, the specific nature of the modification cannot be determined. The incorporation-by-reference structure suggests a material event affecting shareholder rights, but the domain and precise event type remain unclear pending review of Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15486,"accession_number":"0001213900-26-076435","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly addresses \"Completion of Acquisition or Disposition of Assets,\" which is a core M\u0026A event. The filing incorporates disclosure from the Introductory Note, indicating a material acquisition or disposition has been completed. This is a standard Item 2.01 disclosure and qualifies as material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"},{"id":15487,"accession_number":"0001213900-26-076435","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"CEPT notified NASDAQ on July 1, 2026 requesting suspension of trading of its Class A ordinary shares effective July 2, 2026, and filed a Form 25 to delist the shares under Section 12(b) of the Exchange Act. The company also intends to file a Form 15 to deregister the shares and suspend SEC reporting obligations. This is a material delisting event triggered by the consummation of a business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"},{"id":15488,"accession_number":"0001213900-26-076435","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes a private placement (PIPE) of 19,735,000 CEPT Class A Ordinary Shares at $10.00 per share for $197 million in aggregate proceeds, executed pursuant to subscription agreements with PIPE Investors. The shares were issued in reliance on Section 4(a)(2) of the Securities Act without registration, which is the hallmark of a dilutive unregistered equity issuance. The magnitude ($197 million) and timing (contemporaneous with a business combination) make this material to investors assessing the registrant's capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"},{"id":15489,"accession_number":"0001213900-26-076435","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses material modifications to security holder rights by incorporating Item 2.01 (which typically covers M\u0026A activity, plan of acquisition, or similar transactions). Without access to the Item 2.01 content, the specific nature of the modification cannot be determined. The incorporation-by-reference structure suggests a material event affecting shareholder rights, but the domain and precise event type remain unclear pending review of Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"},{"id":15490,"accession_number":"0001213900-26-076435","item_number":"5.01","item_title":"Changes in Control of Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a change of control resulting from a business combination merger in which CEPT merged with and into CEPT Merger Sub, with the merger subsidiary becoming a wholly-owned subsidiary of Pubco. This constitutes a material acquisition/change of control event. While Item 5.01 is cited, the substance is a merger transaction that would typically be disclosed under Item 2.01 (which is incorporated by reference), making this a material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"},{"id":15491,"accession_number":"0001213900-26-076435","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Brandon G. Lutnick ceased to be Chairman and Chief Executive Officer, Jane Novak ceased to be Chief Financial Officer, and four directors (Danny H. Salinas, Robert G. Sharp, Louis Zurita, and Dr. Mukesh Prasad) ceased to hold their positions in connection with the consummation of a Business Combination. These are material departures of senior executives and board members that would significantly affect investor assessment of the registrant's leadership and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"},{"id":15492,"accession_number":"0001213900-26-076435","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The disclosure announces the commencement of public trading of the company's common stock on the NYSE under ticker \"SECZ\" on July 2, 2026. This represents a material operational milestone—the transition from private to public company status—but does not fit a specific named event type. The event is clearly operational/strategic in nature and material to investors, warranting classification as operational_other rather than other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"},{"id":15493,"accession_number":"0001213900-26-076435","item_number":"8.01","item_title":"Other Events","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure reports that 6,842,508 shares of CEPT Ordinary Shares were redeemed in connection with a \"Business Combination,\" and the signature block identifies the filer as \"PINECREST MERGER SUB (as successor by merger to Cantor Equity Partners II, Inc.).\" This indicates completion of a merger transaction, which is a material acquisition/change of control event. The redemption of a substantial number of shares in connection with the business combination is a typical feature of SPAC merger closings.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:58:45.604421+00:00","company_name":"Cantor Equity Partners II, Inc.","ticker":"CEPT","filing_date":"2026-07-08"}]}