{"url_path":"/sec/cept/8-k/2026-07-08/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 ** **Unregistered Sales of Equity Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/2034269/0001213900-26-076435-index.html","accession_number":"0001213900-26-076435","cik":"0002034269","ticker":"CEPT","issuer_name":"Cantor Equity Partners II, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034269/0001213900-26-076435-index.html","primary_entity_key":"0002034269","primary_entity_name":"Cantor Equity Partners II, Inc."},"word_count":199,"has_tables":true,"body_markdown":"**Item 3.02.** **Unregistered Sales of Equity Securities**\n\n \n\nContemporaneously with the execution of the Business Combination Agreement,\non October 27, 2025, PubCo, CEPT and Securitize entered into subscription agreements (the “PIPE Subscription Agreements”)\nwith certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in a private placement,\n22,500,000 CEPT Class A Ordinary Shares (the “PIPE Shares”), at a purchase price of $10.00 per share payable in cash, for\nan aggregate purchase price of $225 million, of which only 19,735,000 shares of CEPT Class A Ordinary Shares have been issued for aggregate\nproceeds of $197 million (the “PIPE Financing”). The PIPE Financing was consummated immediately prior to the CEPT Merger.\nNone of the PIPE Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance\nupon the exemption provided in Section 4(a)(2) of the Securities Act. Pubco has granted the PIPE Investors certain customary registration\nrights in connection with the foregoing transactions. A description of the Subscription Agreements is included in the Proxy Statement\nin the section entitled “*The Business Combination — Other Transaction Agreements — PIPE Subscription Agreements*”\nbeginning on page 122, which is incorporated herein by reference.\n\n \n\n1"}