UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 8, 2026 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Directors.
Effective May 8, 2026, the board of directors (the “Board”) of Cantor Equity Partners II, Inc. (the “Company”) appointed Dr. Mukesh Prasad as a member of the Board. Dr. Prasad will serve as a Class II director. Additionally, effective May 8, 2026, the Board appointed Dr. Prasad as a member of the audit committee of the Board and a member of the compensation committee of the Board.
Dr. Prasad, age 55, is an accomplished executive with comprehensive experience in finance, investing and medicine. Since 2014, Dr. Prasad has served as Founder and Co-Managing Partner of Innova Capital Partners (“Innova”), a private global investment firm with a strategy predicated on identifying disruptive innovations. Dr. Prasad is responsible for the strategic growth and capital resources for Innova. Dr. Prasad has also served as a director of Cantor Equity Partners V, Inc. since November 2025. Dr. Prasad is also an Otolaryngologist at Weill Cornell Medical College, where he has practiced and served as Associate Professor of Clinical Otolaryngology and Head and Neck Surgery since 2002. Dr. Prasad also served on the institution’s Operating Board, Finance Committee, and as Chair of the Weill Cornell General Faculty Council from 2016 to 2018. Dr. Prasad obtained his bachelor’s degree, with honors, in Government from Harvard College, with a focus on Economic and Social Policies, and a Doctorate in Medicine from The Johns Hopkins College of Medicine. Dr. Prasad completed his Otolaryngology and Head & Neck Surgery training at New York Presbyterian and Memorial Sloan Kettering Hospitals. Dr. Prasad has been a Member of the Council on Foreign Relations since 2015. The Company believes that Dr. Prasad is qualified to serve as a member of the Board due to his extensive experience in finance and investing.
In connection with the appointment of Dr. Prasad, the Board approved the compensation to be paid to Dr. Prasad for serving as a member of the Board of $50,000 per year, paid quarterly.
There are no family relationships between Dr. Prasad and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 8, 2026
| ANTOR EQUITY PARTNERS II, INC. | ||
| By: | /s/ Brandon G. Lutnick | |
| Name: | Brandon G. Lutnick | |
| Title: | Chief Executive Officer | |
[Signature Page to Form 8-K of Cantor Equity Partners II, Inc. – Appointment of Dr. Mukesh Prasad as Director]
2