# Cantor Equity Partners II, Inc. (CEPT) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_090dee062367d15dc4b3 · retrieved 2026-08-11T16:10:45.527Z

## Overview
Securitize, Inc. is a fintech company that provides digital asset and tokenization services, including transfer agent and platform services for tokenized equities that can trade on both traditional and blockchain rails.

Securitize, Inc. and Cantor Equity Partners II, Inc. (Nasdaq: CEPT), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, entered into a definitive business combination agreement announced on October 28, 2025. Upon closing, the combined company, Securitize Holdings, Inc., is expected to become publicly listed on NYSE or Nasdaq under the ticker symbol "SECZ". The Proposed Business Combination is expected to be completed in the first half of 2026, subject to regulatory approvals, approval by CEPT's shareholders, and other customary closing conditions. As part of the transaction, Securitize plans to tokenize its own equity using its own transfer agent and platform, offering both traditional equities within DTCC rails and tokenized versions on blockchain rails.

## Terms
- Counterparty: Cantor Equity Partners II, Inc. · Consideration: stock · Price/share: $10

## Key dates
- Announced 2026-06-05 · Record 2026-05-11 · Vote 2026-06-29 · Expected close 2026-06-30

## Timeline
- 2026-01-28 · 425 (0001213900-26-008955): 425 - Cantor Equity Partners II, Inc. — *Securitize is a tokenized real-world assets platform with $4B+ AUM as of November 2025, operating as a SEC-registered broker dealer, digital transfer agent, fund administrator, and operator of a SEC-regulated Alternative Trading System (ATS).* Securitize, Inc., a tokenized real-world assets platform, and Cantor Equity Partners II, Inc. (Nasdaq: CEPT), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, announced the public filing of a Form S-4 registration statement for their proposed business combination. Securitize Holdings, Inc., a wholly owned subsidiary of Securitize, filed the registration statement with the SEC. The filing includes a combined proxy statement/prospectus and updated financial information showing Securitize reported total revenue of $55.6 million for the nine months ended September 30, 2025 (an 841% increase from $5.9 million in the prior-year period) and $18.8 million for the year ended December 31, 2024 (a 129% increase from $8.2 million in 2023). Completion of the proposed business combination is subject to customary closing conditions, including approval by CEPT's shareholders and effectiveness of the Registration Statement, upon which Securitize Holdings, Inc. is expected to become a publicly listed company.
  https://www.sec.gov/Archives/edgar/data/2034269/0001213900-26-008955.txt
- 2026-03-05 · 425 (0000950103-26-003337): 425 - Cantor Equity Partners II, Inc. — *Securitize, Inc. is a fintech company that provides digital asset and tokenization services, including transfer agent and platform services for tokenized equities that can trade on both traditional and blockchain rails.* Securitize, Inc. and Cantor Equity Partners II, Inc. (Nasdaq: CEPT), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, entered into a definitive business combination agreement announced on October 28, 2025. Upon closing, the combined company, Securitize Holdings, Inc., is expected to become publicly listed on NYSE or Nasdaq under the ticker symbol "SECZ". The Proposed Business Combination is expected to be completed in the first half of 2026, subject to regulatory approvals, approval by CEPT's shareholders, and other customary closing conditions. As part of the transaction, Securitize plans to tokenize its own equity using its own transfer agent and platform, offering both traditional equities within DTCC rails and tokenized versions on blockchain rails.
  https://www.sec.gov/Archives/edgar/data/2034269/0000950103-26-003337.txt
- 2026-06-05 · 425 (0000950103-26-008613): 425 - Cantor Equity Partners II, Inc. — *Securitize is a tokenization infrastructure provider for institutional capital markets, operating as a SEC-registered broker-dealer, digital transfer agent, and fund administrator with $4B+ AUM as of April 2026.* On October 27, 2025, Securitize, Inc. and Cantor Equity Partners II, Inc. (CEPT), a SPAC sponsored by an affiliate of Cantor Fitzgerald, entered into a Business Combination Agreement with Securitize Holdings, Inc. (Pubco) and merger subsidiaries. On June 5, 2026, the SEC declared effective the Form S-4 registration statement filed by Pubco. The proposed business combination will be submitted to CEPT shareholders of record as of May 11, 2026, for approval at a special meeting scheduled for June 29, 2026, and if approved, is expected to close shortly thereafter. Upon closing, the combined company is expected to operate under the name Securitize Corp. and trade on the NYSE under the ticker symbol "SECZ."
  https://www.sec.gov/Archives/edgar/data/2034269/0000950103-26-008613.txt
- 2026-06-05 · DEFM14A (0001213900-26-065822): DEFM14A - Cantor Equity Partners II, Inc. — *Securitize, Inc. is a Delaware corporation providing digital asset and blockchain-related services; CEPT is a Cayman Islands blank-check company formed to effect a merger or business combination with one or more operating businesses.* On October 27, 2025, Cantor Equity Partners II, Inc. (CEPT), a Cayman Islands blank-check company, entered into a business combination agreement with Securitize, Inc., Securitize Holdings, Inc. (PubCo), and merger subsidiaries. The transaction contemplates two sequential mergers: (i) CEPT merges into SPAC Merger Sub (a PubCo subsidiary), with CEPT Class B shareholders receiving one Class A share per Class B share, followed by conversion of Class A shares into PubCo Common Stock at a 1:1 ratio; and (ii) Company Merger Sub merges into Securitize, with Securitize stockholders receiving PubCo Common Stock in exchange for their Securitize shares. Upon closing, PubCo will become a publicly traded company with Securitize and SPAC Merger Sub as wholly-owned subsidiaries. Contemporaneously, PIPE investors committed to purchase 22,500,000 shares at $10.00 per share for $225 million in a private placement immediately prior to the CEPT Merger. The aggregate consideration to Securitize Common Stockholders is approximately $444 million and to Securitize Preferred Stockholders is approximately $738.5 million, each valued at $10.00 per share. PubCo Common Stock is expected to trade on NYSE or another national securities exchange under the symbol "SECZ."
  https://www.sec.gov/Archives/edgar/data/2034269/0001213900-26-065822.txt

## Citations
- 0001213900-26-008955 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026008955
- 0000950103-26-003337 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326003337
- 0000950103-26-008613 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326008613
- 0001213900-26-065822 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026065822