Results

Cantor Equity Partners II Inc.

11/13/2025 | Press release | Distributed by Public on 11/13/2025 07:17

Material Event (Form 8-K)

FOR IMMEDIATE RELEASE

Securitize and Cantor Equity Partners II Announce Confidential Submission of Draft Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission

MIAMI and NEW YORK - November 13, 2025 - Securitize, Inc. ("Securitize" or the "Company"), the world's leading platform1 for tokenizing real-world assets, and Cantor Equity Partners II, Inc. (Nasdaq: CEPT) ("CEPT"), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, today announced that on November 12, 2025, Securitize Holdings, Inc. ("Pubco"), a wholly-owned subsidiary of Securitize, confidentially submitted a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission ("SEC").

The draft registration statement relates to the previously announced proposed business combination between Securitize and CEPT. Upon completion of the proposed transaction, the combined company will be renamed Securitize Corp. and is expected to trade on Nasdaq under the ticker symbol "SECZ."

Carlos Domingo, Co-Founder and Chief Executive Officer of Securitize, said:

"The confidential submission of our S-4 marks another important milestone toward bringing tokenization to the public markets. For eight years, we've built the regulatory infrastructure, technology, and partnerships to power the next generation of finance and we're proud to take this next step with Cantor as we work to make regulated, onchain finance accessible to institutions and investors around the world."

The completion of the proposed transaction remains subject to customary closing conditions, including the approval of CEPT shareholders and the effectiveness of the registration statement.

###

1 https://app.rwa.xyz/platforms (Oct 2025)

About Securitize

Securitize is tokenizing the world with $4B+ AUM (as of Oct 2025) through tokenized funds and equities in partnership with top-tier asset managers, such as Apollo, BlackRock, Hamilton Lane, KKR, VanEck and others. Securitize, through its subsidiaries, is a SEC-registered broker dealer, digital transfer agent, fund administrator and operator of a SEC-regulated Alternative Trading System (ATS). Securitize has also been recognized as a 2025 Forbes Top 50 Fintech company.

For more information, please visit:
Website | X/Twitter | LinkedIn

Contacts:

Investor

[email protected]

Media

Tom Murphy
[email protected].

About Cantor Equity Partners II

Cantor Equity Partners II, Inc. (Nasdaq: CEPT) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities. CEPT is led by Chairman and Chief Executive Officer Brandon Lutnick and sponsored by an affiliate of Cantor Fitzgerald.

About Cantor Fitzgerald L.P.

Cantor Fitzgerald, with more than 14,000 employees, is a leading global financial services and real estate services holding company and a proven and resilient leader for more than 79 years. Its diverse group of global companies provides a wide range of products and services, including investment banking, asset and investment management, capital markets, prime services, research, digital assets, data, financial and commodities brokerage, trade execution, clearing, settlement, advisory, financial technology, custodial, commercial real estate advisory and servicing, and more.

Important Information and Where to Find It

In connection with the proposed transactions, Pubco is expected to publicly file a registration statement on Form S-4 with the SEC, that will include a prospectus with respect to certain of the securities to be issued in connection with the proposed transactions and a proxy statement with respect to the shareholder meeting of CEPT to vote on the proposed transactions. Shareholders of CEPT and other interested persons are encouraged to read, when publicly available, the preliminary proxy statement / prospectus as well as other documents to be filed with the SEC because these documents will contain important information about Securitize, CEPT and the proposed transactions. After the registration statement is declared effective, the definitive proxy statement and other relevant documents will be mailed to shareholders of CEPT as of a record date to be established for voting on the proposed transactions. Once available, shareholders of CEPT will also be able to obtain a copy of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to the media contacts below. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC's website (www.sec.gov).

2

Participants in the Solicitation

CEPT, Pubco, Securitize and their respective directors, executive officers, and certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEPT's shareholders in connection with the proposed transactions. A list of the names of such persons, and information regarding their interests in the proposed transactions and their ownership of CEPT's securities are, or will be, contained in CEPT's filings with the SEC, including CEPT's final prospectus dated May 1, 2025 (the "CEPT IPO Prospectus"), which was filed on May 2, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from CEPT's shareholders in connection with the proposed transactions, including the names and interests of CEPT's, Pubco's and Securitize's directors and executive officers, will be set forth in the proxy statement/prospectus, which is expected to be filed by Pubco, Securitize and CEPT, as applicable, with the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

Cantor Equity Partners II Inc. published this content on November 13, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 13, 2025 at 13:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]