Securitize and Cantor Equity Partners II Announce Public Filing of Registration Statement on Form S-4

Rhea-AI Summary

Securitize and Cantor Equity Partners II (Nasdaq: CEPT) filed a Registration Statement on Form S-4 on Jan. 28, 2026, to advance their proposed business combination.

The filing includes updated historical financials: $55.6M revenue for nine months ended Sept 30, 2025 (+841% YoY) and $18.8M revenue for 2024 (+129% YoY versus 2023). The Registration Statement is subject to SEC review and customary closing conditions, including CEPT shareholder approval.

Positive

• Nine‑month revenue $55.6M, +841% YoY
• Full‑year 2024 revenue $18.8M, +129% YoY
• Filing advances proposed Securitize‑CEPT business combination

Negative

• Registration Statement remains subject to SEC review
• Completion requires CEPT shareholder approval and customary conditions

News Market Reaction

+3.41%

6 alerts

+3.41% News Effect

+$13M Valuation Impact

$398M Market Cap

0.8x Rel. Volume

On the day this news was published, CEPT gained 3.41%, reflecting a moderate positive market reaction. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $13M to the company's valuation, bringing the market cap to $398M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Revenue (9M 2025): $55.6 million Revenue (9M 2024): $5.9 million Revenue growth (9M): 841% +3 more

6 metrics

Revenue (9M 2025) $55.6 million For the nine months ended September 30, 2025

Revenue (9M 2024) $5.9 million For the nine months ended September 30, 2024

Revenue growth (9M) 841% Increase vs nine months ended September 30, 2024

Revenue (FY 2024) $18.8 million For the year ended December 31, 2024

Revenue (FY 2023) $8.2 million For the year ended December 31, 2023

Revenue growth (FY) 129% Increase vs year ended December 31, 2023

Market Reality Check

Price: $12.42 Vol: Volume 718,368 is very cl...

normal vol

$12.42 Last Close

Volume Volume 718,368 is very close to the 20-day average of 725,613, indicating typical trading activity ahead of this update. normal

Technical Trading above the 200-day MA of 11.15, reflecting a price level supported above longer-term trend.

Peers on Argus

CEPT gained 1.09% while key SPAC peers were mixed and mostly flat, with moves be...

CEPT gained 1.09% while key SPAC peers were mixed and mostly flat, with moves between about -0.04 and 0.09. No other peers appeared in momentum scanners, suggesting today’s move is company-specific to the Securitize S-4 progress.

Historical Context

3 past events · Latest: Nov 21 (Positive)

Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Nov 21	Investor webcast	Positive	+0.1%	Webcast outlining Securitize growth plans and SPAC combination details.
Nov 13	Draft S-4 submitted	Positive	-2.2%	Confidential submission of draft Form S-4 for the business combination.
Oct 28	Deal announcement	Positive	-3.9%	Definitive SPAC merger agreement valuing Securitize at $1.25B pre-money.

Pattern Detected

Positive Securitize combination milestones have often seen muted or negative next-day moves for CEPT, indicating a tendency toward selling or limited enthusiasm on deal updates.

Recent Company History

Over recent months, CEPT’s news flow has centered on its proposed business combination with Securitize. The definitive agreement on Oct 28, 2025 and transaction terms, including a $1.25 billion pre-money valuation and PIPE funding, were followed by modest negative price reactions. Subsequent milestones, such as the confidential Form S-4 submission on Nov 13, 2025 and an investor webcast on Nov 21, 2025, produced small, mixed moves. Today’s public S-4 filing continues this progression through the regulatory and shareholder-approval process.

Market Pulse Summary

This announcement details the public filing of a Form S-4 for CEPT’s proposed business combination w...

Analysis

This announcement details the public filing of a Form S-4 for CEPT’s proposed business combination with Securitize and highlights Securitize’s rapid revenue growth, including $55.6 million for the nine months ended September 30, 2025. It extends a sequence of deal-related milestones since the definitive agreement in October 2025. Investors may monitor SEC review progress, timing of shareholder votes, and any updates to transaction terms or financial performance as key markers for assessing the combination’s trajectory.

Key Terms

form s-4, registration statement, u.s. securities and exchange commission, proxy statement/prospectus, +1 more

5 terms

form s-4 regulatory

"has publicly filed with the U.S. Securities and Exchange Commission ... a registration statement on Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

registration statement regulatory

"has publicly filed ... a registration statement on Form S-4 (the "Registration Statement")"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

u.s. securities and exchange commission regulatory

"has publicly filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

proxy statement/prospectus regulatory

"includes a combined proxy statement/prospectus relating to the proposed business combination"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

special purpose acquisition company financial

"Cantor Equity Partners II, Inc. (Nasdaq: CEPT) ... a special purpose acquisition company"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

AI-generated analysis. Not financial advice.

MIAMI and NEW YORK, Jan. 28, 2026 /PRNewswire/ -- 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 Securitize Holdings, Inc. ("Pubco"), a wholly owned subsidiary of Securitize, has publicly filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Registration Statement") in connection with the previously announced proposed business combination between Securitize and CEPT.

This filing follows Pubco's confidential submission of a draft registration statement on Form S-4, as previously announced on November 13, 2025, and reflects ongoing progress in the SEC review process.

The Registration Statement includes a combined proxy statement/prospectus relating to the proposed business combination and contains updated historical financial information for Securitize through the period ended September 30, 2025, reflecting the Company's operating results across its tokenized securities, fund administration, and digital-asset infrastructure businesses. As disclosed in the Registration Statement:

• For the nine months ended September 30, 2025, Securitize reported total revenue of $55.6 million, representing an 841% increase compared to $5.9 million for the nine months ended September 30, 2024
• For the year ended December 31, 2024, Securitize reported total revenue of $18.8 million, representing a 129% increase compared to $8.2 million for the year ended December 31, 2023

The Registration Statement remains subject to SEC review. Completion of the proposed business combination is subject to customary closing conditions, including approval of the proposed business combination by CEPT's shareholders and the effectiveness of the Registration Statement, upon which Securitize Holdings, Inc. is expected to become a publicly listed company.

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

About Securitize

Securitize is tokenizing the world with $4B+ AUM (as of Nov. 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

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
This communication does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. In connection with the business combination, Pubco filed the Registration Statement with the SEC that includes a proxy statement/prospectus. CEPT shareholders and other interested parties are urged to read the Registration Statement and the proxy statement/prospectus when they are available, because they contain important information about Securitize, CEPT, Pubco, and the proposed transaction, including risk factors and other disclosures.

Copies of the Registration Statement and other documents filed with the SEC will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Securitize, Inc., at investor.relations@securitize.io.

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 prospectus 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, is set forth in the proxy statement/prospectus, which was 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
This press release and the information contained herein are for informational purposes only and are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEPT or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statement
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the proposed transactions involving Pubco, Securitize and CEPT, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Pubco, Securitize, CEPT and the proposed transactions and statements regarding the anticipated benefits and timing of the completion of the proposed transactions, the assets held by Pubco and Securitize, Pubco's listing on any securities exchange, the macro and political conditions surrounding digital assets, the planned business strategy, plans and use of proceeds, objectives of management for future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investors, Pubco's plan for value creation and strategic advantages, market size and growth opportunities, investor benefits, regulatory conditions, competitive position, technological and market trends, future financial condition and performance and expected financial impacts of the proposed transactions, the satisfaction of closing conditions to the proposed transactions and the level of redemptions of CEPT's public shareholders, and Pubco's and Securitize's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect the price of securities of CEPT or Pubco; the risk that the proposed transactions may not be completed by CEPT's business combination deadline; the failure by the parties to the business combination agreement to satisfy the conditions to the consummation of the proposed business combination, including the approval of CEPT's shareholders, or the PIPE investment; failure to realize the anticipated benefits of the proposed transactions; the level of redemptions of CEPT's public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares or the shares of common stock of Pubco; the lack of a third-party fairness opinion in determining whether or not to pursue the proposed business combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing of the proposed transactions; costs related to the proposed transactions and as a result of Pubco becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco's anticipated operations and business, including the highly volatile nature of the industry in which Pubco operates; risks related to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets and tokenization; risks relating to the treatment of digital assets for U.S. and foreign tax purposes; risks that after consummation of the proposed transactions, Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing Pubco's business plan (including expanding and/or growing its advisory services business) due to operational challenges, significant competition and regulation; being considered to be a "shell company" by any stock exchange on which Pubco's common stock will be listed or by the SEC, which may impact Pubco's ability to list Pubco's common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Pubco, Securitize, CEPT or others following announcement of the proposed transactions, and those risk factors discussed in documents that Pubco and/or CEPT filed, or that will be filed, with the SEC.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the final prospectus of CEPT dated as of May 1, 2025 and filed by CEPT with the SEC on May 2, 2025, CEPT's Quarterly Reports on Form 10-Q, CEPT's Annual Report on Form 10-K and the Registration Statement filed by Pubco and Securitize and the proxy statement/prospectus contained therein, and other documents filed by CEPT and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that CEPT, Securitize and Pubco do not presently know or that CEPT, Securitize and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of CEPT, Securitize or Pubco assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of CEPT, Securitize or Pubco gives any assurance that any of CEPT, Securitize or Pubco will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by CEPT, Securitize or Pubco or any other person that the events or circumstances described in such statement are material.

Investor Relations
investor.relations@securitize.io

Media Contacts

Tom Murphy
tom.murphy@securitize.io

Cantor Fitzgerald
media@cantor.com

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SOURCE Securitize

FAQ

What did Securitize and CEPT file on Jan. 28, 2026 regarding their merger?

They filed a Registration Statement on Form S-4 to advance the proposed business combination. According to Securitize, the filing includes a combined proxy/prospectus and updated historical financials through September 30, 2025, and remains under SEC review.

How much revenue did Securitize report for nine months ended Sept. 30, 2025 in the CEPT filing?

Securitize reported $55.6 million revenue for the nine months ended Sept. 30, 2025. According to Securitize, that represents an 841% increase versus the same period in 2024 and appears in the Registration Statement.

What conditions must be met for the Securitize and CEPT business combination to close?

The transaction requires SEC effectiveness of the Registration Statement and customary closing conditions. According to CEPT, shareholder approval of the proposed business combination is also required before Securitize Holdings is expected to become public.

What financial trend does the Registration Statement highlight for Securitize through 2024–2025?

The filing highlights strong revenue growth, including $18.8 million for 2024 versus $8.2 million in 2023. According to Securitize, these figures show accelerating revenue across tokenized securities, fund administration, and digital‑asset infrastructure businesses.