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Securitize, Inc. outlines its proposed merger with Cantor Equity Partners II (Nasdaq: CEPT) and presents its tokenization business strategy and forecasts. The deal would combine Securitize with CEPT’s SPAC, valuing Securitize at $1.25 billion, with CEPT holding $244 million in its trust and no public or sponsor warrants. All existing Securitize equity will roll into the new public company, and a fully committed PIPE of $225 million in common stock is planned, with no secondary sales or cash-out for current holders.
Securitize describes itself as a vertically integrated, fully regulated tokenization platform serving blue-chip clients like BlackRock, Apollo and Hamilton Lane, with $4.6 billion in assets under management and about 25% share of the real‑world‑asset tokenization market. Management reports revenue has grown about 10x over the last six quarters and that the company was profitable in 2025 with roughly 24–30% EBITDA margins.
For 2026, Securitize projects AUM rising to $9 billion and revenue increasing from $69 million in 2025 to $110 million, with EBITDA expected to reach $32 million. The growth plan centers on tokenized treasuries, tokenized funds, and native tokenization of public equities, while expanding integrations across blockchains, DeFi protocols, custodians and asset managers.
Cantor Equity Partners II (CEPT)November 12, 2025, Pubco confidentially submitted a Draft Registration Statement on Form S-4 to the SEC in connection with CEPT’s proposed business combination with Securitize, Inc.
Under the Business Combination Agreement, CEPT will merge with a Pubco subsidiary and Securitize will merge with a CEPT subsidiary. After closing, Securitize will be a wholly owned subsidiary of Pubco and Pubco will become publicly traded, all subject to the agreement’s conditions.
Pubco and Securitize plan to publicly file the Form S-4, including a proxy statement/prospectus. CEPT shareholders will receive definitive materials as of a record date to be set for voting on the transaction.
Cantor Equity Partners II, Inc. (CEPT) announced a key step toward its planned merger with Securitize. CEPT and Securitize issued a joint release stating that Pubco confidentially submitted a Draft Registration Statement on Form S-4 to the SEC on November 12, 2025, tied to their previously signed Business Combination Agreement dated October 27, 2025.
Under the contemplated structure, CEPT will merge into a Pubco subsidiary and Securitize will merge into a CEPT subsidiary, resulting in Securitize becoming a wholly‑owned subsidiary of Pubco and Pubco becoming a publicly traded company, all subject to the agreement’s conditions. A public S‑4 is expected to include CEPT’s preliminary proxy and a prospectus; definitive materials will be mailed to CEPT shareholders for a vote. The notice reiterates standard cautions: no offer or solicitation, no regulatory approval yet, and forward‑looking statements with risks including shareholder approvals, redemptions, listing outcomes, and completion of any related private placement.
Cantor Equity Partners II, Inc. (CEPT)Securitize, Inc. have signed a Business Combination Agreement to take Securitize public via a new holding company, Securitize Holdings, Inc. (Pubco). The parties plan to file a Form S-4 including a proxy statement/prospectus, alongside a concurrent PIPE of CEPT Class A ordinary shares.
In an interview, Securitize’s CEO said the deal values the company at $1.25 billion pre‑money, with an SEC review expected to take “two to three months” before a shareholder vote, targeting a listing “early next year.” He noted CEPT’s SPAC structure has no warrants or rights, only common and sponsor shares. He also stated revenue grew ninefold over 18 months, the company has been profitable for two years, and it forecasts around $69 million in revenue and profitability in 2025.
The PIPE securities referenced have not been registered and may only be sold pursuant to registration or an applicable exemption.
Cantor Equity Partners II, Inc. (CEPT) filed a Rule 425 communication highlighting its proposed business combination with Securitize, Inc. and Securitize Holdings, Inc. (Pubco). The filing shares media interviews where the parties discuss the SPAC deal, which was described as valuing Securitize at $1.25 billion, alongside a concurrent PIPE.
Securitize’s CEO outlined plans to file a Form S-4 for the transaction and described Pubco’s path to becoming publicly traded, subject to review. He also discussed Securitize’s tokenization platform and noted an initiative to launch a tokenized CLO fund with a $100 million seed allocation, while emphasizing that tokenization updates market ledgers without changing investor eligibility rules. The communication reiterates standard caveats, including that no offer or solicitation is being made and that the SEC has not approved the transactions.
Cantor Equity Partners II (NASDAQ: CEPT) announced a definitive agreement to merge with Securitize, Inc. via a two-step transaction that will create a publicly traded Pubco. CEPT will merge into a Pubco subsidiary, followed by Securitize merging into another subsidiary, making both wholly owned by Pubco.
The deal sets Securitize’s Equity Value at $1.25 billion (subject to adjustments). Securitize stockholders will receive Pubco common stock based on a formula tied to that value and may earn up to 6,250,000 earn‑out shares if Pubco’s VWAP exceeds $15.00, $20.00, and $25.00 for 20 of 30 trading days after
Shareholder approvals, an effective Form S-4, and a national exchange listing for Pubco are required. Sponsors agreed to potential surrender of up to 30% of CEPT Class B shares and a 180‑day lock‑up with VWAP‑based early releases. Securitize holders will also be subject to 180‑day lock‑ups with tiered VWAP releases. The PIPE shares are to be issued under Section 4(a)(2)/Reg D.
Cantor Equity Partners II, Inc. (CEPT) entered a Business Combination Agreement with Securitize, Inc. The deal uses a two‑step structure: CEPT will merge into a Pubco subsidiary, then Securitize will merge into a CEPT subsidiary, making both survivors wholly owned by Pubco. Upon closing, Pubco is expected to be a publicly traded company, subject to customary conditions.
The agreement sets Securitize’s equity value at $1.25 billion (subject to adjustments). Securitize stockholders will receive Pubco common stock based on the agreement’s formula and may earn up to 6,250,000 additional Pubco shares if Pubco’s VWAP exceeds $15.00, $20.00, and $25.00 for 20 of 30 trading days, each hurdle releasing one‑third of the earn‑out.
Concurrently, PIPE investors agreed to purchase 22.5 million CEPT Class A shares at $10.00 per share for an aggregate $225 million. Closing conditions include CEPT shareholder approval, an effective S‑4, stock exchange listing approval for Pubco shares, and a minimum $100 million in gross PIPE proceeds. Sponsor and Securitize holders agreed to support, lock‑ups, and additional earn‑out mechanics, with specified early‑release events.
Cantor Equity Partners II, Inc. (CEPT) filed a Rule 425 communication regarding its proposed business combination with Securitize, Inc. and a new holding company, Securitize Holdings, Inc. (Pubco), following the Business Combination Agreement dated October 27, 2025.
CEPT and Securitize plan to file a Form S-4 that will include CEPT’s proxy statement and a prospectus for the transaction, along with a concurrent private placement (PIPE) of Class A ordinary shares of CEPT. A definitive proxy statement will be mailed to CEPT shareholders as of a record date to be set. The PIPE shares have not been registered under the Securities Act and may only be sold pursuant to registration or an available exemption.
The communication highlights standard forward-looking statements and risks, including closing conditions, shareholder approval, potential redemptions, listing outcomes for Pubco, and regulatory and market uncertainties related to digital assets.
Cantor Equity Partners II (NASDAQ: CEPT) announced a definitive Business Combination Agreement with Securitize to create a new publicly traded parent, Pubco. The structure includes two mergers: CEPT will merge into a Cayman subsidiary and its holders of Class A ordinary shares will receive Pubco common stock, while Securitize will merge into a Delaware subsidiary and its stockholders will receive Pubco common stock.
The deal is supported by a $225 million PIPE at $10.00 per share, with net proceeds to Pubco earmarked for transaction expenses, working capital and general corporate purposes. CEPT, Pubco and Securitize may pursue additional private financings. The parties will file an S-4 registration statement containing a proxy statement/prospectus for CEPT’s shareholder vote. The information is furnished under Regulation FD and includes a press release and investor presentation as exhibits.
Cantor Equity Partners II, Inc. (CEPT) announced a Business Combination Agreement with Securitize, Inc. to form a new publicly traded parent, Pubco, subject to closing conditions. The structure includes two mergers: CEPT will merge into a Cayman subsidiary with a share exchange (Class B ordinary shares convert 1-for-1 into Class A, then CEPT Class A converts 1-for-1 into Pubco common stock, excluding any redeemed shares), and Securitize will merge into a Delaware subsidiary with Securitize stockholders receiving Pubco common stock.
Concurrently, certain PIPE investors agreed to purchase CEPT Class A ordinary shares totaling
The parties plan to file a Form S-4 with a proxy statement/prospectus for CEPT shareholder approval. The information was furnished under Regulation FD.
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