Cantor Equity Partners II, Inc. SEC Filings

Cantor Equity Partners II, Inc. (CEPT) has completed its business combination with Securitize, with CEPT merging into Pinecrest Merger Sub, which is now a wholly owned subsidiary of Securitize Holdings, Inc. (Pubco). As part of the deal, Pubco raised $197 million by issuing 19,735,000 CEPT Class A ordinary shares at $10.00 per share in a private PIPE financing. CEPT has requested delisting of its Class A ordinary shares from Nasdaq and plans to deregister them, while Pubco’s common stock began trading on the New York Stock Exchange under the ticker SECZ on July 2, 2026. A change in control occurred, former CEPT executives and directors resigned, and holders of 6,842,508 CEPT ordinary shares redeemed their shares in connection with the transaction.

Cantor Equity Partners II, Inc. filed a Form 25 notifying the removal of its Class A Ordinary Share from listing and registration on the Nasdaq Stock Market LLC. Nasdaq certifies it complied with the rule procedures under 17 CFR 240.12d2-2 and the issuer complied with exchange requirements.

Cantor Equity Partners II, Inc. (CEPT) reported that shareholders approved all proposals related to its business combination with Securitize, Inc. and Securitize Holdings, Inc. at an extraordinary general meeting. The business combination agreement and related merger steps, including the CEPT Merger and Securitize Merger, each received sufficient votes to pass.

Governance changes for the future PubCo, such as a classified board, plurality voting, special meeting and quorum rules, notice periods, and exclusive forum provisions, were also approved on a non-binding advisory basis. Shareholders approved Nasdaq Rule 5635 share issuance proposals, covering up to 535,000 CEPT Class A shares for sponsor debt repayment, up to 22,500,000 CEPT Class A shares for a private placement, and multiple tranches of PubCo common stock tied to the mergers, earnout, incentive plans and warrants.

In connection with the meeting, holders of 6,842,508 CEPT Class A shares elected to redeem their shares for a pro rata portion of the trust account. Approximately $72.5 will be withdrawn from the trust, or about $10.60 per redeemed share including a sponsor contribution, leaving 17,157,492 public shares outstanding. With the necessary approvals in place, CEPT states it expects the business combination to close after remaining conditions are satisfied or waived.

Securitize, Inc. issues a press release announcing expansion of its Securitize Tokenized AAA CLO Fund (STAC) onto Solana and a planned $250,000,000 allocation from Ethena Labs. The release describes STAC as a tokenized fund investing substantially all assets in U.S. dollar‑denominated AAA‑rated CLO tranches (no leverage) with BNY as custodian and sub‑adviser. The filing also reiterates Securitize's proposed business combination with Cantor Equity Partners II, Inc. and notes a CEPT shareholder special meeting scheduled for June 29, 2026.

Securitize and Cantor Equity Partners II (CEPT) announced that the Registration Statement on Form S-4 related to their proposed business combination was declared effective by the SEC on June 5, 2026. The transaction will be submitted to CEPT shareholders of record as of May 11, 2026 for a vote at a special meeting on June 29, 2026. If approved and closing conditions are satisfied, the combined company is expected to operate as Securitize Corp. and list on the NYSE under the ticker SECZ.

The press release reiterates Securitize's reported tokenization scale of $4B+ AUM (as of April 2026) and summarizes next steps: filing a final prospectus and mailing CEPT's definitive proxy statement. The announcement describes customary closing condition contingencies and identifies shareholder approval as the near-term gating item.

Cantor Equity Partners II, Inc. (CEPT) is asking shareholders to approve a business combination with Securitize, Inc. that will create a public company, PubCo, and effect related mergers and governance changes.

The proposal includes a PIPE purchase of 22,500,000 CEPT Class A shares at $10.00 per share (aggregate $225,000,000), issuance of up to 156,675,245 PubCo shares to Securitize stockholders (including up to 6,250,000 earnout shares), reservation of shares equal to 10% of post-Closing shares for incentive plans, and up to 3,829,432 PubCo shares issuable upon exercise of assumed warrants. The Meeting is scheduled for June 29, 2026. The proxy describes sponsor founder holdings (6,000,000 founder shares; 580,000 private placement shares), estimated Trust Account funds (~$248.8M) and an illustrative per-share redemption price of ~$10.51. The CEPT Board unanimously recommends voting FOR the proposals.

Securitize, Inc. reports first-quarter 2026 results and provides an update on its proposed business combination with Cantor Equity Partners II, Inc. The company reported $19.5 million in total revenue for Q1 2026, a 39% increase versus Q1 2025, and cites continued platform growth, strategic partnerships, and approximately $4B+ AUM (as of April 2026). Management notes the Proposed Business Combination with CEPT (ticker CEPT) and that the combined public company would trade as SECZ upon closing, which is expected in the first half of 2026 subject to regulatory and shareholder approvals.

Cantor Equity Partners II, Inc. Schedule 13G/A amendment filed by Meteora Capital, LLC and Vik Mittal reports 0 shares beneficially owned of Class A common stock (CUSIP G1827P106 and 0% ownership). The filing states the Reporting Persons act as investment manager for certain funds and managed accounts and disclaims that this filing should not be construed as an admission of beneficial ownership. The statement is signed by Vik Mittal on 05/15/2026.

Meteora Capital, LLC and Vik Mittal report beneficial ownership of 1,884,342 shares (7.24%) of Cantor Equity Partners II, Inc. Class A common stock as of 03/31/2026. The filing shows shared voting and shared dispositive power over these shares.