UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE
OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY
TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934.
Commission File Number:
001-42630
Cantor Equity Partners
II, Inc.
(Exact name of registrant
as specified in its charter)
78 SW 7th
Street, Suite 500
Miami, FL 33130
(646) 918-5012
(Address, including
zip code, and telephone number, including area code, of
registrant’s
principal executive offices)
Class A ordinary shares,
par value $0.0001 per share
(Title of each class
of securities covered by this Form)
None
(Titles of all other
classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please
place an ☒ in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) |
|
☒ |
| Rule 12g-4(a)(2) |
|
☐ |
| Rule 12h-3(b)(1)(i) |
|
☒ |
| Rule 12h-3(b)(1)(ii) |
|
☐ |
| Rule 15d-6 |
|
☐ |
| Rule 15d-22(b) |
|
☐ |
Approximate number of
holders of record as of the certification or notice date: None*
| |
* |
Effective as of July 1, 2026, Cantor Equity Partners II, Inc. (“CEPT”), Securitize Inc. (“Securitize”), Securitize Corp. (f/k/a Securitize Holdings, Inc.) (“PubCo”), Pinecrest Merger Sub, a wholly owned subsidiary of PubCo (“CEPT Merger Seb”) and Senna Merger Sub, Inc., a wholly owned subsidiary of CEPT (“Securitize Merger Sub”) consummated the previously announced business combination (the “Business Combination”). As part of the Business Combination transactions, CEPT merged with and into CEPT Merger Sub with CEPT Merger Sub surviving as a wholly-owned subsidiary of PubCo (the “Merger”). This Form 15 relates solely to the reporting obligations of CEPT under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and does not affect the reporting obligations of Pubco under the Exchange Act. |
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has caused this certification/notice to be signed on its behalf by the undersigned
duly authorized person.
| |
PINECREST MERGER SUB
(as successor by merger to
Cantor Equity Partners II, Inc.) |
| |
|
|
| Date: July 13, 2026 |
By: |
/s/ Carlos Domingo |
| |
Name: |
Carlos Domingo |
| |
Title: |
Director |
