Filed
by Securitize Holdings, Inc.
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Cantor Equity Partners II, Inc.
Commission
File No. 001-42630
Subject
Company: Securitize, Inc.
Commission
File No. 333-293022-01
Date: April 8, 2026
As previously disclosed, on October 27, 2025, Cantor Equity Partners
II, Inc. (“CEPT”), a Cayman Islands exempted company, and Securitize, Inc., a Delaware corporation (“Securitize”),
entered into a Business Combination Agreement (the “Business Combination Agreement”), with Securitize Holdings, Inc.,
a Delaware corporation (“Pubco”), Pinecrest Merger Sub, a Cayman Islands exempted company (“CEPT Merger Sub”)
and Senna Merger Sub, Inc., a Delaware corporation (“Securitize Merger Sub”).
On April 8, 2026, Securitize published the following press release
on PRNewswire and Securitize.io:
Securitize Tokenizes Nasdaq-Listed Currenc Group Inc. Ordinary Shares
Currenc ordinary shares launch on Ethereum and Solana,
unlocking a new platform for public equity onchain
MIAMI and SINGAPORE, April 8, 2026 /PRNewswire/ -- Securitize
(which has announced a proposed business combination with Cantor Equity Partners II, Inc. (Nasdaq: CEPT)), the leader in real-world
asset tokenization, today announced that Currenc Group Inc. (Nasdaq: CURR) has tokenized its ordinary shares on the Securitize
platform, bringing tokenized public company shares onchain across both Ethereum and Solana.
By bringing its ordinary shares onchain, Currenc is advancing an existing
model for public markets in which shares are not only digitally represented, but potentially more functional within a modern financial
system. Tokenized Currenc ordinary shares are expected to offer broader convenience, including 24/7 trading, lower-cost transactions,
fractional ownership, and integration with decentralized finance infrastructure and algorithmic strategies.
"By bringing Currenc shares onchain, we are working toward a model
where shareholders could access 24/7 markets, participate globally, use their holdings more efficiently, and potentially unlock new forms
of utility including collateralization and automated trading," said Alex Kong, Founder and Chief Executive Officer of Currenc Group. "We
believe this is an important step toward a more open and functional future for public markets."
"With Currenc, we are continuing to show what issuer-led tokenization can
look like when the token represents the real security and the company is actively involved in the process," said Carlos
Domingo, Co-Founder and CEO of Securitize. "This is about more than putting shares on a blockchain. We are working toward a market
structure where public equities can move globally, trade more efficiently, and become more interoperable with the next generation of financial
infrastructure."
A core part of the Currenc vision is expanding both the utility and
accessibility of public equity once it is brought onchain. Tokenized shares can be used as collateral in lending protocols, integrated
into automated liquidity environments such as AMMs, and incorporated into smart contract-based portfolio strategies. At the same time,
onchain shares can support fractional ownership to six decimal places and enable 24/7 global market access across Asia, Europe, and the
United States, making the asset potentially more flexible and broadly accessible to investors.
Currenc is a fintech company focused on cross-border payments,
e-wallet infrastructure, and AI-powered enterprise tools for financial institutions. The company has also announced a proposed reverse
merger with Animoca Brands, which would result in a Nasdaq-listed company with exposure across digital assets, gaming, AI, decentralized finance,
and blockchain infrastructure. The Animoca Transaction remains subject to, among other things, the negotiation of definitive documents,
applicable regulatory approvals, shareholder approvals, and satisfaction of customary closing conditions, and there can be no assurance
that the Animoca Transaction will be completed on the anticipated terms or timeline, or at all. Additional information regarding the Animoca
Transaction is available in the company's filings with the SEC.
To learn more about Currenc's tokenized ordinary shares and access
onchain public markets through Stocks on Securitize, investors can visit securitize.io to explore the offering, review
eligibility requirements, and begin onboarding to the platform.
About Securitize
Securitize, the world's leader in tokenizing real-world assets with $4B+ AUM (as of November 2025), is bringing the world onchain through
tokenized funds in partnership with top-tier asset managers, such as Apollo, BlackRock, BNY, Hamilton Lane, KKR, VanEck and others.
In the U.S., Securitize operates through its affiliates, including SEC-registered broker-dealer Securitize Markets, LLC, SEC-registered
transfer agent Securitize, Inc., and Securitize Markets ATS, LLC, operator of an SEC-regulated Alternative Trading System (ATS), as well
as providing fund administration services. In Europe, Securitize operates through its affiliate Securitize Europe Brokerage and Markets,
S.A., which is fully authorized as an Investment Firm and operates a Trading & Settlement System (TSS) under the EU DLT Pilot Regime,
making Securitize the only company licensed to operate regulated digital-securities infrastructure across both the U.S. and EU. Securitize
has also been recognized as a 2026 Forbes Top 50 Fintech company.
For more information, please visit:
Website | X/Twitter | LinkedIn
About Currenc Group Inc.
Currenc Group Inc. (Nasdaq: CURR) is a fintech pioneer dedicated to transforming global financial services through
artificial intelligence (AI). The Company empowers financial institutions worldwide with comprehensive AI solutions, including SEAMLESS
AI Call Centre and other AI-powered Agents designed to reduce costs, increase efficiency and boost customer satisfaction for banks, insurance,
telecommunications companies, government agencies and other financial institutions. The Company's digital remittance platform also enables
e-wallets, remittance companies, and corporations to provide real-time, 24/7 global payment services, advancing financial access across
underserved communities.
Background Information on Securitize's Business Combination
On October 28, 2025, Securitize, Inc. ("Securitize")
and Cantor Equity Partners II, Inc. (Nasdaq: CEPT) ("CEPT"), a special purpose acquisition company sponsored by
an affiliate of Cantor Fitzgerald, announced that they entered into a definitive business combination agreement for a proposed business
combination (the "Proposed Business Combination"). Upon closing of the Proposed Business Combination, the combined company,
Securitize Holdings, Inc. ("Pubco"), is expected to become publicly listed on NYSE or Nasdaq under the ticker symbol "SECZ".
The Proposed Business Combination is expected to be completed in the
first half of 2026, subject to regulatory approvals, approval by CEPT's shareholders, and other customary closing conditions. Additional
information about the Proposed Business Combination, including a copy of the business combination agreement, is available in the Current
Report on Form 8-K filed by CEPT, and in the registration statement on Form S-4 filed by Securitize and Pubco with the U.S. Securities
and Exchange Commission (the "SEC") and available at www.sec.gov.
Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the U.S. federal securities laws, including statements regarding the proposed business combination involving Securitize,
CEPT and Pubco, the anticipated listing of Pubco on NYSE or Nasdaq under the ticker symbol "SECZ," the expected timing and completion
of the Proposed Business Combination, the anticipated benefits of the Proposed Business Combination, Securitize's growth strategy and
expansion plans, market opportunity in tokenization and digital assets, regulatory developments, and future financial performance.
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. These statements are based on
management's current expectations and assumptions and are subject to risks and uncertainties.
Many factors could cause actual results to differ materially from those
described in these forward-looking statements, including, but not limited to: the risk that the Proposed Business Combination may not
be completed in a timely manner or at all; the failure to satisfy closing conditions, including CEPT shareholder approval; the level of
redemptions by CEPT's public shareholders; the ability of Pubco to meet the requisite NYSE or Nasdaq listing standards; regulatory developments
relating to digital assets and tokenization; market volatility; competition; and those risks factors described in the filings of
Securitize, CEPT and/or Pubco with the SEC.
Forward-looking statements speak only as of the date they are made.
None of Securitize, CEPT or Pubco undertakes any obligation to update or revise any forward-looking statements, except as required by
law.
Important Information and Where to Find It
In connection with the Proposed Business Combination, Securitize and
Pubco have filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which includes a preliminary
prospectus with respect to the securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement
with respect to the shareholder meeting of CEPT to vote on the Proposed Business Combination. After the Registration Statement has been
declared effective, CEPT will mail a definitive proxy statement to its shareholders as of the record date established for voting on the
Proposed Business Combination. CEPT shareholders and other interested persons are urged to read the Registration Statement, including
the preliminary proxy statement/prospectus contained therein and any amendments thereto, and, when available, the definitive proxy statement/prospectus,
along with other documents filed with the SEC by Securitize, CEPT and/or Pubco, because these documents contain important information
about Securitize, CEPT, Pubco and the Proposed Business Combination. Copies of these documents may be obtained free of charge at the SEC's
website at www.sec.gov.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED
OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED BUSINESS COMBINATION OR
RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
Participants in the Solicitation
Securitize, CEPT, Pubco and their respective directors, executive officers
and certain 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 Business Combination. Information regarding the names and interests of such persons
is, or will be, contained in the filings of Securitize, CEPT and/or Pubco with the SEC, including the Registration Statement and the proxy
statement/prospectus.
No Offer or Solicitation
This press release is for informational purposes only and does not
constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Proposed Business Combination, nor shall it constitute an offer to sell or a solicitation of an offer to buy any securities. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Securitize Media Contact:
Tom Murphy
Tom.murphy@securitize.io
+1 (973) 647-9421
Investor Relations
investor.relations@securitize.io
SOURCE Securitize
On April 8, 2026, Securitize posted the following on X:

On April 8, 2026, Securitize posted the following on LinkedIn:

***
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.
Background Information on Securitize’s Business Combination
On October 28, 2025, Securitize, Inc. (“Securitize”) and
Cantor Equity Partners II, Inc. (Nasdaq: CEPT) (“CEPT”), a special purpose acquisition company sponsored by an affiliate of
Cantor Fitzgerald, announced that they entered into a definitive business combination agreement for a proposed business combination (the
“Proposed Business Combination”). Upon closing of the Proposed Business Combination, the combined company, Securitize Holdings,
Inc. (“Pubco”), is expected to become publicly listed on NYSE or Nasdaq under the ticker symbol “SECZ”.
The Proposed Business Combination is expected to be completed in the
first half of 2026, subject to regulatory approvals, approval by CEPT’s shareholders, and other customary closing conditions. Additional
information about the Proposed Business Combination, including a copy of the business combination agreement, is available in the Current
Report on Form 8-K filed by CEPT, and in the registration statement on Form S-4 filed by Securitize and Pubco with the U.S. Securities
and Exchange Commission (the “SEC”) and available at www.sec.gov.
Forward-Looking Statements
This communication contains certain forward-looking statements within
the meaning of the U.S. federal securities laws, including statements regarding the proposed business combination involving Securitize,
CEPT and Pubco, the anticipated listing of Pubco on NYSE or Nasdaq under the ticker symbol “SECZ,” the expected timing and
completion of the Proposed Business Combination, the anticipated benefits of the Proposed Business Combination, Securitize’s growth
strategy and expansion plans, market opportunity in tokenization and digital assets, regulatory developments, and future financial performance.
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. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties.
Many factors could cause actual results to differ materially from those
described in these forward-looking statements, including, but not limited to: the risk that the Proposed Business Combination may not
be completed in a timely manner or at all; the failure to satisfy closing conditions, including CEPT shareholder approval; the level of
redemptions by CEPT’s public shareholders; the ability of Pubco to meet the requisite NYSE or Nasdaq listing standards; regulatory
developments relating to digital assets and tokenization; market volatility; competition; and those risks factors described in the filings
of Securitize, CEPT and/or Pubco with the SEC.
Forward-looking statements speak only as of the date they are made.
None of Securitize, CEPT or Pubco undertakes any obligation to update or revise any forward-looking statements, except as required by
law.
Important Information and Where to Find It
In connection with the Proposed Business Combination, Securitize and
Pubco have filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a preliminary
prospectus with respect to the securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement
with respect to the shareholder meeting of CEPT to vote on the Proposed Business Combination. After the Registration Statement has been
declared effective, CEPT will mail a definitive proxy statement to its shareholders as of the record date established for voting on the
Proposed Business Combination. CEPT shareholders and other interested persons are urged to read the Registration Statement, including
the preliminary proxy statement/prospectus contained therein and any amendments thereto, and, when available, the definitive proxy statement/prospectus,
along with other documents filed with the SEC by Securitize, CEPT and/or Pubco, because these documents contain important information
about Securitize, CEPT, Pubco and the Proposed Business Combination. Copies of these documents may be obtained free of charge at the SEC’s
website at www.sec.gov.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED
OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED BUSINESS COMBINATION OR
RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
Participants in the Solicitation
Securitize, CEPT, Pubco and their respective directors, executive officers
and certain 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 Business Combination. Information regarding the names and interests of
such persons is, or will be, contained in the filings of Securitize, CEPT and/or Pubco with the SEC, including the Registration Statement
and the proxy statement/prospectus.
No Offer or Solicitation
This communication is for informational purposes only and does not
constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Proposed Business Combination, nor shall it constitute an offer to sell or a solicitation of an offer to buy any securities. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Investor Relations
investor.relations@securitize.io
Media Contacts
Tom Murphy
tom.murphy@securitize.io
Cantor Fitzgerald
media@cantor.com