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: May 5, 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 May 4, 2026, Securitize published the following press release on
PRNewswire and Securitize.io:
Securitize Receives Approval to Enable Custody and Atomic Settlement
for Tokenized Securities
Becomes the First to Offer Full Stack Onchain IPO Infrastructure
Miami, FL – Securitize (which has announced a proposed
business combination with Cantor Equity Partners II, Inc. (Nasdaq: CEPT)), the leading platform for tokenizing real-world assets, today
announced it received approvals from FINRA that enable a significant expansion of its broker-dealer activities through its subsidiary,
Securitize Markets, LLC, a member of FINRA.
The expanded approval was just granted through FINRA’s Continuing
Membership Application (CMA) process, which is required for broker-dealers to introduce new business lines or material capabilities. Through
this process, Securitize Markets is now the first company to be approved to custody tokenized securities in a regular broker-dealer, enabling
it to facilitate atomic swaps and clear and settle transactions between tokenized securities and stablecoins onchain. The approval
also permits Securitize Markets to be an underwriter and selling group participant for both initial and secondary tokenized securities
offerings.
This milestone represents a major advancement for regulated digital
asset markets, unlocking real-time, onchain settlement within a fully regulated broker-dealer framework and enhances Securitize’s
trading and distribution capabilities for tokenized securities.
Historically, these transactions required a multi-step, operationally
complex process across separate accounts and intermediaries. By bringing custody and execution into the broker-dealer, Securitize can
now enable these exchanges to occur in a single, seamless transaction, significantly reducing friction and settlement risk.
“Bringing custody of tokenized securities into the broker-dealer
is a foundational unlock,” said Carlos Domingo, Co-Founder and CEO of Securitize. “It allows us to facilitate atomic settlement
transactions between securities and cash equivalents within our broker-dealer ATS, eliminating the need for fragmented processes and enabling
markets to operate with the speed and efficiency of blockchain infrastructure within a regulated environment.”
Brett Redfearn, President of Securitize, added “The underwriting
and selling group approvals greatly enhance our capabilities to assist tokenizing securities during the IPO process. The case
for new and existing publicly traded companies to tokenize stock continues to get more compelling. We’re excited about what comes
next.”
To learn more about how Securitize is enabling the next generation
of onchain capital markets, and the expanded opportunity for companies to issue equity onchain visit: https://securitize.io/investments/stocks
Media Inquiries
Securitize PR
press@securitize.io
Securitize IR
investor.relations@securitize.io
About Securitize
Securitize, the world’s leader in tokenizing real-world assets
with $4B+ AUM (as of April 2026), 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
Securitize Markets, LLC, an SEC-registered broker-dealer that operates an SEC-regulated Alternative Trading System (ATS); Securitize
Transfer Agent, LLC, an SEC-registered transfer agent; Securitize Capital, LLC, an Exempt Reporting Adviser; and Securitize Fund Services,
LLC, which provides 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
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.
***
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
