UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October
28, 2025 (October 27, 2025)
CANTOR EQUITY PARTNERS II, INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42630 |
|
98-1576521 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
110 East 59th Street
New York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 938-5000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
CEPT |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On October
27, 2025, Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), and Securitize, Inc., a Delaware
corporation (“Securitize”), issued a press release announcing that they had entered into a Business Combination Agreement
(the “Business Combination Agreement”), dated as of October 27, 2025, 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”). A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Pursuant
to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions
contemplated thereby, (a) CEPT will merge with and into CEPT Merger Sub, with CEPT Merger Sub continuing as the surviving entity (the
“CEPT Merger”), and with (i) CEPT shareholders holding Class B ordinary shares, par value $0.0001 per share, of CEPT
(“Class B ordinary shares”), receiving one Class A ordinary share, par value $0.0001 per share, of CEPT (the “Class
A ordinary shares”), for each Class B ordinary share held by such shareholder immediately prior to the CEPT Merger (other than
certain Class B ordinary shares which are being cancelled in the Mergers), and (ii) immediately thereafter, CEPT shareholders holding
Class A ordinary shares receiving one share of common stock, par value $0.0001 per share, of Pubco (“Pubco common stock”)
for each Class A ordinary share held by such shareholder at the time of the CEPT Merger (other than any Class A ordinary shares being
redeemed), and (b) Securitize Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving entity (the
“Securitize Merger”, and together with the CEPT Merger, the “Mergers”), and Securitize stockholders
receiving shares of Pubco common stock in exchange for their Securitize shares. As a result of the Mergers and the other transactions
contemplated by the Business Combination Agreement (the “Business Combination”), CEPT Merger Sub and Securitize will
become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions
set forth in the Business Combination Agreement.
Contemporaneously
with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) have agreed to make
a private investment in CEPT by purchasing Class A ordinary shares in the aggregate amount of $225 million for $10.00 per share
(the “PIPE” and together with the proposed Business Combination, the “Proposed Transactions”), pursuant
to subscription agreements for the PIPE entered into with CEPT, Pubco and Securitize. The net proceeds from the PIPE will be used by Pubco
for transaction expenses, working capital and general corporate purposes. Pubco, Securitize and CEPT may seek to raise additional funds
through private placement transactions, including PIPE transactions, or other forms of capital raising. There can be no assurance as to
whether, when or on what terms any such future financings may be conducted.
Attached
as Exhibit 99.2 and incorporated into this Item 7.01 by reference herein is the investor presentation for the PIPE, which investor presentation
will be used by CEPT, Pubco and Securitize with respect to the Proposed Transactions.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of CEPT under the Securities Act of 1933,
as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including
Exhibits 99.1 or 99.2.
Additional
Information and Where to Find It
Pubco
and Securitize intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form
S-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of CEPT and
a prospectus (the “Proxy Statement/Prospectus”) in connection with the Proposed Transactions. The definitive proxy
statement and other relevant documents will be mailed to shareholders of CEPT as of a record date to be established for voting on the
Business Combination and other matters as described in the Proxy Statement/Prospectus. CEPT and/or Pubco will also file other documents
regarding the Proposed Transactions with the SEC. This Current Report on Form 8-K (this “Report”) does not contain
all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS
OF CEPT AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO,
AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH CEPT’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT CEPT, PUBCO, SECURITIZE AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the
Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEPT and
Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners
II, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to Securitize, Inc.,
via email at tom.murphy@securitize.io, respectively.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The
Class A ordinary shares to be issued in the PIPE have not been registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants
in the Solicitation
CEPT,
Pubco, Securitize and their respective directors, executive officers, and certain of their
shareholders and 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 Transactions. A list of the names of such persons, and information regarding
their interests in the Proposed Transactions and their ownership of CEPT’s securities are, or will be, contained in CEPT’s
filings with the SEC, including CEPT’s prospectus filed on May 2, 2025. Additional information regarding the interests of the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies from CEPT’s shareholders in connection with the
Proposed Transactions, including the names and interests of CEPT’s, Pubco’s and Securitize’s directors and executive
officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by Pubco, Securitize and CEPT, as applicable,
with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or
Solicitation
This
Report and the information contained herein are for informational purposes only and are not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the Proposed Transactions and
shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEPT or Pubco,
or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws
of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail
itself of any exemption under the Securities Act.
Forward-Looking
Statements
This
Report contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed
Transactions involving Pubco, Securitize and CEPT, including expectations, hopes, beliefs, intentions, plans, prospects, financial results
or strategies regarding Pubco, Securitize, CEPT and the Proposed Transactions and statements regarding the anticipated benefits and timing
of the completion of the Proposed Transactions, the assets held by Pubco and Securitize, Pubco’s listing on any securities exchange,
the macro and political conditions surrounding digital assets, the planned business strategy, plans and use of proceeds, objectives of
management for future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investors, Pubco’s
plan for value creation and strategic advantages, market size and growth opportunities, investor benefits, regulatory conditions, competitive
position, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Transactions,
the satisfaction of closing conditions to the Proposed Transactions and the level of redemptions of CEPT’s public shareholders,
and Pubco’s and Securitize’s expectations, intentions, strategies, assumptions or beliefs about future events, results of
operations or performance or that do not solely relate to historical or current facts. These 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. Forward-looking statements are predictions, projections and other statements
about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including, but
not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect
the price of CEPT’s securities; the risk that the Proposed Transactions may not
be completed by CEPT’s business combination deadline; the failure by the parties
to the Business Combination Agreement to satisfy the conditions to the consummation of the Business Combination, including the approval
of CEPT’s shareholders, or the consummation of the PIPE; failure to realize the
anticipated benefits of the Proposed Transactions; the level of redemptions of CEPT’s public shareholders which may reduce
the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A
ordinary shares or the shares of common stock of Pubco; the lack of a third-party fairness opinion in determining whether or not to pursue
the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing
of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business,
market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business, including
the highly volatile nature of the price of digital assets; risks related to increased competition in the industries in which Pubco will
operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets and tokenization;
risks relating to the treatment of digital assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions,
Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing Pubco’s business plan (including
expanding and/or growing its advisory services business) due to operational challenges, significant competition and regulation; being
considered to be a “shell company” by any stock exchange on which Pubco’s common stock will be listed or by the SEC,
which may impact Pubco’s ability to list Pubco’s common stock and restrict reliance on certain rules or forms in connection
with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Pubco,
Securitize, CEPT or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that
Pubco and/or CEPT filed, or that will be filed, with the SEC.
The
foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the final prospectus of CEPT dated as of May 1, 2025 and filed by CEPT with the
SEC on May 2, 2025, CEPT’s Quarterly Reports on Form 10-Q, CEPT’s
Annual Report on Form 10-K and the Registration Statement that will be filed by Pubco and Securitize
and the Proxy Statement/Prospectus contained therein, and other documents filed by CEPT and
Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks
that CEPT, Securitize and Pubco do not presently know, or that CEPT,
Securitize and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the
forward-looking statements.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
none of CEPT, Securitize or Pubco assumes any obligation and does not intend to
update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of CEPT,
Securitize or Pubco gives any assurance that any of CEPT, Securitize or Pubco
will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by CEPT, Securitize
or Pubco or any other person that the events or circumstances described in such statement are material.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated October 28, 2025. |
| 99.2 |
|
Form of Investor Presentation. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 28, 2025
| |
CANTOR EQUITY PARTNERS II, INC. |
| |
|
| |
By: |
/s/ Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
5
