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 9,
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 21, 2026, Securitize published
the following press release on PRNewswire and Securitize.io:
Securitize, Inc. ("Securitize")
Appoints Sunil Sabharwal to Board of Directors
Former IMF U.S. Executive Director
and global payments leader brings decades of financial infrastructure and policy expertise to the leading tokenization platform
Miami, FL – Securitize,
Inc. (which has announced a proposed business combination with Cantor Equity Partners II, Inc. (Nasdaq: CEPT)), the leading platform
for tokenizing real-world assets and bringing securities onchain, today announced the appointment of Sunil Sabharwal to its Board of
Directors. A globally recognized fintech executive, investor, and public sector leader, Sabharwal brings decades of experience across
payments, financial infrastructure, and international economic policy.
Sabharwal joins the Board of Directors
at a pivotal moment for the tokenization industry, as institutional adoption accelerates and regulated onchain markets continue to take
shape. His career spans senior leadership roles across global financial institutions, fintech companies, and public service, positioning
him uniquely at the intersection of traditional finance and next-generation infrastructure.
Currently Sabharwal also serves on the
boards of Thunes and Tookitaki, and advises the Blackstone Growth Equity Fund. He previously served as Chairman of Earthport, a regulated
cross-border payments company acquired by Visa, and as Chairman of Ogone, a European payments leader later acquired by Ingenico. Earlier
in his career, he held senior roles at GE Capital and First Data Corporation / Western Union, building deep expertise in financial services,
payments innovation, and global capital markets.
Sabharwal also served as the United
States Alternate Executive Director at the International Monetary Fund, a Senate-confirmed position across two administrations, where
he represented U.S. interests on global financial policy and received the U.S. Treasury’s Distinguished Service Award for his contributions.
“Tokenization represents a fundamental
evolution in how financial markets operate globally, enabling access to a wider range of investors” said Sunil Sabharwal. “Securitize
is at the forefront of that transformation, bringing together regulatory rigor, institutional credibility, and cutting-edge technology.
I’m excited to join the Board and support the company as it helps shape the next generation of market infrastructure.”
“Sunil’s career is defined
by building and scaling financial infrastructure at a global level,” said Carlos Domingo, Co-Founder and CEO of Securitize. “From
leading cross-border payments companies to representing the United States at the IMF, he brings a rare combination of public and private
sector experience. As tokenization moves from concept to core market infrastructure, Sunil’s perspective will be invaluable in
guiding our next phase of growth.”
In addition to his financial career,
Sabharwal has been deeply engaged in international sports governance, including leadership roles within the Olympic movement including
World Athletics, and the International Fair Play Committee, where he was elected President in 2025. His global perspective and commitment
to governance and integrity further strengthen Securitize’s leadership as it builds regulated, scalable onchain capital markets.
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
