Filed by Cantor Equity Partners II, 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
Securitize Holdings, Inc.
Date: January 28, 2026
Securitize and Cantor Equity Partners II Announce
Public Filing of Registration Statement on Form S-4
MIAMI and NEW YORK — January 28, 2026 — Securitize, Inc. (“Securitize” or the “Company”), the
world’s leading platform1 for tokenizing real-world assets, and Cantor Equity Partners II, Inc. (Nasdaq: CEPT) (“CEPT”),
a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, today announced that Securitize Holdings, Inc. (“Pubco”),
a wholly owned subsidiary of Securitize, has publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (the “Registration Statement”) in connection with the previously announced proposed business
combination between Securitize and CEPT.
This filing follows Pubco’s confidential submission of a draft
registration statement on Form S-4, as previously announced on November 13, 2025, and reflects ongoing progress in the SEC review process.
The Registration Statement includes a combined proxy statement/prospectus
relating to the proposed business combination and contains updated historical financial information for Securitize through the period
ended September 30, 2025, reflecting the Company’s operating results across its tokenized securities, fund administration, and digital-asset
infrastructure businesses. As disclosed in the Registration Statement:
| ● | For the nine months ended September 30, 2025, Securitize
reported total revenue of $55.6 million, representing an 841% increase compared to $5.9 million for the nine months ended September 30,
2024 |
| ● | For the year ended December 31, 2024, Securitize reported
total revenue of $18.8 million, representing a 129% increase compared to $8.2 million for the year ended December 31, 2023 |
The Registration Statement remains subject to SEC review. Completion
of the proposed business combination is subject to customary closing conditions, including approval of the proposed business combination
by CEPT’s shareholders and the effectiveness of the Registration Statement, upon which Securitize Holdings, Inc. is expected to
become a publicly listed company.
1 https://app.rwa.xyz/platforms
(Oct 2025)
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.
Important Information and Where to Find It
This communication does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed transaction. In connection with the business combination, Pubco filed the Registration Statement with the SEC that includes
a proxy statement/prospectus. CEPT shareholders and other interested parties are urged to read the Registration Statement and the proxy
statement/prospectus when they are available, because they contain important information about Securitize, CEPT, Pubco, and the proposed
transaction, including risk factors and other disclosures.
Copies of the Registration Statement and other documents filed with
the SEC will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to Securitize, Inc., at
investor.relations@securitize.io.
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, is set forth in the proxy statement/prospectus, which was 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 press release 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 Statement
This press release 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, but the absence of these words does not mean that a statement is not forward-looking. 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 press release, 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 securities of CEPT or Pubco; 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 proposed business combination, including the approval of CEPT’s shareholders, or the PIPE investment;
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 proposed 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 Pubco 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 industry in which Pubco operates; 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 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.
Investor Relations
investor.relations@securitize.io
Media Contacts
Tom Murphy
tom.murphy@securitize.io
Cantor Fitzgerald
media@cantor.com
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