From: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 20, 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 20, 2026, Securitize published the following press release on
PRNewswire and Securitize.io:
Securitize Reports First Quarter 2026 Results
Miami, FL– Securitize, Inc. (which has announced
a proposed business combination with Cantor Equity Partners II, Inc. (Nasdaq: CEPT)), today announced financial results for the first
quarter of 2026, which ended March 31, 2026.
First Quarter Financial Highlights
| · | Total Revenue of $19.5 million, up 39% versus the prior-year period; highest quarterly revenue in the company’s history |
| · | Adjusted EBITDA(1) of $0.8 million, versus $4.1 million in the prior year period |
| · | Net loss of $7.9 million, with a net loss per diluted share of $0.88 |
| · | Average AUM(2) in 1Q26 of $3.2 billion, with AUM(2) of $3.4 billion as of March 31, 2026 |
| · | Aggregated Transaction Volume(3) of $1.9 billion in the first quarter of 2026 |
| · | 650 active funds are being serviced by Securitize Fund Services as of March 31, 2026 |
| · | AUA(4) of $24.9 billion as of March 31, 2026 |
Percentage comparisons throughout this press release are calculated
for the first quarter 2026 versus the first quarter of 2025, unless otherwise specified.
Carlos Domingo, Co-Founder and Chief Executive Officer, commented: “Tokenization
is poised to be the most consequential upgrade to U.S. capital-market infrastructure in a generation and this is reflected in the continuous
growth of the industry and our strong quarterly revenue numbers, the highest in the company's history, despite the broader crypto market
backdrop. During the quarter, we also secured important new partnership opportunities with the New York Stock Exchange to
support tokenized securities markets, expanded liquidity options for BlackRock’s BUIDL through Uniswap, and advanced new marquee
tokenized real estate initiatives, including the Trump International Hotel & Resort Maldives. We also continued building key strategic
partnerships, most notably our agreement with Computershare, the world's largest transfer agent, to become their partner for issuer-sponsored
tokenized securities, which was announced shortly after quarter-end. As institutional adoption accelerates, we believe tokenization is
evolving from isolated products into a fully interconnected financial system.”
First Quarter Business Highlights
NYSE Collaboration to Support Tokenized Securities Markets: The
New York Stock Exchange, part of Intercontinental Exchange, Inc., and Securitize announced a collaboration to support the development
of tokenized securities markets. As part of the initiative, Securitize was named the design partner as well as the first digital transfer
agent eligible to mint blockchain-native securities for corporate and ETF issuers on the upcoming NYSE-affiliated Digital Trading Platform
and Securitize Markets was appointed as the first broker-dealer to connect to the NYSE Digital ATS to on onboard investors to trade in
the platform.
Uniswap Labs Collaboration Expands Liquidity Options for BUIDL: Uniswap
Labs and Securitize announced a strategic integration enabling shares of BlackRock’s BUIDL fund to become available for trading
through UniswapX technology. The integration introduced new on-chain liquidity pathways for tokenized treasury assets and represented
a significant step in connecting institutional tokenized funds with decentralized finance infrastructure.
Real Estate Tokenization: We were chosen to tokenize loan
interests tied to Trump International Hotel & Resort, Maldives. The initiative reflected growing institutional and global interest
in tokenizing real-world assets across real estate and alternative investment markets.
Continued Growth Across the Tokenized Asset Market: The
tokenized real-world asset market grew from approximately $23 billion at December 31, 2025 to $31 billion as of March 31, 2026, representing
approximately 35% growth, according to rwa.xyz data. Throughout the quarter, Securitize remained the leading tokenization platform by
assets under management, reflecting continued institutional adoption of tokenized securities and onchain financial infrastructure.
Given the pending Business Combination as noted below, Securitize
management will not be hosting a call to discuss the first quarter 2026 results.
First Quarter 2026 Financial Results
Francisco Flores, Chief Financial Officer, commented: “We
delivered strong first quarter revenue growth, with total revenue of $19.5 million, increasing 39% versus the prior-year period. The quarter
benefited from continued growth across our service offerings, while we maintained disciplined management of operating expenses. Importantly,
despite increased investments in headcount to support the growth of the business and prepare for becoming a public company, we delivered
strong positive operating leverage for the quarter. We also ended the quarter with a solid liquidity position and approximately breakeven
operating cash flow before working capital movements and public-company related expenses.”




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
Endnotes
(1) Adjusted EBITDA is a non-GAAP financial metric. Securitize generally
reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management
believes that the evaluation of its ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, which is a non-GAAP
financial measure. Adjusted EBITDA represents net income or net loss before depreciation and amortization, interest expense and income
taxes. Securitize believes that the use of Adjusted EBITDA provides an additional meaningful method of evaluating certain aspects of its
operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not
in lieu of, GAAP measures. A reconciliation of Adjusted EBITDA to net income is included below.
(2) AUM refers to Tokenized Assets Under Management
(3) Aggregated Transaction Volume represents aggregate volume of investments,
redemptions, dividends, and cross chain movements of assets issued by Securitize’s platform
(4) AUA refers to Assets Under Administration
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