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2026-06-29
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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):
June 29, 2026
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 5.07 Submission of Matters to a Vote
of Security Holders
On June 29, 2026, Cantor Equity Partners II, Inc.
(“CEPT”) held an extraordinary general meeting of its shareholders (the “Meeting”) at which the following proposals
were submitted to a vote of CEPT shareholders (“CEPT Shareholders”). The proposals listed below are described in more detail
in CEPT’s definitive proxy statement filed with the Securities and Exchange Commission on June 5, 2026 (the “Definitive Proxy
Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Definitive
Proxy Statement.
Only CEPT Shareholders of record as of the close
of business on May 11, 2026, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 30,580,000
ordinary shares of CEPT were issued and outstanding and entitled to vote at the Meeting. The final voting results for each matter submitted
to a vote of CEPT Shareholders at the Meeting are as follows:
Proposal 1 — The Business Combination
Proposal — to approve and adopt, by ordinary resolution, the Business Combination Agreement (as amended, restated or otherwise
modified from time to time, the “Business Combination Agreement”), dated as of October 27, 2025, by and among CEPT, Securitize,
Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“PubCo”), Senna
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CEPT (“Company Merger Sub”) and Pinecrest Merger Sub,
a newly incorporated Cayman Islands exempted company and a direct wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), pursuant
to which (a) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity (the “CEPT Merger”),
and (b) at least two (2) hours after the CEPT Merger, Company 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 together
with the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements, the “Business Combination”).
| For | |
Against | |
Abstain |
| 12,432,037 | |
2,151,147 | |
197,157 |
Proposal 2 — The Merger Proposal — to
approve and authorize, by special resolution, (a) the CEPT Merger and the plan of merger for the CEPT Merger to be entered into by SPAC
Merger Sub and CEPT (the “CEPT Plan of Merger”) and (b) upon the CEPT Merger Effective Date, (i) the memorandum and articles
of CEPT Surviving Subsidiary in the form annexed to the CEPT Plan of Merger be approved in all respects, and (ii) the authorized share
capital of CEPT be amended from $55,500 divided into 500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class
B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to $50,000 divided into
500,000,000 ordinary shares of a nominal or par value of $0.0001 each.
| For | |
Against | |
Abstain |
| 12,429,545 | |
2,153,308 | |
197,488 |
Proposal 3 — The Organizational Documents
Proposals – to consider and vote, on a non-binding advisory basis, upon separate proposals to approve the material differences
between the CEPT Memorandum and Articles and the Form of Certificate of Incorporation of PubCo (the “PubCo Charter”) and the
Amended and Restated Bylaws of PubCo (the “PubCo Bylaws”), specifically to approve that:
Proposal A: the PubCo board of
directors be divided into three classes, Class I, Class II and Class III, with each class being up for election on a rolling three-year
basis, subject to an initial phase-in period.
| For | |
Against | |
Abstain |
| 12,096,193 | |
2,627,521 | |
56,627 |
Proposal B: the PubCo board of directors be elected
by a plurality of the votes cast by holders of shares of PubCo Common Stock (rather than solely by holders of CEPT Class B Ordinary Shares).
| For | |
Against | |
Abstain |
| 12,095,697 | |
2,627,688 | |
56,956 |
Proposal C: a special meeting
of shareholders may only be called by either the PubCo board of directors or by the Chair of the PubCo board of directors.
| For | |
Against | |
Abstain |
| 12,093,165 | |
2,630,043 | |
57,133 |
Proposal D: a majority of the
PubCo board of directors shall constitute a quorum at any meeting of the PubCo board of directors and the act of a majority of the directors
present at a meeting at which a quorum is present shall be an act of the PubCo board of directors.
| For | |
Against | |
Abstain |
| 14,771,781 | |
3,383 | |
5,177 |
Proposal E: PubCo must give written
notice to shareholders entitled to attend and vote at a meeting at least ten (10) days and not more than sixty (60) days prior to the
general meeting of holders of PubCo common stock.
| For | |
Against | |
Abstain |
| 14,774,416 | |
1,148 | |
4,777 |
Proposal F: the PubCo
Charter will provide for exclusive forum provisions.
| For | |
Against | |
Abstain |
| 12,146,918 | |
2,625,709 | |
7,714 |
Proposal 4 — The Nasdaq Proposal –
to approve, by ordinary resolution, a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance
(i) by CEPT of (a) up to 535,000 CEPT Class A Ordinary Shares issuable in repayment of the Sponsor Loan and the Sponsor Note, and (b)
up to 22,500,000 CEPT Class A Ordinary Shares issuable to certain investors upon consummation of a private placement immediately prior
to the CEPT Merger, and (ii) by PubCo of (a) up to 156,675,245 shares of PubCo Common Stock in the Mergers (including up to 6,250,000
Securitize Earnout Shares), (b) an additional number of shares of PubCo Common Stock equal to 10% of the total number of shares of PubCo’s
Common Stock outstanding immediately following Closing that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan
and the ESPP plus an additional number of shares of PubCo Common Stock that may become issuable pursuant to the exercise or settlement
of any Assumed Options and Assumed RSUs, and (c) up to 3,829,432 shares of PubCo Common Stock issuable upon the exercise of certain warrants
held by J Digital 6 LLC, in each case, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635.
| For | |
Against | |
Abstain |
| 12,412,513 | |
2,363,735 | |
4,093 |
As there were sufficient votes at the time of
the Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Definitive Proxy Statement
was not presented to CEPT Shareholders. In connection with the Meeting, CEPT Shareholders holding 6,842,508 CEPT Class A Ordinary Shares
exercised their rights to redeem such shares for a pro rata portion of the funds in the trust account of CEPT (the “Trust Account”).
As a result, approximately $72.5 (approximately $10.60 per share, inclusive of the $0.15 per share to be funded by the Sponsor
pursuant to the Sponsor Note) will be removed from the Trust Account to pay such redeeming CEPT Shareholders. Following such redemptions,
CEPT will have 17,157,492 Public Shares outstanding.
In light of receipt of the requisite approvals
by CEPT Shareholders described above, CEPT expects the Business Combination to be completed promptly following the satisfaction or waiver
of the other conditions to the consummation of the Business Combination.
Forward-Looking
Statements
This Current Report on Form 8-K (this
“Report”) contains certain forward-looking statements within the meaning of the U.S. federal securities laws with
respect to the Transactions involving PubCo, CEPT and Securitize, including expectations, intentions, hopes, beliefs, prospects,
financial results and plans regarding PubCo, CEPT, Securitize, and the Transactions, statements regarding the anticipated benefits
and timing of the completion of the Transactions, the assets held by PubCo and Securitize, the satisfaction of closing conditions to
the Transactions, the anticipated listing and commencement of trading of PubCo on the New York Stock Exchange, objectives of
management for future operations of PubCo, pro forma ownership of PubCo, the upside potential and opportunity for investors,
investor benefits, regulatory conditions, competitive position, technological and market trends, future financial condition and
performance and expected financial impacts of the Transactions, the satisfaction of closing conditions to the Transactions 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
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 Transactions may not be completed by CEPT’s business combination deadline; the failure by the parties to satisfy
the conditions to the consummation of the Transactions; the failure to realize the anticipated benefits of the Transactions; the
failure of PubCo to obtain or maintain the listing of its securities on the New York Stock Exchange or any securities exchange upon
or following closing of the Transactions; costs related to the 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 Transactions, PubCo experiencing difficulties managing its growth and expanding operations;
challenges in implementing PubCo’s business plan including due to operational challenges, significant competition and
regulation; being considered to be a “shell company” by the New York Stock Exchange or any other 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, CEPT, Securitize and/or others following the closing of the
Transactions, and those risk factors discussed in documents that PubCo and/or CEPT have 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 Definitive Proxy Statement and the final prospectus of PubCo, dated as of June 5, 2026 and as further supplemented, and
other documents filed by CEPT and/or 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 none of CEPT, Securitize and PubCo 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 PubCo, CEPT or Securitize
assumes any obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. None of PubCo, CEPT or Securitize gives any assurance that any of PubCo, CEPT or Securitize will achieve
its expectations. The inclusion of any statement in this Report does not constitute an admission by PubCo, CEPT or Securitize or any other
person that the events or circumstances described in such statement are material.
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: June 29, 2026
| |
CANTOR EQUITY PARTNERS II, INC. |
| |
|
| |
By: |
/s/ Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
