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Securitize Holdings (NYSE: SECZ) lists after Cantor Equity Partners II SPAC deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cantor Equity Partners II, Inc. (CEPT) has completed its business combination with Securitize, with CEPT merging into Pinecrest Merger Sub, which is now a wholly owned subsidiary of Securitize Holdings, Inc. (Pubco). As part of the deal, Pubco raised $197 million by issuing 19,735,000 CEPT Class A ordinary shares at $10.00 per share in a private PIPE financing. CEPT has requested delisting of its Class A ordinary shares from Nasdaq and plans to deregister them, while Pubco’s common stock began trading on the New York Stock Exchange under the ticker SECZ on July 2, 2026. A change in control occurred, former CEPT executives and directors resigned, and holders of 6,842,508 CEPT ordinary shares redeemed their shares in connection with the transaction.

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Insights

SPAC-style merger closes, CEPT delists as Securitize lists on NYSE.

The completion of the business combination turns CEPT, a Cayman SPAC, into a wholly owned subsidiary of Pubco, which now serves as the listed parent of Securitize. This is a typical SPAC de‑SPAC step, shifting value focus from the shell to the operating company.

The $197 million PIPE financing at $10.00 per share provides additional capital, though it is below the originally subscribed $225 million. Redemptions of 6,842,508 CEPT shares reduce the public float, which can influence trading dynamics of the combined company’s stock over time.

CEPs Nasdaq‑listed shares will be delisted and deregistered, while Pubco’s common stock now trades on the NYSE as SECZ. Governance shifts are evident as CEPT’s prior executives and directors depart, with the combined company’s leadership now determining future strategy and disclosures in subsequent SEC filings.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
PIPE shares originally subscribed 22,500,000 shares Subscription agreements dated October 27, 2025
PIPE share price $10.00 per share Purchase price for CEPT Class A ordinary shares
PIPE shares actually issued 19,735,000 shares Shares issued immediately prior to CEPT Merger
PIPE proceeds $197 million Aggregate cash proceeds from issued PIPE shares
Share redemptions 6,842,508 shares CEPT ordinary shares redeemed in connection with Business Combination
New ticker symbol SECZ Pubco common stock on NYSE from July 2, 2026
Business Combination Agreement financial
"entered into a Business Combination Agreement (the “Business Combination Agreement”)."
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
PIPE Subscription Agreements financial
"entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors"
Emerging growth company regulatory
"Emerging growth company Introductory Note As previously disclosed"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
registration rights financial
"Pubco has granted the PIPE Investors certain customary registration rights in connection"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
redemption financial
"Holders of 6,842,508 shares of CEPT Ordinary Shares elected to redeem their shares"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
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FAQ

What transaction did Cantor Equity Partners II (CEPT) complete with Securitize?
CEPT completed a business combination with Securitize and Securitize Holdings, Inc. CEPT merged into Pinecrest Merger Sub, which became a wholly owned subsidiary of Pubco, creating a new publicly traded parent for Securitize’s business.

How much capital was raised in the Securitize–CEPT PIPE financing?
The PIPE financing delivered $197 million of proceeds through issuance of 19,735,000 CEPT Class A ordinary shares at $10.00 per share. This was below the originally subscribed $225 million PIPE size of 22,500,000 shares.

What happens to CEPT’s Nasdaq-listed Class A ordinary shares after the merger?
CEPT requested Nasdaq to suspend trading and delist its Class A ordinary shares and for Nasdaq to file Form 25. CEPT also intends to file Form 15 to deregister the shares and suspend its reporting obligations under the Exchange Act.

Where does Securitize Holdings’ stock trade and under what ticker symbol?
Following the business combination, Pubco’s common stock began trading on the New York Stock Exchange. It trades under the ticker symbol “SECZ”, with trading commencing on July 2, 2026 after the transaction closed.

How many Cantor Equity Partners II (CEPT) shares were redeemed in the deal?
Holders of 6,842,508 CEPT Class A ordinary shares elected to redeem their shares in connection with the business combination. These redemptions reduce the number of CEPT public shares that rolled into the combined company post-closing.

Did control of Cantor Equity Partners II change as a result of the merger?
Yes. A change in control occurred when CEPT merged with and into Pinecrest Merger Sub, which became a wholly owned subsidiary of Pubco. CEPT’s former directors and senior officers ceased serving in their prior roles at closing.

Were the PIPE shares issued in a registered public offering?
No. The PIPE shares were issued in a private placement relying on the Section 4(a)(2) exemption under the Securities Act. Pubco granted customary registration rights to PIPE investors for potential future registration of those shares.
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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): July 8, 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.)

 

78 SW 7th Street, Suite 500
Miami, FL 33130

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (646) 918-5012

 

110 East 59th Street

New York, NY 10022

(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. ☐

 

 

 

 

 

 

Introductory Note

 

As previously disclosed, on October 27, 2025, Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“Pubco”), Pinecrest Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“CEPT Merger Sub”), and Senna Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CEPT (“Securitize Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

 

The transactions contemplated by the Business Combination Agreement (the “Business Combination”) is described in the definitive proxy statement filed by CEPT with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2026, as supplemented (the “Proxy Statement”).

 

The Business Combination was consummated in accordance with the terms of the Business Combination Agreement on July 1, 2026. As a result of the Business Combination, CEPT merged with and into CEPT Merger Sub and CEPT Merger Sub became the surviving company and wholly-owned subsidiary of Pubco.

 

Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Proxy Statement.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

To the extent required by Item 2.01 of Form 8-K, the disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders

 

In connection with the Business Combination, on July 1, 2026, CEPT notified the Nasdaq Capital Market (“NASDAQ”) of the consummation of the Business Combination and requested (i) that NASDAQ suspend trading of CEPT’s Class A ordinary shares, par value $0.0001 per share (“CEPT Ordinary Shares”), effective July 2, 2026, and (ii) file with the SEC a Form 25 to delist the CEPT Ordinary Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

CEPT intends to file a certification on Form 15 with the SEC to deregister the CEPT Ordinary Shares and suspend CEPT’s obligations under Sections 13 and 15(d) of the Exchange Act.

 

Item 3.02. Unregistered Sales of Equity Securities

 

Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, PubCo, CEPT and Securitize entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in a private placement, 22,500,000 CEPT Class A Ordinary Shares (the “PIPE Shares”), at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million, of which only 19,735,000 shares of CEPT Class A Ordinary Shares have been issued for aggregate proceeds of $197 million (the “PIPE Financing”). The PIPE Financing was consummated immediately prior to the CEPT Merger. None of the PIPE Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pubco has granted the PIPE Investors certain customary registration rights in connection with the foregoing transactions. A description of the Subscription Agreements is included in the Proxy Statement in the section entitled “The Business Combination — Other Transaction Agreements — PIPE Subscription Agreements” beginning on page 122, which is incorporated herein by reference.

 

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Item 3.03. Material Modifications to Rights of Security Holders

 

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

 

Item 5.01. Changes in Control of Registrant

 

To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

 

As of the time of the CEPT Merger and as a result of the Business Combination, a change in control of CEPT occurred. CEPT merged with and into CEPT Merger Sub and CEPT Merger Sub became the surviving company and wholly-owned subsidiary of Pubco.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

In connection with consummation of the Business Combination, the following officers and directors of CEPT ceased to hold their respective positions: Brandon G. Lutnick ceased to be Chairman and Chief Executive Officer; Jane Novak ceased to be Chief Financial Officer; and the following individuals also ceased to be directors: Danny H. Salinas, Robert G. Sharp, Louis Zurita and Dr. Mukesh Prasad.

 

Item 7.01. Regulation FD Disclosure.

 

Pubco’s common stock commenced trading on the New York Stock Exchange under the ticker symbol “SECZ” on July 2, 2026.

 

Item 8.01. Other Events

 

Holders of 6,842,508 shares of CEPT Ordinary Shares elected to redeem their shares in connection with the Business Combination.

 

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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.

 

  PINECREST MERGER SUB
 (as successor by merger to Cantor Equity Partners II, Inc.)
     
  By: /s/ Carlos Domingo
  Name: Carlos Domingo
  Title: Director

 

Dated: July 8, 2026

 

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Source: View Original Filing on SEC EDGAR

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