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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): November
13, 2025
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 8.01 Other Events
As previously
disclosed, on October 27, 2025, Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT” or “we”)
and 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”), through which CEPT will merge with and
into CEPT Merger Sub, with CEPT Merger Sub continuing as the surviving entity, and Securitize Merger Sub will merge with and into Securitize,
with Securitize continuing as the surviving entity (collectively, the “Business Combination”). As a result of the transactions
contemplated by the Business Combination Agreement, including the Business Combination (collectively, the “Proposed Transactions”),
Securitize will become a wholly-owned subsidiary of Pubco and Pubco will become a publicly traded company, all upon the terms and subject
to the conditions set forth in the Business Combination Agreement.
On November
13, 2025, we and Securitize issued a joint press release announcing the confidential submission by Pubco of a Draft Registration Statement
on Form S-4 with the Securities and Exchange Commission (“SEC”) on November 12, 2025, in connection with the Business
Combination Agreement and the Proposed Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Additional
Information and Where to Find It
Pubco
and Securitize intend to publicly file with the Securities and Exchange Commission (the “SEC”) a Registration Statement
on Form S-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of
CEPT and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Proposed Transactions. The definitive
proxy statement and other relevant documents will be mailed to shareholders of CEPT as of a record date to be established for voting on
the Business Combination and other matters as described in the Proxy Statement/Prospectus. CEPT and/or Pubco will also file other documents
regarding the Proposed Transactions with the SEC. This Current Report on Form 8-K (this “Report”) does not contain
all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS
OF CEPT AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN PUBLICLY AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS
THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH CEPT’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT CEPT, PUBCO, SECURITIZE AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the
Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEPT and
Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners
II, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to Securitize, Inc.,
via email at tom.murphy@securitize.io, respectively.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY OF THE OTHER PROPOSED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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 final prospectus dated May 1, 2025 (the “CEPT IPO Prospectus”), which
was 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, will be set forth in the Proxy Statement/Prospectus,
which is expected to be 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
Report 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
Statements
This
Report 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. 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 Proposed 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 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 Business Combination, including the approval
of CEPT’s shareholders, or the consummation of the related private placement;
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 Business Combination or any of the other Proposed Transactions; 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 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 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 CEPT IPO Prospectus, CEPT’s
Quarterly Reports on Form 10-Q, CEPT’s Annual Report on Form 10-K and the
Registration Statement that will be 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 13, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 13, 2025
| |
CANTOR EQUITY PARTNERS II, INC. |
| |
|
| |
By: |
/s/ Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
