Every 8-K that Cantor Equity Partners II, Inc. (CEPT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CEPT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CEPT filings page.
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.
Cantor Equity Partners II, Inc. (CEPT) reported that shareholders approved all proposals related to its business combination with Securitize, Inc. and Securitize Holdings, Inc. at an extraordinary general meeting. The business combination agreement and related merger steps, including the CEPT Merger and Securitize Merger, each received sufficient votes to pass.
Governance changes for the future PubCo, such as a classified board, plurality voting, special meeting and quorum rules, notice periods, and exclusive forum provisions, were also approved on a non-binding advisory basis. Shareholders approved Nasdaq Rule 5635 share issuance proposals, covering up to 535,000 CEPT Class A shares for sponsor debt repayment, up to 22,500,000 CEPT Class A shares for a private placement, and multiple tranches of PubCo common stock tied to the mergers, earnout, incentive plans and warrants.
In connection with the meeting, holders of 6,842,508 CEPT Class A shares elected to redeem their shares for a pro rata portion of the trust account. Approximately $72.5 will be withdrawn from the trust, or about $10.60 per redeemed share including a sponsor contribution, leaving 17,157,492 public shares outstanding. With the necessary approvals in place, CEPT states it expects the business combination to close after remaining conditions are satisfied or waived.
Cantor Equity Partners II, Inc. appointed Dr. Mukesh Prasad to its board of directors as a Class II director, effective May 8, 2026. He was also named to the board’s audit and compensation committees.
Dr. Prasad, age 55, is Founder and Co-Managing Partner of Innova Capital Partners and an Otolaryngologist and Associate Professor at Weill Cornell Medical College. He will receive $50,000 per year, paid quarterly, for board service.
Cantor Equity Partners II, Inc. (CEPT) announced a key step toward its planned merger with Securitize. CEPT and Securitize issued a joint release stating that Pubco confidentially submitted a Draft Registration Statement on Form S-4 to the SEC on November 12, 2025, tied to their previously signed Business Combination Agreement dated October 27, 2025.
Under the contemplated structure, CEPT will merge into a Pubco subsidiary and Securitize will merge into a CEPT subsidiary, resulting in Securitize becoming a wholly‑owned subsidiary of Pubco and Pubco becoming a publicly traded company, all subject to the agreement’s conditions. A public S‑4 is expected to include CEPT’s preliminary proxy and a prospectus; definitive materials will be mailed to CEPT shareholders for a vote. The notice reiterates standard cautions: no offer or solicitation, no regulatory approval yet, and forward‑looking statements with risks including shareholder approvals, redemptions, listing outcomes, and completion of any related private placement.
Cantor Equity Partners II, Inc. (CEPT) entered a Business Combination Agreement with Securitize, Inc. The deal uses a two‑step structure: CEPT will merge into a Pubco subsidiary, then Securitize will merge into a CEPT subsidiary, making both survivors wholly owned by Pubco. Upon closing, Pubco is expected to be a publicly traded company, subject to customary conditions.
The agreement sets Securitize’s equity value at $1.25 billion (subject to adjustments). Securitize stockholders will receive Pubco common stock based on the agreement’s formula and may earn up to 6,250,000 additional Pubco shares if Pubco’s VWAP exceeds $15.00, $20.00, and $25.00 for 20 of 30 trading days, each hurdle releasing one‑third of the earn‑out.
Concurrently, PIPE investors agreed to purchase 22.5 million CEPT Class A shares at $10.00 per share for an aggregate $225 million. Closing conditions include CEPT shareholder approval, an effective S‑4, stock exchange listing approval for Pubco shares, and a minimum $100 million in gross PIPE proceeds. Sponsor and Securitize holders agreed to support, lock‑ups, and additional earn‑out mechanics, with specified early‑release events.
Cantor Equity Partners II, Inc. (CEPT) announced a Business Combination Agreement with Securitize, Inc. to form a new publicly traded parent, Pubco, subject to closing conditions. The structure includes two mergers: CEPT will merge into a Cayman subsidiary with a share exchange (Class B ordinary shares convert 1-for-1 into Class A, then CEPT Class A converts 1-for-1 into Pubco common stock, excluding any redeemed shares), and Securitize will merge into a Delaware subsidiary with Securitize stockholders receiving Pubco common stock.
Concurrently, certain PIPE investors agreed to purchase CEPT Class A ordinary shares totaling $225,000,000 at $10.00 per share. Net proceeds are earmarked for transaction expenses, working capital and general corporate purposes. Pubco, Securitize and CEPT may seek additional private financing. Upon completion, CEPT’s merger subsidiary and Securitize will be wholly owned by Pubco, which is expected to be publicly traded.
The parties plan to file a Form S-4 with a proxy statement/prospectus for CEPT shareholder approval. The information was furnished under Regulation FD.