What founder and sponsor interests are disclosed in the proxy (CEPT)?

The Sponsor holds 6,000,000 Founder Shares purchased for $25,000 and 580,000 Private Placement Shares purchased at $10.00 each; post-Combination sponsor consideration is estimated at approximately $99.0 million under stated assumptions.

What redemption mechanics and illustrative cash per-share redemption are provided (CEPT)?

Public Shareholders may redeem Public Shares for their pro rata share of the Trust Account. Based on approximately $248.8 million in the Trust Account as of March 31, 2026, the illustrative per-share redemption price was ~ $10.51 per Public Share (inclusive of $0.15 per share funded via Sponsor Note).

Cantor Equity Partners II (CEPT) proposes merger with Securitize; PIPE $225M

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

DEFM14A

Rhea-AI Filing Summary

Cantor Equity Partners II, Inc. (CEPT) is asking shareholders to approve a business combination with Securitize, Inc. that will create a public company, PubCo, and effect related mergers and governance changes.

The proposal includes a PIPE purchase of 22,500,000 CEPT Class A shares at $10.00 per share (aggregate $225,000,000), issuance of up to 156,675,245 PubCo shares to Securitize stockholders (including up to 6,250,000 earnout shares), reservation of shares equal to 10% of post-Closing shares for incentive plans, and up to 3,829,432 PubCo shares issuable upon exercise of assumed warrants. The Meeting is scheduled for June 29, 2026. The proxy describes sponsor founder holdings (6,000,000 founder shares; 580,000 private placement shares), estimated Trust Account funds (~$248.8M) and an illustrative per-share redemption price of ~$10.51. The CEPT Board unanimously recommends voting FOR the proposals.

Insights

TL;DR: Transaction documents and governance changes are extensive and contain customary sponsor protections and lock-ups.

The proxy outlines the Business Combination Agreement, Sponsor Support Agreement, Shareholder Support Agreement and registration/lock-up arrangements. It specifies sponsor surrender/earnout mechanics (up to 30% surrender; up to 30% of remaining founder shares subject to earnout) and conversion mechanics tied to a $10.00 per-share exchange.

Key legal dependencies include shareholder approvals, PIPE funding, and limited redemptions; the Merger Proposal requires a special resolution and the Business Combination Proposal an ordinary resolution. Timing and effectiveness are conditioned on the Closing and related filings.

TL;DR: The deal finances Securitize through a $225M PIPE, substantial sponsor equity, and sizable issuance to legacy Securitize holders.

The proxy shows 22.5M PIPE shares at $10 ($225M), issuance of up to 156.7M PubCo shares to Securitize holders, and post-Closing illustrative ownership stakes (e.g., Securitize stockholders ~69.2%). CF&Co. fees and sponsor consideration (~$99.0M aggregate value, per assumptions) are disclosed.

Primary risks disclosed include potential redemptions reducing public float, lack of an independent fairness opinion, and sponsor-aligned incentives. Subsequent SEC and stock exchange approvals and full PIPE funding are monitorable milestones.

Key Figures

PIPE size: 22,500,000 shares PubCo shares to Securitize holders: 156,675,245 shares Assumed warrants aggregate price: $38,294,325 +5 more

8 metrics

PIPE size 22,500,000 shares PIPE purchase of CEPT Class A Shares at $10.00 per share (aggregate $225,000,000)

PubCo shares to Securitize holders 156,675,245 shares Maximum PubCo Common Stock issuable in the Mergers (includes up to 6,250,000 earnout shares)

Assumed warrants aggregate price $38,294,325 Aggregate price of the Assumed Warrants at $10.00 per warrant

Assumed warrants outstanding 3,829,432 shares Maximum PubCo Common Stock issuable upon exercise of Assumed Warrants

Sponsor founder shares 6,000,000 shares CEPT Founder Shares held by the Sponsor (acquired for $25,000)

Sponsor private placement 580,000 shares CEPT Private Placement Shares purchased by Sponsor at $10.00 per share

Trust Account balance (illustrative) $248.8M Funds in Trust Account as of March 31, 2026 used to illustrate redemption price

Public Shares outstanding 24,000,000 shares CEPT Class A Ordinary Shares issued in the CEPT IPO (Public Shares)

Key Terms

PIPE Subscription Agreements, Securitize Earnout Shares, Sponsor Earnout, Trust Account

4 terms

PIPE Subscription Agreements financial

"Contemporaneously with the execution of the Business Combination Agreement, PubCo, CEPT and Securitize entered into subscription agreements"

Securitize Earnout Shares financial

"including up to 6,250,000 Securitize Earnout Shares that Securitize Common Securityholders will be eligible to receive"

Trust Account financial

"the Trust Account that holds the proceeds (including interest but less taxes payable) of the CEPT's initial public offering"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

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06/05/2026 - 04:15 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Cantor Equity Partners II, Inc.

(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CANTOR EQUITY PARTNERS II, INC.
AND
PROSPECTUS FOR UP TO 24,000,000 SHARES OF COMMON STOCK OF SECURITIZE HOLDINGS, INC.

To the Shareholders of Cantor Equity Partners II, Inc. (“CEPT Shareholders”):

You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), which will be held at 10:00 a.m., Eastern Time, on June 29, 2026. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP at One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You or your proxyholder will be able to attend and vote at the Meeting in person or by visiting https://www.cstproxy.com/cantorequitypartnersii/2026 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. This proxy statement/prospectus includes additional instructions on how to access the Meeting and how to listen, vote and submit questions from home or any remote location with Internet connectivity.

CEPT is a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as an “acquisition target.”

On October 27, 2025, CEPT, Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“PubCo”), Senna Merger Sub, Inc., a newly incorporated Delaware corporation and direct wholly owned subsidiary of CEPT (“Company Merger Sub”) and Pinecrest Merger Sub, a newly incorporated Cayman Islands exempted company (“SPAC Merger Sub”) and direct wholly owned subsidiary of PubCo, entered into a business combination agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated thereby (the “Closing”), (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity (the “CEPT Merger”), and with (a) CEPT Shareholders holding Class B ordinary shares, par value $0.0001 per share, of CEPT (“CEPT Class B Ordinary Shares”), receiving one Class A ordinary share, par value $0.0001 per share, of CEPT (the “CEPT Class A Ordinary Shares” and together with the CEPT Class B Ordinary Shares, the “CEPT Ordinary Shares”), in exchange for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than the Surrendered CEPT Shares (as defined below)), and (b) immediately thereafter, each CEPT Class A Ordinary Share will be cancelled and cease to exist, in exchange for the right of CEPT Shareholders holding CEPT Class A Ordinary Shares to receive one share of common stock, par value $0.0001 per share, of PubCo (“PubCo Common Stock”), for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any Public Shares (as defined below) which are the subject of valid redemption requests (as described below) and any treasury shares), and (ii) 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 stockholders of Securitize (“Securitize Stockholders”) receiving shares of PubCo Common Stock in exchange for their shares of common stock of Securitize (“Securitize Shares”). As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), SPAC Merger Sub and Securitize will become wholly-owned subsidiaries 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 and in accordance with applicable law.

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 immediately prior to the CEPT Merger, 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. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

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Contemporaneously with the execution of the Business Combination Agreement, CEPT, PubCo, Securitize and certain Securitize Stockholders entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, the Securitize Stockholders party to the Shareholder Support Agreement agreed (i) not to transfer their Securitize Shares, and to vote their Securitize Shares in favor of the Business Combination Agreement and the Transactions (including by execution of a written consent), (ii) not to facilitate any Company Acquisition Proposal, (iii) to terminate certain shareholders agreements with Securitize (with certain exceptions), effective immediately prior to Closing, and (iv) to release the Sponsor, CEPT, Securitize, and their subsidiaries from pre-Closing claims, subject to customary exceptions.

Contemporaneously with the execution of the Business Combination Agreement, CEPT, PubCo and Cantor EP Holdings II, LLC (the “Sponsor”) entered into the Sponsor Support Agreement, dated as of October 27, 2025 (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its CEPT Ordinary Shares in favor of the adoption and approval of the Business Combination Agreement and the Business Combination and each of the other Proposals (as defined below) to be approved by CEPT Shareholders at the Meeting (the “CEPT Shareholder Approval Matters”), (ii) to vote its CEPT Ordinary Shares against any alternative transactions, (iii) to comply with the restrictions imposed by the letter agreement, dated as of May 2, 2025, by and among CEPT, the Sponsor and the other parties thereto (the “Insider Letter”), including the restrictions on transferring and redeeming CEPT Ordinary Shares in connection with the Transactions, (iv) to waive the anti-dilution rights of the issued and outstanding CEPT Class B Ordinary Shares set forth in CEPT’s amended and restated memorandum and articles of association (the “CEPT Memorandum and Articles”), (v) to surrender, for no consideration, up to 30% of its CEPT Class B Ordinary Shares immediately prior to, and conditioned upon, the consummation of the CEPT Merger (the “Surrendered CEPT Shares”) (such number of Surrendered CEPT Shares to be determined pursuant to a formula taking into account the number of shares redeemed by CEPT Shareholders in the Business Combination and the gross proceeds from the PIPE Investments exceeding $100.0 million), (vi) that the shares of PubCo Common Stock received by the Sponsor in exchange for its CEPT Class B Ordinary Shares (other than any Surrendered CEPT Shares) (any such remaining shares, the “Post-Combination Founder Shares”) will be subject to a six months lock-up, subject to early release, and (vii) subject to and conditioned upon the Closing, that the Sponsor Note (as defined below), the Sponsor Loan (as defined below), and any other amounts outstanding from the Sponsor to CEPT shall, at the election of the Sponsor, be repaid either in cash or in PubCo Common Stock at $10.00 per share. In addition, the Sponsor agreed to subject up to 30% of its Post-Combination Founder Shares to vesting and potential forfeiture based on certain earn-out targets (as further described in “The Business Combination — Other Transaction Agreements — Sponsor Support Agreement).

Contemporaneously with the Closing, CEPT, PubCo, the Sponsor, and certain Securitize Stockholders will enter into an Amended and Restated Registration Rights Agreement that will amend and restate the registration rights agreement, dated as of May 1, 2025, by and between CEPT and the Sponsor, (the “Amended and Restated Registration Rights Agreement”), pursuant to which PubCo will (i) assume the registration obligations of CEPT under such registration rights agreement, with such rights applying to the shares of PubCo Common Stock and (ii) provide registration rights with respect to the resale of shares of PubCo Common Stock held by the Sponsor and the Securitize Stockholders party thereto.

Upon the completion of the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, and that the Sponsor Loan, the Sponsor Note, and any other amounts owing from CEPT to the Sponsor are repaid in cash, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.0%, 13.0%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

The price per share of PubCo Common Stock is $10.00 per share for (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders.

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of the Sponsor, as further described herein and the repayment of amounts owing to the Sponsor is approximately $99.0 million, assuming that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, the up to 30% of shares of PubCo Common Stock to be received by the Sponsor at the Closing which will be subject to an earnout, as described in the section entitled “The Business Combination — Business Combination Agreement”) (such earnout, the “Sponsor Earnout” and the shares of PubCo Common Stock subject to the Sponsor Earnout, the “Sponsor Earnout Shares”) are earned and not forfeited, the Sponsor Loan is fully drawn (for a maximum amount of $1,750,000) but no other amounts are owing from CEPT to the Sponsor, and that all PIPE Investors fund (or are deemed to have funded) their commitments in their PIPE Subscription Agreements.

The aggregate value of the total consideration that Securitize Common Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Common Stock to be held by Securitize Stockholders immediately prior to the Securitize Merger), is approximately $444,000,000. The aggregate value of the total consideration that Securitize Preferred Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Preferred Stock to be held by Securitize Preferred Stockholders immediately prior to the Securitize Merger), is approximately $738,500,000. The aggregate value of the total consideration that Public Shareholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share and assuming no redemptions, is approximately $240,000,000.

In addition, in connection with the consummation of the Business Combination and based on the assumptions described elsewhere in this proxy statement/prospectus, PubCo expects to issue, (a) up to 156,675,245 shares of PubCo Common Stock in exchange for Securitize Shares (including up to 6,250,000 Securitize Earnout Shares that Securitize Common Securityholders will be eligible to receive upon the achievement of certain share prices during the Earnout Period in accordance with the terms described below under the section titled “The Business Combination Proposal — General; Structure of the Business Combinations; Closings — 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 the 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 Assumed Options and Assumed RSUs, and (c) up to 3,829,432 shares of PubCo Common Stock issuable upon exercise of the Assumed Warrants. As discussed further under “The Business Combination Proposal — General; Structure of the Business Combinations; Securitize Merger; Securitize Options”, the Assumed Options represent options to purchase shares of PubCo Common Stock into which corresponding options to purchase Securitize Common Stock (the “Securitize Options”) were converted. The Assumed Options have the same terms and conditions as the corresponding Securitize Options, except that the number of shares of PubCo Common Stock subject to each Assumed Option and the per-share exercise price applicable thereto, are being adjusted based on the Securitize Exchange Ratio to ensure the economic value is replicated. As discussed further under “The Business Combination Proposal — General; Structure of the Business Combinations; Securitize Merger; Securitize Warrants”, the Assumed Warrants represent warrants to purchase shares of PubCo Common Stock into which corresponding warrants to purchase Securitize Preferred Stock issued by the Company pursuant to that certain Warrant, dated March 6, 2025, by and between J Digital 6 LLC and Securitize (the “Securitize Warrants”) were converted. The Assumed Warrants have the same terms and conditions as the corresponding Securitize Warrants, except that the number of shares of PubCo Common Stock subject to each Assumed Warrant and the per-share exercise price applicable thereto, are being adjusted based on the Securitize Exchange Ratio to ensure the economic value is replicated. It is anticipated that the aggregate price of the Assumed Warrants will be $38,294,325, at a price per warrant of $10.00.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Meeting scheduled to be held on June 29, 2026.

The CEPT Class A Ordinary Shares are currently listed on The Nasdaq Global Market under the symbols “CEPT.” If PubCo’s application for listing is approved, shares of PubCo Common Stock are expected to be traded on NYSE or another national securities exchange under the symbol “SECZ.” The CEPT Class A Ordinary Shares will not trade after the Closing.

Each of CEPT and PubCo is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

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Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination

When holders (the “Public Shareholders”) of CEPT Class A Ordinary Shares issued in the initial public offering of CEPT (the “CEPT IPO” and such shares, the “Public Shares”) consider the recommendation of the board of directors of CEPT (the “CEPT Board”) in favor of approval of the Business Combination and the other proposals discussed in this proxy statement/prospectus (the “Proposals”), Public Shareholders should keep in mind that the Sponsor and CEPT’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEPT Shareholder. These interests include, among other things:

• As of the date hereof, the Sponsor is the record holder of 6,000,000 CEPT Class B Ordinary Shares (the “CEPT Founder Shares”) it acquired for $25,000 and 580,000 CEPT Class A Ordinary Shares (the “CEPT Private Placement Shares”) it acquired in a private placement for $10.00 per share. The following persons have material interests in the Sponsor: Cantor Fitzgerald, L.P. (“Cantor”) is the sole member of the Sponsor; CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor; and Brandon G. Lutnick is the controlling trustee of the trusts owning all of the voting shares of CFGM and the Chairman and Chief Executive Officer of CFGM and Cantor. As of the date hereof, each of Cantor, CFGM and Brandon G. Lutnick may be deemed to have beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. As of the date hereof, other than Brandon G. Lutnick (as described above) and Danny Salinas (who has a minority limited partnership interest in Cantor), none of CEPT’s other directors or executive officers has a direct or indirect ownership interest in the Sponsor and none of CEPT’s directors or executive officers has beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor;

• The Sponsor paid $25,000, or approximately $0.004 per share, for the 6,000,000 CEPT Founder Shares, and $5,800,000, or $10.00 per share, for the 580,000 CEPT Private Placement Shares. As of October 27, 2025, the aggregate value of such shares is estimated to be approximately $81.1 million, assuming the per share value of the shares is the same as the $12.33 closing price of the CEPT Class A Ordinary Shares on Nasdaq on October 28, 2025 (the date the proposed Business Combination was announced). As a result, the Sponsor is likely to be able to recoup its investment in CEPT and make a substantial profit on that investment, even if shares of PubCo Common Stock lose significant value after the Closing. This means that the Sponsor could earn a positive rate of return on its investment, even if Public Shareholders experience a negative rate of return in PubCo;

• The 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares held by the Sponsor and purchased by the Sponsor for $5,825,000 will be worthless if a business combination is not consummated by CEPT by the end of the Combination Period (as defined below);

• Pursuant to the Insider Letter, the Sponsor agreed that, subject to limited exceptions, the 580,000 CEPT Private Placement Shares it holds will not be sold or transferred until 30 days after CEPT has completed a business combination and that the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, and provides that one-third of the Post-Combination Founder Shares are subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing;

• CF&Co., an affiliate of the Sponsor and Cantor, is a party to an engagement letter, dated September 25, 2025, with Citigroup Global Markets Inc. (“Citi”), PubCo, Securitize and CEPT (the “PIPE Engagement Letter”), pursuant to which PubCo, Securitize and CEPT engaged CF&Co. and Citi as co-placement agents for the PIPE Investment. CF&Co. is also a party to an engagement letter, dated October 10, 2025, with CEPT (the “M&A Engagement Letter”), pursuant to which CEPT engaged CF&Co. as CEPT’s

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exclusive financial advisor for the Business Combination. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize). Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the total value of the shares of PubCo Common Stock issued to Securitize Stockholders at the Closing with such shares valued at $10.00 per share (the “Securitize Equity Value”), and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing). In addition, CF&Co. entered into a business combination marketing agreement with CEPT on May 1, 2025 (the “Business Combination Marketing Agreement”), pursuant to which CF&Co. will receive an $8.4 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing;

• The Sponsor and CEPT’s officers and directors have agreed not to redeem any CEPT Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

• The CEPT Memorandum and Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CEPT; and (ii) CEPT renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and CEPT, on the other. In the course of their other business activities, CEPT’s officers and directors may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to CEPT as well as the other entities with which they are affiliated. CEPT’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before CEPT is presented with it. CEPT does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

• CEPT has until May 5, 2027, or until such earlier liquidation date as the CEPT Board may approve or such later date as the CEPT Shareholders may approve pursuant to the CEPT Memorandum and Articles, to consummate a business combination (the “Combination Period”). If the Business Combination with Securitize is not consummated and CEPT does not consummate another business combination by the end of the Combination Period, CEPT will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CEPT Board, dissolving and liquidating, subject in each case above to CEPT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such CEPT Ordinary Shares, and CF&Co. will not receive any of the fees described above;

• CEPT has issued an unsecured promissory note (the “Sponsor Loan”) to the Sponsor in respect of up to $1,750,000 of loans the Sponsor has made, and will make, to CEPT to fund CEPT’s expenses relating to investigating and selecting an acquisition target and other working capital requirements. The Sponsor Loan does not bear interest and is repayable by CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside of CEPT’s trust account (the “Trust Account”). As of March 31, 2026, CEPT had approximately $605,000 outstanding under the Sponsor Loan. If the Business Combination or another business combination is not consummated by the end of the Combination Period, the Sponsor Loan may not be repaid to the Sponsor, in whole or in part;

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• CEPT has also issued an unsecured promissory note for up to $3,600,000 to the Sponsor (the “Sponsor Note”) in connection with certain loans the Sponsor will make to CEPT in connection with the consummation of a business combination, an extension of time for CEPT to consummate a business combination or CEPT’s liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Note may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. As of March 31, 2026, CEPT had $0 outstanding under the Sponsor Note. The Sponsor Note, if drawn, will not be repaid to the extent that the amount of the Sponsor Note exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

• If CEPT is unable to complete a business combination by the end of the Combination Period, the Sponsor has agreed to be liable to CEPT if and to the extent of any claims by a third party for services rendered or products sold to CEPT or by a prospective acquisition target with which CEPT has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, in each case, reduce the amount of redemption amount to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEPT’s indemnity of the underwriters of the CEPT IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) nor to claims brought by CEPT’s public auditor;

• The Sponsor, CEPT’s officers and directors and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on CEPT’s behalf, such as identifying, investigating, negotiating and completing a business combination. If CEPT does not complete a business combination by the end of the Combination Period, CEPT may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, CEPT’s officers and directors or their affiliates has incurred any such expenses which would be reimbursed at the Closing; and

• CEPT’s officers and directors will be eligible for continued indemnification and continued coverage under a tail policy for CEPT’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be paid for by PubCo at the Closing pursuant to the Business Combination Agreement. If the Business Combination does not close, CEPT’s officers and directors may not receive this tail insurance coverage.

Unrelated to the Business Combination, affiliates of the Sponsor and Cantor, including Cantor’s asset management division, are customers of Securitize and pay Securitize fees for providing services. Cantor and its affiliates may pursue additional business relationships and opportunities in the future with Securitize unrelated to the Business Combination.

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Interests of PubCo’s Directors and Executive Officers in the Business Combination

In considering the recommendation of the CEPT Board to vote in favor of approval of the Proposals, CEPT Shareholders should keep in mind that the directors and executive officers of PubCo have interests in such Proposals that are different from or in addition to, those of CEPT Shareholders. In particular:

• PubCo intends to grant equity awards under the Incentive Plan to PubCo’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. As recipients of the anticipated equity awards, PubCo’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer may have interests in the Business Combination that are different from or in addition to, the shareholders of PubCo; and

• The fact that Carlos Domingo, Chief Executive Officer of PubCo, is expected to become a director of PubCo at Closing.

Consideration to be Received by, and Securities to be Issued to, the Sponsor and its Affiliates

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and its Affiliates in connection with the Business Combination, the PIPE Investment, the amount of securities issued or to be issued by PubCo to the Sponsor and its Affiliates and the price paid or to be paid or consideration provided for such securities or any related financing transaction.

Entity	Interest in Securities/Other Consideration to be Received	Price Paid or to be Paid or Consideration Provided
Sponsor	• CEPT will receive 6,000,000 shares of PubCo Common Stock in exchange for its 6,000,000 CEPT Founder Shares (assuming no Public Shares are redeemed and all PIPE Investors fund, or are deemed to have funded, their commitments under the PIPE Subscription Agreements). Up to 30% of such shares are subject to surrender (with the number of shares to be surrendered to be determined pursuant to a formula taking into account the number of Public Shares redeemed in the Business Combination and the gross proceeds from the PIPE Investments exceeding $100.0 million), and up to 30% of the remaining shares will be subject to the Sponsor Earnout and potential vesting and forfeiture;	• $25,000 paid to purchase the 6,000,000 CEPT Founder Shares
	• CEPT will receive 580,000 shares of PubCo Common Stock in exchange for its 580,000 CEPT Private Placement Shares;	• $5,800,000 paid to purchase the 580,000 CEPT Private Placement Shares
	• Additional shares of PubCo Common Stock and/or cash	• Amounts outstanding at the Closing under the Sponsor Loan, the Sponsor Note or any other loans made by the Sponsor to CEPT will be repaid by the issuance in cash or in newly issued CEPT Class A Ordinary Shares at $10.00 per share (as determined by the Sponsor)
CF&Co.	• $8,400,000 in cash	• Services pursuant to the Business Combination Marketing Agreement
	• Approximately $4.3 million in cash (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize)	• Services pursuant to the PIPE Engagement Letter

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Entity		Interest in Securities/Other Consideration to be Received		Price Paid or to be Paid or Consideration Provided
		• Up to $18.75 million in cash, which is equal to 1.5% of the Securitize Equity Value (assuming no Public Shares are redeemed). One-third of such fee is subject to reduction based on the number of redemptions.		• Services pursuant to the M&A Engagement Letter

Because the Sponsor acquired the 6,000,000 CEPT Founder Shares at a nominal price, the Public Shareholders will incur substantial and immediate dilution upon the Closing of the Business Combination. See the sections titled “Summary of the Proxy Statement/Prospectus — Dilution,” “Risk Factors — Risks Related to the Business Combination — The value of the Post-Combination Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of PubCo Common Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the CEPT management team to pursue and consummate the Business Combination which differs from the Public Shareholders” and “Risk Factors — Risks Related to the Business Combination — Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing of the Business Combination as a result of the CEPT Class B Ordinary Shares held by the Sponsor, since the value of the CEPT Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of the shares of PubCo Common Stock in the Business Combination and the PIPE Investment.”

After careful consideration, the CEPT Board has unanimously approved the Business Combination Agreement and the other Proposals described in the accompanying proxy statement/prospectus and the CEPT Board has determined that it is advisable to consummate the Business Combination. The CEPT Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CEPT’s management, the members of the CEPT Board and the other representatives of CEPT have experience in evaluating companies operating in the blockchain and digital assets industries and reviewed certain financial information of Securitize and other relevant financial information selected based on the experience and the professional judgment of CEPT’s management team. Accordingly, investors will be relying solely on the judgment of the CEPT Board in valuing Securitize’s business and accordingly, investors assume the risk that the CEPT Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEPT Shareholders have no assurance from an independent source that the number of shares of PubCo Common Stock to be issued to Securitize Stockholders and CEPT Shareholders in the Business Combination is fair to CEPT — and, by extension, CEPT Shareholders — from a financial point of view.” The CEPT Board recommends that Public Shareholders vote “FOR” the Proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. CEPT encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated June 5, 2026, and is first being mailed to CEPT Shareholders on or about June 8, 2026.

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CANTOR EQUITY PARTNERS II, INC.
110 East 59th Street
New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 2026

TO THE SHAREHOLDERS OF CANTOR EQUITY PARTNERS II, INC. (“CEPT SHAREHOLDERS”):

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), will be held at 10:00 a.m., Eastern Time, on June 29, 2026. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You can participate in the Meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/cantorequitypartnersii/2026 and using a control number assigned by Continental Stock Transfer & Trust Company. You will not be required to attend the Meeting in person in order to vote, and CEPT encourages virtual participation. You are cordially invited to attend the Meeting in person at the location noted above or via the live webcast noted above, and will be asked to consider and vote upon the following proposals (the “Proposals”):

(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, upon the consummation of the transactions contemplated thereby (the “Closing”), CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity (the “CEPT Merger”), and with (a) CEPT Shareholders holding Class B ordinary shares, par value $0.0001 per share, of CEPT (“CEPT Class B Ordinary Shares”), receiving one Class A ordinary share, par value $0.0001 per share, of CEPT ((the “CEPT Class A Ordinary Shares”), and, together with the CEPT Class B Ordinary Shares, the “CEPT Ordinary Shares”)), for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than certain CEPT Class B Ordinary Shares which are being cancelled in the Mergers), and (b) immediately thereafter, each CEPT Class A Ordinary Share will be cancelled, in exchange for the right of CEPT Shareholders holding CEPT Class A Ordinary Shares to receive one share of common stock, par value $0.0001 per share, of PubCo (“PubCo Common Stock”) for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any holders of Public Shares (as defined below) which are the subject of valid redemption requests), and (ii) 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 stockholders of Securitize (“Securitize Stockholders”) receiving shares of PubCo Common Stock in exchange for their shares of common stock of Securitize. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents (as defined below) (the “Business Combination”), SPAC Merger Sub and Securitize will become wholly-owned subsidiaries 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. We refer to this Proposal as the “Business Combination Proposal.” The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal,” and a copy of the Business Combination Agreement and the amendment thereto is attached to the accompanying proxy statement/prospectus as Annex A.

(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,

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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 to 500,000,000 ordinary shares of a nominal or par value of $0.0001 each.

We refer to this Proposal as the “Merger Proposal.” The Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Merger Proposal” and a copy of the CEPT Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex B.

(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 (Annex C) and the Form of Certificate of Incorporation of PubCo (the “PubCo Charter”) and the Amended and Restated Bylaws of PubCo (the “PubCo Bylaws”), substantially in the form attached to this proxy statement/prospectus as Annex D (the “Proposed Organizational Documents”), specifically to approve (collectively, the “Organizational Documents Proposals”):

		Proposal A:		the change from a board of directors consisting of two classes to a board of directors consisting of three classes;
		Proposal B:		the change that the board of directors is 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);
		Proposal C:		changes related to the parties that may call a special meeting of shareholders;
		Proposal D:		the changes to the quorum of the board of directors;
		Proposal E:		the changes to the notice of shareholder actions and meetings; and
		Proposal F:		the changes to the exclusive forum provision.

The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Proposals.”:

(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 (in each case as defined below), and (b) up to 22,500,000 CEPT Class A Ordinary Shares (the “PIPE Shares”) issuable to certain investors (the “PIPE Investors”) upon consummation of a private placement immediately prior to the CEPT Merger (the “PIPE Investment”), 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 (the “Assumed Warrants”), in each case, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. We refer to this Proposal as the “Nasdaq Proposal.” The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposal.”

(5) The Adjournment Proposal — to approve, by ordinary resolution, a proposal to adjourn the Meeting to a later date or dates to be determined by the Chairman of the Meeting, if it is determined by CEPT that additional time is necessary or appropriate to complete the Business Combination or for any other reason. We refer to this Proposal as the “Adjournment Proposal.” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal.”

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Only holders of record of CEPT Ordinary Shares at the close of business on May 11, 2026 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

After careful consideration, the board of directors of CEPT (the “CEPT Board”) has determined that the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal are in the commercial interests of CEPT and the CEPT Shareholders and unanimously recommends that Public Shareholders (as defined below) vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal, if presented. When Public Shareholders consider the CEPT Board’s recommendation of the Proposals, Public Shareholders should keep in mind that the directors and officers of CEPT and PubCo have interests in the Business Combination that may conflict with the interests of a Public Shareholder as a CEPT Shareholder. For a more complete descriptions of these interests, see the sections entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination” and “The Business Combination Proposal — Interests of PubCo’s Directors and Executive Officers in the Business Combination.”

To pass, each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CEPT Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Merger Proposal requires a special resolution of CEPT Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CEPT Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CEPT Board is asking CEPT Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the PubCo Charter and the PubCo Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Under the Business Combination Agreement, the approval by CEPT Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals are not approved by CEPT Shareholders, the Business Combination will not be consummated, unless waived by the parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The Sponsor currently holds 6,000,000 CEPT Class B Ordinary Shares (the “CEPT Founder Shares”) it acquired for $25,000 and 580,000 CEPT Class A Ordinary Shares (the “CEPT Private Placement Shares”) it acquired in a private placement for $10.00 per share. The Sponsor has agreed to vote its 6,580,000 CEPT Ordinary Shares, representing

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approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

Upon the completion of the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, the Sponsor Loan is repaid in cash, and that no amounts are owing from CEPT to the Sponsor under the Sponsor Note or otherwise, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.1%, 13.1%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

The aggregate value of the total consideration that the Sponsor and its Affiliates will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the CEPT Ordinary Shares currently held by the Sponsor), cash fees to be paid to CF&Co., an affiliate of the Sponsor, as further described herein and the repayment of amounts owing to the Sponsor is approximately $99.0 million, assuming that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, all Sponsor Earnout Shares are earned and not forfeited, the Sponsor Loan is fully drawn (for a maximum amount of $1,750,000) but no other amounts are owing from CEPT to the Sponsor, and that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements.

Pursuant to the CEPT Memorandum and Articles, CEPT is providing the Public Shareholders with the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing) in CEPT’s trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the CEPT’s initial public offering (the “CEPT IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $248.8 million as of March 31, 2026, the estimated per share redemption price would have been approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes). CEPT Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Public Shares for cash. This means that CEPT Shareholders who hold Public Shares on or before June 25, 2026 (two (2) business days

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before the Meeting) will be eligible to elect to have their Public Shares redeemed for cash in connection with the Meeting, whether or not they are holders as of the Record Date, and whether or not such Public Shares are voted at the Meeting.

The Sponsor and CEPT’s executive officers and directors have agreed to waive their redemption rights with respect to any CEPT Ordinary Shares they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per share redemption price.

All CEPT Shareholders are cordially invited to attend the Meeting. Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, to ensure your representation at the Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of CEPT Ordinary Shares, you may also cast your vote via Internet or telephone or in person. If your CEPT Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, you may call Sodali & Co (“Sodali”), CEPT’s proxy solicitor, at (203) 658-9400 (banks and brokers) or email at CEPT.info@investor.sodali.com.

By Order of the CEPT Board
/s/ Brandon G. Lutnick
Brandon G. Lutnick Chairman and Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, NO LATER THAN 5:00 P.M., EASTERN TIME, ON JUNE 25, 2026 (TWO BUSINESS DAYS PRIOR TO THE MEETING), DEMAND THAT CEPT REDEEM YOUR PUBLIC SHARES FOR CASH BY (A) DELIVERING A NOTICE TO CEPT’S TRANSFER AGENT AND (B) TENDERING YOUR PUBLIC SHARES TO CEPT’S TRANSFER AGENT. YOU MAY TENDER YOUR PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR PUBLIC SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN YOUR PUBLIC SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD YOUR PUBLIC SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE PUBLIC SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF CEPT SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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ADDITIONAL INFORMATION

This document incorporates important business and financial information about CEPT filed with the Securities and Exchange Commission (the “SEC”) that is not included in or delivered with this document. You can obtain any of the documents filed with the SEC by CEPT at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this document, at no cost, by contacting CEPT. Please see “Where You Can Find More Information” for more details. In order to receive timely delivery of the documents in advance of the Meeting, you should make your request to:

Cantor Equity Partners II, Inc.
110 East 59th Street
New York, New York 10022
Email: CantorEquityPartners@cantor.com

Sodali & Co
430 Park Avenue, 14th Floor
New York, New York 10022
Telephone: (800) 662-5200
Banks and Brokers can call: (203) 658-9400
Email: CEPT.info@investor.sodali.com

To obtain timely delivery, you must request the information no later than five business days before the date you must make their investment decision.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by CEPT, PubCo or Securitize. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of CEPT, PubCo or Securitize since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

You will not be charged for any of these documents that you request. To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

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		Page
Market, Industry and Other Data		iii
Trademarks		iii
Cautionary Note Regarding Forward-Looking Statements		iv
Certain Defined Terms		vi
Questions and Answers About the Proposals		xiii
Summary of the Proxy Statement/Prospectus		1
Reasons for Approval of the Business Combination		13
Redemption Rights		18
Summary of Risk Factors		23
Summary Unaudited Pro Forma Condensed Combined Financial Information		26
Summary Historical Financial Information of Securitize		27
Summary Historical Financial Information of CEPT		29
Comparative Historical and Unaudited Pro Forma Per Share Financial Information		31
Ticker Symbol and Dividend Information		32
Risk Factors		33
Extraordinary General Meeting of CEPT Shareholders		80
Material U.S. Federal Income Tax Considerations		86
The Business Combination		96
Proposal No. 1 — The Business Combination Proposal		125
Proposal No. 2 — The Merger Proposal		146
Proposal No. 3 — The Organizational Documents Proposal		149
Proposal No. 4 — The NASDAQ Proposal		156
Proposal No. 5 — The Adjournment Proposal		158
Unaudited Pro Forma Condensed Combined Financial Information		159
Combined Company Notes to Unaudited Pro Forma Condensed Combined Financial Information		168
Information About CEPT		177
CEPT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		193
Business of Securitize		199
Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		212
Management after the Business Combination		239
Executive Compensation		245
Beneficial Ownership of Securities		250
Certain CEPT Relationships and Related Party Transactions		254
Certain Securitize Relationships and Related Party Transactions		258
Description of Securities		260
PubCo Common Stock Eligible for Future Sale		264
Future Shareholder Proposals		266
Shareholder Communications		267
Legal Matters		267
Change in Securitize’s Certifying Accountant		267
Experts		268
Householding Information		268
Where You Can Find Additional Information		269
Index to Financial Statements		F-1
Annex A — Business Combination Agreement		A-1
Annex B — CEPT Plan of Merger		B-1
Annex C — Amended and Restated Memorandum and Articles of Association of Cantor Equity Partners II, Inc.		C-1

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		Page
Annex D — Form of Certificate of Incorporation of PubCo and Form of Bylaws of PubCo		D-1
Annex E — Form of Amended and Restated Registration Rights Agreement		E-1
Annex F — Form of PIPE Subscription Agreement		F-1
Annex G — Form of Lock-Up Agreement		G-1
Annex H — Sponsor Support Agreement		H-1
Annex I — Shareholder Support Agreement		I-1
Annex J — Sections 238 and 239 of The Cayman Act		J-1

PubCo, CEPT and Securitize are responsible for the information contained in this proxy statement/prospectus. None of PubCo, CEPT or Securitize has authorized anyone to provide you with different information, and none of PubCo, CEPT or Securitize takes responsibility for any other information others may give you. PubCo, CEPT and Securitize are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

For investors outside of the United States, none of PubCo, CEPT or Securitize has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

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Market, Industry and Other Data

This proxy statement/prospectus contains estimates, projections and other information concerning Securitize’s industry, Securitize’s business and the markets for Securitize’s services. Some market data and statistical information contained in this proxy statement/prospectus are also based on Securitize’s management’s estimates and calculations, which are derived from their review and interpretation of the independent sources listed below, internal research and knowledge of Securitize’s market. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. In addition, projections, assumptions and estimates of the future performance of the industry in which Securitize’s operates and Securitize’s future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Unless otherwise expressly stated, we obtained industry, business, market and other data from the reports, publications and other materials and sources listed below. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Trademarks

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/consent solicitation statement/prospectus may appear without the ®, ™ or ℠ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. PubCo, CEPT and Securitize do not intend that use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us, by any other companies.

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Cautionary Note Regarding Forward-Looking Statements

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding CEPT, PubCo, Securitize and their respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts, including statements about the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The safe harbor for forward-looking statements is not applicable to this offering pursuant to Section 27A of the Exchange Act.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of CEPT, PubCo or Securitize as of any subsequent date, and none of CEPT, PubCo or Securitize undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how you should vote your shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of PubCo may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

• the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of securities of CEPT or PubCo;

• the risk that the Transactions may not be completed by the end of the Combination Period;

• the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of CEPT Shareholders, or the PIPE Investment;

• failure to realize the anticipated benefits of the Transactions;

• the level of redemptions of the 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 Public Shares or the shares of PubCo Common Stock;

• the lack of a third-party fairness opinion in determining whether or not to pursue the Transactions;

• the failure of PubCo to obtain or maintain the listing of its securities on any securities exchange after the Closing;

• costs related to the Transactions and as a result of PubCo 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 the industry in which PubCo operates;

• risks related to increased competition in the industries in which PubCo will operate;

• risks that after the Closing, PubCo experiences difficulties managing its growth and expanding operations;

• challenges in implementing PubCo’s business plan, due to operational challenges, significant competition and regulation;

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• the outcome of any potential legal proceedings that may be instituted against PubCo, CEPT or others following the announcement of the Transactions, and

• other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

While forward-looking statements reflect CEPT’s, PubCo’s and Securitize’s good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, CEPT, PubCo and Securitize disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus. For a further discussion of these and other factors that could cause CEPT’s, PubCo’s and Securitize’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.”

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Certain Defined Terms

In this document the following terms, when capitalized, have the following meanings.

“$,” “USD,” “US$” and “U.S. dollar” each refer to the legal currency of the United States.

“10% U.S. Shareholder” means a U.S. Holder who, on the date of the CEPT Merger, beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power or value of CEPT.

“2024 SPAC Rules” means the rules and regulations for SPACs adopted by the SEC on January 24, 2024, and which became effective on July 1, 2024.

“25% Redemptions Scenario” means a scenario whereby 25%, or 6,000,000, of the Public Shares are redeemed by Public Shareholders.

“50% Redemptions Scenario” means a scenario whereby 50%, or 12,000,000, of the Public Shares are redeemed by Public Shareholders.

“75% Redemptions Scenario” means a scenario whereby 75%, or 18,000,000, of the Public Shares are redeemed by Public Shareholders.

“100% Redemptions Scenario” means a scenario whereby 100%, or 24,000,000, of the Public Shares are redeemed by Public Shareholders.

“Adjournment Proposal” means the proposal to adjourn the Meeting to a later date or dates to be determined by the Chairman of the Meeting, if it is determined by CEPT that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

“Affiliate(s)” when used with respect to a particular person, means any other person directly or indirectly controlling, controlled by or under common control with such person as of the date on which, or at any time during the period for which, the determination of affiliation is being made, whether through one or more intermediaries or otherwise, and the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Agreement to be executed at Closing by and among PubCo, the Sponsor and the other parties thereto, in the form attached hereto as Annex E.

“Ancillary Document(s)” means each agreement, instrument or document attached to the Business Combination Agreement as an exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the parties in connection with or pursuant to the Business Combination Agreement or the Transactions, including the Sponsor Support Agreement, the Company Stockholder Support Agreement, the Lock-Up Agreements, the Amended and Restated Registration Rights Agreement, the PIPE Subscription Agreements, the Company Written Consent, the PubCo Charter and PubCo Bylaws, and any agreements relating to or instruments governing any additional permitted financing.

“Assumed Options” means any vested options exercisable for Securitize Common Stock, that are being exchanged for options exercisable for PubCo Common Stock in the Securitize Merger.

“Assumed RSUs” means any restricted stock units denominated in Securitize Common Stock, that are being exchanged for restricted stock units denominated in PubCo Common Stock in the Securitize Merger.

“Assumed Warrants” means certain warrants in Securitize held by J Digital 6 LLC.

“ATS(s)” means alternative trading system.

“Broker non-vote” means the failure of a CEPT Shareholder who holds his, her or its shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee.

“BUIDL” means BlackRock USD Institutional Digital Liquidity Fund.

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“Business Combination” or “Transactions” means, collectively, the Mergers and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

“Business Combination Agreement” means the Business Combination Agreement, dated as of October 27, 2025, by and among CEPT, Securitize, PubCo, Company Merger Sub and SPAC Merger Sub (and as may be amended and/or amended and restated), a copy of which is attached hereto as Annex A.

“Business Combination Marketing Agreement” means the letter agreement, dated May 1, 2025, by and between CF&Co. and CEPT.

“Business Combination Proposal” means the proposal to approve the Business Combination Agreement and the Business Combination.

“business day(s)” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York and the Cayman Islands are authorized or required by law to close for business.

“Cantor” means Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of the Sponsor and CF&Co. and, prior to the Closing, CEPT.

“Cayman Act” or “Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“CEPT” means Cantor Equity Partners II, Inc., a Cayman Islands exempted company.

“CEPT Audit Committee” means the audit committee of the CEPT Board.

“CEPT Board” means the board of directors of CEPT.

“CEPT Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of CEPT.

“CEPT Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of CEPT.

“CEPT Compensation Committee” means the compensation committee of the CEPT Board.

“CEPT Dissenting Shares” means the CEPT Ordinary Shares of CEPT Shareholders who have properly demanded dissenters’ rights for their CEPT Ordinary Shares in accordance with the Cayman Act (and not waived, withdrawn or otherwise lost such rights).

“CEPT Founder Shares” means the 6,000,000 CEPT Class B Ordinary Shares purchased by the Sponsor for $25,000 in a private placement prior to the CEPT IPO.

“CEPT IPO” means the initial public offering of the Public Shares by CEPT which was consummated on May 5, 2025.

“CEPT IPO Prospectus” means the final prospectus of CEPT (File Nos. 333-285681 and 333-286916), dated as of May 1, 2025, and filed with the SEC on May 2, 2025.

“CEPT Loans” means the Sponsor Loan, the Sponsor Note and any Working Capital Loans.

“CEPT Memorandum and Articles” means the amended and restated memorandum and articles of association of CEPT as of the date hereof, as amended and in effect under the Cayman Act.

“CEPT Merger” means the merger of CEPT with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the CEPT Surviving Subsidiary.

“CEPT Merger Effective Time” means the time on the date of Closing when the CEPT Plan of Merger is registered by the Registrar of Companies of the Cayman Islands in accordance with the Cayman Companies Act (or such other time as specified in the CEPT Plan of Merger).

“CEPT Ordinary Shares” means, collectively, the CEPT Class A Ordinary Shares and the CEPT Class B Ordinary Shares.

“CEPT Plan of Merger” means the plan of merger entered into by SPAC Merger Sub and CEPT.

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“CEPT Private Placement” means the sale of the 580,000 CEPT Class A Ordinary Shares to the Sponsor that occurred concurrently with the CEPT IPO.

“CEPT Private Placement Shares” means the 580,000 CEPT Class A Ordinary Shares purchased by the Sponsor in the CEPT Private Placement.

“CEPT Shareholder Approval Matters” means the Business Combination Proposal and each of the other Proposals to be approved by CEPT Shareholders at the Meeting.

“CEPT Shareholders” means the holders of CEPT Ordinary Shares.

“CEPT Surviving Subsidiary” means SPAC Merger Sub continuing as the surviving entity after CEPT merges with and into SPAC Merger Sub in the CEPT Merger.

“Certificate of Merger” means the certificate filed the Secretary of State of the State of Delaware to certify the Securitize Merger.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership, the representative of the underwriters in the CEPT IPO and an affiliate of the Sponsor, Cantor and, prior to the Closing, CEPT.

“CFGM” means CF Group Management, Inc., a New York corporation, the managing general partner of Cantor.

“CFIUS” means the Committee on Foreign Investment in the United States.

“CFTC” means the Commodity Futures Trading Commission.

“Chapter 11” means 11 U.S.C. §§ 1101 to 1174 in the United States Bankruptcy Code.

“Citi” means Citigroup Global Markets Inc.

“Citi M&A Engagement Letter” means the letter agreement, dated as of September 16, 2025, by and between Securitize and Citi for Citi to provide financial advisory services to Securitize in connection with the Business Combination.

“Closing” means the closing of the Transactions.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the 24-month period that CEPT has to consummate an initial business combination from the closing of the CEPT IPO to May 5, 2027, or such earlier date as determined by the CEPT Board, or as such date may be extended pursuant to the CEPT Memorandum and Articles.

“Company Merger Sub” means Senna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CEPT.

“Company Surviving Subsidiary” means Securitize continuing as the surviving company after Company Merger Sub merges with and into Securitize in the Securitize Merger.

“CST” means Continental Stock Transfer & Trust Company, transfer agent of CEPT and trustee of the Trust Account.

“D&O Indemnified Persons” means the current or former directors and officers of CEPT, the Securitize Entities, PubCo, Company Merger Sub or CEPT Merger Sub.

“DGCL” means the General Corporation Law of the State of Delaware.

“Directors” means the directors of PubCo from time to time, and each a Director.

“DPW” means Davis Polk & Wardwell LLP.

“DTC” means The Depository Trust Company.

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“DWAC” means DTC’s Deposit Withdrawal at Custodian service.

“Effective Date” means the date this Registration Statement is effective.

“Effective Time” means the Securitize Merger Effective Time and the CEPT Merger Effective Time.

“Engagement Letters” means the PIPE Engagement Letter, the Citi M&A Engagement Letter and the M&A Engagement Letter.

“ESPP” means the Securitize Holdings, Inc. Employee Stock Purchase Plan, to be adopted prior to Closing, as amended from time to time.

“ETF(s)” means exchange-traded funds.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FATCA” means the United States Foreign Account Tax Compliance Act.

“FDIC” means Federal Deposit Insurance Corporation.

“HHR” means Hughes Hubbard & Reed LLP.

“Incentive Plan” means the Securitize Holdings, Inc. Omnibus Incentive Plan, to be adopted prior to Closing, as amended from time to time.

“Insider Letter” means the letter agreement, dated as of May 2, 2025, by and among CEPT, the Sponsor and the other parties thereto.

“Interim Period” means the period from the date of the Business Combination Agreement until the earlier of (a) the Closing or (b) the termination of the Business Combination Agreement in accordance with its terms.

“Investment Company Act” means the United States Investment Company Act of 1940.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreement(s)” means the Lock-Up Agreements to be executed at Closing by the Securitize Stockholders, the form of which is attached hereto as Annex G.

“M&A Engagement Letter” means the letter agreement, dated as of October 10, 2025, by and between CEPT and CF&Co. for CF&Co. to provide financial advisory services to CEPT in connection with the Business Combination.

“Meeting” or the “Extraordinary General Meeting” means the extraordinary general meeting of CEPT Shareholders, to be held on June 29, 2026 at 10:00 a.m. Eastern Time.

“Merger Proposal” means the proposal to approve and authorize the CEPT Merger and the plan of merger for the CEPT Merger to be entered into by SPAC Merger Sub and CEPT.

“Mergers” means the CEPT Merger and the Securitize Merger.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the 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 (in each case as defined below), and (b) up to 22,500,000 CEPT Class A Ordinary Shares issuable to the PIPE Investors upon consummation of the PIPE Investment, 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 the Assumed Warrants, in each case, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635.

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“Nasdaq Rule(s)” means The Nasdaq Stock Market Listing Rule(s).

“No Redemptions Scenario” means a scenario whereby none of the Public Shareholders redeem their Public Shares.

“Non-U.S. Holder” means a beneficial owner of Public Shares that, for United States federal income tax purposes, is not a U.S. Holder or a partnership or other entity classified as a partnership for United States federal income tax purposes.

“NTBV” means net tangible book value.

“NYSE” means the New York Stock Exchange.

“Organizational Documents Proposals” means each of the proposals to consider and vote, on a non-binding advisory basis, upon the material differences between CEPT Memorandum and Articles and PubCo Charter and PubCo Bylaws to be effective upon the completion of the Business Combination, specifically to approve:

• Proposal A: the change from a board of directors consisting of two classes to a board of directors consisting of three classes;

• Proposal B: the change that the board of directors is 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);

• Proposal C: changes related to the parties that may call a special meeting of shareholders;

• Proposal D: the changes to the quorum of the board of directors;

• Proposal E: the changes to the notice of shareholder actions and meetings; and

• Proposal F: the changes to the exclusive forum provision. “OTC” means over the counter.

“Outside Date” means the date that is nine (9) months after the date of the Business Combination Agreement, or July 27, 2026.

“Parties” means the parties to the Business Combination Agreement, being CEPT, Securitize, PubCo, CEPT Merger Sub and Securitize Merger Sub.

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE Engagement Letter” means the letter agreement, dated September 25, 2025, by and among CF&Co., Citi, CEPT and Securitize, pursuant to which CF&Co. and Citi agreed to provide placement agent services in connection with the PIPE and other non-financial advisory services to PubCo.

“PIPE Investment” means the proposed issuance and sale by CEPT of the PIPE Shares to the PIPE Investors to occur immediately prior to the CEPT Merger.

“PIPE Investors” means the investors that entered into the PIPE Subscription Agreements with CEPT, Securitize and PubCo.

“PIPE Shares” means the up to 22,500,000 CEPT Class A Ordinary Shares to be issued by PubCo to the PIPE Investors as part of the Closing.

“PIPE Subscription Agreements” means the Subscription Agreements, dated October 27, 2025, by and among CEPT, Securitize and each of the PIPE Investors.

“Post-Combination Founder Shares” means the up to 6,000,000 shares of PubCo Common Stock to be received by the Sponsor in connection with the CEPT Merger (after giving effect to the surrender of any CEPT Founder Shares contemplated by the Sponsor Support Agreement and the conversion of such remaining shares into CEPT Class A Ordinary Shares immediately prior to the CEPT Merger).

“Proposed Organizational Documents” means the PubCo Charter and the PubCo Bylaws.

“proxy statement/prospectus” means this proxy statement/prospectus included in the Registration Statement.

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“PubCo” means Securitize Holdings, Inc., a Delaware corporation.

“PubCo Board” means the board of directors of PubCo.

“PubCo Bylaws” means the amended and restated bylaws of PubCo to be adopted in connection with Closing, in the form attached hereto as Annex D.

“PubCo Charter” means the amended and restated certificate of incorporation of PubCo to be adopted in connection with Closing, in the form attached hereto as Annex D.

“PubCo Common Stock” means the shares of common stock, par value $0.0001 per share, of PubCo.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 24,000,000 CEPT Class A Ordinary Shares issued in the CEPT IPO.

“Record Date” means May 11, 2026, the record date for the Meeting.

“Redemption Event” means the consummation of an initial business combination, an extension of the Combination Period or CEPT’s liquidation.

“Registration Statement” means the Registration Statement on Form S-4 (Registration No. 333-293022) filed by PubCo with the SEC of which this proxy statement/prospectus forms a part.

“Regulation S-K” means Regulation S-K of the Securities Act.

“Required Shareholder Approval” means the approval of the CEPT Shareholder Approval Matters that are submitted to the vote of the CEPT Shareholders at the Meeting in accordance with this proxy statement/prospectus, by the requisite vote of the CEPT Shareholders at the Meeting, in accordance with the CEPT Memorandum and Articles, applicable law and this proxy statement/prospectus.

“Resale Registration Statement” means the registration statement on Form S-1 to be filed by PubCo with the SEC after the Closing to register the resale of certain shares of PubCo Common Stock.

“Restricted Securities” means the shares of PubCo Common Stock received by each Securitize Stockholder as a result of the Lock-Up Agreements.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securitize” or the “Company” means Securitize, Inc., a Delaware corporation.

“Securitize Common Stock” means common stock, par value $0.0001 per share, of Securitize, including shares of Class A common stock.

“Securitize Entities” means Securitize and its subsidiaries.

“Securitize Merger” means the merger of Company Merger Sub with and into Securitize, with Securitize continuing as the Company Surviving Subsidiary.

“Securitize Merger Effective Time” means at the time on the date of Closing when the Certificate of Merger has been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL (or such other time as specified in the Certificate of Merger).

“Securitize Preferred Stock” means collectively, Securitize’s Series A preferred stock, Series B-1 preferred stock, Series B-2 preferred stock, Series B-3 preferred stock and Series B-4 preferred stock, each series of which has a par value of $0.0001 per share.

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“Securitize Stockholders” means the stockholders of Securitize prior to the Closing.

“SPAC Guidance” means the guidance issued by the SEC to the 2024 SPAC Rules.

“SPAC Merger Sub” means Pinecrest Merger Sub, a Cayman Islands exempted company.

“Sponsor” means Cantor EP Holdings II, LLC, a Delaware limited liability company, which is 100% owned by Cantor.

“Sponsor Loan” means the promissory note entered into by CEPT in favor of the Sponsor on May 1, 2025, evidencing the loan of up to $1,750,000 committed to CEPT by the Sponsor to fund CEPT’s expenses after the CEPT IPO and prior to a business combination relating to investigating and selecting an acquisition target and other working capital requirements.

“Sponsor Note” means the promissory note entered into by CEPT in favor of the Sponsor on May 1, 2025, evidencing the loan the Sponsor will make to CEPT in connection with the consummation of a Redemption Event, such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated October 27, 2025, by and among PubCo, CEPT, Securitize and the Sponsor.

“Trust Account” means the trust account of CEPT that holds the net proceeds of the CEPT IPO and the CEPT Private Placement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 1, 2025, by and between CEPT and CST.

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“Withum” means WithumSmith+Brown, PC.

“Working Capital Loans” means the funds that the Sponsor or an affiliate of the Sponsor, or certain of CEPT’s officers and directors may, but are not obligated to, loan CEPT as may be required if the Sponsor Loan is insufficient to cover the working capital requirements of CEPT.

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Questions and Answers About the Proposals

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Meeting and the Proposals. The following questions and answers do not include all the information that is important to CEPT Shareholders. CEPT Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Meeting.

Q: Why am I receiving this proxy statement/prospectus?

A: On October 27, 2025, CEPT, PubCo, Securitize, SPAC Merger Sub and Company Merger Sub entered into the Business Combination Agreement pursuant to which they agreed to effect the Business Combination on the terms set forth therein and as is described in this proxy statement/prospectus. CEPT Shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that, among other things: (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity in the CEPT Merger, and with (a) CEPT Shareholders holding CEPT Class B Ordinary Shares receiving one CEPT Class A Ordinary Share for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than the Surrendered CEPT Shares), and (b) immediately thereafter, with CEPT Shareholders holding CEPT Class A Ordinary Shares receiving one share of PubCo Common Stock for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any Public Shares for which a Public Shareholder has made a valid redemption request in accordance with the CEPT Memorandum and Articles and the CEPT IPO Prospectus), and (ii) 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 in the Securitize Merger, and with Securitize Stockholders receiving shares of PubCo Common Stock in exchange for their Securitize Shares.

Contemporaneously with the execution of the Business Combination Agreement on October 27, 2025, PubCo, CEPT and Securitize entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 PIPE Shares at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

For more information about the PIPE Investment and other arrangements contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Agreement” and “Other Transaction Agreements.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q: What is being voted on at the Meeting?

A: CEPT Shareholders are being asked to vote to approve the following Proposals:

(1) The Business Combination Proposal — to approve and adopt the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination Proposal.”

(2) The Merger Proposal — to approve and authorize the CEPT Merger and the CEPT Plan of Merger. See the section entitled “The Merger Proposal.”

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• Proposal A: the change from a board of directors consisting of two classes to a board of directors consisting of three classes;

• Proposal C: changes related to the parties that may call a special meeting of shareholders;

• Proposal D: the changes to the quorum of the board of directors;

• Proposal E: the changes to the notice of shareholder actions and meetings; and

• Proposal F: the changes to the exclusive forum provision.

See the section entitled “The Organizational Documents Proposals.”

(4) The Nasdaq Proposal — to approve 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 PIPE Shares issuable to the PIPE Investors upon consummation of the PIPE Investment, 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 exercise of the Assumed Warrants, in each case, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. We refer to this Proposal as the “Nasdaq Proposal.” The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposal.”

(5) The Adjournment Proposal — to approve a proposal to adjourn the Meeting to a later date or dates to be determined by the Chairman of the Meeting, if it is determined by CEPT additional time is necessary or appropriate to complete the Business Combination or for any other reason. See the section entitled “The Adjournment Proposal.”

CEPT will hold the Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. CEPT Shareholders should read it carefully.

The vote of CEPT Shareholders is important. CEPT Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: What will happen to the CEPT Class A Ordinary Shares in connection with the Closing?

A: CEPT Class A Ordinary Shares are currently listed on Nasdaq under the symbol “CEPT.” In connection with the Closing, holders of CEPT Class A Ordinary Shares will receive one share of PubCo Common Stock for each CEPT Class A Ordinary Share such CEPT Shareholder holds at Closing (other than any Public Shares which are the subject of valid redemption requests). If PubCo’s application for listing is approved, shares of PubCo Common Stock are expected to be traded on NYSE or another national securities exchange under the symbol “SECZ.”

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Q: What equity stake will current Public Shareholders, the PIPE Investors, the Sponsor and its Affiliates, the directors and officers of CEPT, and the Securitize Stockholders hold in PubCo immediately after the completion of the Business Combination and the PIPE Investment?

A: Upon the completion of the Business Combination and the consummation of the PIPE Investment and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, that the Sponsor Loan is repaid in cash and that no amounts are owing from CEPT to the Sponsor under the Sponsor Note or otherwise, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.0%, 13.0%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

If any of the Public Shareholders exercise their redemption rights, the percentage of the issued and outstanding shares of PubCo Common Stock held by the Public Shareholders will decrease and the percentages of issued and outstanding shares of PubCo Common Stock held by the PIPE Investors, the Sponsor and its Affiliates and the Securitize Stockholders, will each increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience dilution upon the exercise of the Assumed Warrants, the issuance of any shares of PubCo Common Stock pursuant to the Incentive Plan, the exercise of any Assumed Options, and other future equity issuances by PubCo that are unanticipated as of the date of this proxy statement/prospectus.

As of March 31, 2026, there are 30,580,000 CEPT Ordinary Shares issued and outstanding, including 24,000,000 Public Shares, which may be redeemed in connection with the Meeting by Public Shareholders, 580,000 CEPT Private Placement Shares held by the Sponsor and 6,000,000 CEPT Founder Shares held by the Sponsor.

CEPT cannot predict how many Public Shares will be redeemed. As a result, the parties are presenting five different redemption scenarios with respect to the Public Shares, each of which presents a different allocation of total shares of PubCo Common Stock issued and outstanding following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of PubCo under each of: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario, in each case, including the Sponsor Earnout Shares and excluding the dilutive effect of: (i) the Earnout Shares; (ii) the Assumed Warrants; and (iii) the Assumed Options and (iv) any share of PubCo Common Stock issuable under the Incentive Plan.

	No Redemptions Scenario(1)			25% Redemptions Scenario(2)			50% Redemptions Scenario(3)			75% Redemptions Scenario(4)			100% Redemptions Scenario(5)
	Shares	Ownership %		Shares	Ownership %		Shares	Ownership %		Shares	Ownership %		Shares	Ownership %
Public Shareholders	24,000,000	14.0	%	18,000,000	10.8	%	12,000,000	7.5	%	6,000,000	3.9	%	—	—	%
Holders of Securitize Common Stock(6)	46,262,801	26.8	%	46,262,801	27.7	%	46,262,801	28.7	%	46,262,801	29.9	%	46,262,801	31.3	%
Holders of Securitize Preferred Stock(8)	73,582,444	42.6	%	73,582,444	44.1	%	73,582,444	45.7	%	73,582,444	47.6	%	73,582,444	49.6	%
PIPE Investors	22,500,000	13.0	%	22,500,000	13.5	%	22,500,000	14.0	%	22,500,000	14.6	%	22,500,000	15.1	%
Sponsor(8)	6,580,000	3.8	%	6,580,000	3.9	%	6,580,000	4.1	%	6,167,500	4.0	%	5,717,500	3.9	%
Total	172,925,245	100.0	%	166,925,245	100.0	%	160,925,245	100.0	%	154,512,745	100.0	%	148,062,745	100.0	%

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The following table illustrates the potential dilutive effect of Assumed Warrants, Assumed Options, and the shares of PubCo Common Stock issuable under the Incentive Plan, but excluding any Securitize Earnout Shares issuable under the Business Combination Agreement:

	No Redemptions Scenario(1)			25% Redemptions Scenario(2)			50% Redemptions Scenario(3)			75% Redemptions Scenario(4)			100% Redemptions Scenario(5)
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
Public Shareholders	24,000,000	12.9	%	18,000,000	10.0	%	12,000,000	6.9	%	6,000,000	3.6	%	—	—	%
Assumed Warrants	3,829,432	2.1	%	3,829,432	2.1	%	3,829,432	2.2	%	3,829,432	2.3	%	3,829,432	2.4	%
Holders of Securitize Common Stock(6)	46,262,801	24.8	%	46,262,801	25.6	%	46,262,801	26.5	%	46,262,801	27.5	%	46,262,801	28.6	%
Assumed Options(7)	9,987,617	5.3	%	9,987,617	5.5	%	9,987,617	5.7	%	9,987,617	5.9	%	9,987,617	6.2	%
Holders of Securitize Preferred Stock(8)	73,582,444	39.4	%	73,582,444	40.7	%	73,582,444	42.1	%	73,582,444	43.7	%	73,582,444	45.5	%
PIPE Investors	22,500,000	12.0	%	22,500,000	12.4	%	22,500,000	12.9	%	22,500,000	13.4	%	22,500,000	13.9	%
Sponsor(9)	6,580,000	3.5	%	6,580,000	3.6	%	6,580,000	3.8	%	6,167,500	3.7	%	5,717,500	3.5	%
Incentive Plan Unvested Options
Pro forma diluted shares	186,742,294	100.0	%	180,742,294	100.0	%	174,742,294	100.0	%	168,329,794	100.0	%	161,879,794	100.0	%

The following table illustrates the potential dilutive effect of Assumed Warrants, Assumed Options, and the shares of PubCo Common Stock issuable under the Incentive Plan, and the issuance of the maximum number of Securitize Earnout Shares under the Business Combination Agreement:

	No Redemptions Scenario(1)			25% Redemptions Scenario(2)			50% Redemptions Scenario(3)			75% Redemptions Scenario(4)			100% Redemptions Scenario(5)
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
Public Shareholders	24,000,000	12.4	%	18,000,000	9.6	%	12,000,000	6.5	%	6,000,000	3.4	%	—	—	%
Assumed Warrants	3,829,432	2.0	%	3,829,432	2.0	%	3,829,432	2.1	%	3,829,432	2.2	%	3,829,432	2.3	%
Holders of Securitize Common Stock(6)	46,262,801	24.0	%	46,262,801	24.7	%	46,262,801	25.6	%	46,262,801	26.5	%	46,262,801	27.5	%
Assumed Options(7)	9,987,617	5.2	%	9,987,617	5.3	%	9,987,617	5.5	%	9,987,617	5.7	%	9,987,617	5.9	%
Holders of Securitize Preferred Stock(8)	73,582,444	38.1	%	73,582,444	39.4	%	73,582,444	40.7	%	73,582,444	42.1	%	73,582,444	43.8	%
Securitize Earnout Shares(10)	6,250,000	3.2	%	6,250,000	3.3	%	6,250,000	3.5	%	6,250,000	3.6	%	6,250,000	3.7	%
PIPE Investors	22,500,000	11.7	%	22,500,000	12.0	%	22,500,000	12.4	%	22,500,000	12.9	%	22,500,000	13.4	%
Sponsor(9)	6,580,000	3.4	%	6,580,000	3.5	%	6,580,000	3.6	%	6,167,500	3.5	%	5,717,500	3.4	%
Incentive Plan Unvested Options
Pro forma fully diluted common stock	192,992,294	100.0	%	186,992,294	100.0	%	180,992,294	100.0	%	174,579,794	100.0	%	168,129,794	100.0	%

____________

* Percentages may not sum to 100.0% due to rounding.

(1) Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

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(2) Assumes that Public Shareholders holding 25% of the Public Shares (6,000,000 Public Shares) exercise redemption rights with respect to their Public Shares, for an aggregate payment of approximately $63.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(3) Assumes that Public Shareholders holding 50% of the Public Shares (12,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $126.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(4) Assumes that Public Shareholders holding 75% of the Public Shares (18,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $189.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(5) Assumes that Public Shareholders holding 100% of the Public Shares (24,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $252.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(6) Assumes the Equity Value (as defined in the Business Combination Agreement) is $1,257 million. Excludes any Securitize Earnout Shares, none of which will be issued and outstanding at Closing. Includes 3,875,006 shares of PubCo Common Stock to be issued to the holders of certain Securitize convertible notes, which are converted at Closing, upon exchange of 845,156 shares of Securitize Common Stock based on the Securitize Exchange Ratio.

(7) Represents shares of PubCo Common Stock issuable on exercise of the Assumed Options being exchanged for PubCo vested options upon the Closing.

(8) Consists of 73,582,444 shares of PubCo Common Stock to be issued to the holders of Securitize Preferred Stock upon exchange of 16,048,654 shares of Securitize Preferred Stock based on the Securitize Exchange Ratio. Excludes any Securitize Earnout Shares, none of which will be issued and outstanding at Closing. Includes 3,875,006 shares of PubCo Common Stock to be issued to the holders of certain Securitize convertible notes, which are converted at Closing, upon exchange of 845,156 shares of Securitize Common Stock based on the Securitize Exchange Ratio.

(9) Includes 580,000 shares of PubCo Common Stock received in exchange for the CEPT Private Placement Shares and up to 6,000,000 Post-Combination Founder Shares after accounting for the surrender of CEPT Founder Shares based on redemptions in each scenario as calculated in accordance with the Sponsor Support Agreement. Certain of the Post-Combination Founder Shares are subject to an earn-out, as further described herein. To the extent some or all of such targets are not achieved, some or all of the shares of PubCo Common Stock will be forfeited by the Sponsor and cancelled, for no consideration. Such shares are reflected as being owned in each presentation because, as of the consummation of the Business Combination, they will be issued and outstanding.

(10) Up to 5% of the number of shares of PubCo Common Stock issued to the Security Stockholders in the Securitize Merger may be issued to Securitize Stockholders upon the satisfaction of certain earn-out targets, as further described in the section entitled “Business Combination — The Business Combination Agreement.”

Dilution

Dilution per share to Public Shareholders is determined by CEPT’s NTBV per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on NTBV per share, from the Public Shareholders as set forth as follows under five redemption scenarios.

The following table illustrates NTBV per share and the change in NTBV per share, as adjusted, following the Closing, including the issuance of CEPT Class A Ordinary Shares to the PIPE Investors, but excluding the other effects of the Business Combination, while giving effect to probable or consummated transactions that are material and other material effects on NTBV per share. These are presented in relation to the offering price per Public Share in the CEPT IPO as set forth as follows under the five redemption scenarios:

If you acquired Public Shares in the CEPT IPO, your ownership interest will be immediately diluted to the extent of the difference between the $10.00 price per share sold in the CEPT IPO and the NTBV per share, as adjusted, of the PubCo Common Stock immediately after consummation of the Business Combination.

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The following table presents the NTBV per share under each of: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario assuming various sources of material probable dilution (but excluding the direct effects of the Business Combination transaction itself).

	No Redemptions Scenario(1)				25% Redemptions Scenario(2)				50% Redemptions Scenario(3)				75% Redemptions Scenario(4)				100% Redemptions Scenario(5)
	Total Shares	NTBV Per Share(8) (9)			Total Shares	NTBV Per Share(8) (9)			Total Shares	NTBV Per Share(8) (9)			Total Shares	NTBV Per Share(8) (9)			Total Shares	NTBV Per Share(8) (9)
CEPT NTBV per share as of March 31, 2026 assuming the redemption of Public Shares	28,780,000	$	8.44		22,780,000	$	7.89		16,780,000	$	6.95		10,491,250	$	5.11		4,176,250	$	(2.27	)
Dilution of CEPT Shareholders assuming the cash settlement of remaining transaction expenses(6)	28,780,000	$	7.18		22,780,000	$	6.37		16,780,000	$	4.98		10,491,250	$	2.10		4,176,250	$	(9.45	)
Dilution of CEPT Shareholders assuming the issuance of shares to PIPE Investors(7)	51,280,000	$	8.48		45,280,000	$	8.24		39,280,000	$	7.93		32,991,250	$	7.58		26,676,250	$	7.07
Initial offering price of CEPT IPO		$	10.00			$	10.00			$	10.00			$	10.00			$	10.00
Pro forma NTBV per share from dilutive securities and other related events, excluding the Business Combination		$	8.48			$	8.24			$	7.93			$	7.58			$	7.07
Dilution to non-redeeming shareholders		$	(1.52	)		$	(1.76	)		$	(2.07	)		$	(2.42	)		$	(2.93	)

____________

(1) Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2) Assumes that Public Shareholders holding 25% of the Public Shares (6,000,000 Public Shares) exercise redemption rights with respect to their Public Shares, which is approximately $63.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(6) Includes the settlement of approximately $36.2 million of CEPT transaction expenses in a No Redemptions scenario, approximately $34.7 million of CEPT transaction expenses in a 25% Redemptions Scenario, approximately $33.1 million of CEPT transaction expenses in a 50% Redemptions Scenario, approximately $31.6 million of CEPT transaction expenses in a 75% Redemptions Scenario, and approximately $30.0 million of CEPT transaction expenses in a 100% Redemptions Scenario.

(7) Assumes the issuance of 22,500,000 CEPT Class A Ordinary Shares to PIPE Investors at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225.0 million.

(8) NTBV is calculated as total assets minus total liabilities and CEPT Class A Ordinary Shares subject to redemption as of March 31, 2026.

(9) NTBV is adjusted for (i) payments from the Trust Account at different levels of redemptions to Public Shareholders at the $10.51 per share redemption price as of March 31, 2026 (which is inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event); (ii) transaction costs that have not been recorded on CEPT’s financial statements as of March 31, 2026, which will have an impact on the calculation of NTBV upon the Closing; and (iii) funding of the PIPE Investment by the PIPE Investors. Dilution is calculated by subtracting the NTBV per share as of March 31, 2026, as adjusted, from the $10.00 CEPT IPO per share price for the Public Shares.

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CEPT issued the Public Shares in the CEPT IPO at $10.00 per share (the “IPO Price”). After giving effect to the issuance of the 24,000,000 Public Shares in the CEPT IPO and the 580,000 CEPT Private Placement Shares to the Sponsor in the CEPT Private Placement, there were 24,580,000 CEPT Ordinary Shares issued and outstanding. In connection with the Business Combination, assuming its consummation in accordance with the Business Combination Agreement, immediately after the Closing, PubCo is expected to have outstanding 172,925,245 shares of PubCo Common Stock, including (i) 22,500,000 shares of PubCo Common Stock issued to the PIPE Investors in the CEPT Merger, (ii) 119,845,245 shares of PubCo Common Stock issued to the Securitize Stockholders in the Securitize Merger, (iii) 24,000,000 shares of PubCo Common Stock issued to holders of CEPT Class A Ordinary Shares, and (iv) 6,580,000 shares of PubCo Common Stock issued to holders of Sponsor Shares. These shares outstanding also assume that no shares of PubCo Common Stock are issued and outstanding under the Incentive Plan. The tabular disclosure includes presentations of information at various illustrative redemption levels consistent with the “No Redemptions,” “25% Redemptions,” “50% Redemptions,” “75% Redemptions” and “100% Redemptions” scenarios further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

CEPT issued shares in the CEPT IPO at $10.00 per share (the “IPO Price”). Based on Securitize’s and CEPT’s current capitalization, the anticipated the total maximum number of shares of PubCo Common Stock outstanding or issuable immediately following the Closing in the No Redemptions Scenario will be approximately 172,925,245 shares (excluding Securitize Earnout Shares, Sponsor Earnout Shares, and any shares of PubCo Common Stock issuable on exercise of the Assumed Options and Assumed Warrants). In the No Redemptions Scenario, PubCo’s valuation following the Closing is based on the IPO Price and is therefore calculated as: $10.00 times 172,925,245 shares, or $1,729.3 million. The following table illustrates the valuation of PubCo at the offering price of the securities at the IPO Price for each redemption scenario:

	No Redemptions Scenario(1)		25% Redemptions Scenario(2)		50% Redemptions Scenario(3)		75% Redemptions Scenario(4)		100% Redemptions Scenario(5)
Valuation of shares held by Public Shareholders based on the IPO Price	$	240,000,000	$	180,000,000	$	120,000,000	$	60,000,000	$	—
Public Shares outstanding post-Business Combination		24,000,000		18,000,000		12,000,000		6,000,000		—
Valuation of shares held by the Sponsor based on the IPO Price	$	65,800,000	$	65,800,000	$	65,800,000	$	61,675,000	$	57,175,000
Sponsor Shares outstanding post-Business Combination(6)		6,580,000		6,580,000		6,580,000		6,167,500		5,717,500
Valuation of Securitize Common Securityholders based on the IPO Price	$	462,628,010	$	462,628,010	$	462,628,010	$	462,628,010	$	462,628,010
Securitize Common Securityholders shares outstanding post-Business Combination(7)		46,262,801		46,262,801		46,262,801		46,262,801		46,262,801
Valuation of Securitize Preferred Securityholders based on the IPO Price	$	735,824,440	$	735,824,440	$	735,824,440	$	735,824,440	$	735,824,440
Securitize Preferred Securityholders shares outstanding post-Business Combination		73,582,444		73,582,444		73,582,444		73,582,444		73,582,444
Valuation of PIPE Shares based on the IPO price	$	225,000,000	$	225,000,000	$	225,000,000	$	225,000,000	$	225,000,000

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	No Redemptions Scenario(1)		25% Redemptions Scenario(2)		50% Redemptions Scenario(3)		75% Redemptions Scenario(4)		100% Redemptions Scenario(5)
PIPE Shares outstanding post-Business Combination		22,500,000		22,500,000		22,500,000		22,500,000		22,500,000
Total valuation based on the IPO Price	$	1,729,252,450	$	1,669,252,450	$	1,609,252,450	$	1,545,127,450	$	1,480,627,450
Total shares outstanding post-Business Combination		172,925,245		166,925,245		160,925,245		154,512,745		148,062,745

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(1) Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(6) Includes 580,000 shares of PubCo Common Stock received in exchange for the CEPT Private Placement Shares. Excludes CEPT Class B Ordinary Shares being surrendered based on redemptions in each scenario as calculated pursuant to the Sponsor Support Agreement (412,500 shares and 862,500 shares in the 75% Redemptions Scenario and 100% Redemptions Scenario, respectively) and certain CEPT Class B Ordinary Shares (1,800,000 shares in the No Redemptions Scenario, 25% Redemptions Scenario, and 50% Redemptions Scenario, 1,676,250 shares in the 75% Redemptions Scenario, and 1,541,250 shares in the 100% Redemptions Scenario), which are Sponsor Earnout Shares subject to vesting upon the achievement of certain share prices during the Earnout Period.

(7) Excludes 6,250,000 Earnout Shares that Securitize Common Stockholders will be eligible to receive upon achievement of certain share prices during the Earnout Period.

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership percentage associated with shares of PubCo Common Stock held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by PubCo may result in additional dilution to Public Shareholders’ percentage ownership in PubCo, potentially significantly, and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Combined Financial Information.”

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Q: What conditions must be satisfied or waived to complete the Business Combination?

A: There are a number of closing conditions to the Business Combination in the Business Combination Agreement, including, but not limited to, the following: (i) approval of each of the CEPT Shareholder Approval Matters; (ii) the consummation of the Transactions not being prohibited by applicable law; (iii) effectiveness of the Registration Statement; (iv) the shares of PubCo Common Stock having been approved for listing on NYSE or another national securities exchange; and (v) the expiration or termination of the waiting period under the HSR Act applicable to the Transactions (which expired at 11:59 p.m. Eastern Time on January 22, 2026), all of which must be satisfied to complete the Business Combination.

The closing conditions to the Business Combination in the Business Combination Agreement that may be waived by the party entitled to the benefit of such condition include, but are not limited to, (i) the accuracy of the representations and warranties of each party and compliance in all material respects with each party’s respective covenants and agreements under the Business Combination Agreement, (ii) the absence of any Company Material Adverse Effect (as defined in the Business Combination Agreement) or SPAC Material Adverse Effect (as defined in the Business Combination Agreement), as applicable, since the date of the Business Combination Agreement, (iii) the satisfaction of certain other customary closing conditions, including the delivery of ancillary agreements at the Closing and (iv) at least $100 million of PIPE Investments having been funded (or deemed funded, in accordance with the terms of the PIPE Subscription Agreements).

For more information regarding the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — The Business Combination Agreement” and “The Business Combination — Other Transaction Agreements.”

Q: Why is CEPT providing CEPT Shareholders with the opportunity to vote on the Business Combination?

A: Under the CEPT Memorandum and Articles, CEPT must provide all Public Shareholders with the opportunity to have their Public Shares redeemed upon the consummation of CEPT’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business reasons and pursuant to Cayman Islands law requirements, CEPT has elected to structure the Business Combination in such a way as to provide Public Shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, CEPT is seeking to obtain the approval of the CEPT Shareholders of the Business Combination Proposal, among the other Proposals, in order to allow the Public Shareholders to effectuate redemptions of their Public Shares in connection with the consummation of the Business Combination.

Q: Are there any arrangements to help ensure that there will be sufficient funds to consummate the Business Combination?

A: Yes. Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, PubCo, CEPT and Securitize entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 PIPE Shares at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

The proceeds from the Trust Account (net of any amounts used to fund the redemptions of Public Shares) and the PIPE Investment will be used to pay any transaction expenses of the parties and any remainder will be used for transaction expenses, working capital and general corporate purposes. In addition, CEPT and Securitize may seek to arrange for additional third-party financing which may be in the form of debt (including convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

Q: How many votes do I have at the Meeting?

A: CEPT Shareholders are entitled to one vote at the Meeting for each CEPT Ordinary Share held of record as of May 11, 2026, the Record Date for the Meeting. As of the close of business on the Record Date, there were 30,580,000 CEPT Ordinary Shares issued and outstanding.

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Q: What constitutes a quorum at the Meeting?

A: A quorum of CEPT Shareholders is necessary to hold a valid meeting. A quorum for the Meeting will be achieved if CEPT Shareholders of record that hold a majority of the then issued and outstanding CEPT Ordinary Shares are present at the Meeting (whether in person (including via the virtual meeting platform) or by proxy), irrespective of the number of CEPT Ordinary Shares voted by such CEPT Shareholders at the Meeting. As of the Record Date, the presence, in person or by proxy, of CEPT Shareholders holding 15,290,001 CEPT Ordinary Shares would be required to achieve a quorum at the Meeting. In addition to the CEPT Ordinary Shares held by the Sponsor, which represent approximately 21.5% of the issued and outstanding CEPT Ordinary Shares and which will count towards this quorum, CEPT will need only one or more CEPT Shareholders of record holding 8,710,001 Public Shares, or approximately 36.3%, of the 24,000,000 Public Shares represented in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.

Q: What vote is required to approve the Proposals presented at the Meeting?

A: To pass, each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CEPT Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Merger Proposal requires a special resolution of CEPT Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CEPT Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CEPT Board is asking CEPT Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the PubCo Charter and the PubCo Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Assuming a quorum is established, a CEPT Shareholder’s failure to vote by proxy or to vote at the Meeting will have no effect on the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals.

The Sponsor has agreed to vote its 6,580,000 CEPT Ordinary Shares, representing approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

Q: Are the Proposals conditioned on one another?

A: Under the Business Combination Agreement, the approval by CEPT Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals is not approved by CEPT Shareholders, the Business Combination will not be consummated, unless waived by the Parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

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Q: How will the Sponsor and CEPT’s directors and officers vote?

A: The Sponsor has agreed to vote its 6,580,000 CEPT Ordinary Shares, representing approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of each of the Proposals. While none of CEPT’s executive officers or directors directly own any CEPT Ordinary Shares, pursuant to the Insider Letter, each of CEPT’s executive officers and directors have agreed to vote any CEPT Ordinary Shares held by them in favor of an initial business combination, including the Business Combination. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the Sponsor and CEPT’s officers and directors had agreed to vote their CEPT Ordinary Shares in accordance with the majority of the votes cast by Public Shareholders.

As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

Q: What interests do the Sponsor, CEPT’s directors and executive officers and their affiliates have in the Business Combination?

A: When Public Shareholders consider the recommendation of the CEPT Board in favor of approval of the Business Combination and other Proposals, Public Shareholders should keep in mind that the Sponsor and CEPT’s directors and officers have interests in the Proposals that are different from or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEPT Shareholder. These interests include, among other things:

• As of the date hereof, the Sponsor is the record holder of 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares. The following persons have material interests in the Sponsor: Cantor is the sole member of the Sponsor; CFGM is the managing general partner of Cantor; and Brandon G. Lutnick is the controlling trustee of the trusts owning all of the voting shares of CFGM and the Chairman and Chief Executive Officer of CFGM and Cantor. As of the date hereof, each of Cantor, CFGM and Brandon G. Lutnick may be deemed to have beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. As of the date hereof, other than Brandon G. Lutnick (as described above) and Danny Salinas (who has a minority limited partnership interest in Cantor), none of CEPT’s other directors or executive officers has a direct or indirect ownership interest in the Sponsor and none of CEPT’s directors or executive officers has beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor;

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• Pursuant to the Insider Letter, Sponsor agreed that, subject to limited exceptions, the 580,000 CEPT Class A Ordinary Shares it holds will not be sold or transferred until 30 days after CEPT has completed a business combination and that the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, and provides that one-third of the Post-Combination Founder Shares are subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing, and removes clause (b) above;

• CF&Co., an affiliate of the Sponsor and Cantor, is a party to the PIPE Engagement Letter pursuant to which PubCo, Securitize and CEPT engaged CF&Co. as a co-placement agent for the PIPE Investment. CF&Co. is also a party to the M&A Engagement Letter pursuant to which CEPT engaged CF&Co. as CEPT’s exclusive financial advisor for the Business Combination. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize). Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value, and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing). In addition, CF&Co. is also a party to the Business Combination Marketing Agreement, pursuant to which CF&Co. will receive an $8.4 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing.

• CEPT has until the end of the Combination Period to consummate a business combination. If the Business Combination with Securitize is not consummated and CEPT does not consummate another business combination by the end of the Combination Period, CEPT will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CEPT Board, dissolving and liquidating, subject in each case above to CEPT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such CEPT Ordinary Shares, and CF&Co. will not receive any of the fees described above;

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• CEPT has issued the Sponsor Loan to the Sponsor in respect of up to $1,750,000 of loans the Sponsor has made, and will make, to CEPT to fund CEPT’s expenses relating to investigating and selecting an acquisition target and other working capital requirements. The Sponsor Loan does not bear interest and is repayable by CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside of the Trust Account. As of March 31, 2026, CEPT had approximately $605,000 outstanding under the Sponsor Loan. If the Business Combination or another business combination is not consummated by the end of the Combination Period, the Sponsor Loan may not be repaid to the Sponsor, in whole or in part;

• CEPT has also issued the Sponsor Note to the Sponsor in respect of up to $3,600,000 of loans the Sponsor will make to CEPT in connection with a Redemption Event, such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Note may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. As of March 31, 2026, CEPT had $0 outstanding under the Sponsor Note. The Sponsor Note, if drawn, will not be repaid to the extent that the amount of the Sponsor Note exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

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For more information, see “Certain CEPT Relationships and Related Party Transactions” and see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Since the Sponsor and CEPT’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with PubCo and Securitize is appropriate as CEPT’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEPT if the Business Combination is not completed or any other business combination is not completed.”

CEPT’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its Affiliates, the CEPT Audit Committee should separately review and consider the potential conflicts of interest with respect to the Sponsor and its Affiliates arising out of the proposed Business Combination and the proposed terms in respect thereof. Accordingly, the CEPT Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

Q: What interests do PubCo’s directors and executive officers have in the Business Combination?

A: In considering the recommendation of the CEPT Board to vote in favor of approval of the Proposals, CEPT Shareholders should keep in mind that the directors and executive officers of PubCo have interests in such Proposals that are different from or in addition to, those of CEPT Shareholders. In particular:

• The fact that Carlos Domingo, Chief Executive Officer of PubCo, is expected to become a director of PubCo at Closing.

Q: What is CF&Co.’s history with CEPT and PubCo?

A: CF&Co.’s history with CEPT and PubCo can be summarized as follows:

• CF&Co. served as underwriter for the CEPT IPO. Pursuant to an underwriting agreement, dated May 1, 2025, between CEPT, on the one hand, and CF&Co. and Odeon Capital Group LLC (“Odeon”), on the other hand, CEPT paid a total of $4,800,000 in underwriting discounts and commissions for CF&Co.’s services as the representative of the underwriters in the CEPT IPO.

• Pursuant to the Business Combination Marketing Agreement, CEPT engaged CF&Co. as an advisor in connection with CEPT’s initial business combination to assist CEPT in arranging meetings with CEPT Shareholders to discuss any potential business combination and an acquisition target’s attributes, introducing CEPT to potential investors that are interested in purchasing CEPT’s securities and assisting CEPT with its press releases and public filings in connection with any business combination. Pursuant to the Business Combination Marketing Agreement, CEPT agreed to pay CF&Co. a cash fee for such services upon the consummation of its business combination in an amount equal to $8,400,000.

• Pursuant to the PIPE Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing, equal to approximately $4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize).

• Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value, and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing).

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Q: When will the Sponsor and the Securitize Stockholders be entitled to transfer their respective shares of PubCo Common Stock?

A: The Sponsor has agreed, and each of the Securitize Stockholders will agree, to restrictions on their ability to transfer, assign or sell their shares of PubCo Common Stock, as summarized in the table below. Such transfer restrictions will apply until the applicable expiration date, unless earlier waived by the contracting parties.

Subject Securities		Persons Subject to Restrictions		Expiration Date		Exceptions to Transfer Restrictions
CEPT Founder Shares (and the shares of PubCo Common Stock received by the Sponsor in exchange therefor in the CEPT Merger)		Sponsor		Up to 180 days after the Closing (subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing).		Transfers permitted (a) to CEPT’s officers or directors, any current or future affiliate or family member of any of such officers or directors, or any current or future affiliate of the Sponsor or to any member(s), officers, directors or employees of the Sponsor of any of its current or future affiliates; (b) as a gift to a charitable organization; (c) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or a current or future affiliate of such person; (d) to a charitable organization; (e) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (f) in the case of an individual, pursuant to a qualified domestic relations order; (g) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial business combination at prices no greater than the price at which the shares were originally purchased; (h) in the event of CEPT’s or liquidation prior to the completion of an initial business combination; or (i) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (g) or (i), these permitted transferees must enter into a written agreement with CEPT or PubCo agreeing to be bound by these same transfer restrictions.

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Subject Securities	Persons Subject to Restrictions	Expiration Date	Exceptions to Transfer Restrictions
CEPT Private Placement Shares (and the shares of PubCo Common Stock received in exchange therefore in the CEPT Merger)	Sponsor	30 days after the Closing	Same as above.
Shares of PubCo Common Stock received by Securitize Stockholders in the Securitize Merger	Securitize Stockholders	Up to 180 days after the Closing (subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $15.00, $17.50 and $20.00, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing).	Transfers permitted (and other exceptions permitted for) (I) in the case of an entity, (A) to another entity that is an Affiliate of the holder, (B) as part of a distribution to members, partners or stockholders of holder and (C) to officers or directors of holder, any Affiliate or family member of any of holder’s officers or directors, or to any members, officers, directors or employees of holder or any of its Affiliates; (II) in the case of an individual, by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person; (III) to a charitable organization; (IV) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (V) in the case of an individual, pursuant to a qualified domestic relations order; (VI) in the case of an entity, by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (VII) to satisfy any U.S. federal, state, or local income tax obligations of holder (or its direct or indirect owners) to the extent necessary to cover any tax liability as a direct result of the Transactions; (VIII) transactions relating to PubCo Common Stock acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the lock-up period; (IX) the exercise of any options to purchase PubCo Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options permit exercises on a cashless basis), but

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Subject Securities		Persons Subject to Restrictions		Expiration Date		Exceptions to Transfer Restrictions
						for the avoidance of doubt, any PubCo Common Stock received upon exercise of options, shall remain subject to the these lock-up restrictions during the lock-up period; (X) to PubCo to satisfy tax withholding obligations pursuant to PubCo’s equity incentive plans or arrangements; (XI) the establishment, at any time after the Closing, by a holder of a trading plan providing for the sale of PubCo Common Stock that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Restricted Securities shall be made by such Holder pursuant to such Trading Plan during the lock-up period and no public announcement or filing is voluntarily made regarding such plan during the lock-up period; or (XII) transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of PubCo’s stockholders having the right to exchange their PubCo Common Stock for cash, securities or other property subsequent to the Closing Date; or (XIII) in the case of Carlos Domingo only, a pledge of a number of shares of PubCo Common Stock with a market value equal to no more than $10.0 million (calculated based on the price of a share of PubCo Common Stock on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) as of or for the period required under the applicable lending agreement in a transaction as collateral to secure his obligations in respect of the advance of cash to payoff a pre-closing promissory note; provided, however, that during the lock-up period such third party shall not be permitted to foreclose upon such PubCo Common Stock or otherwise be entitled to enforce its rights or remedies with respect to the PubCo Common Stock, including, without limitation, the right to vote, transfer or take title to or ownership of such PubCo Common Stock.

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Q: Did the CEPT Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A: No. The CEPT Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CEPT’s management, the members of the CEPT Board and the other representatives of CEPT have experience in evaluating the operating and financial merits of companies operating in the blockchain and digital asset industries and reviewed certain financial information of Securitize and other relevant financial information selected based on the experience and the professional judgment of CEPT’s management team. Accordingly, investors will be relying solely on the judgment of the CEPT Board in valuing Securitize’s business and accordingly, investors assume the risk that the CEPT Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEPT Shareholders have no assurance from an independent source that the number of shares of PubCo Common Stock to be issued to Securitize Stockholders and CEPT Shareholders in the Business Combination is fair to CEPT — and, by extension, CEPT Shareholders — from a financial point of view.”

Q: What factors did the CEPT Board consider in connection with its decision to recommend voting in favor of the Business Combination?

A: The CEPT Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the CEPT Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CEPT Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether to pursue the terms of the Business Combination (including the consideration to be received by CEPT Shareholders and Securitize Stockholders). Before reaching its decision, the CEPT Board reviewed the information provided to it by its management, representatives of the Sponsor and CEPT’s legal and financial advisors, including the analyses prepared by CF&Co., in its capacity as financial advisor to CEPT, as further described in the section entitled “The Business Combination Proposal — CEPT Board’s Reasons for Approval of the Business Combination — Comparable Company Analysis” below.

The CEPT Board determined that pursuing a potential business combination with PubCo and Securitize would be an attractive opportunity for CEPT and the CEPT Shareholders, which determination was based on a number of factors considered by the CEPT Board at the time it approved the Business Combination. See the section titled “The Business Combination Proposal — CEPT Board’s Reasons for Approval of the Business Combination.”

Q: What are the U.S. federal income tax consequences of the CEPT Merger to me?

A: As discussed more fully under “— Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the CEPT Merger to U.S. Holders,” the CEPT Merger should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the CEPT Merger so qualifies and subject to the discussion in “— Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations”, U.S. Holders (as defined in “— Material U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

• A U.S. Holder whose Public Shares have a fair market value of less than $50,000 on the date of the CEPT Merger will not recognize any gain or loss and will not be required to include any part of CEPT’s earnings in income;

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• A U.S. Holder who, on the date of the CEPT Merger, is a 10% U.S. Shareholder (as defined in “— Material U.S. Federal Income Tax Considerations — U.S. Holders — Effects of Section 367 to U.S. Holders”) will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Public Shares; and

• A U.S. Holder whose Public Shares have a fair market value of $50,000 or more and who is not a 10% U.S. Shareholder will generally recognize gain (but not loss) on the exchange of its Public Shares for PubCo Common Stock pursuant to the CEPT Merger. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the earnings and profits amount attributable to its Public Shares provided certain other requirements are satisfied.

CEPT does not expect to have significant cumulative earnings and profits, if any, on the date of the CEPT Merger.

Furthermore, if the CEPT Merger qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of Public Shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Public Shares for PubCo Common Stock pursuant to the CEPT Merger under the “passive foreign investment company,” or “PFIC,” rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code and would generally require that a United States person who disposes of stock of a PFIC must recognize gain equal to the excess, if any, of the fair market value of the PubCo Common Stock received in the CEPT Merger over the U.S. Holder’s adjusted tax basis in the corresponding Public Shares surrendered in exchange therefor, notwithstanding any other provision of the Code. Because CEPT is a blank check company with no current active business, we believe that CEPT would likely be classified as a PFIC for its current (and its prior) taxable years. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of Public Shares to recognize gain on the exchange of such Public Shares for PubCo Common Stock pursuant to the CEPT Merger, unless such U.S. Holder has made certain tax elections with respect to such Public Shares that are described in more detail in “— Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations — QEF Election and Mark-to-Market Election.” The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the CEPT Merger, see the discussion in the section titled “— Material U.S. Federal Income Tax Considerations.”

The CEPT Merger should not result in any U.S. federal income tax consequences to Non-U.S. Holders (as defined in “— Material U.S. Federal Income Tax Considerations”).

The tax consequences of the CEPT Merger are complex and will depend on a holder’s particular circumstances. All holders are urged to consult with their tax advisors regarding the tax consequences to them of the CEPT Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For additional discussion of the U.S. federal income tax treatment of the CEPT Merger, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the CEPT Merger to U.S. Holders” and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders.”

Q: How will the Business Combination affect my CEPT Class A Ordinary Shares?

A: Pursuant to the Business Combination Agreement, upon the Closing, CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity, as a result of which CEPT Shareholders will receive one share of PubCo Common Stock for each CEPT Class A Ordinary Share held by such CEPT Shareholder (other than any Public Shares which are the subject of valid redemption requests). For more information on the rights of shares of PubCo Common Stock, see “Description of PubCo Securities.”

Q: How many votes per share is each class of PubCo Common Stock entitled?

A: Upon Closing, each share of PubCo Common Stock will be entitled to one vote.

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Q: Why is CEPT proposing the Nasdaq Proposal?

A: Under Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (ii) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the share or securities.

Under Nasdaq Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the ordinary shares (or securities convertible into or exercisable for ordinary shares) or voting power of an issuer could constitute a change of control.

Under Nasdaq Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the lower of (the “Minimum Price”): (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Immediately prior to the Closing, CEPT expects to issue an aggregate of 22,500,000 PIPE Shares to the PIPE Investors (assuming all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash), at a price per share of $10.00, which represents a discount to the Minimum Price of CEPT Class A Ordinary Shares of $12.03 as of October 24, 2025, the last trading day prior to the date the PIPE Subscription Agreements were signed.

In addition, in connection with the consummation of the Business Combination and based on the assumptions described elsewhere in this proxy statement/prospectus, (i) CEPT expects to issue, immediately prior to the consummation of the CEPT Merger, (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 PIPE Shares issuable to PIPE Investors upon consummation of the PIPE Investment, and (ii) PubCo expects to issue, (a) up to 156,675,245 shares of PubCo Common Stock in exchange for Securitize Shares (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 exercise of the Assumed Warrants.

For further details, see “The Business Combination Agreement,” “The Business Combination Proposal — Covenants — PIPE Investment” and “Executive and Director Compensation — PubCo — Summary of the Material Terms of the Incentive Plan.” Accordingly, the aggregate number of (i) CEPT Class A Ordinary Shares that CEPT will issue and (ii) shares of PubCo Common Stock that PubCo will issue in connection with the Business Combination will, in the aggregate, exceed 20% of both the voting power and the number of CEPT Ordinary Shares outstanding before such issuance and will result in a change of control of CEPT. For these reasons, CEPT is seeking the approval of CEPT Shareholders for such issuances in connection with the Business Combination pursuant to Nasdaq Rules 5635(a), (b) and (d). For further details, see “The Nasdaq Proposal.”

Q: What happens if I sell my Public Shares before the Meeting?

A: The Record Date is earlier than the date of the Meeting. If you transfer your Public Shares after the Record Date but before the date of the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Public Shares prior to the Record Date, you will have no right to vote those shares at the Meeting.

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Q: What happens if CEPT Shareholders vote against the Business Combination Proposal?

A: Pursuant to the CEPT Memorandum and Articles, if the Business Combination Proposal is not approved and CEPT does not otherwise consummate an alternative business combination by the end of the Combination Period, CEPT will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in the Trust Account, including interest (net of taxes payable), to the Public Shareholders in accordance with the CEPT Memorandum and Articles.

Q: Do I have redemption rights?

A: Pursuant to the CEPT Memorandum and Articles, holders of Public Shares may elect to have their Public Shares redeemed for cash at the then-applicable redemption price calculated as of two (2) business days prior to the Closing. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $248.8 million as of March 31, 2026, this would have amounted to approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes). If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CST prior to the Meeting. See the section titled “Extraordinary General Meeting of CEPT Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash. In connection with the CEPT IPO, the Sponsor and CEPT’s executive officers and directors agreed to waive any redemption rights with respect to any CEPT Ordinary Shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CEPT’s executive officers and directors did not receive separate consideration for the waiver.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your Public Shares on the Business Combination Proposal (for or against) or any other Proposal. As a result, the Business Combination Agreement can be approved by Public Shareholders who will redeem their Public Shares, leaving Public Shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of NYSE or another national securities exchange.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on June 25, 2026 (two (2) business days before the Meeting), tender your Public Shares physically or electronically and submit a request in writing that CEPT redeem your Public Shares for cash to CST, CEPT’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

If you hold Public Shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DTC’s DWAC system.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CEPT’s consent, until the consummation of the Business Combination. If you delivered your Public Shares for redemption to CST and decide within the required

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timeframe not to exercise your redemption rights, you may request that CST return the shares (physically or electronically). You may make such request by contacting CST at the phone number or address listed under the question “Who can help answer my questions?” below.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that their Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which was approximately $248.8 million as of March 31, 2026, or approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes), as of the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

If a holder of Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, CEPT will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to shares of PubCo Common Stock upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their redemption rights would not be entitled to convert their Public Shares for the applicable pro rata share of the Trust Account. In such case, CEPT will promptly return any Public Shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the consummation of another business combination or the liquidation of CEPT. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith.

Notwithstanding the foregoing, the CEPT Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares in the aggregate, without the prior consent of CEPT.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: The U.S. federal income tax consequences of a holder of Public Shares exercising redemption rights depends on the particular facts and circumstances. Because the CEPT Merger will occur after the redemption of U.S. Holders (as defined in “— Material U.S. Federal Income Tax Considerations” below) that exercise redemption rights, U.S. Holders exercising redemption rights should not be subject to the potential tax consequences of Section 367(b) of the Code as a result of the CEPT Merger, but will be subject to the potential tax consequences of CEPT being treated as a passive foreign investment company. Please see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Have Their Public Shares Redeemed for Cash.” If you are a U.S. Holder of Public Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: No appraisal or dissenters’ rights are available to CEPT Shareholders in connection with the ordinary resolution to approve the Business Combination Proposal. Under the Cayman Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair value of their shares, which if necessary, may ultimately be determined by the court. Therefore, holders of record of CEPT Class A Ordinary Shares (“CEPT Class A Record Holders”) have a right to dissent from the CEPT Merger. Please see the section titled “The Merger Proposal — Appraisal or Dissenters’ Rights” for additional information.

In addition, Public Shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the redemption proceeds payable to Public Shareholders who exercise such redemption rights will represent the fair value of those shares. For a discussion about the Public Shareholders’ redemption rights, please see “Extraordinary General Meeting of CEPT Shareholders — Redemption Rights.”

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Q: What happens to the funds deposited in the Trust Account after the consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be used to pay CEPT Shareholders who properly exercise their redemption rights. The remaining amount will be released to CEPT and used to:

• pay certain fees, costs and expenses (including taxes, regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by CEPT, Securitize and PubCo in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement; and

• provide for general corporate purposes of PubCo, including, but not limited to, working capital.

Q: What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Unlike some other blank check companies which require their public shareholders to vote against a business combination in order to exercise their redemption rights, Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders. With fewer Public Shares and Public Shareholders, the trading market for shares of PubCo Common Stock may be less liquid than the market for Public Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into PubCo’s business will be reduced.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for PubCo Common Stock may be less liquid than the market for shares of CEPT Class A Ordinary Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for a stock exchange.

The table below presents the value per share to a Public Shareholder that elects not to redeem under: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario.

	No Redemptions Scenario(1)			25% Redemptions Scenario(2)			50% Redemptions Scenario(3)			75% Redemptions Scenario(4)			100% Redemptions Scenario(5)
	Shares	Value per Share(6)		Shares	Value per Share(6)		Shares	Value per Share(6)		Shares	Value per Share(6)		Shares	Value per Share(6)
Base Scenario(7)	172,925,245	$	10.51	166,925,245	$	10.51	160,925,245	$	10.51	154,512,745	$	10.51	148,062,745	$	10.51
Securitize Earnout Shares(8)	179,175,245	$	10.15	173,175,245	$	10.14	167,175,245	$	10.12	160,762,745	$	10.11	154,312,745	$	10.09
Exercising all Assumed Warrants and all Assumed Options(9)	186,742,294	$	9.83	180,742,294	$	9.80	174,742,294	$	9.78	168,329,794	$	9.75	161,879,794	$	9.72
Earnout Shares and exercising all Assumed Warrants and all Assumed Options	192,992,294	$	9.51	186,992,294	$	9.48	180,992,294	$	9.44	174,579,794	$	9.40	168,129,794	$	9.36

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The table below presents the post-transaction equity value under: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario.

	No Redemptions Scenario(1)		25% Redemptions Scenario(2)		50% Redemptions Scenario(3)		75% Redemptions Scenario(4)		100% Redemptions Scenario(5)
Base Scenario(7)	$	1,818,259,867	$	1,755,171,569	$	1,692,083,272	$	1,624,657,655	$	1,556,837,736
Securitize Earnout Shares(8)	$	1,818,259,867	$	1,755,171,569	$	1,692,083,272	$	1,624,657,655	$	1,556,837,736
Exercising all Assumed Warrants and all Assumed Options(9)	$	1,834,932,626	$	1,771,844,328	$	1,708,756,031	$	1,641,330,414	$	1,573,510,495
Earnout Shares and exercising all Assumed Warrants and all Assumed Options	$	1,834,932,626	$	1,771,844,328	$	1,708,756,031	$	1,641,330,414	$	1,573,510,495

____________

(1) Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(6) Based on a post-transaction equity value of PubCo of the following:

(6a) Based on a post-transaction equity value of PubCo of $1,755 million, which equals (i) $1,818 million less (ii) $63.1 million, equivalent to the value of 6,000,000 Public Shares redeeming in the 25% Redemptions Scenario assuming an $10.51 per share redemption price.

(6b) Based on a post-transaction equity value of PubCo of $1,692 million, which equals (i) $1,818 million less (ii) $126.1 million, equivalent to the value of 12,000,000 Public Shares redeeming in the 50% Redemptions Scenario assuming an $10.51 per share redemption price.

(6c) Based on a post-transaction equity value of PubCo of $1,625 million, which equals (i) $1,818 million less (ii) $193.5 million, equivalent to the value of 412,500 forfeited Sponsor Shares (and the impact to the Sponsor Earnout Shares) and 18,000,000 Public Shares redeeming in the 75% Redemptions Scenario assuming an $10.51 per share Redemption Price.

(6d) Based on a post-transaction equity value of PubCo of $1,557.0 million, which equals (i) $1,818 million less (ii) $261.3 million, equivalent to the value of 862,500 forfeited Sponsor Shares (and the impact to the Sponsor Earnout Shares) and 24,000,000 Public Shares redeeming in the 100% Redemptions Scenario assuming an $10.51 per share redemption price.

(7) Includes (i) 119,845,245 shares of PubCo Common Stock held by Securitize Stockholders in all redemption scenarios, (ii) (a) 24,000,000 Public Shares held by Public Shareholders in the No Redemptions Scenario, (b) 18,000,000 Public Shares held by Public Shareholders in the 25% Redemptions Scenario, (c) 12,000,000 Public Shares held by Public Shareholders in the 50% Redemptions Scenario, (d) 6,000,000 Public Shares held by Public Shareholders in the 75% Redemptions

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Scenario, and (e) zero Public Shares held by Public Shareholders in the 100% Redemptions Scenario, (iii) the Sponsor’s 6,580,000 shares of PubCo Class A Common Stock (including the Sponsor Earnout Shares which will be issued and outstanding at Closing, and excluding the Surrendered CEPT Shares), and (iv) 22,500,000 shares of PubCo Common stock held by PIPE investors in all redemption scenarios; Excludes (i) 6,250,000 Securitize Earnout Shares that Securitize Common Securityholders will be eligible to receive upon the achievement of certain share prices during the Earnout Period, (ii) 3,829,432 Assumed Warrants and 9,987,617 vested Assumed Options, and (iii) 412,500 Surrendered CEPT Shares in the 75% Redemptions Scenario and 862,500 Surrendered CEPT Shares in the 100% Redemptions Scenario.

(8) Represents the Base Scenario plus: the issuance of all 6,250,000 Securitize Earnout Shares upon the achievement of certain share prices during the Earnout Period.

(9) Represents the Base Scenario plus the cash exercise of 3,829,432 Assumed Warrants at an exercise price of $3.25 per warrant and 9,987,617 PubCo Common Stock issuable under the Incentive Plan at various exercise prices ranging from $0.30 to $0.75 per option.

(10) Represents the Base Scenario plus: (i) the issuance of all 6,250,000 Securitize Earnout Shares and (ii) the cash exercise of 3,829,432 Assumed Warrants at an exercise price of $3.25 per warrant and 9,987,617 PubCo Common Stock issuable under the Incentive Plan at various exercise prices ranging from $0.30 to $0.75 per option.

Q: What happens if the Business Combination is not consummated?

A: If CEPT does not complete the Business Combination with Securitize or another business combination by the end of the Combination Period, CEPT must: (i) redeem 100% of the issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (which was approximately $248.8 million as of March 31, 2026, or approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes)) divided by the number of Public Shares then outstanding, (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. For more information about the liquidation process, see “Information About CEPT — Redemption Rights for Public Shareholders upon Completion of the Business Combination — Redemption of Public Shares and Liquidation if no Initial Business Combination.”

Q: Under what circumstances may the Business Combination Agreement be terminated?

A: The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination: (i) by mutual written consent of CEPT and Securitize, (ii) by either CEPT or Securitize if any of the conditions to the Business Combination Agreement have not been satisfied or waived by the Outside Date, unless the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the principal cause of the failure of a condition to the Closing on or before the Outside Date, (iii) by either CEPT or Securitize if the Business Combination is permanently prohibited by a final, non-appealable governmental order unless the failure by such party or its affiliates to comply with any provision of the Business Combination Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental authority, (iv) by either CEPT or Securitize if the other party (or, in the case of CEPT, Securitize or PubCo) has breached its representations, warranties or covenants in a manner that would result in a failure of a closing condition under the Business Combination Agreement to be satisfied and such breach is not cured by the breaching party within the applicable cure period; provided that the terminating party is not in material uncured breach of the Business Combination Agreement at the time of termination, (v) by Securitize within ten (10) business days after a Modification in Recommendation (as defined in the Business Combination Agreement), (vi) by CEPT if the Company Written Consent (as defined in the Business Combination Agreement) is at any time terminated, rendered invalid or otherwise no longer in full force and effect, or (vii) by either CEPT or Securitize if CEPT’s shareholders do not approve the Business Combination at the Meeting. For more information, see the section entitled “The Business Combination — Termination and Effects of Termination.”

Q: When do you expect the Business Combination to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for June 29, 2026. However, the Meeting could be adjourned, as described above. In addition, the Business Combination Agreement may be terminated by the parties upon the occurrence of certain events. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination — Conditions to the Parties’ Obligations to the Closing.”

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Q: When and where is the Meeting?

A: The Meeting will be held on June 29, 2026, at 10:00 a.m., Eastern Time. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/cantorequitypartnersii/2026.

Q: Can I attend the Meeting in person?

A: Yes. CEPT Shareholders will be able to attend the Meeting in person at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 or virtually. You will not be required to attend the Meeting in person in order to vote, and CEPT encourages virtual participation.

Q: How can I attend the Meeting virtually?

A: CEPT is pleased to provide access to the Meeting virtually via the Internet through a live webcast and online shareholder tools. CEPT believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow CEPT to communicate more effectively and efficiently with its shareholders. This format empowers CEPT Shareholders around the world to participate at no cost. CEPT will use the virtual format to enhance shareholder access and participation and protect shareholder rights.

You or your proxyholder will be able to attend and vote at the Meeting by visiting https://www.cstproxy.com/cantorequitypartnersii/2026 and using a control number assigned by CST. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to listen to the Meeting only and you will not be able to vote or submit questions during the Meeting.

Q: What do I need to do now?

A: CEPT urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a CEPT Shareholder. CEPT Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your Public Shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: If you are a holder of record of CEPT Ordinary Shares on the Record Date, you may vote by submitting your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. In addition, you may be able to vote in person, over the Internet by visiting https://www.cstproxy.com/cantorequitypartnersii/2026 with the voter control number included on your proxy card or over the phone by dialing a toll-free number at +1 800-450-7155 in the United States and Canada or +1 857-999-9155 (toll rates apply) from outside the United States and Canada. The passcode for telephone access is 4897462#. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. However, broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals.

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Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. CEPT Shareholders may (i) enter a new vote in person, by Internet or telephone, (ii) send a later dated, signed proxy card to CEPT’s secretary at the address set forth below so that it is received by CEPT prior to the vote at the Meeting or (iii) attend the Meeting in person or via live webcast and vote at such Meeting. CEPT Shareholders also may revoke their proxy by sending a notice of revocation to CEPT’s Secretary at 110 East 59th Street, New York, New York 10022, which notice must be received by CEPT prior to the vote at the Meeting.

Q: What will happen if I abstain from voting or fail to vote at the Meeting?

A: Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the Proposals.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by CEPT without an indication of how the CEPT Shareholder intends to vote on a proposal will be voted “FOR” each Proposal presented to the CEPT Shareholders at the Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Meeting.

Q: If I am not going to attend the Meeting, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Meeting or not, please read the enclosed proxy statement carefully and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: What happens if I fail to take any action with respect to the Meeting?

A: If you fail to take any action with respect to the Meeting and the Business Combination is approved by CEPT Shareholders and consummated, you will become a shareholder of PubCo. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder of CEPT.

Q: What should I do if I receive more than one set of voting materials?

A: CEPT Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Public Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Public Shares.

Q: Who will solicit and pay the cost of soliciting proxies?

A: CEPT will pay the cost of soliciting proxies for the Meeting. CEPT has engaged Sodali to assist in the solicitation of proxies for the Meeting. CEPT has agreed to pay a fee of $25,000, plus disbursements. CEPT will reimburse Sodali for reasonable out-of-pocket expenses and will indemnify Sodali against certain claims, liabilities, losses, damages and expenses. CEPT will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. CEPT’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Cantor Equity Partners II, Inc.

110 East 59th Street

New York, New York 10022

Email: CantorEquityPartners@cantor.com

Sodali & Co

430 Park Avenue, 14th Floor

New York, New York 10022

Telephone: (800) 662-5200

Banks and Brokers can call: (203) 658-9400

Email: CEPT.info@investor.sodali.com

You may also obtain additional information about CEPT from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to CST at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

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Summary of the Proxy Statement/Prospectus

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the Proposals, you should read this entire proxy statement/prospectus carefully, including the attached annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

CEPT

CEPT is a blank check company incorporated in the Cayman Islands on November 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. CEPT Class A Ordinary Shares are currently listed on the Nasdaq Global Market under the symbol “CEPT.”

CEPT completed the CEPT IPO of 24,000,000 CEPT Class A Ordinary Shares on May 5, 2025, generating gross proceeds to CEPT of $240,000,000. Simultaneously with the closing of the CEPT IPO, CEPT completed the sale to the Sponsor of 580,000 CEPT Private Placement Shares at a purchase price of $10.00 per CEPT Private Placement Share in the CEPT Private Placement, generating gross proceeds to CEPT of $5,800,000. Following the closing of the CEPT IPO and the CEPT Private Placement, a total of $240,000,000, comprised of the net proceeds from the CEPT IPO and the CEPT Private Placement, was placed in the Trust Account. As of March 31, 2026, the Trust Account balance was approximately $248.8 million. Since the CEPT IPO, CEPT’s activity has been limited to efforts toward locating and completing a suitable business combination.

The mailing address of CEPT’s principal executive office is 110 East 59th Street, New York, New York 10022 and its telephone number is (212) 938-5000. After the consummation of the Business Combination, CEPT will merge with and into SPAC Merger Sub and SPAC Merger Sub will continue to be a wholly owned subsidiary of PubCo.

PubCo

PubCo was incorporated in Delaware on October 17, 2025, solely for the purpose of effectuating the Transactions and is a directly wholly-owned subsidiary of Securitize. It currently owns no material assets and does not presently operate any business. Immediately following the Closing, PubCo, through its ownership of Securitize, will be the publicly-listed holding company of the Securitize business.

On October 17, 2025, PubCo issued one hundred shares of common stock to Securitize for nominal consideration. These shares represents all shares in the capital of PubCo that are currently issued and outstanding and will be surrendered for nil consideration immediately following adoption of the PubCo Charter and the issuance of new PubCo securities as contemplated by the Transactions. For descriptions of PubCo securities, see “Description of PubCo Securities.” Prior to the consummation of the Business Combination, the directors of PubCo are Carlos Domingo and Francisco Flores and the sole shareholder of PubCo is Securitize. The mailing address of PubCo’s principal executive office is 78 SW 7th Street, Suite 500, Miami, FL 33130 and its telephone number is (646) 918-5012.

Securitize

Securitize was the first digital securities issuance platform that came to market in January 2018. Securitize directly tackles the fragmentation and inefficiency of traditional capital markets by replacing those legacy, siloed ledgers with a unified digital infrastructure built on blockchain. Securitize is a regulated transfer agent and digital asset platform that issues, manages, and records securities natively on-chain — meaning that instead of relying on disconnected systems across brokers, custodians, and clearinghouses, every transaction and ownership record is maintained on a single, verifiable ledger accessible in real time. Today, Securitize has built the most comprehensive and trusted infrastructure for tokenizing financial assets on-chain. The company operates a fully regulated, end-to-end platform for the issuance, trading and servicing of tokenized securities. As the only vertically integrated tokenization provider with SEC-registered entities across a transfer agent, broker-dealer, alternative trading system (ATS), investor advisor and fund administration, Securitize uniquely enables a complete lifecycle for tokenized assets. These registrations enable Securitize to legally issue, manage, and trade digital securities in the United States under the same framework that governs traditional equities and bonds, while leveraging the efficiency and transparency of blockchain technology.

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Securitize’s principal executive office is located at 78 SW 7th Street, Suite 500, Miami, FL 33130.

Company Merger Sub

Company Merger Sub was incorporated in Delaware on October 23, 2025, solely for the purpose of effectuating the Transactions. Company Merger Sub is a wholly owned subsidiary of CEPT. Company Merger Sub owns no material assets and does not operate any business. The mailing address of Company Merger Sub’s registered office is 251 Little Falls Drive 19808 and its telephone number is (302) 636-5401.

SPAC Merger Sub

SPAC Merger Sub was incorporated in the Cayman Islands as an exempted company with limited liability on October 22, 2025, solely for the purpose of effectuating the Transactions. SPAC Merger Sub is a wholly owned subsidiary of PubCo. SPAC Merger Sub owns no material assets and does not operate any business. The mailing address of SPAC Merger Sub’s principal executive office is 78 SW 7th Street, Suite 500, Miami, FL 33130 and its telephone number is (646) 918-5012.

The Business Combination Agreement

On October 27, 2025, CEPT, Securitize, PubCo, SPAC Merger Sub, and Company Merger Sub, entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, on the Closing Date, CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity and Company Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving entity. For more information about the Business Combination Agreement, please see the section entitled “The Business Combination — The Business Combination Agreement.” A copy of the Business Combination Agreement and the amendment thereto is attached to this proxy statement/prospectus as Annex A.

Organizational Structure

The following simplified diagram illustrates the ownership structure of Securitize immediately prior to the consummation of the Business Combination.

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The following simplified diagram illustrates the ownership structure of CEPT immediately prior to the consummation of the Business Combination.

The following simplified diagram illustrates the anticipated ownership structure of PubCo immediately following the consummation of the Business Combination, assuming the No Redemptions Scenario.

Other Agreements

The following agreements were entered into or will be entered into in connection with the Business Combination, the Business Combination Agreement and the other transactions contemplated thereby:

Shareholder Support Agreement

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Transactions (including by execution of a written consent), (ii) not to facilitate any Company Acquisition Proposal, (iii) to terminate certain shareholders agreements with Securitize (with certain exceptions), effective immediately prior to Closing, and (iv) to release the Sponsor, CEPT, Securitize, and their subsidiaries from pre-Closing claims, subject to customary exceptions.

The Shareholder Support Agreement will terminate and (except as contemplated therein), be of no further force or effect upon the earlier of the Closing and termination of the Business Combination Agreement pursuant to its terms. Upon such termination of the Shareholder Support Agreement, except as contemplated therein, the obligations of the parties under the Shareholder Support Agreement will terminate; provided, however, that such termination will not relieve any party thereto from liability arising in respect of any breach of the Shareholder Support Agreement prior to such termination.

See the section entitled “The Business Combination — Related Agreements.”

Contemporaneously with the execution of the Business Combination Agreement, CEPT, the Sponsor, PubCo and Securitize entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed (i) to vote its CEPT Ordinary Shares in favor of the Business Combination Agreement and the Transactions and each of the CEPT Shareholder Approval Matters, (ii) vote its CEPT Ordinary Shares against (a) any Acquisition Proposal, (b) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by CEPT (other than the Transactions), (c) any change in the business of CEPT, and (d) any proposal, action or agreement involving CEPT that would or would reasonably be expected to jeopardize the Transactions, (iii) to comply with the restrictions imposed by the letter agreement, dated as of May 2, 2025, by and among CEPT, the Sponsor and the other parties thereto, including the restrictions on transferring and redeeming CEPT Ordinary Shares in connection with the Transactions, (iv) to waive the anti-dilution rights of the issued and outstanding CEPT Class B Ordinary Shares set forth in the CEPT Memorandum and Articles, (v) to surrender, for no consideration, the Surrendered CEPT Shares (such number of Surrendered CEPT Shares to be determined pursuant to a formula taking into account the number of CEPT Redeemed Shares and the gross proceeds from the PIPE Investments exceeding $100.0 million), and (vi) subject to and conditioned upon the Closing, agree that any loans outstanding from the Sponsor to CEPT shall be repaid either in cash or in CEPT Class A Ordinary Shares at $10.00 per share as determined by the Sponsor.

In addition, Sponsor agreed to subject the Sponsor Earnout Shares (1,800,000 shares in the No Redemptions Scenario, 25% Redemptions Scenario, and 50% Redemptions Scenario, 1,676,250 shares in the 75% Redemptions Scenario, and 1,541,250 shares in the 100% Redemptions Scenario, as further described below), to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earn-out during the Earnout Period, with (i) one-third of the Sponsor Earnout Shares being released if the VWAP of PubCo Common Stock exceeds $12.50 for 20 out of any 30 trading days beginning 90 days after the Closing (the “$12.50 VWAP Condition”), (ii) one-third of the Sponsor Earnout Shares being released if the VWAP of PubCo Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after the Closing (the “$15.00 VWAP Condition”), and (iii) one-third of the Sponsor Earnout Shares being released if the VWAP of PubCo Common Stock exceeds $17.50 for 20 out of any 30 trading days beginning 90 days after the Closing (the “$17.50 VWAP Condition”), in each case, subject to early release for release events including a PubCo sale, change of control, going private transaction or delisting after the Closing.

The parties also agreed to modify the lock-up applicable to the CEPT Class B Ordinary Shares set forth in the Insider Letter so that all of the shares of PubCo Common Stock that the Sponsor will receive in the CEPT Merger in exchange for the CEPT Class A Ordinary Shares it receives upon conversion of its CEPT Class B Ordinary Shares are subject to a 180 days lock-up, subject to certain exceptions and with early release for release events including a PubCo sale, change of control, going private transaction or delisting after the Closing. In addition, one-third of such shares are subject to early release based on satisfaction of the $12.50 VWAP Condition, two-thirds of such shares are subject to release based on satisfaction of the $15.00 VWAP Condition, and all of such shares are subject to release based on satisfaction of the $17.50 VWAP Condition.

The Sponsor Support Agreement will terminate and (except as contemplated therein), be of no further force or effect upon the earlier of the Closing and termination of the Business Combination Agreement pursuant to its terms. Upon such termination of the Sponsor Support Agreement, except as contemplated therein, the obligations of the parties under the Sponsor Support Agreement will terminate; provided, however, that such termination will not relieve any party thereto from liability arising in respect of any breach of the Sponsor Support Agreement prior to such termination.

See the section entitled “The Business Combination — Related Agreements.”

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Amended and Restated Registration Rights Agreement

Effective as of the Closing, CEPT, PubCo, the Sponsor, and certain Securitize Stockholders will enter into the Amended and Restated Registration Rights Agreement pursuant to which PubCo will (i) assume the registration obligations of CEPT under such registration rights agreement, with such rights applying to the shares of PubCo Common Stock and (ii) provide registration rights with respect to the resale of shares of PubCo Common Stock held by the Sponsor and the Securitize Stockholders party thereto.

PubCo estimates that, immediately following the Closing, up to 124,964,043 shares of PubCo Common Stock will be entitled to registration rights pursuant to the Amended and Restated Registration Rights Agreement, representing approximately 72.8% of the total issued and outstanding shares of PubCo Common Stock following the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, that the Sponsor Note and Sponsor Loan are repaid in cash and that no shares of PubCo Common Stock are issued pursuant to the Incentive Plan or the exercise of the Assumed Warrants.

A copy of the form of Registration Rights Agreement is attached to this proxy statement/prospectus as Annex E. See the section entitled “The Business Combination — Related Agreements — Registration Rights Agreement.”

PIPE Subscription Agreements

Contemporaneously with the execution of the Business Combination Agreement, CEPT, Securitize and PubCo entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in a private placement to close immediately prior to the CEPT Merger, an aggregate of 22,500,000 PIPE Shares at a purchase price of $10.00 per share, for aggregate gross proceeds of $225,000,000. Each CEPT Class A Ordinary Share issued in the PIPE Investment will be converted into one share of PubCo Common Stock in the CEPT Merger.

The closing of the PIPE Investment is subject to customary conditions for a financing of this nature, including the substantially concurrent consummation of the Business Combination. The PIPE Subscription Agreements provide that PubCo will grant the PIPE Investors certain customary registration rights with respect to their shares of PubCo Common Stock following the Closing. A copy of the form of PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex F.

See the section entitled “The Business Combination — Related Agreements — PIPE Subscription Agreements.”

Lock-Up Agreements

Contemporaneously with the Closing, the Securitize Stockholders will enter into Lock-Up Agreements with PubCo, pursuant to which such parties will agree that the 118,247,742 shares of PubCo Common Stock received by them in connection with the Transactions (representing approximately 69% of the total issued and outstanding shares of PubCo Common Stock following the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination) and any other securities convertible into or exercisable or exchangeable for PubCo Common Stock held by them immediately after the Closing (the “Restricted Securities”), will be locked-up and subject to transfer restrictions subject to certain exceptions. The Restricted Securities will be locked up until the date that is 180 days from the Closing Date, and provides that one-third of the Restricted Securities will be subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $15.00, $17.50 and $20.00, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing. The Lock-Up Agreements include customary exceptions to the transfer restrictions, including transfers to affiliates, family members, charitable organizations, and in connection with certain tax or estate planning transactions, provided that the transferee agrees to be bound by the same restrictions for the remainder of the lock-up period. For more information about the Lock-Up Agreements, please see the section entitled “The Transactions — Other Transaction Agreements — Lock-Up Agreements.” A copy of the form of Lock-Up Agreement is attached to this proxy statement/prospectus as Annex G.

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Insider Letter

On May 2, 2025, CEPT, the Sponsor and certain other insiders, who were members of CEPT’s board of directors and/or management team (the “Other Insiders”), entered into the Insider Letter. The Insider Letter requires the Sponsor and each Other Insider to, among other things: (i) vote their CEPT Ordinary Shares (other than any Public Shares) in favor of any proposed business combination for which the Company is seeking shareholder approval, (ii) not to redeem any CEPT Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, (iii) to take reasonable steps to cause CEPT to promptly (but in any event within 10 business days) following the end of the Combination Period, cease all operations and redeem 100% of its Public Shares. For more, see “Certain CEPT Relationships and Related Party Transactions.”

Dilution

	No Redemptions Scenario(1)		25% Redemptions Scenario(2)		50% Redemptions Scenario(3)		75% Redemptions Scenario(4)		100% Redemptions Scenario(5)
Valuation of shares held by Public Shareholders based on the IPO Price	$	240,000,000	$	180,000,000	$	120,000,000	$	60,000,000	$	—
Public Shares outstanding post-Business Combination		24,000,000		18,000,000		12,000,000		6,000,000		—
Valuation of shares held by the Sponsor based on the IPO Price	$	65,800,000	$	65,800,000	$	65,800,000	$	61,675,000	$	57,175,000
Sponsor Shares outstanding post-Business Combination(6)		6,580,000		6,580,000		6,580,000		6,167,500		5,717,500
Valuation of Securitize Common Securityholders based on the IPO Price	$	462,628,010	$	462,628,010	$	462,628,010	$	462,628,010	$	462,628,010
Securitize Common Securityholders shares outstanding post-Business Combination(7)		46,262,801		46,262,801		46,262,801		46,262,801		46,262,801
Valuation of Securitize Preferred Securityholders based on the IPO Price	$	735,824,440	$	735,824,440	$	735,824,440	$	735,824,440	$	735,824,440
Securitize Preferred Securityholders shares outstanding post-Business Combination		73,582,444		73,582,444		73,582,444		73,582,444		73,582,444
Valuation of PIPE Shares based on the IPO price	$	225,000,000	$	225,000,000	$	225,000,000	$	225,000,000	$	225,000,000
PIPE Shares outstanding post-Business Combination		22,500,000		22,500,000		22,500,000		22,500,000		22,500,000
Total valuation based on the IPO Price	$	1,729,252,450	$	1,669,252,450	$	1,609,252,450	$	1,545,127,450	$	1,480,627,450
Total shares outstanding post-Business Combination		172,925,245		166,925,245		160,925,245		154,512,745		148,062,745

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(1) Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

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(7) Excludes 6,250,000 Securitize Earnout Shares that Securitize Common Securityholders will be eligible to receive upon achievement of certain share prices during the Earnout Period.

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The following table presents the NTBV per share under each of: (1) the No Redemptions Scenario (2) the 25% Redemptions Scenario (3) the 50% Redemptions Scenario (4) the 75% Redemptions Scenario and (5) the 100% Redemptions Scenario assuming various sources of material probable dilution (but excluding the direct effects of the Business Combination transaction itself).

	No Redemptions Scenario(1)				25% Redemptions Scenario(2)				50% Redemptions Scenario(3)				75% Redemptions Scenario(4)				100% Redemptions Scenario(5)
	Total Shares	NTBV Per Share(8)(9)			Total Shares	NTBV Per Share(8)(9)			Total Shares	NTBV Per Share(8)(9)			Total Shares	NTBV Per Share(8)(9)			Total Shares	NTBV Per Share(8)(9)
CEPT NTBV per share as of March 31, 2026 assuming the redemption of Public Shares	28,780,000	$	8.44		22,780,000	$	7.89		16,780,000	$	6.95		10,491,250	$	5.11		4,176,250	$	(2.27	)
Dilution of CEPT Shareholders assuming the cash settlement of remaining transaction expenses(6)	28,780,000	$	7.18		22,780,000	$	6.37		16,780,000	$	4.98		10,491,250	$	2.10		4,176,250	$	(9.45	)
Dilution of CEPT Shareholders assuming the issuance of shares to PIPE Investors(7)	51,280,000	$	8.48		45,280,000	$	8.24		39,280,000	$	7.93		32,991,250	$	7.58		26,676,250	$	7.07
Initial offering price of CEPT IPO		$	10.00			$	10.00			$	10.00			$	10.00			$	10.00
Pro forma NTBV per share from dilutive securities and other related events, excluding the Business Combination		$	8.48			$	8.24			$	7.93			$	7.58			$	7.07
Dilution to non-redeeming shareholders		$	(1.52	)		$	(1.76	)		$	(2.07	)		$	(2.42	)		$	(2.93	)

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(1) Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

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(7) Assumes the issuance of 22,500,000 CEPT Class A Ordinary Shares to PIPE Investors at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225.0 million.

(8) NTBV is calculated as total assets minus total liabilities and CEPT Class A Ordinary Shares subject to redemption as of March 31, 2026.

Interests of Certain CEPT Related Persons in the Business Combination

When Public Shareholders consider the recommendation of the CEPT Board in favor of approval of the Business Combination and other Proposals, Public Shareholders should keep in mind that the Sponsor and CEPT’s directors and officers have interests in the Proposals that are different from or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEPT Shareholder. These interests include, among other things:

• Pursuant to the Insider Letter, the Sponsor agreed that, subject to limited exceptions, the 580,000 CEPT Class A Ordinary Shares it holds will not be sold or transferred until 30 days after CEPT has completed a business combination and that the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

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share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, and provides that one-third of the Post-Combination Founder Shares are subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing, and removes clause (b) above;

• CF&Co., an affiliate of the Sponsor and Cantor, is a party to the PIPE Engagement Letter pursuant to which PubCo, Securitize and CEPT engaged CF&Co. as a co-placement agent for the PIPE Investment. CF&Co. is also a party to the M&A Engagement Letter pursuant to which CEPT engaged CF&Co. as CEPT’s exclusive financial advisor for the Business Combination. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize). Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value, and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing). In addition, CF&Co., is also a party to the Business Combination Marketing Agreement, pursuant to which CF&Co. will receive an $8.4 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing.

• CEPT has until the end of the Combination Period to consummate a business combination. If the Business Combination with Securitize is not consummated and CEPT does not consummate another business combination by the end of the Combination Period, CEPT will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CEPT Board, dissolving and liquidating, subject in each case above to CEPT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,000,000 CEPT Class B Ordinary Shares and 580,000 CEPT Private Placement Shares held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such CEPT Ordinary Shares, and CF&Co. will not receive any of the fees described above;

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is repayable by CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside of the Trust Account. As of March 31, 2026, CEPT had approximately $605,000 outstanding under the Sponsor Loan. If the Business Combination or another business combination is not consummated by the end of the Combination Period, the Sponsor Loan may not be repaid to the Sponsor, in whole or in part;

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Reasons for Approval of the Business Combination

The CEPT Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the CEPT Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CEPT Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether to pursue the terms of the Business Combination (including the consideration to be received by CEPT Shareholders and Securitize Stockholders). The independent directors of the CEPT Board did not retain an unaffiliated representative to act solely on behalf of the unaffiliated CEPT Shareholders to negotiate the terms of the Business Combination and/or prepare a report concerning the approval of the Business Combination.

Before reaching its decision, the CEPT Board was provided information regarding the findings from the due diligence conducted by its advisors, reviewed the analyses conducted by its management, representatives of the Sponsor and CEPT’s legal and financial advisors, and discussed the diligence findings at the October 27, 2025 special meeting. The due diligence conducted by CEPT’s management, representatives of the Sponsor and CEPT’s legal and financial advisors included:

• a presentation by CF&Co. to the CEPT Board, in CF&Co.’s capacity as financial advisor to CEPT, of financial and valuation analyses of Securitize and the Business Combination utilizing information provided by Securitize and publicly available information, as further described in the section entitled “— Certain Forecasted Information for Securitize” below;

• review of historical financial performance of Securitize and expected performance for the remainder of 2025 and in 2026, including information on recurring revenues and contractual commitments in respect of its pipeline;

• financial, tax, legal, insurance, accounting, operational, business, management, employment and other due diligence, including a review of material contracts and other material matters;

• meetings and calls with the management team and employees of Securitize regarding, among other things, operating environment, outlook, plans, forecasts, customers, targeted products and services; and

• consultation with CEPT management and its legal and financial advisors.

The CEPT Board determined that pursuing a potential business combination with Securitize would be an attractive opportunity for CEPT and CEPT Shareholders for a number of reasons, which determination was based on a number of factors considered by the CEPT Board at the time it approved the Business Combination, including, but not limited to, the following:

• Securitize’s Existing Operations. Securitize’s platform for the tokenization of real-world assets, and relationships with several institutional partners, such as BlackRock, Apollo, Hamilton Lane and VanEck.

• Securitize’s Implementations. Securitize’s platform has already been implemented with a number of leading institutional partners across a range of assets including treasury funds, equities and private investment funds.

• Securitize’s Integration with the Digital Asset Ecosystem. Securitize is currently integrated with facets of the digital asset ecosystem, including multiple blockchains, custodians, oracle providers, institutional brokers, liquidity providers, DeFi protocols and stablecoin infrastructure.

• Securitize’s Financial Performance and Forecasted Outlook. Securitize has experienced significant quarterly revenue growth since the start of 2024 ($17.6 million in the second quarter of 2025 versus $1.8 million in the first quarter of 2024 and achieved positive Adjusted EBITDA of $9.8 million for the six-month period ending June 30, 2025). Pursuant to the 2026 Estimates, Securitize expected to achieve approximately $110 million in 2026 revenues (including estimated revenue of approximately $85 million that was contracted and recurring based on AUM at the time of announcement) and approximately $32 million in 2026 Adjusted EBITDA.

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• Digital Asset Regulatory Clarity. With the current U.S. administration viewed as supportive of developing the cryptocurrency industry, and with momentum towards positive regulatory clarity in the United States, there may be increased institutional adoption of digital assets which may help drive the growth of tokenization.

• Growth Potential of Securitize’s Business. Securitize is well-positioned to capitalize on the potential tokenization market due to its products, connectivity to the crypto ecosystem and ability to attract customers, partners and investors.

• Continued Ownership by Securitize Stockholders. The CEPT Board considered that (i) Securitize Stockholders include a number of leading financial institutions and blockchain/cryptocurrency technology firms, (ii) Securitize Stockholders are converting all of their equity into shares of PubCo Common Stock, (iii) Securitize Stockholders will be significant stockholders of PubCo after Closing, and (iv) in order to receive shares of PubCo Common Stock, Securitize Stockholders must enter into Lock-Up Agreements.

• Securitize CEO and CFO. Following completion of the Business Combination, PubCo will be led by the same CEO and CFO that led Securitize prior to the Business Combination.

• Securitize Being an Attractive Target. The CEPT Board considered the fact that Securitize (i) provides a service that currently has an attractive base of customers, and the tokenization market provides room for continued growth, (ii) has a business plan, that if successfully implemented, could increase revenues and improve the financial performance of Securitize, (iii) has reduced significant historical losses to generate positive Adjusted EBITDA and (iv) might benefit from the consummation of the Business Combination by becoming a public company.

• Valuation. The CEPT Board’s determination that if Securitize is successful in executing its business plan, the value of CEPT Shareholders stake in PubCo may grow. For more, see “The Business Combination Proposal — Certain Forecasted Information for Securitize.”

• Involvement of the PIPE Investors. The CEPT Board considered that the commitment of the PIPE Investors to invest $225.0 million in CEPT and PubCo via the PIPE Investment at Closing, at a purchase price of $10.00 per share, demonstrates Securitize’s ability to attract capital at a valuation consistent with the Business Combination.

• Terms and Conditions of the Business Combination Agreement. The terms and conditions of the Business Combination Agreement and the Business Combination, were, in the opinion of the CEPT Board, the product of arm’s-length negotiations between the parties.

• Redemption Option. The right of CEPT Shareholders to redeem their Public Shares in connection with the Closing as further described herein.

In the course of its deliberations, in addition to the various other risks associated with the business of Securitize, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the CEPT Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the following:

• Macroeconomic Risks Generally. Macroeconomic uncertainty, and the effects that could have on PubCo’s revenues and financial performance.

• Success of Crypto Ecosystem and Tokenization. Securitize’s market valuation is dependent upon the continued health and growth of the crypto ecosystem and tokenization of financial assets. Both trends are currently positive with a favorable regulatory environment and growing adoption among the financial sector. However, the sector has experienced volatility in the past, which may negatively impact Securitize’s business model, future growth opportunities and market value.

• Regulatory Risks with respect to DeFi and Blockchain-focused Businesses. Government regulation of decentralized finance and blockchain businesses is evolving and changes in regulation, including tax policy or as a result of any change in administrations or regulators, could impact the value of DeFi and Blockchain-focused businesses, the market for tokenized assets and the value of PubCo.

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• Competition in Securitize’s Industry. Securitize competes within an evolving and highly competitive industry, with multiple participants competing for the same customers. Some competitors have greater capital resources than PubCo. Recently, a number of potential competitors and existing customers have announced plans to focus on tokenization and may become competitors to Securitize or may cease being customers of Securitize.

• Securitize Customer Contracts. Certain of Securitize’s customer contracts are not long term, and most existing agreements do not contain exclusivity provisions and may be terminated under specified conditions. As a result, there can be no assurance that customers will continue their relationships with Securitize, and some may choose to engage with competitors or develop comparable technology internally.

• Risks in Securitize’s Business Plan, including the Reliance on and Potential Loss of Key Relationships. Securitize may not be successful in maintaining its market position and continued growth. As noted above, Securitize’s relationships are generally not bound by long-term contracts, and Securitize may overly rely on certain products (such as BUIDL, which represented more than 60% of Securitize’s tokenized assets under management as of September 30, 2025) and clients that provide Securitize with broader exposure and an enhanced reputation in the industry. Further, certain contracts with such key clients do not restrict the ability of such clients to pursue tokenization activities “in-house”. The loss of such clients may adversely impact Securitize’s prospects. While Securitize has recently achieved positive Adjusted EBITDA, there is no guarantee this will be sustainable and that Securitize will not be required to raise additional capital in the future.

• Exclusivity Arrangements in Customer Agreements. Certain customer agreements grant those customers exclusivity for certain products. While these arrangements are limited, granting of exclusivity may limit future business opportunities for Securitize.

• Risks Related to Use of “Open Source” Software. Securitize relies on “open source” software. The use and distribution of open source software may entail greater risk than the use of third-party commercial software as open source licensors generally do not provide protections regarding infringement claims or the quality of the code. To the extent that Securitize depends upon the successful operation of the open source software it uses, any undetected errors or defects in this open source software could impair Securitize’s functionality, delay new solution introductions, result in a failure of its platform, and injure its reputation. For example, undetected errors or defects in open source software could render Securitize vulnerable to breaches or security attacks, and, in conjunction, make its systems more vulnerable to data breaches. Furthermore, some open source licenses contain requirements that Securitize make available source code for modifications or derivative works Securitize creates based upon the type of open source software Securitize uses. If Securitize combines its proprietary software with open source software in a specific manner, it could, under some open source licenses, be required to release the source code of its proprietary software to the public. This would allow Securitize competitors to create similar solutions with lower development effort.

• Securitize’s Data Privacy. Securitize may need to significantly expand its IT and compliance resources to ensure compliance with all IT and data privacy laws. A failure to be in compliance with all IT and data privacy laws could subject it to large potential fines and other litigation.

• Securitize’s PCAOB Audits. Securitize has not historically received PCAOB audits and does not have experience with PCAOB reporting, and any delays or significant changes in presentation in preparing the necessary PCAOB audits for 2025 may affect Securitize’s ability to close the Transactions in a timely manner or provide a less positive presentation of its financial condition and results of operations. In connection with Securitize’s PCAOB audit for 2025, certain revenue estimated to be recognized in 2025 was, in fact, not recognized in 2025. For more, see “Proposal No. 1 — The Business Combination Proposal-Certain Forecasted Information for Securitize.”

• IP Risks. Securitize has limited registered intellectual property and no patents, and as a result, could in the future be subject to intellectual property infringement claims, whether with or without merit, which could lead to substantial additional costs. Securitize also relies on a significant number of foreign independent contractors, and as Securitize’s reputation grows, there may be issues with respect to ownership or infringement of Securitize’s intellectual property.

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• Readiness to be a Public Company; Management Team. As Securitize has not previously been a public company, its senior executives have not previously been senior executives of a public company. In addition, several key members of management have recently left Securitize, and it may not have all the different types of employees necessary for it to timely and accurately prepare financial statements and reports for filing with the SEC. Securitize will be required to significantly expand its financial and legal operations and there is a risk that Securitize will not be able to hire the right people to fill in these gaps by the time of the Closing or that additional issues could arise after the Closing due to its failure to have hired these people in advance of Closing. As Securitize increases its presence into additional countries and expands its business into registered investment advisor and other regulated businesses, its compliance infrastructure more generally may not be able to keep pace with the increased compliance risks presented by rapid growth.

• Lack of Multi-Year Projections. In its ordinary course of business, Securitize does not maintain multi-year projections and Securitize instructed CEPT to rely on summary projections for the remainder of 2025 and 2026.

• Securitize Will Incur Additional Costs as a Result of Operating as a Listed Company. Following the Business Combination, Securitize will incur certain additional legal, accounting and other expenses that it would not incur as a private corporation. As a listed company, Securitize will be subject to additional rules and regulations, and Securitize’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Securitize expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time consuming and costly.

• Shares Available for Sale/Lock-Ups. The PubCo Common Stock to be issued to (i) the Securitize Stockholders in exchange for their Securitize shares are subject to a six month lock-up, subject to the exceptions described in this proxy statement/prospectus, (ii) the Sponsor in the exchange for the CEPT Private Placement Shares are subject to a 30 day lock-up, and (iii) the Sponsor in exchange for its CEPT Founder Shares are subject to a six month lock-up, subject to the exceptions described in this proxy statement/prospectus. PubCo is required to register such shares promptly after Closing. Upon the registration of such shares of PubCo Common Stock and upon the expiration of any applicable lock-up, a substantial number of shares of PubCo Common Stock may become available for sale, which could have a negative impact on PubCo’s stock price.

• Absence of Fairness Opinion. CEPT did not obtain a fairness opinion (or any similar report or appraisal) in connection with the Business Combination.

• Liquidation. The risks and costs to CEPT if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in CEPT being unable to effect a business combination prior to the Combination Deadline, which would require CEPT to liquidate.

• CEPT Shareholder Actions. CEPT Shareholders may object to and challenge the Business Combination and take action that may prevent or delay the Closing.

• Closing Conditions. Completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within CEPT’s control.

• CEPT Shareholders Holding a Minority Position in PubCo. Existing CEPT Shareholders will hold a minority position in PubCo following completion of the Business Combination, with existing CEPT Shareholders (excluding the Sponsor) owning approximately 13.1% of PubCo after Closing, assuming that no shares of Public Shares are redeemed by CEPT Shareholders.

• Sponsor Incentives. The Sponsor and its affiliates may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to CEPT Shareholders, rather than to liquidate (in which case the Sponsor would lose its entire investment in CEPT). In addition, as described elsewhere in this proxy statement/prospectus, CF&Co. is entitled to fees that will only be received if the Business Combination is completed. As a result, the Sponsor and directors on the CEPT Board affiliated with the Sponsor may have a conflict of interest in determining whether the Business Combination is an appropriate transaction to be consummated by CEPT and/or in evaluating the terms of the Business Combination.

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• Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• Fees and Expenses. The fees and expenses associated with completing the Business Combination.

• Redemptions. The risk that holders of CEPT Public Shares would exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account.

• Exchange Listing. The potential inability to maintain the listing of PubCo’s securities on NYSE or another national securities exchange immediately following the Closing including, as an example, the ability to maintain a sufficient number of round lot holders in the event of excessive redemptions by the holders of Public Shares.

• Valuation. The risk that the CEPT Board may not have properly valued Securitize’s business.

• Distraction to Operations. The risk that the potential diversion of Securitize’s management and employee attention as a result of the Business Combination may adversely affect Securitize’s operations.

In addition to considering the factors described above, the CEPT Board also considered that:

• Interests of Certain Persons. The Sponsor, its affiliates and certain officers and directors of CEPT, as individuals, may have interests in the Business Combination that are in addition to, and that may be different from, the interests of CEPT Shareholders (see section entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Officers and Directors in the Business Combination”). CEPT’s independent directors on the CEPT Audit Committee reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the CEPT Audit Committee, the Business Combination Agreement and the transactions contemplated therein.

• Differing Returns. The Sponsor paid $25,000, or approximately $0.004 per share, for the CEPT Founder Shares (of which it currently holds 6,000,000), which such CEPT Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $72.2 million, based on the closing price of CEPT Class A Ordinary Shares of $12.33 on October 28, 2025, the last trading day prior to the date the CEPT Board approved the Business Combination. Such shares will be worthless if a business combination is not consummated. The Sponsor and its affiliates can earn a positive rate of return on their investment even if Public Shareholders experience a negative return following the consummation of the Business Combination.

After considering the foregoing, the CEPT Board concluded, in its business judgment, that the potential benefits to CEPT and its stockholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

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Redemption Rights

Pursuant to the CEPT Memorandum and Articles, Public Shareholders may elect to have their Public Shares redeemed for cash at the applicable redemption price per share equal to the sum of (a) the quotient obtained by dividing the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the Closing, including interest (net of taxes payable), by the total number of the then issued and outstanding Public Shares, plus (b) $0.15 per Public Share being redeemed, which CEPT has agreed to pay in respect of each redeemed Public Share. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $248.8 million as of March 31, 2026, this would have amounted to approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes). Public Shareholders may exercise redemption rights whether or not they are holders as of the Record Date and whether or not such shares are voted at the Meeting and whether they vote for or against the Business Combination Proposal. Notwithstanding the foregoing, the CEPT Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares in the aggregate, without the prior consent of CEPT.

If a Public Shareholder exercises its redemption rights, then such Public Shareholder will be exchanging its Public Shares for cash and will not hold shares of PubCo Common Stock upon consummation of the Business Combination. Such a Public Shareholder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CST in accordance with the procedures described herein. See the section titled “Extraordinary General Meeting of CEPT Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

In connection with the CEPT IPO, the Sponsor and CEPT’s executive officers and directors agreed to waive any redemption rights with respect to any CEPT Ordinary Shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CEPT’s executive officers and directors did not receive separate consideration for the waiver.

Board of Directors of PubCo Following the Business Combination

As of the date of this proxy statement/prospectus, the directors of PubCo are Carlos Domingo and Francisco Flores. Following Closing Carlos Domingo will remain on the PubCo Board as a director of PubCo (with Mr. Flores resigning as a director) and the PubCo Board will consist of seven persons, with at least five of them qualifying as independent directors under applicable securities exchange rules.

The following individuals will be nominated for election to the PubCo Board immediately following Closing:

Name		Position
Brett Redfearn		Director
Tal Elyashiv		Director (independent)
Rebecca Macieira-Kaufmann		Director (independent)
Sunil Sabharwal		Director (independent)
Manuel Sánchez Rodriguez		Director (independent)
Brad Stephens		Director (independent)

Immediately following Closing, the executive officers of PubCo will be as follows:

Name	Age	Position
Executive Officers
Carlos Domingo	54	Chief Executive Officer and Director
Brett Redfearn	61	President and Director
Francisco Flores	47	Chief Financial Officer
Billy Miller	35	Chief Operating Officer

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For more information, see the section of this proxy statement/prospectus entitled “Management of PubCo Following the Transactions.”

Information about the current CEPT directors and executive officers can be found in the section entitled “Where You Can Find Additional Information — CEPT SEC Filings.”

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP and not as a business combination. Under this method of accounting, CEPT will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of PubCo issuing stock for the net assets of CEPT, accompanied by a recapitalization. Upon the completion of the Business Combination, substantially all of the assets and business of Securitize and CEPT will be held and operated by PubCo and its subsidiaries.

Appraisal Rights

No appraisal or dissenters’ rights are available to CEPT Shareholders in connection with the ordinary resolution to approve the Business Combination Proposal. Under the Cayman Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair value of their shares, which if necessary, may ultimately be determined by the court. Therefore, CEPT Class A Record Holders have a right to dissent from the CEPT Merger. Please see the section titled “The Merger Proposal — Appraisal or Dissenters’ Rights” for additional information.

Date, Time and Place of the Extraordinary General Meeting of CEPT Shareholders

The Meeting will be held at 10:00 a.m., Eastern Time, on June 29, 2026. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/cantorequitypartnersii/2026.

Voting Power; Record Date

CEPT Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned CEPT Ordinary Shares at the close of business on May 11, 2026, which is the Record Date for the Meeting. CEPT Shareholders are entitled to one vote at the Meeting for each CEPT Ordinary Share held as of the Record Date. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

As of the close of business on the Record Date, there were 30,580,000 CEPT Ordinary Shares issued and outstanding, consisting of 24,580,000 CEPT Class A Ordinary Shares and 6,000,000 CEPT Class B Ordinary Shares. Of these shares, 24,000,000 were Public Shares, with the rest being held by the Sponsor.

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Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. CEPT has engaged Sodali as the proxy solicitor to assist in the solicitation of proxies. If a CEPT Shareholder grants a proxy, it may still vote its shares itself if it revokes its proxy before the Meeting. A CEPT Shareholder may also change its vote by entering a new vote by Internet or telephone, submitting a later-dated proxy or attending and voting, virtually via the live webcast or in person, during the Meeting as described in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of CEPT Shareholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Meeting

A quorum of CEPT Shareholders is necessary to hold a valid meeting. A quorum for the Meeting will be achieved if CEPT Shareholders of record that hold a majority of the then issued and outstanding CEPT Ordinary Shares are present at the Meeting (whether in person (including via the virtual meeting platform) or by proxy), irrespective of the number of CEPT Ordinary Shares voted by such CEPT Shareholders at the Meeting. As of the Record Date, the presence, in person or by proxy, of CEPT Shareholders of record holding 15,290,001 CEPT Ordinary Shares would be required to achieve a quorum at the Meeting. In addition to the CEPT Ordinary Shares held by the Sponsor, which represent approximately 21.5% of the issued and outstanding CEPT Ordinary Shares and which will count towards this quorum, CEPT will need only one or more CEPT Shareholders of record holding 8,710,001 Public Shares, or approximately 36.3%, of the 24,000,000 Public Shares represented in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.

The Sponsor has agreed to vote its 6,580,000 CEPT Ordinary Shares, representing approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that require approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

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Recommendation to CEPT Shareholders

The CEPT Board has determined that the Business Combination Proposal and each of the other Proposals are in the commercial interests of CEPT and the CEPT Shareholders and unanimously recommends that CEPT Shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal, if presented.

For more information about the CEPT Board’s recommendation and the Proposals, see the sections titled “Extraordinary General Meeting of CEPT Shareholders — Recommendation of the CEPT Board” and “The Business Combination Proposal — CEPT Board’s Reasons for Approval of the Business Combination”

Regulatory Matters

The Transactions are subject to the expiration or earlier termination of the applicable waiting period under the HSR Act, under which the Mergers may not be completed until notification and report forms have been filed with the FTC and the Antitrust Division of the DOJ, and the applicable waiting period has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period. The parties filed notifications under the HSR Act on December 23, 2025. The applicable waiting period has expired at 11:59 p.m. Eastern Time on January 22, 2026.

The Transactions and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for (i) filings with the Registrar of Companies of the Cayman Islands necessary to effectuate the CEPT Merger, which will be filed on behalf of CEPT and SPAC Merger Sub with the Registrar of Companies of the Cayman Islands and (ii) filings with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) necessary to effectuate the Securitize Merger, which will be filed on behalf of Securitize and Company Merger Sub with the Delaware Secretary of State upon the approval of the Business Combination Proposal and satisfaction of all other conditions under the Business Combination Agreement.

Sources and Uses for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (i) assuming that none of the outstanding Public Shares are redeemed in connection with the Business Combination and (ii) assuming that the maximum number of Public Shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Cash Condition. For an illustration of the number of shares and percentage interests outstanding under each scenario see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Estimated Sources and Uses (No Redemptions Scenario)

Sources of Funds			Uses
Securitize Equity Rollover(1)	$	1,256,902,231	Securitize Equity Rollover(1)	$	1,256,902,231
CEPT’s Cash in Trust Account		248,753,188	Cash to Balance Sheet(2)		448,544,054
PIPE Investments Proceeds		225,000,000	Estimated Transaction Expenses(3)		58,995,951
Private Placement Investment(4)		20,000,000	Repayment of Sponsor Loan		604,841
Securitize Cash on Balance Sheet(5)		14,459,817	Repayment of CEPT Accrued Expenses		93,159
CEPT Cash on Balance Sheet		25,000
Total Sources	$	1,765,140,236	Total Uses	$	1,765,140,236

____________

(1) Represents the aggregate value of shares issued to Securitize Stockholders at a deemed value of $10.00 per share.

(2) Represents CEPT’s Cash in Trust Account and the PIPE Investment Proceeds. The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(3) Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

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(4) Includes $20 million expected to be funded at Closing pursuant to a Securitize convertible note funding round at a 20% discount to the Securitize Equity Value and an existing option giving the holder thereof the right to invest at approximately one-third of the Securitize Equity Value, respectively, resulting in incremental total shares being issued of approximately 3,800,000 and 5,900,000, respectively, for such additional investment per the terms of the Business Combination Agreement, with approximately 4,700,000 of such shares being included in the Securitize Equity Value of $1,250 million and the remaining approximately 5,000,000 shares being incremental.

(5) Represents Securitize’s cash balance as of March 31, 2026.

Estimated Sources and Uses (100% Redemptions Scenario)

Sources of Funds			Uses
Securitize Equity Rollover(1)	$	1,256,902,231	Securitize Equity Rollover(1)	$	1,256,902,231
CEPT’s Cash in Trust Account		248,753,188	Cash to Balance Sheet		202,440,866
PIPE Investment Proceeds		225,000,000	Estimated Transaction Expenses(3)		52,745,951
Private Placement Investment(4)		20,000,000	Redemptions(5)		252,353,188
Funding of Sponsor Note		3,600,000	Repayment of Sponsor Note		3,600,000
Securitize Cash on Balance Sheet(6)		14,459,817	Repayment of Sponsor Loan		604,841
CEPT Cash on Balance Sheet		25,000	Repayment of CEPT Accrued Expenses		93,159
Total Sources	$	1,768,740,236	Total Uses	$	1,768,740,236

____________

(1) Represents the aggregate value of shares issued to Securitize Stockholders at a deemed value of $10.00 per share.

(3) Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(5) Assumes that Public Shareholders holding 100% of the Public Shares (24,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $252.4 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(6) Represents Securitize’s cash balance as of March 31, 2026.

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Summary of Risk Factors

In evaluating the Proposals, CEPT Shareholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” These risks are summarized below.

Risks Related to Securitize’s Business and Industry

• We face intense and increasing competition. Many of our competitors have greater resources than we do and may have products and services that are more appealing than ours to our current or potential customers or may operate under more permissive jurisdictions.

• In all full-year periods since our inception, we have incurred operating losses and might not be profitable in the future.

• If we fail to retain existing customers or attract new customers, or if our customers decrease their use of our products and services, our revenue will decline. A significant portion of our revenues depend on or have arisen from certain key relationships, which are not exclusive or bound by long-term contracts. Additionally, certain partnerships involve exclusivity arrangements, limiting our freedom to engage with other new relationships.

• If we fail to provide and monetize new and innovative products and services that are adopted by customers, our business may become less competitive and our revenue might decline.

• Our inability to maintain existing relationships with financial institutions and similar firms or to enter into new relationships of this kind, could impact our ability to offer services to customers.

• We and our subsidiaries currently operate in certain international markets and plan to further expand our international operations, which exposes us to significant new risks, and our international expansion efforts might not succeed.

Risks Related to Government Regulation and Litigation

• Our business is subject to extensive, complex and changing laws and regulations, and related regulatory proceedings and investigations. Changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm our business.

• The market and regulatory framework for tokenized securities and RWAs are nascent and subject to rapid change.

• If we do not maintain the net capital levels required by regulators, our broker-dealer business may be restricted and we may be fined or subject to other disciplinary or corrective actions.

Risks Related to Tokenization and Our Products and Services

• The market for securities and real-world asset tokenization is highly competitive and fragmented.

• Tokenization of securities and RWAs involves novel technological, operational, and cybersecurity risks.

• Minting and redeeming tokens from our platform involves risks, which could result in loss of customer assets, customer disputes, and other liabilities.

Risks Related to Our Platforms, Systems and Technology

• Our products and services rely on software and systems that are highly technical and have been, and may in the future be, subject to interruption, instability, and other potential flaws due to software errors, design defects, and other processing, operational, and technological failures, whether internal or external.

• We rely on third parties to perform some key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.

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Risks Related to Cybersecurity, Data Privacy and our Intellectual Property

• Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our customers or third-party service providers.

Risks Related to Our Financial Condition, Accounting and Tax Matters

• Future developments regarding the treatment of tokenized securities and other digital assets for U.S. federal, state and foreign income tax purposes could adversely impact our business.

• If we fail to maintain effective internal control over financial reporting, as well as required disclosure controls and procedures, our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations could be impaired.

Risks Related to CEPT and the Business Combination

• The market price of shares of PubCo Common Stock after the Business Combination will be affected by factors different from those currently affecting the market price of CEPT Class A Ordinary Shares.

• The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

• If the Business Combination is not approved and CEPT does not consummate another initial business combination by the end of the Combination Period, then the Sponsor’s CEPT Ordinary Shares will become worthless and the expenses it has incurred will not be reimbursed. These interests may have influenced the CEPT Board’s decision to approve the Business Combination.

• CEPT, Securitize and PubCo incur significant transaction costs in connection with the Business Combination.

• Securities of companies formed through mergers with SPACs such as PubCo may experience a material decline in price relative to the share price of the SPACs prior to such merger.

• Currently, there is no public market for the shares of PubCo Common Stock. Public Shareholders cannot be sure about whether the shares of PubCo Common Stock will develop an active trading market or whether PubCo is able to maintain the listing of PubCo Common Stock in the future even if PubCo is successful in listing PubCo Common Stock on NYSE or another national securities exchange, which could limit investors’ ability to make transactions in shares of PubCo Common Stock and subject PubCo to additional trading restrictions.

• PubCo is not expected to pay cash dividends in the foreseeable future.

Implications of being an Emerging Growth Company and a Smaller Reporting Company

PubCo is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to non-emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. PubCo intends to irrevocably elect not to avail itself of this extended transition period, and, as a result, will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

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PubCo will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of PubCo Common Stock pursuant to an effective registration statement or (b) in which it has total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of PubCo Common Stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, or (y) the date on which it has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

PubCo is also a “smaller reporting company.” PubCo may continue to be a smaller reporting company until either (i) the market value of PubCo Common Stock held by non-affiliates is less than $250 million or (ii) its annual revenue was less than $100 million during the most recently completed fiscal year and the market value of PubCo Common Stock held by nonaffiliates is less than $700 million. If PubCo is a smaller reporting company at the time it ceases to be an emerging growth company, it may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, PubCo may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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Summary Unaudited Pro Forma CONDENSED Combined Financial Information

The following summary unaudited pro forma combined financial information has been derived from the unaudited pro forma combined balance sheet as of March 31, 2026 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026, included in “Unaudited Pro forma Condensed Combined Financial Information.”

The summary unaudited pro forma condensed combined financial information should be read in conjunction with the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations, and the accompanying notes. In addition, the unaudited condensed combined pro forma financial information was based on and should be read in conjunction with the historical financial statements of Securitize and CEPT, including the accompanying notes, which are included elsewhere in this proxy statement/prospectus.

As CEPT does not represent a business for accounting purposes and its primary asset represents cash and cash equivalents, the Business Combination will be treated similar to an equity contribution in exchange for the issuance of PubCo Common Stock. The net assets of CEPT will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of Public Shares:

• Assuming No Redemptions: This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares.

• Assuming 100% Redemptions: This presentation assumes that all 24,000,000 Public Shares are redeemed in connection with the Business Combination, for an aggregate redemption payment of approximately $252.4 million.

	Statement of Operations Data – For the Three Months Ended March 31, ‎‎2026
	Historical					Pro forma‎
‎	Securitize			CEPT		No ‎Redemptions Scenario			100% ‎ Redemptions Scenario
	(in thousands)‎
Revenue	$	19,478		$	—	$	19,478		$	19,478
Operating costs and expenses		21,881			1,480		23,433			23,433
Other income (expense)		(5,487	)		3,876		60			60
Provision for income taxes		(43	)		—		(43	)		(43	)
Net income (loss) from continuing operations		(7,933	)		2,396		(3,938	)		(3,938	)

	‎Statement of Operations Data – For the Year Ended December 31, ‎‎2025‎
	Historical					Pro forma‎
‎	Securitize			CEPT		No ‎Redemptions Scenario			100% ‎ Redemptions Scenario
	(in thousands)‎
Revenue	$	62,152		$	—	$	62,152		$	62,152
Operating costs and expenses		76,685			1,853		127,762			121,512
Other income (expense)		(27,511	)		1,871		1,620			1,620
Provision for income taxes		(325	)		—		(325	)		(325	)
Net income (loss) from continuing operations		(42,368	)		18		(64,315	)		(58,065	)

	Balance Sheet Data – As of March 31, 2026‎
	Historical						Pro forma‎
	Securitize			CEPT			No Redemptions Scenario		100% Redemptions Scenario‎
	(in thousands)
Total assets	$	135,094		$	248,999		$	564,345	$	318,242
Total liabilities		157,782			6,133			94,455		92,175
Total stockholders’ equity (deficit)		(148,673	)		(9,487	)		468,721		224,898

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Summary Historical Financial Information of Securitize

The following table shows the summary historical financial information of Securitize for the periods and as of the dates indicated.

The summary historical financial information for Securitize presented below for the three months ended March 31, 2026 and 2025, consolidated statements of operations data for the three months ended March 31, 2026 and 2025, and the summary consolidated statement of financial condition data as of March 31, 2026 are derived from the Securitize, Inc. unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. The summary historical financial information for Securitize presented below for the year ended December 31, 2025 and 2024, consolidated statements of operations data for the year ended December 31, 2025 and 2024, and the summary consolidated statement of financial condition data as of December 31, 2025 and 2024 are derived from the Securitize, Inc. and Subsidiaries audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The summary information in the following tables should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize” and Securitize’s consolidated financial statements and related notes thereto included elsewhere in this proxy statement/prospectus. The summary historical financial information in this section is not intended to replace Securitize’s consolidated financial statements and related notes. Securitize’s historical results are not necessarily indicative of Securitize’s future results.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Securitize prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results in this section may not be indicative of the results of PubCo going forward.

	Securitize
	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025			For the Year Ended December 31, 2024
Statement of operations data:
Revenue	$	19,478,466		$	14,034,019		$	62,152,140		$	18,636,170
Total operating costs and expenses	$	21,880,626		$	17,966,422		$	76,685,100		$	33,950,952
Loss from operations	$	(2,402,160	)	$	(3,932,403	)	$	(14,532,960	)	$	(15,314,782	)
Total other expense, net	$	(5,487,484	)	$	(527,056	)	$	(27,510,653	)	$	(3,020,857	)
Net loss from continuing operations	$	(7,932,652	)	$	(4,541,518	)	$	(42,368,163	)	$	(18,426,535	)
Net loss from continuing operations per share of common stock and Class A common stock – basic and diluted	$	(0.88	)	$	(0.68	)	$	(4.98	)	$	(2.12	)

	March 31, 2026			December 31, 2025			December 31, 2024
Balance sheet data:
Total assets	$	135,093,579		$	169,775,125		$	163,314,107
Total liabilities	$	157,782,316		$	185,499,648		$	147,312,544
Total mezzanine equity	$	125,984,750		$	125,546,105		$	116,995,645
Total stockholders’ deficit	$	(148,673,487	)	$	(141,270,628	)	$	(100,994,082	)

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	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2025			For the Year Ended December 31, 2024
Cash flow data:
Net cash (used in) operating activities	$	(9,092,102	)	$	(3,979,485	)	$	(16,181,535	)	$	(18,527,655	)
Net cash (used in) investing activities	$	(1,021,562	)	$	(765,460	)	$	(13,015,588	)	$	(13,691,098	)
Net cash (used in) provided by financing activities	$	(347,960	)	$	3,020		$	31,477,818		$	47,341,895
Net change in cash	$	(10,411,738	)	$	(4,668,697	)	$	2,908,097		$	15,229,392

	Three Months Ended March 31,						Year Ended December 31,
	2026			2025			2025			2024
Net loss from continuing operations	$	(7,932,652	)	$	(4,541,518	)	$	(42,368,163	)	$	(18,426,535	)
Add back:
Depreciation and amortization		587,934			313,414			1,891,867			1,098,881
Provision for expected credit losses		285,453			74,388			397,382			1,743,140
Share-based compensation expense		836,588			7,431,004			12,142,913			404,041
Provision for income taxes		43,008			82,059			324,550			90,896
Interest income		(237,114	)		(167,491	)		(1,177,726	)		(2,113,178	)
Interest expense		2,268,575			1,450,891			6,892,872			4,533,607
Dividend income		(153,452	)		(41,834	)		(227,133	)		(402,035	)
Loss on digital assets held for investments, net		920,467			—			—			—
Other income, net		(589,992	)		(580,510	)		(862,360	)		(201,537	)
Change in fair value of simple agreements for future equity, embedded derivatives, and option liability		3,279,000			(134,000	)		22,885,000			1,204,000
Acquisition related transaction costs		—			246,069			290,000			275,000
Professional fees and other one-time public company readiness costs		1,523,410			—			3,246,929			—
Adjusted EBITDA	$	831,225		$	4,132,472		$	3,436,131		$	(11,793,720	)

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF CEPT

The following table sets forth selected historical financial information derived from (i) CEPT’s unaudited condensed financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, and (ii) CEPT’s audited financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025 and 2024, included elsewhere in this proxy statement. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CEPT” and the financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

Balance Sheets

	As of March 31, 2026			As of December 31, 2025			As of December 31, 2024
Cash	$	25,000		$	25,000		$	—
Total Current Assets	$	233,750		$	170,000		$	—
Available-for-sale debt securities held in Trust Account, at fair value	$	248,753,164		$	246,617,353		$	—
Total Assets	$	248,999,411		$	246,836,100		$	106,544
Notes payable – related party	$	604,841		$	397,381		$	79,900
Total Liabilities	$	6,133,478		$	6,250,817		$	174,486
Class A ordinary shares subject to possible redemption	$	252,353,188		$	250,217,377		$	—
Total Shareholders’ Deficit	$	(9,487,255	)	$	(9,632,094	)	$	(67,942	)

Statements of Operations

	For the Three Months Ended March 31,						For the Years Ended December 31,
	2026			2025			2025			2024
Loss from operations	$	(1,480,221	)	$	(27,148	)	$	(1,853,254	)	$	(70,682	)
Interest income on investments held in the Trust Account		2,251,571			—			6,479,330			—
Change in fair value of forward sale securities		1,625,060			—			(4,608,560	)		—
Net income (loss)	$	2,396,410		$	(27,148	)	$	17,516		$	(70,682	)

Weighted average number of ordinary shares outstanding:
Class A – Public shares		24,000,000			—			15,846,575			—
Class A – Private placement		580,000			—			382,959			—
Class B – Ordinary shares		6,000,000			6,000,000			6,000,000			6,000,000

Basic and diluted net income (loss) per share:
Class A – Public shares	$	0.08		$	—		$	0.00		$	—
Class A – Private placement	$	0.08		$	—		$	0.00		$	—
Class B – Ordinary shares	$	0.08		$	(0.00	)	$	0.00		$	(0.01	)

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Statements of Comprehensive Income (Loss)

	For the Three Months Ended March 31,						For the Years Ended December 31,
	2026			2025			2025		2024
Net income (loss)	$	2,396,410		$	(27,148	)	$	17,516	$	(70,682	)
Other comprehensive income (loss):
Change in unrealized appreciation (depreciation) of available-for-sale debt securities		(115,760	)		—			138,047		—
Total other comprehensive income (loss)		(115,760	)		—			138,047		—
Comprehensive income (loss)	$	2,280,650		$	(27,148	)	$	155,563	$	(70,682	)

Statements of Cash Flows

	For the Three Months Ended March 31,					For the Years Ended December 31,
	2026		2025			2025			2024
Cash Flow Data
Net cash provided by (used in) operating activities	$	—	$	(53,826	)	$	42,984		$	(79,900	)
Net cash provided by (used in) investing activities	$	—	$	—		$	(239,999,976	)	$	—
Net cash provided by financing activities	$	—	$	53,826		$	239,981,992		$	79,900

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Comparative Historical and Unaudited Pro Forma Per Share
Financial Information

The following table sets forth:

• historical per share information of Securitize and CEPT for the year ended December 31, 2025, and the three months ended March 31, 2026;

• unaudited pro forma per share information of PubCo for the year ended December 31, 2025 and the three months ended March 31, 2026, after giving effect to the Business Combination and PIPE Investment, assuming two redemption scenarios as follows:

• Assuming No Redemptions: This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares.

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement, and the historical financial statements of Securitize and CEPT and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Securitize and CEPT is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined net loss per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the periods presented, nor net loss per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Securitize and CEPT would have been had the companies been combined during the periods presented.

	As of and for the three months ended March 31, 2026
‎	Historical						Pro Forma‎
‎	Securitize			CEPT			No Redemptions Scenario			100% Redemptions Scenario
Book value per share – basic & diluted	$	(16.52	)	$	(0.31	)	$	2.74		$	1.53
Net income (loss) from continuing operations per share – basic & diluted	$	(0.88	)	$	0.08		$	(0.02	)	$	(0.03	)

	As of and for the year ended December 31, 2025
‎	Historical					Pro Forma‎
‎	Securitize			CEPT		No Redemptions Scenario			100% Redemptions Scenario
Net income (loss) from continuing operations per share – basic & diluted	$	(4.98	)	$	0.00	$	(0.38	)	$	(0.41	)

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Ticker Symbol and Dividend Information

CEPT

CEPT Class A Ordinary Shares are currently listed on the Nasdaq Global Market LLC under the symbol “CEPT”. Upon the Closing, PubCo Common Stock will be listed on NYSE under the symbol “SECZ”.

Holders

As of the Record Date, there are two (2) holders of record of CEPT Class A Ordinary Shares and one (1) holder of record of CEPT Class B Ordinary Shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose CEPT Class A Ordinary Shares are held of record by banks, brokers and other financial institutions.

Dividend Policy

CEPT has not paid any cash dividends on the CEPT Class A Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to a Business Combination will be within the discretion of the PubCo Board at such time.

Securitize

Historical market price information for Securitize Shares is not provided because there is no public market for Securitize Shares. See “Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Risk Factors

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial statements and other financial information included herein, before deciding how to vote or instruct your proxy to vote to approve the Proposals described in this proxy statement/prospectus. For purposes of this “Risk Factors” section, references to “Securitize,” “we,” “our” or “us” are to Securitize, Inc. and its subsidiaries prior to consummation of the Business Combination, and Securitize Holdings, Inc. and its subsidiaries (including Securitize, Inc.) following consummation of the Business Combination.

Investing in the PubCo Common Stock involves a high degree of risk. You should consider carefully the following risks, together with all the other information in this proxy statement/prospectus, including the combined and consolidated financial statements and notes thereto, as well as the risks, uncertainties and other information set forth in the reports and other materials filed or furnished by CEPT with the SEC, before you invest in shares of PubCo Common Stock. The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, PubCo’s business, financial condition, results of operations and prospects. If any of the following risks actually materialize following the Business Combination, PubCo’s operating results, financial condition and liquidity could be materially adversely affected. As a result, the trading price of shares of PubCo Common Stock could decline and you could lose part or all of your investment.

Risks Related to Securitize’s Business and Industry

We face intense and increasing competition. Many of our competitors have greater resources than we do and may have products and services that are more appealing than ours to our current or potential customers or may operate under more permissive jurisdictions.

We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend in part on the continued growth of the Securitize issuance of new tokenized securities, our ability to monetize Securitize-issued assets, and our ability to innovate and create successful new products and services and improve existing products and services.

Although there are regulatory and other barriers to entering the markets we serve, we nonetheless expect our competition to continue to increase. We face competition from both established enterprises and early-stage companies that are attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, particularly with respect to digital financial services products, significantly greater financial, technical, marketing, and other resources, and larger customer bases than we do. This may allow them to offer more competitive pricing or other terms or features, a broader range of digital financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in investor and customer preferences. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share or revenues, they may offer terms, including fee structures, that are more favorable than ours, which could result in a decrease of our market share or revenues or lead us to adopt less profitable business practices, or otherwise exert downward pressure on our results of operations. Recently, a number of potential competitors and existing Securitize customers have announces plans to focus on tokenization and may become competitors to Securitize or may cease being customers of Securitize. With increased competition, we may be required to incur additional costs or expenses relative to our revenue to maintain or grow the Securitize token network and the market acceptance of our products and services.

We currently compete at multiple levels with a variety of competitors, including:

• other tokenization platforms that may have similar licenses and services to ours;

• asset managers and other traditional financial institutions that build their own technology rather than engage with third-party providers like us; and

• crypto companies that operate in more permissive international jurisdictions or take greater regulatory risks than we are willing to take.

We believe that our ability to compete depends upon many factors, both within and beyond our control, including the following:

• our ability to continue working with large financial institutions and maintain our credibility;

• the size, diversity, and activity levels of our investor and customer base;

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• the timing and market acceptance of products and services, including developments and enhancements to those products and services offered by us and our competitors;

• trust, perception, and interest in the digital asset industry and in our products and services;

• customer service and support efforts;

• selling and marketing efforts;

• the ease of use, performance, price, and reliability of solutions developed either by us or our competitors;

• changes in economic conditions and government regulation and policies;

• our ability to successfully execute on our business plans;

• our ability to successfully integrate new products and services with our existing ones;

• our ability to continue to enhance our technical infrastructure and technology;

• our ability to enter new markets;

• our ability to maintain and grow our partnerships with other market participants;

• general digital payments, capital markets, blockchain, and token market conditions; and

• our brand strength relative to that of our competitors.

If we are unable to successfully compete in our industry, our business, results of operations, financial condition, and prospects could suffer materially.

We might not grow in line with historical rates.

While we have grown rapidly in the last three fiscal years, the circumstances that accelerated the growth of our business in the past may not continue. You should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our revenue, revenue growth, key business metrics or key business metrics growth in future periods.

We might experience declines in the growth of our business (or negative growth) as a result of a number of factors, including slowing demand for our platforms, regulatory changes, insufficient growth in the number of customers that utilize our platforms, declines in the level of usage of our platforms by existing customers, macroeconomic factors, increasing competition, a decrease in the growth of our overall target market, or our failure to continue to capitalize on growth opportunities, including as a result of our inability to scale to meet such growth, economic conditions that have, in some instances, reduced and could continue to reduce financial activity and the maturation of our business, among others. In particular, our customers are not generally bound by long-term contracts. Further, certain contracts with our key clients do not restrict the ability of such clients to pursue tokenization activities “in-house”. The loss of such clients may adversely impact our prospects. Any failure to successfully address these risks and challenges as we encounter them, will negatively affect our growth. If our revenue growth rate continues to decline, investors’ perceptions of our business and the trading price of PubCo Common Stock could be adversely affected.

Further, we develop our stated near-term and medium-term growth objectives based on numerous factors such as market trends, customer demand, operational capacity, and macroeconomic conditions. Our ability to achieve these objectives in the stated timeframes is subject to significant uncertainties, and there is no guarantee that we will be able to meet these goals due to factors such as market conditions, competition, and operational challenges, among others.

We have expanded and continue to expand our operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion, which subjects us to a number of uncertainties, risks, and difficulties that could adversely affect our business.

We have expanded and continue to expand our operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion, which makes it difficult to evaluate our current business and future prospects, and subjects us to a number of uncertainties, including our ability to plan for, model, and manage potential future growth and risks.

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We have encountered, and will continue to encounter, risks and difficulties frequently experienced by companies in rapidly changing and heavily regulated industries, including challenges associated with achieving market acceptance of our products and services, attracting and retaining customers, and complying with laws and regulations (particularly those that are subject to evolving interpretations and applications), as well as increased competition and the complexities of managing expenses as we expand our business. Additionally, as our business operations continue to expand, we have had and may continue to have difficulties meeting customer demand and expectations. We might fail to adequately address these and other challenges we may face, and our business might be adversely affected if we do not manage these risks successfully.

Our results of operations and other operating metrics fluctuate from quarter to quarter, which makes these metrics difficult to predict.

Our results of operations are heavily reliant on the level of activity on our platforms. In the past, our results of operations and other operating metrics have fluctuated from quarter to quarter, including due to movements and trends in the underlying markets, changes in general economic conditions, interest in investing, and fluctuations in trading levels generally, each of which is outside our control and will continue to be outside our control. As a result, period-to-period comparisons of our results of operations might not be meaningful, and our past results of operations should not be relied on as indicators of future performance. Further, we are subject to additional risks and uncertainties that are frequently encountered by companies in rapidly evolving markets. Our financial condition and results of operations in any given quarter can be influenced by numerous factors, including the occurrence of any of the risks described elsewhere in this Risk Factors section, many of which we are unable to predict or are outside of our control. Factors contributing to quarterly fluctuations could include, among others:

• our ability to retain and engage existing institutional customers and attract new customers as well as our ability to capture new investors for our products;

• the timing and success of new product and service introductions by us or our competitors, or other changes in the competitive landscape of our market;

• fluctuations in interest rates;

• increases in marketing, sales, compensation (for example, due to increased hiring competition for highly skilled personnel), cloud infrastructure, and other operating expenses that we might incur to grow and expand our operations and to remain competitive;

• the timing and amount of non-cash expenses, such as share-based compensation and asset impairments;

• the success of our expansion into new markets or acquisitions;

• fluctuations in tokenization volume and demand for tokenization services;

• changes in the public’s perception, adoption, and use of tokenized securities;

• any inability of customers to access and utilize our platforms, due to system disruptions, outages, or trading restrictions;

• any events that damage customer confidence in Securitize, such as breaches of security or privacy;

• the impacts of public health threats, unemployment, and inflation; and

• changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued, and might significantly affect the effective tax rate of that period.

Any of the factors above or listed elsewhere in this Risk Factors section, or the cumulative effect of some of those factors, could result in significant fluctuations in our results of operations.

In all full-year periods since our inception, we have incurred operating losses and might not be profitable in the future.

In all full-year periods since our inception, we have incurred operating losses. We might not be able to maintain or increase our revenue and/or maintain or further reduce our operating expenses by sufficient amounts to continue to generate positive GAAP net income on a quarterly or yearly basis in the future.

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If we fail to retain existing customers or attract new customers, or if our customers decrease their use of our products and services, our revenue will decline. A significant portion of our revenues depend on or have arisen from certain key relationships, which are not exclusive or bound by long-term contracts. Additionally, certain partnerships involve exclusivity arrangements, limiting our freedom to engage with other new relationships.

We have experienced rapid customer growth in recent years. Our business and revenue growth depends on our efforts to attract new customers, retain existing customers, and increase the amount that our customers use our products and services and increase the amount of tokenized assets under management. Any erosion of this active customer base or a decrease in their usage of our products and services (including through a decline in our assets under management) would have a disproportionately large negative impact on our revenues, which could cause the trading price of PubCo Common Stock to decline significantly. Our efforts to attract and retain customers might fail due to a number of factors, including our customers losing confidence in us or preferring a competitor’s offerings. Further, while we refer to our customers such as BlackRock, Apollo, BNY, Hamilton Lane, KKR, Van Eck and others as our “partners” we do not have a partnership agreement with these entities. Instead, we have engaged with them and other key customers through various contractual arrangements, most commonly through tokenization platform services, transfer agent and placement agent contracts. These contracts are (i) not long-term and provide the right to the customer to terminate the contract with prior written notice to us after an initial term or no initial term at all and (ii) do not contain exclusivity provisions, so such customers may move to a competitor or develop technology in-house. For example, our platform services and transfer agent that govern our relationship with BlackRock had an initial term of two years and now automatically renews for one year terms, with the right for BlackRock to terminate with written notice to us 90 days prior to the end of a renewal term, and our placement agent agreement with BlackRock can be terminated by BlackRock at any time with prior written notice. We may overly rely on certain products (such as BUIDL, which represented more than 60% of Securitize’s tokenized assets under management as of September 30, 2025) and clients that provide Securitize with broader exposure and an enhanced reputation in the industry, and changes in such relationships could have broader negative effects than the direct revenues from such relationships. Additional factors that could lead to a decline in our number of customers or their usage of our products and services or that could prevent us from increasing our number of customers include:

• a decline in our brand and reputation;

• increased pricing for our products and services;

• a shift in pricing models, including allowing customers to choose different fee models for tokenization services;

• ineffective marketing efforts or a reduction in marketing activity;

• certain of our customers, due to being new and inexperienced, might be less loyal to our products or less likely to maintain historical trading patterns and interest in investing;

• a broad decline in the equity, crypto and real-world asset markets, which could result in a decline of our assets under management and/or investors feeling discouraged and exiting the markets altogether;

• rising inflation resulting in less disposable income for our customers to invest;

• our customers experiencing difficulties using our platforms as intended, due to any number of reasons such as design errors, service outages, or trading restrictions imposed by us;

• our customers experiencing security or data breaches, account intrusions, or other unauthorized access;

• the inclusion of exclusivity provisions in certain customer agreements (albeit limited) granting such customers exclusivity for certain products;

• our failure to provide adequate customer service; and

• customer resistance to and non-acceptance of tokenized securities.

Finally, our customers may choose to cease using our platforms, products, and services at any time, and may choose to transfer their accounts to another broker-dealer. Any of these factors could have a material adverse effect on our results of operations.

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Lack of liquid markets, possible manipulation of blockchain-based assets and lack of effectiveness of safeguards for our crypto asset holdings may adversely affect us.

Crypto assets that are represented and traded on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have listing requirements and vet issuers, subject issuers to rigorous listing standards and rules and require their members to monitor investors transacting on such platform for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform’s controls and other policies. We have elected to use Fireblocks, OKX and Coinbase to facilitate transfers of our crypto assets. Third-party exchanges do not have the same vetting of issuers as a national securities exchange, which leads to a higher potential risk for fraud or manipulation of crypto assets. Such fraud or manipulation may decrease liquidity or transaction volume, or increase volatility of digital securities or other assets, which may adversely affect us. Such circumstances may have an adverse effect on our ability to sell our crypto assets at profitable prices, which would have a material adverse effect on our business, prospects or operations and potentially the value of any crypto holdings we hold or expect to acquire for our own account and harm investors.

Additionally, other than relying on the security protocols and safeguards provided to OKX, Coinbase and Fireblocks account holders, the Company has not implemented any additional safeguards or policies to protect its crypto assets other than limiting the personnel who have access to the accounts to our executive officers. We also currently do not have our crypto assets insured against theft, hacking, or loss. The risk of using custodial digital wallets is that the possession of the Company’s crypto assets is reliant upon a third-party maintaining control of its security protocols to protect possession. In addition to the third-party exchanges, the Company self-custodies the majority of its crypto assets held in corporate treasury. Fireblocks, Inc. (“Fireblocks”) provides the Company with a software-as-a-service platform for utilizing its Multi-Party Computation (“MPC”) technology-based infrastructure. This MPC based cryptographic solution enables us to retain exclusive control over the authorization of transactions without ever generating or storing a traditional private key, therefore allowing us to maintain self-custody over the Company’s digital assets held in corporate treasury. If Fireblocks were to be infiltrated, all of our crypto assets held utilizing the infrastructure could potentially become compromised or at least temporarily inaccessible. In the case of Securitize-issued tokenized securities held in self-custody utilizing Fireblocks infrastructure, the Company has manual safeguards in place which help retain the appropriate records of ownership should the automated blockchain systems fail which it controls in its capacity as transfer agent, adding an extra layer of security over these tokenized funds. If OKX or Coinbase were to be infiltrated after the Company’s crypto assets are transferred into its account, such crypto assets could potentially be lost or inaccessible. If either of those events occur, it could result in a loss of all or some of our crypto assets, which would have a material adverse effect on our financial condition.

If we fail to provide and monetize new and innovative products and services that are adopted by customers, our business may become less competitive and our revenue might decline.

Our ability to attract, engage, and retain our customers and to increase our revenue depends heavily on our ability to evolve our existing products and services and to create and monetize new products and services that are adopted by customers. Rapid and significant technological changes continue to confront the financial services industry, including developments in the methods in which securities are traded and developments in tokenization. To keep pace or to innovate we have introduced and might continue to introduce significant changes to our existing products and services or acquire or introduce new and unproven products and services, including using technologies with which we have little or no prior development or operating experience. Our efforts have been and might continue to be inhibited by industry-wide standards, legal restrictions, incompatible customer expectations, demands, and preferences, or third-party intellectual property rights. Our efforts to innovate have been and might continue to also be delayed or blocked by new or enhanced regulatory scrutiny or technical complications. Incorporating new technologies into our products and services, or realizing the intended benefits of acquisitions of, or investments in, other companies, products or technologies, has required and might continue to require substantial expenditures and take considerable time, and we might not be successful in realizing a return on these efforts in a timely manner or at all. It might be difficult to monetize products in a manner consistent with our brand’s focus on low prices. If we fail to innovate and deliver products and services with market fit and differentiation, or fail to do so quickly enough as compared to our competitors, we might fail to attract and retain customers and maintain customer engagement which could lead to a decline in our tokenized assets under management, causing our revenue to decline. Our international expansion efforts may increase these risks as we expect to adapt our product and service offerings to reflect local regulatory requirements, customer preferences, and other location-specific factors, as discussed elsewhere in this Risk Factors section.

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We will need additional capital to support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, might result in stockholder dilution, or might be delayed or prohibited by applicable regulations.

Maintaining adequate liquidity is crucial to our securities brokerage operations. The SEC and FINRA also have stringent rules with respect to the maintenance of specific levels of net capital by securities broker-dealers. We might be adversely affected by failing to meet these capital requirements or by potential regulatory changes related to our obligations with regard to capital maintenance requirements.

We might also need additional capital to continue to support our business and any future growth and to respond to competitive challenges, including the need to promote our products and services, develop new products and services, enhance our existing products, services and operating infrastructure, acquire and invest in complementary businesses and technologies, and to fund payments on our obligations at the parent company level, such as the income tax withholding and remittance obligations that arise upon the vesting and/or settlement of our outstanding restricted stock units (“RSUs”), and any debt obligations we might incur. To meet liquidity needs at the parent level, we might need to rely on dividends, distributions and other payments from our subsidiaries. Regulatory and other legal restrictions might limit our ability to transfer funds to or from some subsidiaries. For example, under FINRA rules applicable to us, a dividend of over 10% of a member firm’s excess net capital may not be paid without FINRA’s prior written approval.

When available cash is not sufficient, we might seek to engage in equity or debt financings to secure additional funds. However, such additional funding might not be available on terms attractive to us, or at all, and our inability to obtain additional funding when needed could have an adverse effect on our business, financial condition, and results of operations. If we issue equity or convertible debt securities, our stockholders could suffer significant dilution, and the new shares could have rights, preferences and privileges superior to those of our current stockholders. Any debt financing could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which might make it more difficult for us to obtain additional capital and to pursue future business opportunities.

Unfavorable media coverage and other events that harm our brand and reputation could adversely affect our revenue and the size, engagement, and loyalty of our customer base.

Our brand and our reputation are two of our most important assets. Our ability to attract, build trust with, engage, and retain existing and institutional customers might be adversely affected by events that harm our brand and reputation, such as public complaints and unfavorable media coverage about us, our platforms, and our customers, even if factually incorrect or based on isolated incidents.

We receive a high volume of media coverage, which might include, negative coverage regarding our products and services and the risk of our customers’ misuse or misunderstanding of our products and services, inappropriate or otherwise unauthorized behavior by our customers and litigation or regulatory activity. In addition, given our public profile, any unanticipated system disruptions, outages, technical or security-related incidents, or other performance problems relating to our platforms are likely to receive extensive media attention. Furthermore, any negative experiences our customers have in connection with their use of our products and services, including as a result of any such performance problems, could diminish customer confidence in us and our products and services, which could result in unfavorable media coverage or publicity.

Damage to our brand and reputation could also be caused by:

• cybersecurity attacks, privacy or data security breaches, or other security incidents, payment disruptions or other incidents that impact the reliability of our platforms;

• actual or alleged illegal, negligent, reckless, fraudulent or otherwise inappropriate behavior by our management team, our other employees or contractors, our customers or third-party service providers or partners as well as complaints or negative publicity about such individuals or companies;

• future restructurings or similar reductions or activities;

• any outright failure to meet our deposit requirements;

• litigation, regulatory actions, settlements, or investigations involving our platforms or our business;

• regulators requesting or requiring us to cease offering specific products or services;

• any failures to comply with legal, tax and regulatory requirements;

• any perceived or actual weakness in our financial strength or liquidity;

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• any regulatory action or settlement that results in changes to, or prohibits us from offering, certain features, products or services;

• any new policies, features, products, or services, or changes to our policies, features, products, or services, that customers or others perceive as overly restrictive, unclear, inconsistent with our values or mission, or not clearly articulated;

• a failure to operate our business in a way that is consistent with our values and mission;

• inadequate or unsatisfactory customer support experiences;

• negative responses by customers or regulators to our business model or to particular features, products or services;

• a failure to adapt to new or changing customer preferences;

• our inability to successfully expand into new markets or make successful acquisitions of, or investments in, other companies, products or technologies;

• negative claims or publicity involving our culture or businesses, regardless of whether such claims are accurate; and

• any of the foregoing with respect to our competitors, to the extent the resulting negative perception affects the public’s perception of us or our industry as a whole.

These and other events could negatively impact the willingness of our existing customers and potential new customers, to do business with us, which could adversely affect market trading volumes and the number of customers, as well as our ability to recruit and retain personnel, any of which could have an adverse effect on our business, financial condition, and results of operations, as well as the trading price of PubCo Common Stock.

Our business has been and might continue to be harmed by changes in business, economic, or political conditions that impact global financial markets, or by a systemic market event.

As we are a financial services company, our business, results of operations, and reputation are directly and indirectly affected by elements beyond our control, such as economic and political conditions including unemployment rates, inflation, tax and interest rates, geopolitical conflicts, financial market volatility (such as we may experience due to recent trade policy shifts, including the potential imposition or escalation of tariffs implemented by the United States, Canada or other governments), significant increases in the volatility or trading volume of particular tokenized securities, volatility in cryptocurrency and digital asset markets (including significant price fluctuations and/or decreases in trading prices, reduced liquidity, market dislocations, or loss of investor confidence), broad trends in business and finance, actual events or concerns involving liquidity, defaults, or non-performance by third-party financial institutions or transactional counterparties (such as certain banks having failed and been taken over by the FDIC in the spring of 2023 (the “2023 Banking Events”)), including risks related to private credit markets, such as borrower defaults, reduced liquidity, valuation uncertainty, or tightening credit conditions, changes in the volume of tokenized securities trading generally and changes in the markets in which such transactions occur, and changes in how such transactions are processed. These elements can arise suddenly and the full impact of such conditions could have an adverse effect on our results of operations or remain uncertain indefinitely. A prolonged market weakness, such as a slowdown causing reduced trading volume in securities, derivatives, or crypto markets, has resulted, and could, in the future, result in reduced revenues and could adversely affect our business, financial condition, and results of operations. Conversely, significant upturns in such markets or conditions might cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products and services. In addition, while our revenue is not substantially directly tied to assets under management (“AUM”), this metric is a key indicator of platform activity and client engagement and have a meaningful indirect impact on our revenues. Our assets under management declined in the fourth quarter of 2025 due to, among other things, a broad decline in the price of cryptocurrencies. If market conditions continue to cause the value of AUM on our platform to decline, or activity levels on our platform are otherwise reduced, demand for our services and related revenues could be adversely affected.

Additionally, concerns regarding the U.S. and/or international financial systems, such as in connection with the 2023 Banking Events, could result in less favorable commercial financing terms available to us, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on our access to credit and liquidity sources.

Any of these changes could cause our future performance to be uncertain or unpredictable, and could have an adverse effect on our business and results of operations.

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Our inability to maintain existing relationships with financial institutions and similar firms or to enter into new relationships of this kind, could impact our ability to offer services to customers.

Securitize predominantly provides tokenization services in partnership with tier-one financial services institutions and asset managers. We secure those relationships based on our reputation, experience and licenses, but they are not subject to long-term contractual protections. Any event that adversely affects our brand, our reputation or the good standing of our licenses could impact our ability to continue acquiring new customer relationships with large financial institutions or to maintain our relationships with existing customers, and may also affect our standing and ability to attract and retain other blockchain revenue streams.

Our future success depends on the continuing efforts of our key employees and our ability to attract and retain senior management and other highly skilled personnel.

Our future success depends, in part, on our ability to continue to identify, attract, develop, integrate and retain qualified and highly skilled personnel. In particular, our co-founder and CEO, Carlos Domingo, has been critical to the development and execution of our business, vision, and strategic direction. In addition, we have heavily relied, and expect we will continue to heavily rely, on the services and performance of our senior management team, which provides leadership, contributes to the core areas of our business and helps us to efficiently execute our business. Although we have entered into employment offer letters with some of our key personnel, most of these agreements have no specific duration and are terminable by either party at-will and our senior management team has experienced recent changes. We do not maintain key person life insurance policies on any of our employees. The loss of any members of our senior management or key personnel could adversely impact our business, operating results, and financial condition.

We also might not be successful in attracting, integrating or retaining qualified personnel to fulfill our current or future needs. We believe that a critical component of our efforts to attract and retain employees has been our corporate culture of innovation. We have invested substantial time and resources in building our team. As we continue to expand internationally, we will face new challenges to maintain our corporate culture of innovation among a larger number of geographically dispersed and remote employees, as well as other service providers. Failure to preserve our company culture could harm our ability to retain and recruit personnel.

If we are unable to attract, integrate, retain, or effectively replace our key employees and qualified and highly skilled personnel, our ability to effectively focus on and pursue our corporate objectives will decline, and our business and future growth prospects could be harmed.

Future acquisitions of, or investments in, other companies, products, technologies or specialized personnel could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our results of operations.

As part of our business strategy, we have made, and might continue to make acquisitions of, or investments in, other compatible companies, products, technologies or specialized personnel. We also have entered into and might continue to enter into relationships with other businesses in order to expand our products and services. Negotiating these transactions can be time-consuming, difficult, and expensive. Our ability to close these transactions might be subject to third-party approvals and customary closing conditions, such as governmental and other regulatory approvals, some of which are beyond our control, and may take longer than expected to be obtained, if at all. If pending transactions are not completed, we could in the future be subject to losses from legal fees and other expenses as well as impairment charges.

In general, our efforts to grow through acquisitions are subject to the risks that we might be unable to find suitable acquisition or investment candidates or to complete acquisitions on favorable terms or in a timely manner, if at all. Moreover, these kinds of acquisitions or investments can result in unforeseen operating difficulties and expenditures prior to and following closing, including disrupting our ongoing operations, diverting management from their primary responsibilities, subjecting us to additional liabilities and/or compliance obligations, increasing our expenses, and adversely impacting our business, financial condition and results of operations. If we acquire businesses or technologies, we might not be able to integrate the acquired personnel, operations, products, and technologies successfully, may face challenges in doing so, or may be unable to effectively manage the combined business following the acquisition. Moreover, the anticipated benefits of any acquisition or investment might not be realized, the acquisition or investment might not perform in accordance with expectations, and we might be exposed to unknown liabilities.

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In connection with these types of transactions, we might issue additional equity securities that would dilute our stockholders, use cash that we might need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur large charges or substantial liabilities, encounter difficulties integrating diverse business cultures, and become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.

We and our subsidiaries currently operate in certain international markets and plan to further expand our international operations, which exposes us to significant new risks, and our international expansion efforts might not succeed.

We and our subsidiaries currently operate or offer services to the public outside the United States in certain jurisdictions, including the EU, Japan, Israel and the British Virgin Islands.

We intend to continue expanding our operations outside the United States. International expansion requires significant resources and management attention and subjects us to additional regulatory, economic, operational, and political risks on top of those we already face in the United States. There are significant risks and costs inherent in establishing and doing business in international markets, including:

• difficulty establishing and managing international entities, offices, and/or operations and the increased operations, travel, infrastructure, and legal and compliance costs associated with operations, entities, and/or people in different countries or regions;

• the need to understand, interpret and comply with local laws, regulations and customs in multiple jurisdictions, including laws and regulations governing token-related, broker-dealer, money transmitter, or regulated entity practices, some of which might require permissions, registrations, authorizations, licenses or consents, or might be different from, or conflict with, those of other jurisdictions, including foreign cybersecurity, data privacy or labor and employment laws;

• the additional complexities of any merger or acquisition activity internationally, which would be new for us and could subject us to additional regulatory scrutiny or approvals;

• the need to adapt, localize, and position our products for specific countries (also known as “product-market fit”);

• increased exposure to foreign fraud vectors;

• increased competition from local providers of similar products and services;

• challenges of obtaining, maintaining, protecting, defending and enforcing intellectual property rights abroad, including the challenge of extending or obtaining third-party intellectual property rights to use various technologies in new countries;

• the need to offer customer support and other aspects of our offering (including websites, articles, blog posts, and customer support documentation) in various languages or locations;

• compliance with anti-bribery and anti-corruption laws, such as the FCPA and equivalent anti-money laundering and sanctions rules and requirements in local markets, by us, our employees, and our business partners;

• the need to recruit and manage staff in new countries and regions to support international operations, and comply with employment law, tax, payroll, and benefits requirements in multiple countries;

• the need to enter into new business partnerships with third-party service providers in order to provide products and services in the local market, or to meet regulatory obligations;

• varying levels of internet technology adoption and infrastructure, and increased or varying network and hosting service provider costs and differences in technology service delivery in different countries;

• fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of other currencies into U.S. dollars;

• double taxation of our international earnings and potentially adverse tax consequences due to requirements of or changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and

• political or social change or unrest or economic instability in a specific country or region in which we operate.

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We have limited experience with international legal and regulatory environments and market practices, and we might not be able to penetrate or successfully operate in the markets we choose to enter. In addition, we might incur significant expenses as a result of our international expansion, and we might not be successful, which could lead to substantial losses.

Our working model, which allows our employees to work remotely, subjects us to heightened operational risks.

We currently allow our employees to work remotely, which subjects us to heightened operational risks. For example, technologies in our employees’ homes might not be as robust or effective as in our offices and could lead to lower productivity and/or increased vulnerability to cybersecurity attacks or other privacy or data security incidents. There is no guarantee that the data security and privacy safeguards we have put in place will be completely effective or that we will not encounter risks associated with employees accessing company data and systems remotely. Additionally, in June 2024 FINRA’s new Residential Supervisory Location Rule became effective, under which the homes of certain of our employees who work remotely could be treated as “residential supervisory locations” subject to inspections on a regular periodic schedule, which in turn has required certain operational changes and compliance adjustments. Non-compliance with the Residential Supervisory Location Rule could subject us to fines, penalties or enforcement actions. We also face challenges due to the need to operate with a dispersed and remote workforce, as well as increased costs related to business continuity initiatives.

Allowing for remote work may in the future make it more difficult for us to preserve our corporate culture of innovation and our employees might have decreased opportunities to collaborate in meaningful ways. Any failure to overcome the challenges presented by our working model could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively, maintain product development velocity, and execute on our business strategy.

Risks Related to Government Regulation and Litigation

Our business is subject to extensive, complex and changing laws and regulations, and related regulatory proceedings and investigations. Changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm our business.

We are subject to a wide variety of local, state, federal, and international laws, regulations, licensing schemes, and industry standards in the United States, the EU and other countries and regions in which we operate. These laws, regulations, and standards govern numerous areas that are important to our business, and include, or might in the future include, those relating to all aspects of the securities industry, financial services, tokens, derivatives, trading in tokenized securities, fraud detection, customer protection, anti-money laundering, sanctions regimes, data privacy, data security, risk management and other technology-related aspects such as decentralized finance (“DeFi”) integration, protocol partnerships and smart contract usage. The substantial costs and uncertainties related to complying with these laws and regulations continue to increase, and our introduction of new products or services, expansion of our business into new jurisdictions or subindustries, acquisitions of other businesses that operate in similar regulated spaces, or other actions that we may take might subject us to additional laws, regulations, or other government or regulatory scrutiny. Regulations are intended to ensure the integrity of financial markets, to maintain appropriate capitalization of broker-dealers and other financial services companies, and to protect customers and their assets. These regulations could limit our business activities through capital, customer protection, and market conduct requirements, as well as restrictions on the activities that we are authorized to conduct.

We operate in a highly regulated industry and, despite our efforts to comply with applicable legal requirements, like all companies in our industry, we must adapt to frequent changes in laws and regulations, and face complexity in interpreting and applying evolving laws and regulations to our business, heightened scrutiny of the conduct of financial services firms and increasing penalties for violations of applicable laws and regulations. We might fail to establish and enforce procedures that comply with applicable legal requirements and regulations. We might be adversely affected by new laws or regulations, changes in the interpretation of existing laws or regulations, or more rigorous enforcement. Our ability to offer certain products may also be impacted by actions taken by government regulators. There is a risk that regulators could request or require us to cease offering specific products or services. Such regulatory actions could lead to the suspension or termination of product offerings, which may result in increased compliance costs, financial losses and negative publicity. We also might be adversely affected by other regulatory changes related to our obligations with regard to suitability of financial products, supervision, sales practices, application of fiduciary or best interest standards.

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Regulatory Landscape

We and our subsidiaries are subject to extensive regulation by federal and state regulators and SROs, and are subject to laws and regulations covering all aspects of the securities industry. Federal and state regulators and SROs, including the SEC and FINRA, can, among other things, investigate, censure or fine us, issue cease-and-desist orders or otherwise restrict our operations, require changes to our business practices, products or services or limit our acquisition activities. Similarly, state attorneys general and other state regulators, including state securities and financial services regulators, can bring legal actions on behalf of the citizens of their states to assure compliance with state laws. In addition, criminal authorities such as state attorneys general or the DOJ may institute civil or criminal proceedings against us for violating applicable laws, rules, or regulations.

We may in the future be subject to regulatory investigations, actions, and settlements, which could cause us to incur substantial costs or require us to change our business practices in a materially adverse manner.

Given the highly regulated nature of the industries in which we operate, we may in the future be subject to a number of legal and regulatory examinations and investigations arising out of our business practices and operations, conducted by the DOJ, SEC, FINRA or other federal agencies such as OFAC and state regulatory agencies. These examinations and investigations might in the future lead to lawsuits, arbitration claims, and enforcement proceedings, as well as other actions and claims, that result in injunctions, fines, penalties, and monetary settlements.

Such proceedings might in the future relate to broker-dealer or other financial services rules and regulations, including our trading and supervisory policies and procedures, our trade reporting, our public communications, our compliance with SEC and FINRA registration requirements, anti-money laundering and other financial crimes regulations, cybersecurity matters, a token’s status as a “security,” and our business continuity plans, among other topics. These sorts of proceedings, inquiries, examinations, investigations, and other regulatory matters might subject us to fines, penalties, and monetary settlements, harm our reputation and brand, require substantial management attention, result in additional compliance requirements, result in certain of our subsidiaries losing their regulatory licenses or ability to conduct business in some jurisdictions (which could, among other things, result in statutory disqualification by FINRA and the SEC), increase regulatory scrutiny of our business, restrict our operations or require us to change our business practices, require changes to our products and services, require changes in personnel or management, delay planned product or service launches or development, limit our ability to acquire other complementary businesses and technologies, or lead to the suspension or expulsion of our broker-dealer or other regulated subsidiaries or their officers or employees.

In connection with litigation settlements, we might in the future be required to make expenditures to enhance our compliance activities, such as engaging independent consultants to evaluate our compliance programs and remediation efforts.

Additionally, while we now offer select services and products in certain countries outside the United States, we are not currently licensed, authorized, or registered in every jurisdiction in which we may in the future wish to offer our services. Under the terms of our customer agreements, we currently offer services only to citizens and permanent residents with a legal address within those jurisdictions where we are authorized and registered to offer those services, and our platform includes features designed to block access to our services from unauthorized jurisdictions. However, to the extent a customer accesses our platforms or services outside of jurisdictions where we have obtained required governmental licenses and authorizations, we face a risk of becoming subject to regulation in that local jurisdiction. A regulator’s investigation as to whether, or conclusion that we are servicing customers in its jurisdiction without being appropriately licensed, registered, or authorized could in the future result in fines or other enforcement actions or settlements.

The market and regulatory framework for tokenized securities and RWAs are nascent and subject to rapid change.

The markets for tokenized securities and real-world assets (“RWAs”) are in the early stages of development and remain subject to considerable uncertainty in terms of market structure, liquidity, and regulation. Blockchain-based trading venues and decentralized exchanges may offer significantly less liquidity, transparency, and regulatory oversight compared to national securities exchanges. This could lead to fragmented markets, inefficient price discovery, and persistent pricing disparities between tokenized and traditional securities.

In addition, the legal and regulatory treatment of tokenized securities and RWAs continues to evolve. U.S. federal and state regulators, as well as international authorities, have provided limited and sometimes incomplete guidance. For example, the SEC has stated that tokenized securities are subject to existing securities laws, while other agencies, such as the CFTC, are still evaluating potential frameworks for digital asset tokenization. In addition, the U.S. Congress continues to consider, but has not yet enacted, proposed legislation that could include provisions that would impact the

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legal constructs around the tokenization of securities and RWAs inside the United States. Outside the U.S., approaches also vary. In the EU, the DLT Pilot Regime applies to tokenized securities and may grant a temporary exemption from certain regulations, but such exemption is not guaranteed to become permanent. Similarly, the Monetary Authority of Singapore treats certain crypto-assets as securities or derivatives depending on their characteristics.

This uncertainty creates regulatory and compliance risk, as future rulemaking, enforcement actions, or shifts in interpretation could impose new obligations or restrictions on our operations, products, or counterparties. It also creates operational risk, as the successful tokenization and trading of tokenized securities and RWAs depend on reliable systems for custody, valuation, and disclosure. Any regulatory change, operational failure, or loss of market confidence could materially and adversely affect our ability to issue or facilitate trading in tokenized securities and RWAs.

If we do not maintain the net capital levels required by regulators, our broker-dealer business may be restricted and we may be fined or subject to other disciplinary or corrective actions.

The SEC, FINRA, and various state regulators have stringent rules with respect to the maintenance of specific levels of net capital by securities broker-dealers. For example, our broker dealer is subject to the SEC Uniform Net Capital Rule, which specifies minimum capital requirements intended to ensure general financial soundness and adequate liquidity. Our failure to maintain the required net capital levels and protect customer assets could potentially result in immediate suspension of securities activities, suspension or expulsion by the SEC or FINRA, restrictions on our ability to expand our existing business or to commence new businesses, and could ultimately lead to the liquidation of our broker-dealer entities and winding down of our broker-dealer business. If such net capital rules are changed or expanded, if there is an unusually large charge against net capital, or if we make changes in our business operations that increase our capital requirements, capital-intensive operations could be limited. A large operating loss or charge against net capital could adversely affect our ability to maintain or expand our business.

Our compliance and risk management policies and procedures as a regulated financial services company might not be fully effective in identifying or mitigating compliance and risk exposure in all market environments or against all types of risk.

As a financial services company, our business exposes us to a number of heightened risks. We have devoted significant resources to develop our compliance and risk management policies and procedures and will continue to do so, but our efforts might be insufficient. Our expanded and evolving operations and unpredictable periods of rapid growth make it difficult to predict all of the risks and challenges we might encounter and therefore increase the risk that our policies and procedures for identifying, monitoring, and managing compliance risks might not be fully effective in mitigating our exposure in all market environments or against all types of risk. Further, some controls are manual and are subject to inherent limitations and errors in oversight, which could cause our compliance and other risk management strategies to be ineffective. Other compliance and risk management methods depend upon the evaluation of information regarding markets, customers, catastrophe occurrences, or other matters that are publicly available or otherwise accessible to us, which might not always be accurate, complete, up-to-date, or properly evaluated. Insurance and other traditional risk-shifting tools might be held by or available to us in order to manage some exposures, but they are subject to terms such as deductibles, coinsurance, limits, and policy exclusions, as well as risk of counterparty denial of coverage, default, or insolvency. Any failure to maintain effective compliance and other risk management strategies could have an adverse effect on our business, financial condition, and results of operations.

We are also exposed to heightened regulatory risk because our business is subject to extensive regulation and oversight in a variety of areas and geographies, and such regulations are subject to revision, supplementation, or evolving interpretations and applications, and it can be difficult to predict how they might be applied to our business, particularly as we introduce new products and services and expand into new jurisdictions.

We may be subject to material litigation, which could be expensive and time consuming, and, if resolved adversely, could expose us to significant liability and reputational harm.

In addition to regulatory proceedings, we anticipate that we may be a target for litigation in the future. Potential litigation matters include commercial litigation matters, insurance matters, securities litigation matters, privacy and cybersecurity disputes, intellectual property disputes, contract disputes, consumer protection matters, and employment matters. This risk might be more pronounced during market downturns, during which the volume of legal claims and amount of damages sought in litigation and regulatory proceedings against financial services companies have historically increased.

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Litigation matters brought against us might in the future require substantial management attention and might result in settlements, awards, injunctions, fines, penalties, and other adverse results. A substantial judgment, settlement, fine, penalty, or injunctive relief could be material to our results of operations or cash flows for a particular period, or could cause us significant reputational harm.

We are subject to governmental laws and requirements regarding anti-corruption, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorism financing that could impair our ability to compete in international markets or subject us to criminal or civil liability if we violate them.

We are required to comply with U.S. economic and trade sanctions administered by OFAC and we have processes in place to facilitate compliance with the OFAC regulations. As part of our customer onboarding process, in accordance with the Customer Identification Program rules under Section 326 of the USA Patriot Act, we screen all potential customers against OFAC watchlists and continue to screen all customers, vendors and employees daily against OFAC watchlists. Although our platforms include features designed to block access to our services from sanctioned countries, if our services are accessed from a sanctioned country in violation of trade and economic sanctions, we could be subject to enforcement actions.

We are subject to the FCPA, U.S. and foreign bribery laws, and other U.S. and foreign anti-corruption laws. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public sector. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. The failure to comply with any such laws could subject us to criminal or civil liability, cause us significant reputational harm, and have an adverse effect on our business, financial condition, and results of operations.

We are also subject to various anti-money laundering and counter-terrorism financing laws and regulations that prohibit, among other things, our involvement in transferring the proceeds of criminal activities. In the United States, most of our services are subject to anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended, and similar laws and regulations. Regulators in the United States continue to increase their scrutiny of compliance with these obligations.

Although our operations are currently concentrated in the United States, we have expanded our operations outside of the United States. As we have started to expand internationally, we have become subject to additional non-U.S. laws, rules, regulations, and other requirements regarding economic and trade sanctions, anti-money laundering, and counter-terrorism financing. In order to comply with applicable laws, we have started to, and will continue to, revise and expand our compliance program, including the procedures we use to verify the identity of our customers and to conduct ongoing monitoring of our customers and their transactions on our systems, including payments to persons outside of the United States. The need to comply with multiple sets of laws, rules, regulations, and other requirements could substantially increase our compliance costs, impair our ability to compete in international markets, and subject us to risk of criminal or civil liability for violations.

Risks Related to Tokenization and Our Products and Services

The market for securities and real-world asset tokenization is highly competitive and fragmented.

The market for tokenization of securities and RWAs is highly competitive, rapidly evolving, and fragmented. Numerous established financial institutions, fintech companies, and emerging blockchain platforms are seeking to develop and commercialize tokenization products and services. While we believe our technology, experienced personnel, and reputation with customers provide competitive advantages, there can be no assurance that we will be able to achieve or maintain the market position we anticipate. Some of our competitors currently or may in the future have significantly greater financial, technical, and marketing resources, broader customer bases, and longer operating histories. As competition intensifies, we may be required to increase expenditures on research and development, marketing, or incentives, which could adversely affect our profitability. If we are unable to differentiate our offerings or maintain customer confidence in our platform, our growth prospects, financial condition, and results of operations could be materially and adversely affected.

Tokenization of securities and RWAs involves novel technological, operational, and cybersecurity risks.

Our efforts to tokenize securities and RWAs rely on emerging technologies that are untested at scale and subject to significant uncertainty. These activities expose us to risks including (i) market and liquidity risk, as active secondary markets for tokenized RWAs may not develop or may be limited to alternative trading systems (“ATS”)

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with constrained liquidity or price transparency; (ii) technological and operational risk, as blockchain networks, smart contracts, and related infrastructure may fail, contain errors, or become obsolete; (iii) cybersecurity and fraud risk, as tokenized assets and underlying blockchains may be targeted by malicious actors, subject to vulnerabilities, or used in connection with illicit activity; and (iv) valuation and volatility risk, as tokenized securities and RWAs may not maintain or increase in value and may be difficult to price accurately.

Transaction fees, network congestion, or failures in smart contract code could also impair our ability to support tokenized securities and RWAs. Any such technological or operational failures could lead to financial losses, customer disputes, or reputational damage, and could materially and adversely affect our business and prospects.

Minting and redeeming tokens from our platform involves risks, which could result in loss of customer assets, customer disputes, and other liabilities.

The minting and redemption of tokenized securities through our platform depend on the accurate and secure operation of both traditional financial rails and blockchain-based smart contracts. Verified customers may subscribe for tokenized securities by transferring the corresponding amount of fiat currency or stablecoins to designated Securitize accounts or wallets, after which the associated tokens are minted to the customer’s wallets or accounts that have been whitelisted by the Securitize platform. When customers request redemptions, the corresponding tokens are burned or cancelled, and the related fiat currency or digital assets are transferred back to the customer’s linked account or wallet. Securitize maintains programs, policies and procedures relating to Customer Identification Program, OFAC screening, and applicable BSA and AML requirements. These procedures include enhanced due diligence when necessary and Securitize conducts wallet whitelisting and transaction monitoring as it relates to wallets that interact with its platform. Only customer wallets that have been subject to and approved by Securitize’s customer screening requirements are able to transfer assets to the Securitize platform or receive tokenized assets from the Securitize platform. Securitize does not create on-chain wallets for its customers, but instead supports integration with third-party wallets to enable customers to access the firm’s product offerings and related services.

Securitize’s proprietary smart contracts incorporate specific controls and permissions designed to safeguard the issuance and redemption process, including permissions limiting the receipt of tokens to only whitelisted wallets or accounts. The minting of tokenized securities can occur through (i) authorized smart contracts operating in an automated or “atomic” manner — such as delivery-versus-payment mechanisms tied to stablecoin settlement — or (ii) manual operational processes requiring the coordination of multiple authorized personnel. Operational issuance actions are protected by multi-party computation cryptographic signatures, which require participation from multiple signers within the organization to execute a minting transaction. These technical and procedural safeguards are designed to prevent unauthorized or unilateral creation of new tokens.

Notwithstanding these controls, technical or operational errors could still occur. Such errors could result in the minting of excess tokens or the improper allocation of tokens to customer wallets. While Securitize’s smart contracts provide mechanisms to seize or burn tokens to remediate these situations, such incidents could lead to temporary imbalances, customer disputes, or reputational harm.

Additionally, transactions involving fiat rails, third-party stablecoins, or digital assets not issued or controlled by Securitize present risks beyond the scope of our technical safeguards. Errors in bank or wallet information, or the transfer of stablecoins to an address not controlled by the customer, may result in the permanent loss of funds. The use of tokenized securities in conjunction with DeFi protocols or third-party smart contracts also introduces risks, including potential vulnerabilities, security breaches, or network disruptions that could delay or impair minting or redemption processes.

Any of these events could result in customer losses, legal or regulatory exposure, reputational damage, or other liabilities, any of which could adversely affect our business, financial condition, or results of operations.

A temporary or permanent blockchain “fork” could adversely affect our business.

Most blockchain networks, including Ethereum and other public blockchains that support the issuance of tokenized securities, are open source and subject to modification by their respective developer communities. Any user can propose changes to the underlying software, and if a substantial majority of network participants adopt

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those changes, the blockchain continues under the modified protocol. However, when consensus is not achieved, a “fork” may occur, resulting in two or more separate and incompatible versions of the same blockchain protocol operating simultaneously.

Unlike issuers of native cryptocurrencies, Securitize’s tokenized securities represent interests in RWAs or securities that are recorded and maintained under a controlled issuer and transfer agent framework. While tokenized securities may exist across multiple blockchains through authorized multichain issuance, such deployments are managed and reconciled through the same control book and master securityholder file to ensure that total outstanding units remain consistent and singular across chains. By contrast, a blockchain fork represents an unauthorized and spontaneous duplication of the ledger, outside of issuer or transfer agent control. In the event of such a fork, Securitize would determine which chain constitutes the valid and authoritative record for purposes of ownership, recordkeeping, and the exercise of holder rights such as voting, redemptions, and distributions. Tokens existing on other forked chains would not be recognized as valid representations of the securities.

This determination process may require coordination with key ecosystem participants, including stablecoin issuers, custodians, and other infrastructure providers that interact with our platform. While Securitize would generally expect to follow the fork recognized by principal stablecoin issuers used in settlement flows, there can be no assurance that all industry participants will reach the same conclusion. Divergent decisions — for example, if major stablecoin issuers such as USD Coin (“USDC”) and Tether were to support different forks — could disrupt payment rails, redemptions, or on-chain operations for certain transactions involving tokenized securities.

In extreme circumstances, Securitize may determine that migrating assets to an alternative fork is necessary to preserve the integrity of the control book or align with prevailing industry consensus. Such a migration, however, could involve significant operational complexity, reputational risk, and potential customer or counterparty claims arising from confusion or loss associated with the fork.

Although our contractual frameworks and smart contract controls are designed to preserve the integrity of the tokenized RWA record, blockchain forks may still cause temporary disruptions to network performance, reconciliation processes, or interoperability with third-party smart contracts and DeFi protocols. These issues could delay settlements, create discrepancies in system records, or affect customer confidence in our platform.

Securitize has previously navigated a blockchain fork — specifically, the Ethereum Proof-of-Work fork following the Ethereum network’s transition to Proof-of-Stake — without any adverse impact on tokenized securities or platform operations. Nevertheless, future forks could present different or more severe technical and reputational challenges, and we cannot guarantee that similar events would not adversely affect our business, financial condition, or results of operations.

We and our counterparties may be subject to risks associated with stablecoin depegging.

Certain of our operations or counterparties may hold, transact in, or otherwise have exposure to fiat-backed stablecoins, including USDC, Ripple USD, or similar instruments. While these assets are designed to maintain a 1:1 parity with the U.S. dollar, historical events have demonstrated that such pegs may fail, referred to as depegging, either temporarily or permanently, when a stablecoin’s price significantly diverges from its target value, due to market, liquidity, or operational stresses. For example, in March 2023, USDC, issued by Circle Internet Financial, traded as low as $0.88 after several of its reserve banking partners, including Silicon Valley Bank, entered receivership, before later regaining its peg following confirmation of full reserve access. Stablecoins may also appear to depeg on certain trading platforms even if the stablecoin does not depeg more generally. For example, the stablecoin USDe traded as low as $0.65 on the Binance digital asset trading platform in October 2025 due to a liquidity shortage on Binance, even though the price of USDe remained above $0.99 on other trading platforms and DeFi exchanges. In November 2025, the stablecoin deUSD depegged and has since that date traded at less than $0.01 after the fund in which the stablecoin’s reserves were invested announced significant losses. While we had held deUSD prior to its depeg, at the time of the depeg we held no exposure to the token (and still hold no exposure to the token) and have suffered no losses due to its depeg.

Such events illustrate the risk of loss, illiquidity, or volatility even for assets marketed as stable or cash-equivalent, and there can be no assurance that any stablecoin used or held by the Company or its customers will always maintain parity with its underlying reference asset or be fully investable or redeemable at face value when we are transacting with it.

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Risks Related to Our Platforms, Systems and Technology

Our products and services rely on software and systems that are highly technical and have been, and may in the future be, subject to interruption, instability, and other potential flaws due to software errors, design defects, and other processing, operational, and technological failures, whether internal or external.

We rely on technology, including the internet, mobile services, and other third-party services and technology to conduct much of our business activity and allow our customers to conduct financial transactions on our platforms. Our systems and operations, including our cloud-based operations and disaster recovery operations, as well as those of the third parties on which we rely to conduct certain key functions, are vulnerable to failures, outages, or other disruptions from natural disasters, power and service outages, interruptions or losses, unplanned or unsuccessful technology updates, computer and telecommunications failures, software bugs, cybersecurity attacks, computer viruses, malware, distributed denial of service attacks, spam attacks, phishing or other social engineering, ransomware, security breaches, credential stuffing, technological failure, human error, terrorism, improper operation, unauthorized entry, data loss, intentional bad actions, and other similar events, as well as disruptions or vulnerabilities in the underlying blockchain networks, oracles, or settlement rails on which our systems depend.

Our products and internal systems also rely on software that is highly technical and complex (including software developed or maintained internally and/or by third parties) in order to collect, store, retrieve, transmit, manage and otherwise process immense amounts of data. The software on which we rely might contain errors, bugs, vulnerabilities, design defects, or technical limitations that might compromise our ability to meet our objectives. Some such problems are inherently difficult to detect and some such problems might only be discovered after code has been released for external or internal use. Such problems might also lead to negative customer experiences (including the communication of inaccurate information to customers), compromised ability of our products to perform in a manner consistent with customer expectations, delayed product introductions, compromised ability to protect data and intellectual property, or an inability to provide some or all of our services.

While we have made, and continue to make, significant investments designed to correct software errors and design defects and to enhance the reliability and scalability of our platforms and operations, the risk of software and system failures and design defects is always present, we do not have fully redundant systems, and we might fail to maintain, expand, and upgrade our systems and infrastructure to meet future requirements and mitigate future risks on a timely basis. It might become increasingly difficult to maintain and improve the availability of our platforms, especially as our platforms and product offerings become more complex and our customer base grows. We might also encounter technical issues in connection with changes and upgrades to our use of blockchain technology. Any number of technical changes, software upgrades, soft or hard forks, cybersecurity incidents, or other changes to the underlying blockchain networks might occur from time to time, causing incompatibility, technical issues, disruptions or security weaknesses to our platforms. If we are unable to identify, troubleshoot, and resolve such issues successfully, our ability to issue, transfer, or redeem tokenized securities could be impaired, potentially resulting in delayed transactions, operational disruptions, or reputational harm.

We rely on third parties to perform some key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.

We rely on certain third-party computer systems or third-party service providers, including Amazon Web Services (on which we primarily rely to host and deliver our services to customers on our platforms), blockchain network providers, institutional-grade digital asset security infrastructure, internet service providers, payment services providers, market and third-party data providers, regulatory services providers, payment gateways that link us to the payment card and bank clearing networks to process transactions, and other third-party service providers. These providers are susceptible to processing, operational, technological and security vulnerabilities, including security breaches, which might impact our business, and our ability to monitor our third-party service providers’ data security is limited. In addition, these third-party service providers might rely on subcontractors to provide services to us that face similar risks. We may also incur significant costs for utilizing alternatives or taking other actions in preparation for, or in reaction to, events that damage, interrupt, or otherwise disrupt the third-party services we use. Any prolonged service degradation or disruption affecting our systems could result in damage to our reputation, loss of customers, loss of revenue, and liability for damages.

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We face a risk that our third-party service providers might be unable or unwilling to continue to provide these services to meet our current needs in an efficient, cost-effective manner or to expand their services to meet our needs in the future. Any failures by our third-party service providers that result in an interruption in service, unauthorized access, misuse, loss or destruction of data or other similar occurrences could interrupt our business, cause us to incur losses, result in decreased customer satisfaction and increased customer attrition, subject us to customer complaints, significant fines, litigation, disputes, claims, regulatory investigations or other inquiries and harm our reputation. Regulators might also hold us responsible for the failures of our providers.

We are incorporating AI technologies into some of our products and processes. These technologies may present business, compliance, and reputational risks.

We currently use machine learning and AI to improve our products and processes in certain circumstances, including for internal purposes, such as collecting and processing information, writing code, supporting software development, and producing research and marketing materials. Our research and development of such technology also remains ongoing. As with many new and emerging technologies, AI presents numerous risks and challenges that could adversely affect our business, and there can be no assurance that our usage of and investment in this technology will enhance our products or services or otherwise be beneficial to our business. If we fail to keep pace with rapidly evolving AI technological developments, especially in the financial technology sector, our competitive position and business results may suffer. At the same time, use of AI has recently become the source of significant media attention and political debate. The introduction and use of AI technologies, particularly generative AI, into new or existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, intellectual property risks, as well as other factors that could adversely affect our business, reputation, and financial results. For example, AI technologies can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could negatively impact our customers, harm our reputation and business, and expose us to liability. Laws, regulations or industry standards that develop in response to the use of AI may be burdensome or may restrict our ability to use, develop, or deploy AI, particularly generative AI technologies, in our products or processes, or our efforts to expand our business. For example, the EU’s AI Act, entered into force on August 1, 2024, governs the development, marketing and use of AI in the EU and could impose significant additional costs on us to comply or significant fines for failing to comply. In addition, if we do not have sufficient rights to use the data or intellectual property on which our AI technologies rely, or if such technologies are trained or reliant on inaccurate, incomplete, biased or otherwise poor quality data, we may incur liability through the violation of applicable laws or third-party privacy, intellectual property or other rights or the breach of contracts to which we are a party. We may also voluntarily comply with, or have it asserted that we must comply with, industry standards, codes of conduct or other actual or asserted obligations relating to AI technology. Any failure or perceived failure by us to comply with laws, regulations, industry standards, contractual requirements, or other actual or asserted obligations to which we are or may become subject in connection with our use of AI technology, may result in damage to our reputation, governmental investigations, civil litigation, and liability for damages.

We also use AI technologies from third parties, which may include open source software. If we are unable to maintain rights to use these AI technologies on commercially reasonable terms, we may be forced to acquire or develop alternate AI technologies, which may limit or delay our ability to provide competitive offerings and may increase our costs. These AI technologies also may incorporate data from third-party sources, which may expose us to risks associated with data rights and protection, in particular, if we do not have sufficient rights to use the data or intellectual property on which such AI technologies rely. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including with respect to intellectual property ownership and license rights, cybersecurity, and data protection laws, among others, and has not yet been fully addressed by courts or regulators. The use, development, or adoption of AI technologies into our products may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require us to pay compensation or license fees to third parties. The evolving legal, regulatory and compliance framework for AI technologies may also impact our ability to protect our own data and intellectual property against infringing use.

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Risks Related to Cybersecurity, Data Privacy and our Intellectual Property

Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our customers or third-party service providers.

Our systems and those of our customers and third-party service providers have been and might in the future be vulnerable to cybersecurity issues. We, like other financial technology organizations, routinely are subject to cybersecurity threats and our technologies, systems, and networks have been and might in the future be subject to attempted cybersecurity attacks and other means of perpetuating security breaches and incidents that threaten the confidentiality, integrity and availability of our computer systems and confidential information. These cybersecurity attacks and other means could include computer viruses, malicious or destructive code, phishing and other social engineering attacks, credential stuffing and other brute force attacks, ransomware, denial of service or information, and improper access by employees, contractors or third-party vendors or other security breaches that could result in the loss, unavailability, destruction or unauthorized release, access to, gathering, monitoring, use, or other processing of our or our customers’ data, our intellectual property, or confidential, proprietary, or sensitive business information, or otherwise materially disrupt our or our customers’ or other third parties’ network or systems access or use, or other business operations. Such issues are increasing in frequency and evolving in nature, including sophisticated nation-state and nation-state-supported actors engaging in attacks. The operation of our platforms involves the use, collection, storage, sharing, disclosure, transfer, and other processing of customer information, including personal data. Security breaches and other security incidents could expose us to a risk of loss or exposure of this information, which could result in potential liability, investigations, regulatory fines, penalties for violation of applicable laws or regulations, litigation, and remediation costs, as well as reputational harm. As the breadth and complexity of the technologies we use and the software and platforms we develop continue to grow, the potential risk of security breaches and cybersecurity attacks increases.

Cybersecurity attacks and other malicious internet-based activity continue to increase and financial technology platform providers have been and expect to continue to be targeted. The increasing sophistication and resources of cyber criminals and other non-state threat actors, including through the use of AI, and increased actions by nation-state actors make it difficult to keep up with new threats and could result in a breach of security. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our systems, confidential information or business. Additionally, there is an increased risk that we might experience cybersecurity-related incidents as a result of any of our employees, service providers, or other third-parties working remotely on less secure systems and environments. While we take significant efforts to protect our systems and data, including establishing internal processes and implementing technological measures designed to provide multiple layers of security, our safety and security measures might be insufficient to prevent damage to, or interruption or breach of, our information systems, data (including personal data), and operations. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and confidential information. Additionally, though we provide cybersecurity training for employees, we cannot guarantee that we will not be affected by further phishing attempts. Furthermore, given the nature of complex systems, software and services like ours, and the scanning tools that we deploy across our networks and products, we regularly identify and track security vulnerabilities. We are unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor.

Furthermore, to the extent the operation of our systems relies on our third-party service providers, through either a connection to, or an integration with, third parties’ systems, the risk of cybersecurity attacks and loss, corruption, or unauthorized access to or publication of our information or the confidential information and personal data of customers and employees might increase. Third-party risks might include insufficient security measures, data location uncertainty, and the possibility of data storage in inappropriate jurisdictions where laws or security measures might be inadequate. Our ability to monitor, and our resources to optimize integration with, third-party service providers’ data security practices are also limited. These third-party risks might be exacerbated as our resources are spread across multiple public cloud service providers. Although we generally have agreements relating to cybersecurity and data privacy in place with our third-party service providers, such agreements might not prevent the accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of, or modification of data (including personal data) and/or might not enable us to obtain adequate (or any) reimbursement from our third-party service

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providers in the event we should suffer any such incidents. Due to applicable laws and regulations or contractual obligations, we could be held responsible for any information security failure or cybersecurity attack attributed to our vendors as they relate to the information we share with them. A vulnerability in a third-party service provider’s software or systems, a failure of our third-party service providers’ safeguards, policies or procedures, or a breach of a third-party service provider’s software or systems could result in the compromise of the confidentiality, integrity, or availability of our systems or the data housed in our third-party solutions. Additionally, we could also be exposed to information security vulnerabilities or failures at third parties’ common suppliers or vendors (known as “fourth parties”) that could also impact the security of our data, and we may not be able to effectively directly monitor or mitigate such fourth-party risks, in particular as such risks relate to the use of common suppliers or vendors by the third parties that perform functions and services for us and our limited ability to assess the fourth parties’ operational controls.

A core aspect of our business is the reliability and security of our platforms. While we have not experienced a material incident to date, any unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of data, including personal data, or any cybersecurity breach or other security incident that we, our customers or our third-party or fourth-party service providers experience or the perception that one has occurred or might occur, could harm our reputation, reduce the demand for our products and services and disrupt normal business operations. In addition, it might require us to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs by deploying additional personnel and modifying or enhancing our protection technologies, investigating, remediating, or correcting the breach and any security vulnerabilities, defending against and resolving legal and regulatory claims, and preventing future security breaches and incidents, all of which could expose us to uninsured liability, increase our risk of regulatory scrutiny, expose us to legal liabilities, including litigation, regulatory enforcement, indemnity obligations, or damages for contract breach, divert resources and the attention of our management and key personnel away from our business operations, and cause us to incur significant costs, any of which could materially adversely affect our business, financial condition, and results of operations. Moreover, our efforts to improve security and protect data from compromise might identify previously undiscovered security breaches. There could be public announcements regarding any security incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could have an adverse effect on the trading price of PubCo Common Stock.

While we maintain cybersecurity insurance, our coverage may be insufficient to cover all liabilities resulting from a cybersecurity incident. We cannot be certain that our insurance coverage will be adequate to address the results of regulatory or civil investigations or any liabilities resulting from a cybersecurity incident, that adequate insurance will be available to us on economically reasonable terms, or that our insurer will cover all cybersecurity incident-related claims. The successful assertion of one or more significant claims against us or changes in our cybersecurity insurance coverage, premiums, or deductibles may adversely affect our reputation, business, financial condition or results of operations.

We are subject to stringent laws, rules, regulations, policies, industry standards and contractual obligations regarding data privacy and security and might become subject to additional related laws and regulations in jurisdictions into which we expand. Many of these laws and regulations are subject to change and reinterpretation and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or other harm to our business.

We collect, store, use, share, disclose, transmit, and otherwise process a large volume of personal and other non-public data, including from and about current, past, and prospective customers, as well as our employees and business contacts. We also depend on various third-party service providers in relation to the operation of our business, a number of which process such personal and other non-public data on our behalf. We are subject to a variety of federal, state, local, and non-U.S. laws, directives, rules, policies, industry standards and regulations, as well as contractual obligations, relating to privacy and the collection, protection, use, retention, security, disclosure, transfer and other processing of personal data and other data. In addition, our cybersecurity program may require further enhancements to meet public company standards.

Numerous U.S. states have enacted privacy laws that have gone or are going into effect, which create a patchwork of overlapping but different state laws. In addition, all 50 states have laws that require the provision of notification for security breaches of personal information to affected individuals, state officers or others. In the United States, at the federal level, we are also subject to various rules and regulations with respect to privacy, data protection and cybersecurity. The U.S. Congress also has considered, and may in the future consider, various proposals for privacy data protection, and cybersecurity legislation.

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Outside of the United States, certain foreign jurisdictions, including the EU and the United Kingdom, have adopted onerous laws and regulations relating to data protection and cybersecurity which may apply to our collection, use, transfer and other processing of personal information and impose significant security related obligations. Any violation of data or security laws, or other legal obligations could have an adverse effect on our business and result in substantial fines and penalties. Actual or perceived contraventions may also lead to civil claims, including representative actions and other class action type litigation, potentially amounting to significant compensation or damages, liabilities, as well as associated costs and reputational harm. These international laws, rules and regulations may apply not only to us, but also to our partners, vendors or other third-party service providers that store or otherwise process personal data on our behalf, such as information technology vendors, and any of the foregoing limitations could impact our ability to work with such partners, vendors or other third-party service providers in certain jurisdictions.

The regulatory framework for data privacy and security worldwide is evolving and, as a result, interpretation, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. New laws, amendments to or reinterpretations of existing laws, regulations, standards and other obligations might require us to incur additional costs and restrict our business operations, and might require us to change how we use, collect, store, transfer or otherwise process certain types of personal data, to implement new processes to comply with those laws and our customers’ exercise of their rights thereunder, and could greatly increase the cost of providing our offerings, require significant changes to our operations, or even prevent us from providing some offerings in jurisdictions in which we currently operate and in which we might operate in the future, or could cause us to incur potential liability in an effort to comply with certain legislation. There is a risk of enforcement actions in response to rules and regulations promulgated under the authority of federal agencies, state attorneys general and legislatures and consumer protection agencies. We may in the future be subject to investigations and examinations regarding, among other things, our cybersecurity practices. In addition, if we fail to follow these security standards, even if no customer information is compromised, we might incur significant fines or experience a significant increase in costs.

Additionally, we may be bound by contractual requirements applicable to our collection, use, storage, sharing, disclosure, transmission, and other processing of various types of data, including personal information, and may be bound or asserted to be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters. Furthermore, we make and have made statements, including in our online privacy policy and website, regarding our privacy, information security, and data security practices, which must accurately describe our privacy and cybersecurity practices and procedures.

Any failure or perceived failure by us or our third-party service providers to comply with our posted privacy policies, contractual obligations or with any applicable federal, state or similar foreign laws, rules, regulations, industry standards, policies, certifications or orders relating to data privacy and security, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal data or other customer data, could result in significant awards, fines, civil and/or criminal penalties or judgments, proceedings or litigation by governmental agencies or customers, including class action privacy litigation in certain jurisdictions and negative publicity and reputational harm, one or all of which could have an adverse effect on our reputation, business, financial condition and results of operations.

We must successfully maintain, upgrade and expand our information technology systems, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

As we expand, in order to remain competitive and to ensure compliance with IT and data privacy laws, we will need to significantly expand and improve our information technology systems and personnel to support historical and expected future growth. As such, we will continue to invest in and implement, significant modifications and upgrades to our information technology systems and procedures, including replacing legacy systems with successor systems, making changes to legacy systems or acquiring new systems with new functionality, hiring employees with information technology expertise and building new policies, procedures, training programs and monitoring tools. These types of activities subject us to inherent costs and risks associated with replacing and changing these systems, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, acquisition and retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. We currently expect to invest an additional $1.2 million on such modifications and updates to our information technology systems and procedures in 2026. These implementations, modifications and upgrades may not result in productivity improvements or improvements in compliance with IT

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and data privacy laws at a level that outweighs the costs of implementation, or at all. If our expansion efforts are not successful in ensuring compliance with IT and data privacy laws, or we face difficulties with implementing new technology systems, delays in our timeline for planned improvements or significant system failures, it may have a material adverse effect on our business, financial condition and results of operations.

Any failure to adequately obtain, maintain, protect, defend or enforce our intellectual property rights could adversely affect our business.

Our success and ability to compete depend in part upon our ability to obtain, maintain, protect, defend and enforce our intellectual property rights and technology. However, the steps we take to establish and protect our intellectual property rights might not be sufficient to effectively prevent third parties from infringing, misappropriating, diluting, or otherwise violating our intellectual property rights or to prevent unauthorized disclosure or unauthorized use of our trade secrets or other confidential information. We rely on a combination of trademark, trade secret and other intellectual property laws, as well as confidentiality procedures and contractual provisions to establish and protect our intellectual property and proprietary rights. Such means may only afford limited protection and may not prevent our competitors or other third parties from independently developing products, services and technology similar or duplicative of ours. These measures may also not prevent misappropriation, infringement, reverse engineering or other violation of our intellectual property rights, and we will not be able to protect our intellectual property rights, however, if we do not detect unauthorized use of our intellectual property rights. We also might fail to maintain or be unable to obtain adequate protections for some of our intellectual property rights in the United States and some non-U.S. countries, and our intellectual property rights might not receive the same degree of protection in non-U.S. countries as they would in the United States because of the differences in non-U.S. trademark, copyright, and other laws concerning intellectual property and proprietary rights. In addition, our success depends in large part on the strength of our brand, and if we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. While we have registered our material trademarks in many of our significant markets, we have not registered all of our trademarks in all of the jurisdictions in which we currently conduct or intend to conduct our business. In addition, our trademarks might also be opposed, contested, circumvented or found to be unenforceable, weak or invalid, and we might not be able to prevent third parties from infringing or otherwise violating them or using similar marks in a manner that causes confusion or dilutes the value or strength of our brand.

In addition to registered intellectual property rights, we rely on non-registered proprietary information and technology, such as trade secrets, confidential information and know-how. We attempt to protect our intellectual property, technology, and confidential information by requiring our employees, contractors, consultants, corporate collaborators, advisors and other third parties who develop intellectual property on our behalf to enter into agreements relating to confidentiality and invention assignments, and third parties we share information with to enter into nondisclosure and confidentiality agreements. However, certain international independent contractor relationships that involve development of intellectual property may not have express intellectual property assignment and/or work-for-hire provisions, and we might not have any such agreements in place with some of the parties who have developed intellectual property on our behalf and/or with some of the parties that have or might have had access to our confidential information, know-how, and trade secrets. Even where these agreements are in place, they might be insufficient or breached, or might not effectively prevent unauthorized access to or unauthorized use, disclosure, misappropriation, or reverse engineering of our confidential information, intellectual property, or technology. Moreover, any breaches of these agreements are difficult to detect and costly to enforce, and these agreements might not provide an adequate remedy for breaches or in the event of unauthorized use or disclosure of our confidential information or technology, or infringement of our intellectual property. If any of our trade secrets or other proprietary information or technology were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and our competitive position could be materially and adversely harmed.

The loss of trade secret protection could make it easier for third parties to compete with our products and services by copying functionality. Additionally, individuals not subject to invention assignment agreements might make adverse ownership claims to our current and future intellectual property, and, to the extent that our employees, independent contractors, or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes might arise as to the rights in related or resulting know-how and inventions.

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In addition, we might need to expend significant resources to apply for, maintain, enforce and monitor our intellectual property rights and such efforts might be ineffective and could result in substantial costs and diversion of resources. Monitoring for unauthorized use of intellectual property rights is difficult and costly, and any litigation brought to protect and enforce our intellectual property rights could be expensive, time-consuming, and may not be successful. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates, or narrows the scope of, our rights, in whole or in part. An adverse outcome in any such litigation or proceedings might expose us to a loss of our competitive position, significant liabilities, and damage to our brand, or require us to seek licenses that might not be available on commercially acceptable terms, if at all.

We have been, and might in the future be, subject to claims that we violated third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially and adversely affect our business, results of operations, and financial condition.

Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we might not be aware that our products, services, or marketing materials are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties might bring claims alleging such infringement, misappropriation or violation. As we face increasing competition and become increasingly high profile, the possibility of receiving a larger number of intellectual property claims against us grows. Some third-party intellectual property rights may be broad, and it may not be possible for us to conduct our operations in such a way as to avoid all alleged infringements, misappropriations, or other violations of such intellectual property rights. In addition, various “non-practicing entities,” and other intellectual property rights holders might in the future attempt to assert intellectual property claims against us or seek to monetize the intellectual property rights they own to extract value through licensing or other settlements.

Our use of third-party software and other intellectual property rights might be subject to claims of infringement or misappropriation. The vendors who provide us with technology that we incorporate in our product offerings also could become subject to various infringement claims.

From time to time, our competitors or other third parties might claim that we are infringing upon, misappropriating or otherwise violating their intellectual property rights. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition, results of operations, cash flows or prospects.

Any claims or litigation, even those without merit and regardless of the outcome, could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial costs or damages, obtain a license, which might not be available on commercially reasonable terms or at all, pay significant ongoing royalty payments, settlements or licensing fees, satisfy indemnification obligations, prevent us from offering our products or services or using certain technologies, force us to implement expensive and time-consuming work-arounds or re-designs, distract management from our business or impose other unfavorable terms, or suffer harm to our brand, any of which could adversely affect our business, financial condition, and results of operations. In addition, although in some cases a third party may have agreed to indemnify us for such infringement, misappropriation or other violation, such indemnifying party may refuse or be unable to uphold its contractual obligations, or such indemnification may not sufficiently cover the potential claims, which may be significant. In other cases, our insurance may not cover potential claims of this type adequately or at all.

We expect that the occurrence of infringement claims is likely to grow as the market for financial services grows and as we introduce new and updated products and services, and the outcome of any allegation is often uncertain.

Some of our products and services contain open source software, which could pose particular risks to our proprietary software, products, and services in a manner that could harm our business.

We use open source software in our products and services (as well as in some of our internally developed systems) and we anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, or to limit our ability to commercialize our products, and we might be subject to such terms.

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The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services. We could face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our proprietary software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until we can offer a different solution, which might be a costly and time-consuming process. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms can be ambiguous, vague, or subject to various interpretations, especially given the absence of controlling case law in the U.S. or other courts. Additionally, we may open source some of our own proprietary source code and/or may make contributions to open source software. There is a risk that our proprietary software or contributions may be used in such a manner that we may need to enforce our rights to ownership of such open source software, including seeking proper usage, compliance with our license terms, or through litigation. Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of license terms, or failure to enforce our ownership rights over the use of our proprietary source code could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours.

Risks Related to Our Financial Condition, Accounting and Tax Matters

Our insurance coverage might be inadequate or expensive.

We maintain insurance policies for litigation and various business risks, but such policies may not be adequate to compensate us for potential losses. We are subject to claims in the ordinary course of business. These claims can involve substantial amounts of money and involve significant defense costs. It is not possible to prevent or detect all activities giving rise to claims and the precautions we take might not be effective in all cases. We maintain voluntary and required insurance coverage, including, among others, general liability, property, director and officer, cyber and data breach, crime, and fidelity bond insurance. Our insurance coverage is expensive and maintaining or expanding our insurance coverage might have an adverse effect on our results of operations and financial condition.

Our insurance coverage is subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency, and might be insufficient to protect us against all losses and costs stemming from processing, operational, and technological failures. Furthermore, for certain lines of coverage, continued insurance coverage might not be available to us in the future on economically reasonable terms, or at all. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of material changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our business, financial condition, and results of operations.

Changes in U.S. and foreign tax laws and policies and challenges by tax authorities could adversely impact our tax liabilities.

We are, and may in the future become, subject to complex and evolving U.S. and foreign tax laws and regulations. Changes to any of these laws, or the addition of new laws, including changes to corporate income tax rates, the treatment of foreign earnings, or other income tax laws could have an adverse impact on our business, result of operations, financial condition and cash flows.

Our determination of our tax liability is subject to review by applicable tax authorities. The determination of our tax liabilities requires significant judgment and, in the ordinary course of business, there are transactions and calculations where the ultimate tax determination is complex and uncertain. Although we believe our determinations are reasonable, the ultimate amount of our tax obligations owed might differ from the amounts recorded in our financial statements in the event of a review by applicable tax authorities and any such difference could have an adverse effect on our results of operations. Tax authorities might also disagree with certain positions we have taken or might take in the future, which could subject us to additional tax liabilities.

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Our corporate structure and associated transfer pricing policies also contemplate future growth in international markets, and consider the functions, risks, and assets of various entities involved in intercompany transactions. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing intercompany transactions pursuant to our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions.

In addition, from time to time, proposals are introduced in the U.S. Congress and state legislatures, as well as by foreign governments, to impose new taxes on a broad range of financial transactions, including transactions that occur on our platforms. If enacted, such financial transaction taxes could increase the cost to customers of investing or trading on our platforms and reduce or adversely affect U.S. market conditions and liquidity, general levels of interest in investing, and the volume of trades and other transactions from which we derive transaction-based revenues. Any financial transaction tax implemented in any jurisdiction in which we operate could materially and adversely affect our business, financial condition, or results of operations.

We might be subject to “digital service taxes” or new allocations of tax as a result of increasing efforts by certain jurisdictions to tax cross border activities that might not have been subject to tax under existing international tax principles. Companies such as ours could be adversely impacted by such taxes.

Future developments regarding the treatment of tokenized securities and other digital assets for U.S. federal, state and foreign income tax purposes could adversely impact our business.

Due to the new and evolving nature of tokenized securities and other digital assets, there is an absence of law and judicial precedent on their treatment for U.S. federal, state, and foreign income tax purposes. We do not know with any certainty when or whether additional guidance will be provided. Changes to the tax law could lead to adverse tax consequences in the future.

In 2014, the IRS released a notice (the “IRS Notice”) discussing certain aspects of “convertible virtual currency” (that is, a digital asset that has an equivalent value in fiat currency or that acts as a substitute for fiat currency) for U.S. federal income tax purposes. The IRS stated that a digital asset (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset. In 2019, the IRS released a revenue ruling and a set of “Frequently Asked Questions” (the “Ruling & FAQs”) that provide some additional guidance, including guidance to the effect that, under certain circumstances, hard forks of digital assets are taxable events giving rise to ordinary income and guidance with respect to the determination of the tax basis of digital assets. However, the IRS Notice and the Ruling & FAQs do not address other significant aspects of the U.S. federal income tax treatment of tokenized securities and other digital assets. Furthermore, the IRS Notice states that no inference should be drawn with respect to virtual currencies not described therein.

Similar uncertainties exist in the foreign markets in which we operate, affecting our non-U.S. customer and end-user base. These uncertainties and potential adverse interpretations of tax law could affect our non-U.S. customers and the vitality of our products and services outside of the United States.

There can be no assurance that the IRS and other foreign tax authorities will not alter or clarify their positions with respect to digital assets generally and tokenized securities specifically in the future. It is also unclear what additional guidance may be issued in the future on the treatment of existing tokenized securities and digital asset transactions and future innovations for purposes of U.S. federal and state income tax or foreign income tax laws. Any such alteration of existing tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for both holders and issuers of digital assets and the value of digital assets more generally. Future technological and operational developments that may arise with respect to digital assets and tokenized securities may increase the uncertainty with respect to the treatment of digital assets for U.S. federal income and foreign tax purposes. The uncertainty regarding tax treatment of tokenized securities and other digital asset transactions impacts our customers and could negatively impact our business, both domestically and abroad.

Our ability to use our net operating losses to offset future taxable income could be subject to certain limitations.

As of December 31, 2024, we have U.S. federal and state and non-U.S. net operating loss carryforwards (“NOLs”) available to reduce future taxable income subject to certain limitations. Under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” (as defined by the Code) may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes, such as research tax credits, to offset future taxable

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income. If it is determined that we have in the past experienced an ownership change, or if we undergo one or more ownership changes as a result of the Business Combination or future transactions in our stock (many of which are outside of our control), then our ability to utilize NOLs and other pre-change tax attributes could be limited by Sections 382 and 383 of the Code, and similar state provisions. Furthermore, our ability to utilize NOLs of any companies that we acquire in the future may be subject to limitations. In addition, there may be periods during which the use of NOLs is suspended or otherwise limited.

Our tax information reporting obligations are subject to change.

Although we believe we are compliant with the tax reporting and withholding requirements with respect to our customers’ transactions in the jurisdictions in which we operate, various U.S., state or foreign tax authorities might significantly change applicable tax reporting requirements or disagree with the exact application of new or existing requirements. If the taxing authorities determine that we are not in compliance with our tax reporting or withholding requirements with respect to customer asset transactions, we may be exposed to additional withholding obligations, which could increase our compliance costs and result in penalties.

We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics could harm our reputation, adversely affect our stock price, and result in litigation.

We track certain operational metrics using internal company data, including metrics such as Product Assets Under Management, Assets Under Administration, and On-Chain Transactions. Our internal systems and tools are subject to a number of limitations and our methodologies for tracking these metrics have changed in the past and might change further over time, which could result in unexpected changes to our metrics or otherwise cause the comparability of such metrics from period to period to suffer, including the metrics we publicly disclose. In addition, if the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report might not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring how our platforms are used globally. You should not place undue reliance on such operational metrics when evaluating an investment in PubCo Common Stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Key Factors Affecting Our Operating Performance” for definitions of our key operational metrics.

If our operational metrics are not accurate representations of our business, or if investors do not perceive these metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation could be significantly harmed, the trading price of PubCo Common Stock could decline and we might be subject to stockholder litigation, which could be costly.

If we fail to implement and maintain effective internal control over financial reporting, as well as required disclosure controls and procedures, our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations could be impaired

The Sarbanes-Oxley Act of 2002 and related rules of the SEC require, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, the Company’s independent auditor identified material weaknesses in the design and operating effectiveness of our internal control over financial reporting which had led to material errors requiring restatements to our financial statements for the years ended December 31, 2024 and 2023. The restated financial statements for the year ended December 31, 2024 are included in this proxy statement/prospectus along with the financial statements for the year ended December 31, 2025.

The material errors in the Company’s 2024 consolidated financial statements relate to the recording of an impairment charge on goodwill, an accounts receivable write off, classification of common stock related to the Theorem acquisition and certain expenses.

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Material weaknesses in our internal control over financial reporting continued to exist as of December 31, 2025, and resulted in material errors in the Company’s December 31, 2025 financial statements related to the accounting for transactions in digital asset receivable that contain an embedded derivative, incremental compensation expense on secondary stock-based transactions, certain assumptions used in the Company’s valuation in accordance with Section 409A of the Internal Revenue Code resulting in material misstatements of the derivative liability, preferred shares option, and the simple arrangements for future equity, and the assessment of certain tokenization revenue contract terms under ASC 606.

These control deficiencies included our failure to: (i) design, implement, and maintain an effective entity-level control environment, including sufficient risk assessment and monitoring activities; (ii) implement adequate process-level controls over all business functions, including controls related to business combinations, account reconciliations and share-based compensation; (iii) design and maintain effective information technology general controls, including those related to access controls and journal entries; and (iv) maintain sufficient personnel with the requisite technical accounting expertise for timely and accurate financial reporting. The Company is working to remediate these material weaknesses, and is continuing to take steps to strengthen its internal control over financial reporting. These remediation activities may be costly and time consuming, and we can give no assurance that such efforts will remediate the material weaknesses or that additional weaknesses or deficiencies will not be identified in the future or that we will not have further restatements in the future.

Our current controls and any new controls that we develop could become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems and controls to accommodate such changes. We have limited experience with implementing the systems and controls that are necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of our internal control over financial reporting. Moreover, our business might be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that might arise. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations and could result in a restatement of our consolidated financial statements for prior periods.

Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that are required in our periodic reports filed with the SEC. Ineffective disclosure controls and procedures or internal control over financial reporting could harm our business, cause investors to lose confidence in the accuracy and completeness of our reported financial and other information, and result in us becoming subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, any of which would likely have a negative effect on the trading price of PubCo Common Stock and have a material and adverse effect on our business, results of operations, financial condition and prospects. In addition, if we are unable to continue to meet these requirements, we might not be able to remain listed on the Nasdaq.

Risks Related to CEPT and the Business Combination

The market price of shares of PubCo Common Stock after the Business Combination will be affected by factors different from those currently affecting the market price of CEPT Class A Ordinary Shares.

The market price of shares of PubCo Common Stock after the Business Combination will be influenced by various factors, distinct from those affecting the market price of CEPT Class A Ordinary Shares before the Business Combination. These include the financial performance of PubCo, economic conditions, market trends, the demand for digital assets, PubCo’s operating performance, investor psychology, relative governance rights and political and social factors.

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The market price of PubCo Common Stock may change significantly following the Business Combination. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. Public Shareholders may not be able to resell their shares of PubCo Common Stock at an attractive price due to a number of factors such as those listed in “Risks Related to the Business and Strategy of PubCo”, “Risks Related to Being a Public Company” and the following:

• results of operations that vary from the expectations of securities analysts and investors;

• results of operations that vary from those of PubCo’s competitors;

• changes in the demand for digital assets;

• changes in expectations as to PubCo’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

• declines in the market prices of stocks generally;

• strategic actions by PubCo or its competitors;

• announcements by PubCo or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

• any significant change in PubCo’s management;

• changes in general economic or market conditions or trends in PubCo’s industry or markets;

• changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to PubCo’s business;

• future sales by PubCo of PubCo Common Stock or other securities;

• investor perceptions of the investment opportunity associated with PubCo Common Stock relative to other investment alternatives;

• the public’s response to press releases or other public announcements by PubCo or third parties, including PubCo’s filings with the SEC;

• litigation involving PubCo, PubCo’s industry, or both, or investigations by regulators into the PubCo Board, PubCo’s operations or those of PubCo’s competitors;

• guidance, if any, that PubCo provides to the public, any changes in this guidance or PubCo’s failure to meet this guidance;

• the development and sustainability of an active trading market for PubCo Common Stock;

• actions by institutional or activist shareholders;

• changes in accounting standards, policies, guidelines, interpretations or principles; and

• other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of PubCo Common Stock, regardless of PubCo’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of PubCo Common Stock are low.

In the past, following periods of market volatility, shareholders have instituted securities class action litigation. If PubCo were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from PubCo’s business regardless of the outcome of such litigation.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include, among other things: approval of the CEPT Shareholder Approval Matters by CEPT Shareholders; absence of laws or orders prohibiting completion of the

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Business Combination; effectiveness of this proxy statement/prospectus; the shares of PubCo Common Stock having been approved for listing on NYSE or another national securities exchange; the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Business Combination Agreement); the performance in all material respects by the parties of their covenants and agreements related to the Business Combination; no occurrence of a material adverse effect on CEPT, PubCo or Securitize; and the funding (or deemed funding) of at least $100 million of the PIPE Investment by the PIPE Investors. These conditions to the Closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed.

In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after approval of the CEPT Shareholder Approval Matters, or PubCo, Securitize or CEPT may elect to terminate the Business Combination Agreement in certain other circumstances. For more information, see the section entitled “Questions and Answers About the Proposals — Q. What conditions must be satisfied or waived to complete the Business Combination?”

The Business Combination Agreement contains provisions that limit CEPT from seeking an alternative business combination. If the Business Combination is not completed, those restrictions may make it harder for CEPT to complete an alternative business combination before the end of the Combination Period.

While the Business Combination Agreement is in effect, CEPT may not solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any Acquisition Proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such Acquisition Proposal could be more favorable to CEPT Shareholders than the Business Combination. Further, if CEPT holds and concludes the Meeting but the approval of the CEPT Shareholder Approval Matters are not obtained, either CEPT or Securitize may terminate the Business Combination Agreement. If the Business Combination Agreement is terminated and the CEPT Board seeks another business combination, these provisions will make it more difficult for CEPT to complete an alternative business combination by the end of the Combination Period following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect. There can be no assurance that CEPT will be able to find another acquisition target that would consummate a business combination or that such other business combination will be completed prior to the end of the Combination Period. For more information, see the section entitled “The Business Combination — Termination and Effects of Termination.”

Neither CEPT nor the CEPT Shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Merger in the event that any of the representations and warranties in the Business Combination Agreement made by PubCo or Securitize or any other party thereto ultimately proves to be inaccurate or incorrect.

The representations and warranties made by PubCo, CEPT and Securitize to each other in the Business Combination Agreement will not survive the Closing. As a result, CEPT and the CEPT Shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Merger if any representation or warranty in the Business Combination Agreement made by PubCo, Securitize or Company Merger Sub proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, CEPT and the CEPT Shareholders would have no indemnification claim with respect thereto and its financial condition or results of operations of CEPT could be adversely affected.

The value of the CEPT Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of PubCo Common Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the CEPT management team to pursue and consummate the Business Combination which differs from the Public Shareholders.

The Sponsor currently owns 6,580,000 CEPT Ordinary Shares, including 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares, which it purchased for $5,825,000 in the aggregate, comprised of the $25,000 purchase price for the CEPT Founder Shares (or approximately $0.004 per share) and the $5,800,000 purchase price for the CEPT Private Placement Shares (or $10.00 per share). Assuming a trading price of $10.00 per share upon consummation of the Business Combination (and assuming no CEPT Founder Shares are required to be surrendered by the Sponsor at Closing due to redemptions and none of the Sponsor Earnout Shares are forfeited), the 6,000,000

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CEPT Founder Shares would have an aggregate implied value of $60,000,000 and the 580,000 CEPT Private Placement Shares would have an aggregate implied value of $5,800,000. Even if the trading price after Closing of shares of PubCo Common Stock were to be as low as approximately $0.89 per share, the value of the CEPT Founder Shares and CEPT Private Placement Shares would be equal to the Sponsor’s initial investment in CEPT of $5,825,000. As a result, the Sponsor is likely to be able to recoup its investment in CEPT and make a substantial profit on that investment even if the Public Shares lose significant value. Accordingly, the Sponsor, and CEPT’s directors and officers who have an economic interest in the Sponsor, may have an economic incentive that differs from that of the Public Shareholders to pursue and consummate an initial business combination, including the Business Combination, rather than to liquidate and to return all of the cash in the Trust Account to the Public Shareholders, even if that business combination were with a riskier or less-established target business. This may have influenced the CEPT management team’s motivation in identifying and selecting Securitize as CEPT’s acquisition target and seeking to consummate the Business Combination. For the foregoing reasons, Public Shareholders should consider the CEPT management team’s financial incentive to complete the Business Combination when evaluating whether to redeem their Public Shares in connection with the consummation of the Business Combination. See also “Since the Sponsor and CEPT’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with PubCo and Securitize is appropriate as CEPT’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEPT if the Business Combination is not completed or any other business combination is not completed.”

The “net cash” per Public Share not being redeemed will be less than the per share redemption price.

Each Public Share not being redeemed will represent a “net cash” per share contribution equal to its pro rata share of the Trust Account by that Public Shareholder to PubCo (which, as of March 31, 2026, was approximately $10.51 which is the approximate redemption amount per Public Share based on the Trust Account balance as of March 31, 2026, inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes). This represents a higher contribution of net cash per share to PubCo than (i) the PIPE Shares and the shares of PubCo Common Stock being issued to the Securitize Stockholders pursuant to the Securitize Merger, which are being issued at $10.00 per share, (ii) the $25,000 that was contributed by the Sponsor to CEPT in exchange for 6,000,000 CEPT Founder Shares (equal to approximately $0.004 per share), and (iii) the shares which may be issued to the Sponsor as repayment for the Sponsor Note, the Sponsor Loan and/or any other amounts owing from CEPT to the Sponsor at Closing (which, at Sponsor’s option, can be repaid in shares at a price of $10.00 per share). Accordingly, assuming that the “net cash” per Public Share being contributed to PubCo reflects the cash being contributed at Closing by CEPT to PubCo (i.e., the Trust Account balance net of redemptions, the amount funded by the PIPE Investors and any cash balances of CEPT outside of the Trust Account), the redemption price is expected to be greater than the net cash per share contributed by CEPT to PubCo.

Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing of the Business Combination as a result of the CEPT Class B Ordinary Shares held by the Sponsor, since the value of the CEPT Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of the shares of PubCo Common Stock in the Business Combination and the PIPE Investments.

The issuance of a significant number of shares of PubCo Common Stock in the Business Combination and in connection with the PIPE Investments will dilute the equity interests of Public Shareholders in PubCo following the Business Combination and may adversely affect prevailing market prices for shares of PubCo Common Stock. In addition, the Sponsor acquired the CEPT Founder Shares at a nominal price, also significantly contributing to this dilution.

Upon the completion of the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, and that the Sponsor Loan is repaid in cash, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.1%, 13.1%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

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Upon the completion of the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that 50% of Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, and that the Sponsor Loan is repaid in cash, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 7.5%, 14.1%, 4.1%, 0% and 74.3% of the issued and outstanding shares of PubCo Common Stock, respectively.

These ownership percentages assume a $10.00 share price and other assumptions set forth in the sections entitled “Summary of the Proxy Statement/Prospectus — Ownership of PubCo After the Transactions,” and “Questions and Answers About the Proposals — What equity stake will current Public Shareholders, the PIPE Investors, the Sponsor and the Securitize Stockholders hold in PubCo immediately after the completion of the Business Combination and the PIPE Investment?” in this proxy statement/prospectus. As such, Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing. For more information, see the section entitled “Summary of the Proxy Statement/Prospectus — Dilution.”

Additionally, future issuances of PubCo Common Stock, including pursuant to the Incentive Plan or the exercise of the Assumed Warrants, may significantly dilute the equity interests of Public Shareholders who do not redeem their Public Shares and may adversely affect prevailing market prices for PubCo Common Stock.

Further, PubCo may also, from time to time in the future, issue additional shares of PubCo Common Stock or securities convertible into PubCo Common Stock pursuant to a variety of transactions, including acquisitions or other capital markets transactions. Issuing additional shares of its capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of Public Shareholders, reduce the market price of PubCo Common Stock, or both. Preference shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit PubCo’s ability to pay dividends to the holders of PubCo Common Stock. PubCo’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of PubCo Common Stock upon the Closing, including Public Shareholders who do not redeem their Public Shares, will bear the risk that future offerings may reduce the market price of PubCo Common Stock and dilute their percentage ownership further.

It is possible that CEPT Class A Ordinary Shares or PubCo Common Stock could become subject to the “penny stock” rules of the SEC. Shares subject to the “penny stock” rules would require brokers to provide additional disclosures to investors. In addition, shares that are deemed to be “penny stock” may be subject to delisting from Nasdaq or another national securities exchange.

If CEPT or PubCo securities are delisted or otherwise fail to meet listing standards, the “penny stock” rules could apply and brokers trading in CEPT or PubCo securities would be required to adhere to more stringent rules, including but not limited to enhanced disclosure and sales requirements. The “penny stock” rules are burdensome and may have the effect of reducing purchases in offerings and reducing trading activity in the secondary market for the securities. If CEPT Class A Ordinary Shares or shares of PubCo Common Stock are subject to the “penny stock” rules, Public Shareholders and PubCo shareholders may find it more difficult to sell their shares and, therefore, may be required to hold some or all of their shares for an indefinite period of time. The price of such securities may be volatile, and there can be no assurance that shareholders will be able to dispose of their securities at favorable prices, or at all.

For more information relating to the risks of PubCo maintaining an exchange listing, see the risk factor entitled “— Risks Related to Ownership of PubCo Common Stock Following the Business Combination — Currently, there is no public market for the shares of PubCo Common Stock. Public Shareholders cannot be sure whether the shares of PubCo Common Stock will develop an active trading market or whether PubCo will be able to maintain the listing of PubCo Common Stock in the future even if PubCo is successful in listing PubCo Common Stock on NYSE or another national securities exchange, which could limit investors’ ability to make transactions in shares of PubCo Common Stock and subject PubCo to additional trading restrictions.”

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If Public Shareholders who wish to exercise their redemption rights in connection with the Business Combination fail to properly demand such redemption rights, they will not be entitled to redeem their Public Shares for a pro rata portion of the Trust Account and will instead become shareholders of PubCo.

In connection with the Business Combination, Public Shareholders may demand that CEPT redeem their Public Shares at the Closing in return for a pro rata portion of the funds available in the Trust Account, calculated as of two (2) business days prior to the Closing Date. Public Shareholders who seek to exercise this redemption right must deliver their Public Shares (either physically or electronically) to CST prior to the vote at the Meeting. Any Public Shareholder who fails to properly demand redemption rights will not be entitled to redeem their Public Shares and receive a pro rata portion of the funds available in the Trust Account and will instead exchange their Public Shares for shares of PubCo Common Stock and become shareholders of PubCo. See the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of CEPT Shareholders — Redemption Rights” for the procedures to be followed.

Public Shareholders will not have any rights or interests in funds from the Trust Account except under certain limited circumstances, which include in connection with the consummation of the Business Combination. Therefore, for a Public Shareholder to liquidate their investment in CEPT prior to such times, a Public Shareholder may be forced to sell their Public Shares in the open market, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) CEPT’s completion of the Business Combination or another business combination if the Business Combination is not consummated, and then only in connection with those Public Shares that Public Shareholders have properly elected to redeem, subject to the limitations described herein, (ii) the redemption of Public Shares if CEPT is unable to complete a business combination by the end of the Combination Period, subject to applicable law and as further described herein, or (iii) in connection with an extension of the Combination Period. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, for a Public Shareholder to liquidate their investment in CEPT prior to such times, a Public Shareholder may be forced to sell their Public Shares in the open market, potentially at a loss.

The ability of Public Shareholders to exercise redemption rights with respect to a large number of Public Shares may reduce proceeds available to PubCo after Closing, reduce the public “float” of shares of PubCo Common Stock after Closing, reduce the liquidity of the trading market for the shares of PubCo Common Stock after Closing, or make it difficult to obtain or maintain the quotation, listing or trading shares of PubCo Common Stock on NYSE or another national securities exchange, and consequently may not allow the parties to complete the Business Combination, or optimize PubCo’s capital structure following the Business Combination.

Public Shareholders may vote in favor of the Business Combination and still elect to redeem their shares. We do not know how many Public Shareholders may exercise their redemption rights in connection with the Business Combination. If a larger number of Public Shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to PubCo following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels and may increase the probability that the Business Combination will be unsuccessful.

In such event, if adequate third-party financing is unavailable or only available on unreasonable terms, PubCo may not be able to maintain the listing of its securities on NYSE or another national securities exchange for lack of liquidity and may not have sufficient cash and liquidity to finance its operations as currently contemplated following the Business Combination.

Since the Sponsor and CEPT’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with PubCo and Securitize is appropriate as CEPT’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEPT if the Business Combination or any other business combination is not completed.

When Public Shareholders consider the recommendation of the CEPT Board to vote in favor of each of the Proposals, including the Business Combination Proposal, they should consider that the Sponsor and CEPT’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may

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conflict with), the interests of Public Shareholders. The CEPT Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to CEPT Shareholders that they vote in favor of the Proposals presented at the Meeting, including the Business Combination Proposal. CEPT Shareholders should take these interests into account in deciding whether to approve the Proposals. These interests include, among other things, the following.

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provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value, and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing). In addition, CF&Co. is also a party to the Business Combination Marketing Agreement, pursuant to which CF&Co. will receive an $8.4 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing.

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For additional information, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination.”

The existence of personal and financial interests of one or more of CEPT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the commercial interests of CEPT and the Public Shareholders and what he or she may believe is best for himself, herself or themselves in determining to recommend that Public Shareholders vote for the Proposals. The personal and financial interests of the Sponsor and CEPT’s directors and officers may have influenced their motivation in identifying and selecting Securitize as an acquisition target and completing the Business Combination. The absence of a fairness opinion (or any similar report or appraisal) exacerbates the possibility that these risks may have impacted the terms of the Business Combination Agreement.

CEPT’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its affiliates, the independent directors of CEPT should separately review and consider the potential conflicts of interest with respect to the Sponsor and its affiliates arising out of the Business Combination and the proposed terms thereof. Accordingly, the CEPT Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), both the CEPT Audit Committee and the CEPT Board unanimously approved the Business Combination Agreement and the transactions contemplated therein.

Nonetheless, in considering the recommendations of the CEPT Board to vote for each of the Proposals, Public Shareholders should consider these interests. For additional information on the interests and relationships of the Sponsor and CEPT’s directors and officers in the Business Combination, see “The Business Combination Proposal — Interests

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of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination.” See also “The value of the CEPT Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of PubCo Common Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the CEPT management team to pursue and consummate the Business Combination which differs from that of the Public Shareholders.”

Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEPT Shareholders have no assurance from an independent source that the number of shares of PubCo Common Stock to be issued to the Sellers and CEPT Shareholders in the Business Combination is fair to CEPT — and, by extension, CEPT Shareholders — from a financial point of view.

In considering the Business Combination, neither the CEPT Board nor any committee thereof obtained a fairness opinion from an independent investment banking firm or another independent firm that commonly renders opinions opining that the terms of the Business Combination are fair to CEPT Shareholders from a financial point of view. In analyzing the Business Combination, the CEPT Board reviewed summaries of financial analyses prepared by CF&Co., CEPT’s financial advisor, and CEPT management. The CEPT Board also consulted with its financial and legal advisors and with CEPT management and considered a number of factors, uncertainties and risks, including, but not limited to, those discussed under “The Business Combination Proposal — CEPT Board’s Reasons for Approval of the Business Combination,” and concluded that the Business Combination was in the commercial interests of CEPT and the CEPT Shareholders. The CEPT Board believes that because of the professional experience and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to CEPT Shareholders and that the fair market value of the business or assets to be acquired in the Business Combination was at least 80% of the value of the Trust Account as of the day before execution of the Business Combination Agreement (excluding taxes payable on the income earned on the Trust Account). Accordingly, investors will be relying solely on the judgment of the CEPT Board in valuing Securitize, and the CEPT Board may not have properly valued such business. As a result, the terms may not be fair from a financial point of view to CEPT Shareholders. The lack of a fairness opinion (or any similar report or appraisal) may also lead to more Public Shareholders to vote against the Business Combination or demand redemption of their Public Shares, which could potentially impact CEPT’s ability to consummate the Business Combination. For information about the standards used by the CEPT Board in evaluating the Business Combination, see the section of this proxy statement/prospectus entitled “Background of the Business Combination.”

The parties to the Business Combination Agreement may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement.

The parties to the Business Combination Agreement may agree to waive, in whole or in part, some of the conditions to the obligations to consummate the Business Combination or certain of the other transactions contemplated by the Business Combination Agreement, to the extent permitted by the CEPT Memorandum and Articles, the PIPE Subscription Agreements and applicable law. For example, it is a condition to CEPT’s obligations to consummate the Business Combination that certain of PubCo’s and Securitize’s representations and warranties are true and correct in all respects as of the Closing, subject to the materiality exceptions set forth in the Business Combination Agreement. However, if the CEPT Board determines that it is in the best interests of CEPT to waive any such breach, then the CEPT Board may elect to waive that condition and consummate the Business Combination; provided that no party is able to waive the condition that CEPT Shareholders approve the Business Combination Proposal.

CEPT’s directors and officers will have discretion as to whether to agree to changes or waivers in the terms of the Business Combination Agreement, and their interests in exercising that discretion may conflict with those of the CEPT Shareholders.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require CEPT to agree to amend the Business Combination Agreement, to consent to certain actions taken by PubCo or Securitize or to waive or exercise rights that CEPT is entitled to under the Business Combination Agreement. Such events could arise because of a request by PubCo or Securitize to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on PubCo’s expected business strategy and would entitle CEPT to terminate the Business Combination Agreement. In any such circumstances, it would be at CEPT’s discretion, acting through the CEPT Board, to grant its consent or waive those rights.

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The existence of the financial and personal interests of one or more of the directors of CEPT described in the preceding risk factors (and as described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of one or more of the directors between such director’s potential beliefs in what is best for CEPT and such director’s potential beliefs in what is best for himself or herself in determining whether or not to take the requested action.

In the event that CEPT, PubCo, Securitize and the other parties to the Business Combination Agreement authorize an amendment to the Business Combination Agreement that does not require further approval by CEPT Shareholders, CEPT will inform CEPT Shareholders of such amendment by press release and other public communications. In the event that CEPT, PubCo, Securitize and the other parties to the Business Combination Agreement authorize an amendment to the Business Combination Agreement that requires further approval by CEPT Shareholders, to the extent this proxy statement/prospectus has been mailed to CEPT Shareholders, a proxy supplement or an amended proxy statement/prospectus would be delivered to CEPT Shareholders, and proxies would be re-solicited for approval of such amendment.

If CEPT is deemed to be an investment company under the Investment Company Act, CEPT may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult for CEPT to complete the Business Combination.

The SEC’s adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on specific facts and circumstances and CEPT can give no assurance that a claim will not be made that CEPT has been operating as an unregistered investment company.

If CEPT is deemed to be an investment company under the Investment Company Act, CEPT’s activities may be restricted, including (i) restrictions on the nature of its investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for CEPT to complete the Business Combination. In addition, CEPT may have to impose burdensome requirements, including: (i) registration as an investment company; (ii) adoption of a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless CEPT can qualify for an exclusion, CEPT must ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. CEPT is mindful of the SEC’s investment company definition and guidance and does not intend to complete an initial business combination with an investment company, or to acquire minority interests in other businesses or “investment securities” exceeding the permitted threshold.

To mitigate the risk that its business activities will subject CEPT to the Investment Company Act, CEPT’s proceeds held in the Trust Account have only been invested in U.S. Treasury obligations with a maturity of 185 days or less or in any open-end investment company that holds itself out as a money market fund selected by CEPT meeting certain conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invests only in direct U.S. Treasury obligations. The holding of the assets in the Trust Account in this form is intended to be temporary and for the sole purpose of facilitating the Business Combination or another business combination. To mitigate the risk that CEPT might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that CEPT holds investments in the Trust Account, CEPT may, at any time, instruct CST, as trustee of the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. CEPT’s cash if held in these accounts may exceed any applicable FDIC insurance limits. Should events, including limited

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liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold CEPT’s funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in the Trust Account could be impaired, which could have a material impact on CEPT’s operating results, liquidity, financial condition and prospects. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. CEPT cannot guarantee that the banks or other financial institutions that will hold CEPT’s funds will not experience similar issues in the future.

Pursuant to the Trust Agreement, CST is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund), CEPT intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The CEPT IPO was not intended for persons seeking a return on investments in government securities or investment securities. The Trust Account is intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of the Business Combination or another business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the CEPT Memorandum and Articles (x) in a manner that would affect the substance or timing of its obligation to redeem 100% of the Public Shares if CEPT does not complete the Business Combination or another business combination by the end of the Combination Period or (y) with respect to any other provision relating to the rights of Public Shareholders or pre-business combination activity; or (iii) absent the consummation of a business combination by the end of the Combination Period, return of the funds held in the Trust Account to Public Shareholders as part of CEPT’s redemption of the Public Shares.

CEPT is aware of litigation claiming that certain SPACs should be considered to be investment companies. Although CEPT believes that these claims are without merit, CEPT cannot guarantee that it will not be deemed to be an investment company and thus subject to the Investment Company Act. Notwithstanding CEPT’s investment activities or the mitigation measures included herein, CEPT could still be deemed to be or have been an investment company at any time since the IPO.

If CEPT were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which CEPT has not allotted funds and may hinder its ability to complete the Business Combination or may result in its liquidation. If CEPT is unable to complete the Business Combination or any other business combination, Public Shareholders may only receive approximately $10.51 per share on the liquidation of the Trust Account (which is the approximate amount per Public Share based on the Trust Account balance as of March 31, 2026, inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes), and Public Shareholders would also lose the possibility of an investment opportunity in PubCo or another potential business combination.

CEPT has engaged CF&Co., who is an affiliate of the Sponsor, to act as its financial advisor in connection with the Business Combination, and CEPT and PubCo have engaged CF&Co. as a co-placement agent in connection with the PIPE Investment. CEPT also previously engaged CF&Co. in connection with the CEPT IPO pursuant to the Business Combination Marketing Agreement. The Sponsor may therefore have additional financial interests in the completion of the Business Combination.

CEPT has engaged CF&Co., who is an affiliate of the Sponsor, to act as its financial advisor in connection with the Business Combination pursuant to the M&A Engagement Letter and also previously engaged CF&Co. pursuant to the Business Combination Marketing Agreement in connection with the CEPT IPO. Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value, and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing). CF&Co. is entitled to an $8.4 million fee at Closing pursuant to the Business Combination Marketing Agreement. CEPT and PubCo have engaged CF&Co. as a co-placement agent in connection with the PIPE Investment pursuant to the PIPE Engagement Letter. Pursuant to the PIPE Engagement Letter, each of CEPT and PubCo has agreed to pay CF&Co. a customary placement agent fee in an amount that constitutes a market standard placement agent fee for comparable transactions, and which payment is only made upon completion of the PIPE Investments, which requires completion of the Business Combination. Specifically, CF&Co. will receive a cash fee at the Closing equal to approximately

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$4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements). For more information, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Compensation Received by the Sponsor.”

Therefore, the Sponsor may have additional financial interests in the completion of the Business Combination. These financial interests tied to the consummation of the Business Combination may have given rise to potential or actual conflicts of interest and may have influenced the advice that CF&Co. provided to CEPT as its financial advisor, which advice could contribute to CEPT’s decision in connection with the sourcing and consummation of an initial business combination.

Members of CEPT’s management team and the CEPT Board have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons, as well as CEPT’s affiliates, have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert CEPT management’s attention, and may have an adverse effect on CEPT, which may impede CEPT’s ability to consummate the Business Combination.

During the course of their careers, members of CEPT’s management team and the CEPT Board have had significant experience as founders, board members, officers, executives or employees of other companies. As a result of their involvement and positions in these companies, certain of those persons, as well as certain of CEPT’s affiliates, have been, may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Individual members of CEPT’s management team and the CEPT Board also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability. For example, the directors of CFAC II, a SPAC sponsored by an affiliate of Cantor, (i) were named as defendants in a class action filed in the Northern District of California alleging violation of federal securities laws in connection with disclosures related to the March 2021 business combination between CFAC II and View, Inc. (“View”), which case was settled in November 2025, and (ii) were named as defendants in a class action filed in the Delaware Court of Chancery alleging breach of fiduciary duty in connection with the business combination between CFAC II and View which was settled and dismissed by the court in December 2024. Further, in December 2024, Cantor, without admitting or denying the underlying allegations, settled with payment of a $6.75 million penalty a matter with the SEC whereby the SEC alleged that the initial public offering and business combination registration statements and proxy statements of each of CFAC II and CFAC V, a SPAC sponsored by an affiliate of Cantor, contained misstatements regarding whether the respective SPACs had engaged in “substantive discussions” with potential targets prior to the date of their respective initial public offerings, which statements the SEC staff alleged Cantor caused the issuers to make. Any liability from such proceedings may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of CEPT’s management team and the CEPT Board away from the Business Combination and may negatively affect CEPT’s reputation.

Changes in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations, may adversely affect CEPT’s business, including CEPT’s ability to complete the Business Combination.

CEPT is subject to laws and regulations enacted by national, regional and local governments. These governing bodies may seek to change laws and regulations, as well as adopt new policies, including tariffs and other economic policies, that could negatively impact CEPT or PubCo. CEPT is also required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on CEPT’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on CEPT’s business.

On January 24, 2024, the SEC adopted the 2024 SPAC Rules which became effective on July 1, 2024, requiring, among other items, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC business combination transactions; (iii) additional disclosures relating to dilution and

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to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (v) the requirement that both the SPAC and its acquisition target be co-registrants for business combination registration statements.

In addition, the SEC’s adopting release provided the SPAC Guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the 2024 SPAC Rules and the SPAC Guidance may increase the costs of, and the time needed to complete, the Business Combination.

If the Business Combination is not approved and CEPT does not consummate another initial business combination by the end of the Combination Period, then the Sponsor’s CEPT Ordinary Shares will become worthless and the expenses it has incurred will not be reimbursed. These interests may have influenced the CEPT Board’s decision to approve the Business Combination.

The Sponsor beneficially owns the CEPT Founder Shares and CEPT Private Placement Shares that it purchased for an aggregate of $5,825,000 prior to, or simultaneously with, the CEPT IPO, and the Sponsor has no redemption rights with respect to these CEPT Ordinary Shares. Additionally, CEPT has issued the Sponsor Loan for up to $1,750,000 in borrowings, of which approximately $605,000 was outstanding as of March 31, 2026, and may borrow up to an additional $3,600,000 from Sponsor under the Sponsor Note in connection with certain loans the Sponsor will make to CEPT in connection with a Redemption Event. If the Business Combination with PubCo or another business combination is not completed by the end of the Combination Period, these securities will be worthless, and CEPT would be unlikely to be able to repay any such borrowings. Certain directors and executive officers of CEPT have an indirect economic interests in the Sponsor and accordingly, they may have an incentive to pursue and consummate an initial business combination, even if that business combination were with an acquisition target or on terms less favorable to Public Shareholders than liquidation. See also “The value of the CEPT Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of PubCo Common Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the CEPT management team to pursue and consummate the Business Combination which differs from that of the Public Shareholders.”

In addition, CEPT’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on CEPT’s behalf, such as identifying and investigating possible acquisition targets and business combinations. These expenses will be repaid upon completion of the Business Combination with PubCo. However, if CEPT fails to consummate the Business Combination or another initial business combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, CEPT may not be able to repay or reimburse these amounts if the Business Combination is not completed. As of March 31, 2026, no such amounts had been incurred by any of CEPT’s officers, directors or their affiliates.

These financial interests may have influenced the decision of CEPT’s directors to approve the Business Combination with PubCo and to continue to pursue such Business Combination. In considering the recommendations of the CEPT Board to vote for each of the Proposals, CEPT Shareholders should consider these interests.

If third parties bring claims against CEPT, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders could be less than $10.51 per share (based on the Trust Account balance as of March 31, 2026 of approximately $248.8 million, inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes).

CEPT’s placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although CEPT will seek to have all vendors, service providers, prospective acquisition targets and other entities with which CEPT does business execute agreements waiving any right, title, interest or claim of any kind in or to

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any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against CEPT’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, CEPT’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to CEPT than any alternative. WithumSmith+Brown, PC (“Withum”), CEPT’s independent registered public accounting firm and the underwriters in the CEPT IPO have not executed and will not execute an agreement with CEPT waiving such claims to the monies held in the Trust Account.

Examples of possible instances where CEPT may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by CEPT’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where CEPT’s management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CEPT and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if CEPT is unable to complete the Business Combination or another business combination by the end of the Combination Period, or upon the exercise of a redemption right in connection with the Business Combination or another business combination, CEPT will be required to provide for payment of claims of creditors that were not waived that may be brought against CEPT within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the estimated $10.51 redemption price as of March 31, 2026, due to claims of such creditors.

Pursuant to the Insider Letter, the Sponsor has agreed that it will be liable to CEPT if and to the extent any claims by a third party (other than CEPT’s independent registered public accounting firm and the underwriters in the CEPT IPO) for services rendered or products sold to CEPT, or a prospective acquisition target with which CEPT has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the redemption amount to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the assets in the Trust Account, less interest released to pay taxes, and (B) $0.15 per redeemed Public Share pursuant to the Sponsor Note, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEPT’s indemnity of its underwriters in connection with the IPO against certain liabilities, including liabilities under the Securities Act. However, CEPT has not asked the Sponsor to reserve for such indemnification obligations, nor has CEPT independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are CEPT Ordinary Shares. Therefore, CEPT cannot assure Public Shareholders that the Sponsor would be able to satisfy those obligations. None of CEPT’s officers or directors will indemnify CEPT for claims by third parties including, without limitation, claims by vendors and prospective acquisition targets.

Additionally, if CEPT is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if CEPT otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Public Shareholders. To the extent any bankruptcy claims deplete the Trust Account, CEPT may not be able to return to its Public Shareholders $10.51 per share (which is the approximate amount per Public Share based on the Trust Account balance as of March 31, 2026, inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes).

CEPT Shareholders may be held liable for claims by third parties against CEPT to the extent of distributions received by them.

If CEPT is unable to complete the Business Combination with Securitize or another business combination by the end of the Combination Period, CEPT will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter, redeem 100% of the issued and

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outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to CEPT to pay its taxes, divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of CEPT’s remaining shareholders and the CEPT Board, dissolve and liquidate, in each case subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. CEPT cannot assure Public Shareholders that it will properly assess all claims that may be brought against CEPT.

If CEPT is forced to enter into an insolvent liquidation, any distributions received by CEPT Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, CEPT’s liabilities exceeded its assets, or it was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by CEPT Shareholders. Furthermore, CEPT’s directors may be viewed as having breached their fiduciary duties to CEPT or CEPT’s creditors and/or may have acted in bad faith, thereby exposing themselves and CEPT to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against CEPT for these reasons. CEPT and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the Trust Account while CEPT was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

CEPT’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the assets in the Trust Account, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, CEPT’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While CEPT currently expects that its independent directors would take legal action on CEPT’s behalf against the Sponsor to enforce its indemnification obligations to CEPT, it is possible that CEPT’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If CEPT’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account and the amount funded pursuant to the Sponsor Note available for distribution to the Public Shareholders may be reduced below $10.51 per share (which is the approximate amount per Public Share based on the Trust Account balance as of March 31, 2026, inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes).

The CEPT Merger may result in adverse tax consequences for Public Shareholders.

U.S. Holders (as defined in the section entitled “Material U.S. Tax Considerations” below) may be subject to U.S. federal income tax as a result of the CEPT Merger. As discussed more fully under “Material U.S. Tax Considerations — U.S. Holders — Tax Consequences of the CEPT Merger to U.S. Holders,” the CEPT Merger should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming the CEPT Merger so qualifies, U.S. Holders will be subject to Section 367(b) of the Code and, as a result:

• a U.S. Holder who, on the date of the CEPT Merger, beneficially owns (actually or constructively) Public Shares with a fair market value less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the CEPT Merger, and generally should not be required to include any part of the all earnings and profits amount in income;

• a U.S. Holder who, on the date of the CEPT Merger, beneficially owns (directly, indirectly or constructively) Public Shares with a fair market value of $50,000 or more but is not a 10% U.S. Shareholder (as defined in “Material U.S. Tax Considerations — U.S. Holders — Tax Consequences

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of the CEPT Merger to U.S. Holders,”) will recognize gain (but not loss) with respect to the shares of PubCo Common Stock received in the CEPT Merger in an amount equal to the excess of the fair market value of the shares of PubCo Common Stock received over the U.S. Holder’s adjusted tax basis in the Public Shares deemed surrendered in the CEPT Merger unless such U.S. Holder elects to recognize the “all earnings and profits” amount attributable to its Public Shares; and

• a 10% U.S. Shareholder will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to its Public Shares.

Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code may require taxable gain recognition by a U.S. Holder with respect to its exchange of Public Shares for shares of PubCo Common Stock in the CEPT Merger to the extent their Public Shares have a fair market value in excess of their tax basis if (i) CEPT were classified as a passive foreign investment company (“PFIC”) at any time during such U.S. Holder’s holding period in such Public Shares and (ii) the U.S. Holder had not timely made (a) a QEF Election (as defined “Material U.S. Tax Considerations — U.S. Holders — PFIC Considerations”) for the first taxable year in which the U.S. Holder owned such Public Shares or in which CEPT was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) an “mark-to-market” election with respect to such Public Shares. CEPT believes that it would likely be considered a PFIC for its current (and its prior) taxable years and as a result, if the proposed Treasury Regulations were finalized in their current form, a U.S. Holder of Public Shares could recognize gain with respect to the CEPT Merger unless such U.S. Holder has made one of the elections described above. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge could apply. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

CEPT may not have sufficient funds to satisfy indemnification claims of its directors and officers.

CEPT has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, its officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by CEPT only if (i) CEPT has sufficient funds outside of the Trust Account or (ii) CEPT consummates the Business Combination or another business combination. CEPT’s obligation to indemnify its officers and directors may discourage CEPT Shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against its officers and directors, even though such an action, if successful, might otherwise benefit CEPT and the CEPT Shareholders. Furthermore, a CEPT Shareholder’s investment may be adversely affected to the extent CEPT pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

Following the Business Combination, PubCo’s business activities may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain business activities are subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or such approval or clearance are subject to conditions that are not acceptable to us, we may not be able to engage in such activities.

Among other things, the offering of certain financial products may be subject to state, federal or foreign laws or regulations. U.S. or foreign laws or regulations may also affect our ability to acquire interests in other businesses. In the United States, certain mergers that may affect competition may require filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

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The Sponsor and CEPT’s directors and officers have entered into letter agreements with CEPT, and the Sponsor has entered into the Sponsor Support Agreement with CEPT and PubCo, in each case, which requires them to vote in favor of the Business Combination, regardless of how the Public Shareholders vote.

The Sponsor and CEPT’s directors and officers have entered into letter agreements with CEPT, including the Insider Letter, and the Sponsor has entered into the Sponsor Support Agreement with CEPT and PubCo, pursuant to which, among other things, they have agreed to vote all of their CEPT Ordinary Shares in favor of any proposed business combination, except that any Public Shares that they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns approximately 21.5% of the issued and outstanding CEPT Ordinary Shares.

As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposals that require approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

Accordingly, the agreement by the Sponsor to vote its CEPT Ordinary Shares in favor of the Business Combination increases the likelihood that CEPT will receive the requisite CEPT Shareholder approval for the Business Combination.

Because CEPT is seeking to obtain shareholder approval of the Business Combination, the Sponsor and CEPT’s directors and officers and their respective affiliates may elect to purchase Public Shares from Public Shareholders, subject to Rule 14e-5 under the Exchange Act, which may influence the vote on the Business Combination and reduce the public “float” of CEPT Class A Ordinary Shares.

CEPT is seeking to obtain shareholder approval of the Business Combination. Subject to compliance with applicable securities laws, including Rule 14e-5 under the Exchange Act, the Sponsor, CEPT’s directors and officers and their affiliates may purchase Public Shares in privately negotiated transactions or in the open market prior to the record date of the Meeting, although they are under no obligation or duty to do so.

Any such purchases shall be effected at a price per share no higher than the amount per share a Public Shareholder would receive if it elected to have its Public Shares redeemed in connection with the Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of Public Shares is no longer the beneficial owner thereof and

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therefore agrees not to exercise its redemption rights. In the event that the Sponsor, CEPT’s directors and officers or any of their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule 10b-18 under the Exchange Act would apply to such purchases, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Any such purchases, together with the CEPT Ordinary Shares currently owned by the Sponsor, could influence the vote on the Business Combination or otherwise result in the completion of the Business Combination that may not otherwise have been possible.

Additionally, at any time at or prior to the consummation of the Business Combination, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, CEPT’s directors and officers and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares or not to elect to have their Public Shares redeemed. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions.

If such purchases are made, the public “float” of CEPT Class A Ordinary Shares may be reduced and the number of beneficial holders of CEPT Class A Ordinary Shares may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of Public Shares on Nasdaq or another securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally, in the event the Sponsor, CEPT’s directors and officers or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act to the extent such rule is applicable including, in pertinent part, through adherence to the following:

• CEPT would disclose in this proxy statement/prospectus the possibility that the Sponsor, CEPT’s directors and officers or their affiliates may purchase Public Shares from Public Shareholders outside the redemption process, along with the purpose of such purchases;

• if the Sponsor, CEPT’s directors and officers or their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the price offered through the redemption process;

• CEPT would include in this proxy statement/prospectus a representation that any of the Public Shares purchased by the Sponsor, CEPT’s directors and officers or their affiliates would not be voted in favor of approving the Business Combination;

• the Sponsor, CEPT’s directors and officers or their affiliates would either not possess any redemption rights with respect to such Public Shares or they would waive such rights; and

• CEPT would disclose in a Form 8-K filed prior to the Meeting, the following items, to the extent material:

• the amount of Public Shares purchased outside of the redemption offer by the Sponsor, CEPT’s directors and officers or their affiliates, along with the average purchase price;

• the purpose of the purchases by the Sponsor, CEPT’s directors and officers or their affiliates;

• the impact, if any, of the purchases by the Sponsor, CEPT’s directors and officers or their affiliates on the likelihood that the Business Combination will be approved at the Meeting;

• the identities of the CEPT Shareholders who sold Public Shares to the Sponsor, CEPT’s directors and officers or their affiliates (if not purchased in the open market) or the nature of the CEPT Shareholders (e.g., 5% shareholders) who sold Public Shares to the Sponsor, CEPT’s directors and officers or their affiliates; and

• the number of Public Shares for which CEPT has received redemption requests pursuant to its redemption offer as of a date shortly prior to the filing date of the Form 8-K.

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CEPT, Securitize and PubCo incur significant transaction costs in connection with the Business Combination.

Each of the parties to the Business Combination Agreement has incurred and expects that it will incur significant, non-recurring costs in connection with the consummation of the Business Combination. PubCo may also incur additional costs to retain key employees. CEPT, Securitize and PubCo will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. CEPT, Securitize and PubCo estimate that they will incur approximately $51.4 million in aggregate transaction costs. As preliminary estimates, CEPT expects to incur approximately $30.4 million in transaction costs (assuming that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination); and PubCo expects to incur approximately $21.1 million of estimated transaction costs for placement agent, legal, accounting, and advisory fees incurred as part of the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed.

Securities of companies formed through mergers with SPACs such as PubCo may experience a material decline in price relative to the share price of the SPACs prior to such merger.

CEPT issued CEPT Class A Ordinary Shares for $10.00 per share upon the closing of the CEPT IPO. As with other SPACs, each Public Share issued in the CEPT IPO carries a right to redeem such share for a pro rata portion of the proceeds held in the Trust Account prior to the Closing. As of March 31, 2026, the redemption price per Public Share was approximately $10.51, which is the approximate redemption amount per Public Share based on the Trust Account balance as of March 31, 2026, inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes. Following the Closing, the shares of PubCo Common Stock outstanding will no longer have any such redemption right and may be dependent upon the fundamental value of PubCo, as well as other relevant factors such as market conditions and trading multiples, and the performance of securities of other companies formed through mergers with SPACs in recent years, and may be significantly less than $10.00 per share.

In recent years, securities of companies formed through mergers with SPACs have experienced a material decline in price relative to the share price of the SPACs prior to such merger due to a combination of factors. Market-wide factors that have contributed may include macro-economic conditions, inflationary pressures, interest rate volatility, reduced investor risk appetite and broader equity market declines. There may also be factors particular to companies formed through mergers with SPACs, such as significant redemptions by SPAC public stockholders, dilution resulting from founder shares and PIPE investments and other transaction-related securities, and heightened regulatory and litigation scrutiny applicable to de-SPAC companies. See “— Risks Related to CEPT and the Business Combination.” Historical trends have shown that the securities of such companies have been subject to extreme market fluctuations that may be unrelated to a company’s operational performance, contributing further to the decline in stock value. This may be due to the fact that, among other things, (i) SPAC transactions can attract speculative investors, and stock price movements may be influenced by shifting market sentiment, speculation in the press or investment community, reliance on speculative projections or the actions of institutional and retail investors, rather than the underlying fundamentals of the combined company, (ii) SPACs have the potential for significant redemptions (resulting in less cash being available to the post-combination company), (iii) SPACs are subject to dilution resulting from founder shares and other transaction-related securities, and (iv) going public by way of SPAC may result in less extensive vetting of an operating company’s information when compared to the diligence performed by underwriters in traditional initial public offerings. Further, unlike an underwritten initial public offering of PubCo’s securities, the listing of PubCo’s securities as a result of the Business Combination will not benefit from the following: (1) the book-building process undertaken by underwriters, which helps to inform efficient price discovery with respect to opening trades of newly listed securities, or (2) underwriter support to help stabilize, maintain, or affect the public price of the securities immediately after listing. These risks could contribute to the loss of all or part of your investment in PubCo.

Volatility in the price of PubCo Common Stock could subject PubCo to securities class action litigation.

The market price of shares of PubCo Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. PubCo may be the target of this type of litigation and investigations. Securities litigation against PubCo could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm PubCo’s business.

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Currently, there is no public market for the shares of PubCo Common Stock. Public Shareholders cannot be sure about whether the shares of PubCo Common Stock will develop an active trading market or whether PubCo is able to maintain the listing of PubCo Common Stock in the future even if PubCo is successful in listing PubCo Common Stock on NYSE or another national securities exchange, which could limit investors’ ability to make transactions in shares of PubCo Common Stock and subject PubCo to additional trading restrictions.

As part of the Business Combination, each outstanding CEPT Class A Ordinary Share (including the CEPT Class A Ordinary Shares issued upon conversion of the outstanding CEPT Class B Ordinary Shares (other than the Surrendered CEPT Shares)) will be converted automatically into one share of PubCo Common Stock. PubCo is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses or its operations publicly available. CEPT, Securitize and PubCo have agreed to cause the shares of PubCo Common Stock to be issued in the Business Combination to be approved for listing on NYSE or another national securities exchange, prior to the effective time of the Business Combination. CEPT cannot assure Public Shareholders that PubCo will be able to meet the initial listing requirements. However, PubCo may be unsuccessful in listing PubCo Common Stock on NYSE or any other national securities exchange, and even if successful, PubCo may be unable to maintain the listing of PubCo Common Stock in the future. A successful listing also does not ensure that a market for the shares of PubCo Common Stock will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the shares of PubCo Common Stock following the Closing and the shares of PubCo Common Stock may trade at a price less than the current market price of the CEPT Class A Ordinary Shares.

If PubCo fails to meet the initial listing requirements and NYSE or another national securities exchange does not list its shares of PubCo Common Stock on its exchange, none of the parties to the Business Combination Agreement would be required to consummate the Business Combination. In the event that all such parties elected to waive this condition, and the Business Combination were consummated without shares of PubCo Common Stock being listed on NYSE or on another national securities exchange, PubCo could face significant material adverse consequences, including:

• a limited availability of market quotations for shares of PubCo Common Stock;

• reduced liquidity for shares of PubCo Common Stock;

• to the extent that PubCo does not qualify for any of the other penny stock exemptions from under the applicable provisions of Rule 3a51-1 under the Exchange Act, a determination that shares of PubCo Common Stock are “penny stocks” which will require brokers trading in shares of PubCo Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for shares of PubCo Common Stock;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If shares of PubCo Common Stock are not listed on NYSE or another national securities exchange, such shares would not qualify as covered securities and PubCo would be subject to regulation in each state in which PubCo offers its shares of PubCo Common Stock because states are not preempted from regulating the sale of securities that are not covered securities.

Even if PubCo is successful in listing PubCo Common Stock and developing a public market, there may not be enough liquidity in such market to enable PubCo shareholders to sell their shares of PubCo Common Stock. If a public market for the shares of PubCo Common Stock does not develop, investors may not be able to re-sell their shares of PubCo Common Stock, rendering their shares illiquid and possibly resulting in a complete loss of their investment. PubCo cannot predict the extent to which investor interest in PubCo will lead to the development of an active, liquid trading market. The trading price of and demand for the shares of PubCo Common Stock following completion of the Business Combination and the development and continued existence of a market and favorable price for the shares of PubCo Common Stock will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of PubCo, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid

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market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for shares of PubCo Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the shares of PubCo Common Stock. Many of these factors and conditions are beyond the control of PubCo or shareholders of PubCo.

Reports published by analysts, including projections in those reports that differ from PubCo’s actual results, could adversely affect the price and trading volume of PubCo Common Stock.

PubCo’s management currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results PubCo actually achieves. PubCo’s share price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on PubCo downgrades its stock or publishes inaccurate or unfavorable research about its business, its share price could decline. If one or more of these analysts ceases coverage of PubCo or fails to publish reports on it regularly, its share price or trading volume could decline. While PubCo’s management expects research analyst coverage, if no analysts commence coverage of PubCo, the trading price and volume for PubCo Common Stock could be adversely affected.

PubCo is not expected to pay cash dividends in the foreseeable future.

PubCo does not anticipate paying cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the PubCo Board and will depend on, among other things, applicable law, regulations, restrictions, PubCo’s and Securitize’s respective results of operations, financial condition, cash requirements, contractual restrictions, the future projects and plans of PubCo and Securitize and other factors that the PubCo Board may deem relevant. In addition, PubCo’s ability to pay dividends depends significantly on the extent to which it receives dividends from Securitize and there can be no assurance that Securitize will pay dividends. As a result, capital appreciation, if any, of PubCo Common Stock will be an investor’s sole source of gain for the foreseeable future.

The PubCo Charter and PubCo Bylaws will designate the State of Delaware or the federal district courts of the United States as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and limit the market price of our common stock.

Pursuant to PubCo Charter and PubCo Bylaws, as will be in effect upon the completion of the Business Combination, unless we consent in writing to the selection of an alternative forum, a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our directors or officers or other employees or agents to us or to our stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; (iii) any action asserting a claim against us or any of our directors or officers or other employees or agents arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws; (iv) any action asserting a claim related to or involving us that is governed by the internal affairs doctrine; or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the Delaware General Corporation Law.

These exclusive forum provisions will not apply to claims arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act.

The forum selection clause in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and limit the market price of PubCo common stock. If a court were to find the exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could result in costly litigation and could have a material adverse effect on our business, financial condition or results of operations.

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Extraordinary General Meeting of CepT Shareholders

General

CEPT is furnishing this proxy statement/prospectus to CEPT Shareholders as part of the solicitation of proxies by the CEPT Board for use at the Meeting to be held on June 29, 2026, and at any adjournment thereof. This proxy statement/prospectus provides CEPT Shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Meeting.

Date, Time and Place

The Meeting will be held on June 29, 2026 at 10:00 a.m. Eastern Time. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/cantorequitypartnersii/2026.

Purpose of the Extraordinary General Meeting of CEPT Shareholders

At the Meeting, CEPT is asking CEPT Shareholders to:

• consider and vote upon the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

• consider and vote upon the Merger Proposal;

• consider and vote upon each of the Organizational Documents Proposals;

• consider and vote upon the Nasdaq Proposal; and

• consider and vote upon the Adjournment Proposal to adjourn the Meeting to a later date or dates, if it is determined by CEPT additional time is necessary or appropriate to complete the Business Combination or for any other reason.

Recommendation of the CEPT Board

The CEPT Board has unanimously determined that the Business Combination Proposal is in the commercial interests of CEPT and the CEPT Shareholders; has unanimously approved the Business Combination Proposal; and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal, if presented.

Record Date; Issued and Outstanding Shares; CEPT Shareholders Entitled to Vote

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Quorum and Vote of CEPT Shareholders

A quorum of CEPT Shareholders is necessary to hold a valid meeting. A quorum for the Meeting will be achieved if CEPT Shareholders of record holding a majority of the then issued and outstanding CEPT Ordinary Shares are present at the Meeting (whether in person or by proxy), irrespective of the number of CEPT Ordinary Shares voted by such CEPT Shareholders at the Meeting. As of the Record Date, one or more CEPT Shareholders holding 15,290,001 CEPT Ordinary Shares would be required to achieve a quorum at the Meeting. In addition to the CEPT Ordinary Shares held by the Sponsor, which represent approximately 21.5% of the issued and outstanding CEPT Ordinary Shares and which will count towards this quorum, CEPT will need only one or more CEPT Shareholders of record holding 8,710,001 Public Shares, or approximately 36.3%, of the 24,000,000 Public Shares represented in person or by proxy at the Meeting to have a valid quorum.

Voting Your CEPT Ordinary Shares

Each CEPT Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of CEPT Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the CEPT Ordinary Shares you beneficially own are properly counted.

Voting Your CEPT Ordinary Shares — Shareholders of Record

There are three ways to vote your CEPT Ordinary Shares at the Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your CEPT Ordinary Shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your CEPT Ordinary Shares will be voted as recommended by the CEPT Board “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the Meeting will not be counted.

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You Can Vote By Internet. CEPT Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/cantorequitypartnersii/2026 and entering the voter control number included on your proxy card. You may vote by Internet until the polls are closed on the date of the Meeting.

You Can Attend Meeting and Vote. If you attend the Meeting, you may submit your vote at the Meeting, in which case any proxy that you have given will be revoked and only the vote you cast at the Meeting will be counted.

Voting Your Shares — Beneficial Owners

If your CEPT Ordinary Shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those CEPT Ordinary Shares and those CEPT Ordinary Shares are considered as held in “street name.” If you are a beneficial owner of CEPT Ordinary Shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from CEPT. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your CEPT Ordinary Shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your CEPT Ordinary Shares along with your name and email address to CST. Requests for registration should be directed via e-mail to proxy@continentalstock.com or via telephone to (917) 262-2373. Written requests can be mailed to:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Proxy Department
Email: proxy@continentalstock.com

Requests for registration must be labelled as “Legal Proxy” and be received no later than 10:00 a.m., Eastern Time, on June 23, 2026.

You will receive a confirmation of your registration by email after CEPT receives your registration materials. You may attend the Meeting by visiting https://www.cstproxy.com/cantorequitypartnersii/2026. You will also need a voter control number included on your proxy card in order to be able to vote your CEPT Ordinary Shares or submit questions during the Meeting. Follow the instructions provided to vote. CEPT encourages you to access the Meeting prior to the start time leaving ample time for the check in.

Share Ownership of and Voting by the Sponsor and CEPT’s Directors and Officers

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Attending the Meeting

The Meeting will be held on June 29, 2026, at 10:00 a.m., Eastern Time. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/cantorequitypartnersii/2026.

Revoking Your Proxy

If you are a CEPT Shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• you may enter a new vote by Internet or telephone;

• you may send a later-dated, signed proxy card to CEPT, 110 East 59th Street, New York, New York 10022, Attn: Secretary, so that it is received by CEPT’s Secretary on or before the Meeting; or

• you may attend the Meeting via the live webcast noted above, revoke your proxy, and vote virtually, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a CEPT Shareholder and have any questions about how to vote or direct a vote in respect of your CEPT Ordinary Shares, you may call CEPT’s proxy solicitor, Sodali at (800) 662-5200 or banks and brokers can call at (203) 658-9400.

Redemption Rights

Pursuant to the CEPT Memorandum and Articles, any holders of Public Shares may demand that such Public Shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account (less taxes payable), calculated as of two (2) business days prior to the Closing. If a demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the CEPT IPO (calculated as of two (2) business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to CEPT to pay its taxes). For illustrative purposes, based on funds in the Trust Account of approximately $248.8 million as of March 31, 2026, the estimated per share redemption price would have been approximately $10.51 (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes).

In order to exercise your redemption rights, you must:

• prior to 5:00 p.m., Eastern Time, on June 25, 2026 (two (2) business days before the Meeting), tender your Public Shares physically or electronically and submit a request in writing that CEPT redeem your Public Shares for cash to CST, CEPT’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

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• In your request to CST for redemption, you must also affirmatively certify if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other Public Shareholder; and

• deliver your Public Shares either physically or electronically through DTC to CST at least two (2) business days before the Meeting. Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from CST and time to effect delivery. It is CEPT’s understanding that Public Shareholders should generally allot at least two weeks to obtain physical certificates from CST. However, CEPT does not have any control over this process and it may take longer than two weeks. Public Shareholders who hold their Public Shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your Public Shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to CST) and thereafter, with CEPT’s consent, until the consummation of the Business Combination. If you delivered your Public Shares for redemption to CST and decide within the required timeframe not to exercise your redemption rights, you may request that CST return your Public Shares (physically or electronically). You may make such request by contacting CST at the phone number or address listed above.

Prior to exercising redemption rights, Public Shareholders should verify the market price of CEPT Class A Ordinary Shares, as they may receive greater proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the per share redemption price. There can be no assurances that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in CEPT Class A Ordinary Shares when you wish to sell your Public Shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding immediately prior to the consummation of the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of PubCo, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

In connection with the CEPT IPO, the Sponsor and CEPT’s officers and directors agreed to waive any redemption rights with respect to any CEPT Ordinary Shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CEPT’s officers and directors did not receive separate consideration for the waiver.

Appraisal Rights

No appraisal or dissenters’ rights are available to CEPT Shareholders in connection with the ordinary resolution to approve the Business Combination Proposal. Under the Cayman Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair value of their shares, which if necessary, may ultimately be determined by the court. Therefore, CEPT Class A Record Holders have a right to dissent to the CEPT Merger. Please see the section titled “The Merger Proposal — Appraisal or Dissenters’ Rights” for additional information.

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Proxy Solicitation Costs

CEPT is soliciting proxies on behalf of the CEPT Board. This solicitation is being made by mail but also may be made by telephone, on the Internet or in person. CEPT and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. CEPT will file with the SEC all scripts and other electronic communications as proxy soliciting materials. CEPT will bear the cost of the solicitation.

CEPT has hired Sodali to assist in the proxy solicitation process. CEPT will pay Sodali a fee of $25,000, plus disbursements of its expenses in connection with services relating to the Meeting.

CEPT will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. CEPT will reimburse them for their reasonable expenses.

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Material U.S. Federal Income Tax Considerations

The following description addresses the material U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of Public Shares of the CEPT Merger, the exercise of redemption rights, and with respect to Non-U.S. Holders (as defined below), the ownership and disposition of PubCo Common Stock after the CEPT Merger. This discussion, as well as the opinion of Hughes Hubbard & Reed LLP described below, is based on the Code, its legislative history, final, temporary and proposed treasury regulations promulgated thereunder (“Treasury Regulations”), and judicial and administrative interpretations thereof, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

For purposes of this description, a “U.S. Holder” means a beneficial owner of Public Shares that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

A “Non-U.S. Holder” means a beneficial owner (other than a partnership or entity or arrangement treated as a partnership for U.S. federal income tax purposes) of Public Shares that is not a U.S. Holder.

This description does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances or status. In particular, this description considers only holders that hold Public Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This description does not address the alternative minimum tax, the special tax accounting rules under Section 451(b) of the Code, the Medicare tax on net investment income, or the U.S. federal income tax consequences to holders that are subject to special rules, including:

• financial institutions or financial services entities;

• broker-dealers;

• persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

• tax-exempt entities;

• governments or agencies or instrumentalities thereof;

• insurance companies;

• individual retirement or other tax-deferred accounts;

• regulated investment companies;

• real estate investment trusts;

• specified expatriates or former long-term residents of the United States;

• persons that hold Public Shares as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

• persons that acquired our securities pursuant to an exercise of employee share options or upon payout of a restricted stock unit, in connection with employee share incentive plans or otherwise as compensation;

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• foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulations Section 1.367(b)-3(b)(1)(ii);

• persons whose functional currency is not the U.S. dollar;

• controlled foreign corporations;

• passive foreign investment companies;

• persons who actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares (except as specifically provided below); or

• the Sponsor or its affiliates.

This description does not address any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as described herein, any tax reporting obligations of a holder of Public Shares. This discussion does not consider the tax treatment of partnerships (or any entities or arrangements characterized as partnerships for U.S. federal income tax purposes) or persons who hold our stock through such entities or arrangements. If a partnership (or any entity or arrangement characterized as a partnership for U.S. federal income tax purposes) holds Public Shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Public Shares and persons that are treated as partners of such partnerships are urged to consult with their tax advisors as to the particular U.S. federal income tax consequences of the CEPT Merger or an exercise of redemption rights to them. We have not and do not intend to seek any rulings from the IRS regarding the CEPT Merger or an exercise of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF PUBLIC SHARES MAY BE AFFECTED BY MATTERS NOT DESCRIBED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. WE URGE BENEFICIAL OWNERS OF PUBLIC SHARES TO CONSULT THEIR TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE CEPT MERGER AND OWNING AND DISPOSING OF PUBLIC SHARES AS A RESULT OF ITS PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Holders

Tax Consequences of the CEPT Merger to U.S. Holders

The U.S. federal income tax consequences of the CEPT Merger will depend primarily upon whether the CEPT Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code. Under Section 368(a)(1)(F) of the Code, a reorganization includes a “mere change in identity, form, or place of organization of one corporation, however effected” (an “F Reorganization”). Pursuant to the CEPT Merger, CEPT will merge with and into SPAC Merger Sub, a disregarded entity for U.S. federal income tax purposes, with SPAC Merger Sub surviving as a wholly-owned subsidiary of PubCo.

It is intended that the CEPT Merger qualify as an F Reorganization. CEPT has received an opinion from Hughes Hubbard & Reed LLP to the effect that, subject to the limitations and qualifications set forth therein and in the registration statement, the CEPT Merger should qualify as an F Reorganization (the “CEPT Merger Tax Opinion”). However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets, such as CEPT, this result is not entirely clear. An opinion of counsel is not binding on the IRS or any court, and there can be no certainty that the IRS will not challenge the conclusions reflected in the CEPT Merger Tax Opinion or that a court would not sustain such a challenge.

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The CEPT Merger Tax Opinion is based upon representations, warranties and covenants provided by CEPT, PubCo and other relevant parties and certain assumptions, all of which must continue to be true and accurate as of the effective time of the CEPT Merger. In addition, the CEPT Merger Tax Opinion is subject to certain qualifications and limitations as set forth in the CEPT Merger Tax Opinion. If any of the assumptions, representations or covenants on which the CEPT Merger Tax Opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with or there is a subsequent change in applicable law, the validity of the CEPT Merger Tax Opinion may be adversely affected and the tax consequences of the CEPT Merger could differ from those described herein.

Assuming the CEPT Merger qualifies as an F Reorganization, U.S. Holders of Public Shares generally should not recognize gain or loss for U.S. federal income tax purposes on the CEPT Merger, except as provided below under the caption headings “— Effects of Section 367 on U.S. Holders” and “— PFIC Considerations,” and the CEPT Merger should be treated for U.S. federal income tax purposes as if CEPT (i) transferred all of its assets and liabilities to PubCo in exchange for all of the outstanding PubCo Common Stock, and (ii) then distributed such PubCo Common Stock to CEPT Shareholders in liquidation of CEPT. The taxable year of CEPT will end on the date of the CEPT Merger.

Assuming the CEPT Merger qualifies as an F Reorganization and subject to the PFIC rules described below: (i) the tax basis of a share of PubCo Common Stock received by a U.S. Holder in the CEPT Merger will equal the U.S. Holder’s tax basis in the Public Share exchanged therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below) and (ii) the holding period for a share of PubCo Common Stock received by a U.S. Holder will include such U.S. Holder’s holding period for the Public Share exchanged therefor. U.S. Holders who hold different blocks of Public Shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

If the CEPT Merger fails to qualify as an F Reorganization, subject to the PFIC rules described in further detail below, a U.S. Holder generally would recognize gain or loss with respect to its Public Shares in an amount equal to the difference, if any, between the fair market value of the shares of PubCo Common Stock received in the CEPT Merger and the U.S. Holder’s adjusted tax basis in its Public Shares exchanged therefor. In such event, such U.S. Holder’s basis in the shares of PubCo Common Stock would be equal to their respective fair market values on the date of the CEPT Merger and such U.S. Holder’s holding period for PubCo Common Stock would begin on the day following the date of the CEPT Merger. The remainder of this discussion assumes that the CEPT Merger will qualify as an F Reorganization.

PFIC Considerations

In addition to the discussion under the heading “— Effects of Section 367 on U.S. Holders” below, the CEPT Merger could be a taxable event to U.S. Holders under the PFIC provisions of the Code.

Definition of a PFIC

A non-U.S. corporation will be a PFIC if either (a) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it owns or is considered to own at least 25% of the shares by value, is passive income (the “gross income test”) or (b) at least 50% of its assets in a taxable year, generally determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it owns or is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income (the “asset test”). Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. For purposes of these rules, interest income earned by CEPT would be considered to be passive income and cash held by CEPT would be considered to be a passive asset. The determination of whether a foreign corporation is a PFIC is made annually. Based upon the composition of its income and assets, CEPT believes that it would likely be considered a PFIC for its current (and its prior) taxable years.

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Consequences if CEPT is a PFIC.

If CEPT is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of the Public Shares and, in the case of the Public Shares, such U.S. Holder did not make a timely qualified electing fund election (“QEF Election”) for CEPT’s first taxable year as a PFIC in which such U.S. Holder held such Public Shares (or a QEF Election along with a “purging election”) or did not make a timely mark-to-market election (a “MTM election”) as discussed below, then as described below, such U.S. Holder generally will be subject to special rules with respect to: (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Public Shares; and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Public Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Public Shares).

Under these rules:

• the U.S. Holder’s gain or excess distribution would be allocated ratably over the U.S. Holder’s holding period for the Public Shares;

• the amount of gain or excess distribution allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which CEPT is a PFIC, would be taxed as ordinary income;

• the amount of gain or excess distribution allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

• an additional tax equal to the interest charge generally applicable to underpayments of tax would be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder.

Any “all earnings and profits amount” included in income by a U.S. Holder as a result of the CEPT Merger (discussed under the heading “— Effects of Section 367 on U.S. Holders” below) would generally be treated as gain subject to these rules.

Effects of PFIC Rules on the CEPT Merger

Even if the CEPT Merger qualifies as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a United States person that disposes of stock of a PFIC must recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. Proposed Treasury Regulations under Section 1291(f) of the Code were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, those proposed Treasury Regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of Public Shares for shares of PubCo Common Stock in the CEPT Merger to the extent their Public Shares have a fair market value in excess of their tax basis if (i) CEPT were classified as a PFIC at any time during such U.S. Holder’s holding period in such Public Shares and (ii) the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such Public Shares or in which CEPT was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) an MTM election (as defined below) with respect to such Public Shares.

Any such gain would generally be treated as an “excess distribution” made in the year of the CEPT Merger and subject to the special tax and interest charge rules discussed above.

It is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Therefore, U.S. Holders that have not made a timely QEF Election (or a QEF Election along with a purging election) or a MTM election (each as described below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the CEPT Merger with respect to their Public Shares in the manner set forth above.

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Any gain recognized by a U.S. Holder of Public Shares as a result of the CEPT Merger pursuant to the PFIC rules would be taxable income to such U.S. Holder, taxed under the PFIC rules in the manner set forth above, with no corresponding receipt of cash.

ALL U.S. HOLDERS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE POTENTIAL EFFECTS OF THE PFIC RULES ON THE CEPT MERGER, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.

QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of Public Shares if CEPT is classified as a PFIC will depend on whether the U.S. Holder has made a timely and effective election to treat CEPT as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of such Public Shares during which CEPT qualified as a PFIC or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. One type of purging election creates a deemed sale of the U.S. Holder’s Public Shares at their fair market value at the beginning of the year for which the election is made and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would have a new basis and holding period in its Public Shares. U.S. Holders are urged to consult with their tax advisors as to the application of the rules governing purging elections to their particular circumstances (including a potential separate “deemed dividend” purging election).

A U.S. Holder that makes a QEF Election is required to include in income on an annual basis its share of the PFIC’s net capital gain and ordinary earnings, if any, whether or not such amounts are actually distributed. A U.S. Holder’s ability to make a QEF Election (or a QEF Election along with a purging election) with respect to CEPT is contingent upon, among other things, the provision by CEPT or PubCo (as successor to CEPT) of a “PFIC Annual Information Statement” to such U.S. Holder. As part of the Business Combination Agreement, PubCo agreed to use reasonable best efforts to provide such information and intends to do so.

The impact of the PFIC rules on a U.S. Holder of Public Shares may also depend on whether the U.S. Holder has made an election under Section 1296 of the Code. U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including the Nasdaq, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value (such election, a “MTM election”). No assurance can be given that the Public Shares are considered to be marketable stock for purposes of the MTM election or whether the other requirements of this election are satisfied. If an MTM Election is available and has been made, such U.S. Holders will generally not be subject to the special taxation rules of Section 1291 of the Code discussed above. Instead, in general, such U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Public Shares at the end of its taxable year over its adjusted tax basis in its Public Shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its Public Shares over the fair market value of its Public Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM election). The U.S. Holder’s basis in its Public Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Public Shares will be treated as ordinary income. However, if the MTM election is not made by the U.S. Holder for the first taxable year of its holding period for the Public Shares, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Public Shares, including in connection with the CEPT Merger.

THE RULES ADDRESSING PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), A MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

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Effects of Section 367 to U.S. Holders

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including an in-bound F Reorganization, such as the CEPT Merger. When it applies, Section 367 of the Code imposes income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the CEPT Merger.

A. U.S. Holders Who Own 10% or More of the Voting Power or Value of CEPT

A U.S. Holder who, on the date of the CEPT Merger, beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of CEPT stock entitled to vote or 10% or more of the total value of all classes of CEPT stock (a “10% U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulations Section 1.367(b)-2(d)) attributable to the Public Shares it directly owns. Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power or value of CEPT and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its Public Shares is the net positive earnings and profits of CEPT attributable to its Public Shares (as determined under Treasury Regulations Section 1.367(b)-2) but without regard to any gain that would be realized on a sale or exchange of such Public Shares. However, any such 10% U.S. Shareholder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code.

Treasury Regulations under Section 367 of the Code provide that all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period in which the shareholder held the block of stock.

CEPT does not expect to have significant, if any, cumulative net earnings and profits on the date of the CEPT Merger. If CEPT’s cumulative net earnings and profits through the date of the CEPT Merger is less than or equal to zero, then a 10% U.S. Shareholder should not be required to include in gross income the all earnings and profits amount with respect to its Public Shares. If CEPT’s cumulative net earnings and profits are greater than zero, then a 10% U.S. Shareholder would be required to include all of its earnings and profits amount in income as a deemed dividend under Treasury Regulations under Section 367 of the Code as a result of the CEPT Merger.

B. U.S. Holders Whose Public Shares Have a Fair Market Value of $50,000 or More But Who Are Not 10% U.S. Shareholders

Subject to the PFIC discussion above, a U.S. Holder who, on the date of the CEPT Merger, beneficially owns (directly, indirectly or constructively) Public Shares with a fair market value of $50,000 or more but is not a 10% U.S. Holder will recognize gain (but not loss) with respect to the CEPT Merger unless such U.S. Holder elects to recognize the “all earnings and profits” amount attributable to such holder as described below.

Such holder generally must recognize gain (but not loss) with respect to the shares of PubCo Common Stock received in the CEPT Merger in an amount equal to the excess of the fair market value of the shares of PubCo Common Stock received over the U.S. Holder’s adjusted tax basis in the Public Shares deemed surrendered in the CEPT Merger.

As an alternative to recognizing any gain as described in the preceding paragraph, such a U.S. Holder may elect to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Public Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

i. a statement that the CEPT Merger is a Section 367(b) exchange;

ii. a complete description of the CEPT Merger;

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iii. a description of any stock, securities or other consideration transferred or received in the CEPT Merger;

iv. a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

v. a statement that the U.S. Holder is making the election and that includes (A) a copy of the information that the U.S. Holder received from CEPT establishing and substantiating the “all earnings and profits amount” with respect to the U.S. Holder’s Public Shares, and (B) a representation that the U.S. Holder has notified CEPT that the U.S. Holder is making the election; and

vi. certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations thereunder; provided that if CEPT has never had earnings and profits, a U.S. Holder may, in lieu of the information described in clauses (iv) through (vi) above, provide a statement from PubCo that CEPT never had any earning and profits.

In addition, the election must be attached by an electing U.S. Holder to such holder’s timely filed U.S. federal income tax return for the taxable year in which the CEPT Merger occurs, and the U.S. Holder must send notice of making the election to CEPT no later than the date such tax return is filed. In connection with this election, CEPT may in its discretion provide each U.S. Holder eligible to make such an election with information regarding CEPT’s earnings and profits upon request.

CEPT does not expect to have significant, if any, cumulative earnings and profits through the date of the CEPT Merger and if that proves to be the case, U.S. Holders who make this election are not expected to have a significant income inclusion under Section 367(b) of the Code, provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that CEPT had positive earnings and profits through the date of the CEPT Merger, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Public Shares, and thus could be required to include that amount in income as a deemed dividend under applicable Treasury Regulations as a result of the CEPT Merger.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING AN ELECTION AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO AN ELECTION.

C. U.S. Holders that Own Public Shares with a Fair Market Value of Less Than $50,000

Subject to the “— PFIC Considerations” discussion above, a U.S. Holder who, on the date of the CEPT Merger, beneficially owns (actually or constructively) Public Shares with a fair market value less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the CEPT Merger, and generally should not be required to include any part of the all earnings and profits amount in income. All U.S. Holders are urged to consult their tax advisors with respect to the effect of Section 367 of the Code to their particular circumstances.

Tax Consequences to U.S. Holders That Elect to Have Their Public Shares Redeemed for Cash

The U.S. federal income tax treatment to a U.S. Holder of Public Shares that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale of Public Shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Subject to the “— PFIC Considerations” discussion above, if the redemption qualifies as a sale of such U.S. Holder’s shares of Public Shares, such U.S. Holder will generally recognize capital gain or capital loss equal to the difference, if any, between the amount of cash received and such U.S. Holder’s tax basis in Public Shares redeemed.

Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of Public Shares treated as held by the U.S. Holder (including any shares constructively owned by the U.S. Holder described in the following paragraph) relative to all of CEPT’s shares issued and outstanding both before and after such redemption. A redemption of Public Shares generally will be treated as a sale of the Public Shares (rather than as

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a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in CEPT or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only Public Shares actually owned by the U.S. Holder, but also shares of Public Shares that are constructively owned by such U.S. Holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option.

In order for a redemption to meet the substantially disproportionate test, the percentage of CEPT’s issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of Public Shares must, among other requirements, be less than 80% of the percentage of CEPT’s issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption. Prior to the Business Combination, the Public Shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the Public Shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of such shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other Public Shares. The redemption of the Public Shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in CEPT. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in CEPT will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption of any Public Shares.

If none of the foregoing tests are satisfied, then the redemption of any Public Shares will be treated as a corporate distribution. Such distribution will generally be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of CEPT’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of any such earnings and profits will generally be applied against and reduce the U.S. Holder’s basis in its other Public Shares (but not below zero) and, to the extent in excess of such basis, will be treated as capital gain from the sale or exchange of such redeemed shares. After the application of those rules, any remaining tax basis of the U.S. Holder in Public Shares redeemed will generally be added to the U.S. Holder’s adjusted tax basis in its remaining Public Shares, or if it has none, possibly to such U.S. Holder’s adjusted tax basis in other shares constructively owned by it.

Because the redemption of U.S. Holders that exercise redemption rights will occur prior to the CEPT Merger, U.S. Holders exercising redemption rights should not be subject to the potential tax consequences of Section 367(b) of the Code as a result of the CEPT Merger, but will be subject to the potential tax consequences of CEPT likely being treated as a PFIC.

U.S. Holders who actually or constructively own five percent or more of shares of CEPT (by vote or value) may be subject to special reporting requirements with respect to a redemption of Public Shares, and such holders are urged to consult with their own tax advisors with respect to their reporting requirements.

ALL U.S. HOLDERS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

Non-U.S. Holders

Tax Consequences of the CEPT Merger to Non-U.S. Holders

The CEPT Merger should not result in any U.S. federal income tax consequences to Non-U.S. Holders.

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Tax Consequences for Non-U.S. Holders of Owning and Disposing of Shares of PubCo Common Stock

Distributions on Shares of PubCo Common Stock

Distributions of cash or property to a Non-U.S. Holder in respect of shares of PubCo Common Stock received in the CEPT Merger will constitute dividends for U.S. federal income tax purposes to the extent paid from PubCo’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds PubCo’s current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in shares of PubCo Common Stock. Any remaining excess will be treated as capital gain and will be treated as described below under “— Gain on Disposition of Shares of PubCo Common Stock.”

Generally, dividends paid to a Non-U.S. Holder will be subject to withholding of U.S. federal income tax at a 30% rate, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment of the Non-U.S. Holder) are generally not subject to such withholding tax, provided certain certification and disclosure requirements are satisfied (usually by providing an IRS Form W-8ECI). Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Gain on Disposition of Shares of PubCo Common Stock

Any gain realized by a Non-U.S. Holder on the taxable sale or disposition of shares of PubCo Common Stock will generally not be subject to U.S. federal income tax unless:

• the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the Non-U.S. Holder);

• the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

• PubCo is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and, generally, in the case where shares of PubCo Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, or is deemed to have owned, more than 5% of such shares, as applicable, at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the shares disposed of. There can be no assurance that shares of PubCo Common Stock will be treated as regularly traded on an established securities market for this purpose.

An individual Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the gain derived from the sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed a U.S. federal income tax return with respect to such losses. If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

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PubCo does not believe it is and does not anticipate becoming a “United States real property holding corporation” for U.S. federal income tax purposes. However, the determination as to whether PubCo is or will become a “United States real property holding corporation” will not be made until a future tax year, and there can be no assurance that PubCo will not become such a corporation in the future. If the third bullet point above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. holder on the sale, exchange or other disposition of PubCo Common Stock will be subject to tax at generally applicable U.S. federal income tax rates.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends on and the proceeds from a sale or other disposition of PubCo Common Stock. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person for U.S. federal income tax purposes or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements or to claim a reduced rate of withholding under an applicable income tax treaty. The amount of any backup withholding from a payment to a Non-U.S. Holder will generally be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is furnished by such Non-U.S. Holder to the IRS in a timely manner.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of securities (including shares of PubCo Common Stock) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which shares of PubCo Common Stock are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of shares of PubCo Common Stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners”, which will in turn be provided to the U.S. Department of Treasury. All holders should consult their tax advisors regarding the possible implications of FATCA on their ownership of shares of PubCo Common Stock.

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The Business Combination

On October 27, 2025, CEPT, PubCo, Securitize, SPAC Merger Sub and Company Merger Sub entered into the Business Combination Agreement pursuant to which they agreed to effect the Business Combination on the terms set forth therein and as is described in this proxy statement/prospectus. CEPT Shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that, among other things: (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity in the CEPT Merger, and with (a) CEPT Shareholders holding CEPT Class B Ordinary Shares receiving one CEPT Class A Ordinary Share for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than the Surrendered CEPT Shares), and (b) immediately thereafter, with CEPT Shareholders holding CEPT Class A Ordinary Shares receiving one share of PubCo Common Stock for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any Public Shares for which a Public Shareholder has made a valid redemption request in accordance with the CEPT Memorandum and Articles and the CEPT IPO Prospectus), and (ii) 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 in the Securitize Merger, and with Securitize Stockholders receiving shares of PubCo Common Stock in exchange for their Securitize Shares. To effect the Mergers and other transactions contemplated by the Business Combination Agreement, prior to Closing, CEPT incorporated Company Merger Sub on October 23, 2025 and Securitize incorporated SPAC Merger Sub on October 22, 2025, in each case solely for the purpose of effectuating the Business Combination and the Mergers.

Immediately following completion of the Mergers and the other transactions contemplated by the Business Combination Agreement, SPAC Merger Sub and Securitize will become wholly owned subsidiaries 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 and in accordance with applicable law.

Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, PubCo, CEPT and Securitize entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 PIPE Shares at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, CEPT, PubCo, Securitize and certain Securitize Stockholders entered into the Shareholder Support Agreement, pursuant to which, among other things, the Securitize Stockholders agreed to take certain actions, and refrain from taking certain actions, as further described below.

Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, CEPT, PubCo and the Sponsor entered into the Sponsor Support Agreement, pursuant to which, among other matter described below, the Sponsor agreed to surrender the Surrendered CEPT Shares immediately prior to the closing of the CEPT Merger, for no consideration, and to subject the Sponsor Earnout Shares to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earnout during the Earnout Period, as described below.

Contemporaneously with the Closing, CEPT, PubCo, the Sponsor, and certain Securitize Stockholders will enter into the Amended and Restated Registration Rights Agreement, pursuant to which PubCo will (i) assume the registration obligations of CEPT under such registration rights agreement, with such rights applying to the shares of PubCo Common Stock and (ii) provide registration rights with respect to the resale of shares of PubCo Common Stock held by the Sponsor and the Securitize Stockholders party thereto.

Contemporaneously with the Closing, the Securitize Stockholders will enter into the Lock-Up Agreements with PubCo, pursuant to which the Securitize Stockholders will agree that the Restricted Securities will be locked-up and subject to transfer restrictions subject to certain exceptions, as further described below. Upon the completion of the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, and that the Sponsor Loan, the Sponsor Note, and any other amounts owing from CEPT to the Sponsor are repaid

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in cash, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.1%, 13.1%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

The aggregate value of the total consideration that the Sponsor and its Affiliates will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the CEPT Ordinary Shares currently held by the Sponsor), cash fees to be paid to CF&Co., an affiliate of the Sponsor, as further described herein and the repayment of amounts owing to the Sponsor is approximately $99.0 million, assuming that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, all Sponsor Earnout Shares are earned and not forfeited, the Sponsor Loan is fully drawn (for a maximum amount of $1,750,000) but no other amounts are owing from CEPT to the Sponsor, and that all PIPE Investors fund (or are deemed to have funded) their commitments in their PIPE Subscription Agreements.

The aggregate value of the total consideration that Securitize Common Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Class A Common Stock to be held by Securitize Stockholders immediately prior to the consummation of the Securitize Merger), is approximately $444,000,000. The aggregate value of the total consideration that Securitize Preferred Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Preferred Stock to be held by Securitize Preferred Stockholders immediately prior to the consummation of the Securitize Merger), is approximately $738,500,000. The aggregate value of the total consideration that Public Shareholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share and assuming no redemptions, is approximately $240,000,000.

The Business Combination Agreement

The following is a summary of the material terms of the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Business Combination Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about CEPT, PubCo or Securitize. The following description does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement. You should refer to the full text of the Business Combination Agreement for details of the Business Combination and the terms and conditions of the Business Combination Agreement. Any defined terms used in this summary but not defined in this summary or in the section entitled “— Certain Defined Terms” will have the meanings set forth in the Business Combination Agreement.

The Business Combination Agreement contains representations and warranties that CEPT, PubCo and Securitize have made to one another (and to SPAC Merger Sub and Company Merger Sub (who, with CEPT, PubCo and Securitize, are sometimes referred to individually as a “Party” and, collectively, as the “Parties”)) as of specific dates. These representations and warranties have been made for the benefit of the other Parties to the Business Combination Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the Parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the Parties in connection with signing the Business Combination Agreement. While CEPT, PubCo and Securitize do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed (including in this proxy statement/prospectus), the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Business Combination Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about CEPT, PubCo or Securitize (or about any other persons in respect of whom CEPT, PubCo or Securitize provide representations and warranties in the Business Combination Agreement (such as the Securitize Entities (as defined below) other than Securitize)), because they were made as of specific dates, may be intended merely as a risk allocation mechanism among the Parties to the Business Combination Agreement and are modified by the disclosure schedules.

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General; Structure of the Business Combination; Closings

CEPT Merger

At the time on the date of Closing when the CEPT Plan of Merger is registered by the Registrar of Companies of the Cayman Islands in accordance with the Cayman Companies Act (or such other time as specified in the CEPT Plan of Merger) (such time, the “CEPT Merger Effective Time”), CEPT and SPAC Merger Sub will consummate the CEPT Merger whereby CEPT will merge with and into SPAC Merger Sub, the separate corporate existence of CEPT will cease and SPAC Merger Sub (hereinafter sometimes referred to in this proxy statement/prospectus as the “CEPT Surviving Subsidiary”) will continue as the surviving company of the CEPT Merger and will become a wholly owned subsidiary of PubCo.

Conversion/Exchange of Securities

At the CEPT Merger Effective Time, by virtue of the CEPT Merger and without any action on the part of any Party to the Business Combination Agreement:

• first, immediately prior to the CEPT Merger Effective Time, each then-issued and outstanding CEPT Class B Ordinary Share (other than the Surrendered CEPT Shares and treasury shares) will automatically convert into one (1) CEPT Class A Ordinary Share in accordance with the CEPT Memorandum and Articles and the Sponsor Support Agreement;

• second, each issued and outstanding CEPT Class A Ordinary Share (other than (x) treasury shares, (y) Public Shares in respect of which Public Shareholders have validly exercised their rights of redemption in accordance with the CEPT Memorandum and Articles and the CEPT IPO Prospectus and (z) CEPT Dissenting Shares) will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive one (1) share of PubCo Common Stock; and

• each ordinary share of SPAC Merger Sub issued and outstanding will continue existing and being held by PubCo and will constitute the only issued and outstanding shares in the capital of CEPT Surviving Subsidiary.

At, or immediately prior to, the CEPT Merger Effective Time, each issued and outstanding Public Share in respect of which the holder thereof has validly exercised redemption rights pursuant to and in accordance with the CEPT Memorandum and Articles and the CEPT IPO Prospectus (and not waived, withdrawn or otherwise lost such rights) will be cancelled and shall cease to exist, and those CEPT Shareholders will only have the right to receive a pro rata share of the redemption amount payable in accordance with the CEPT Memorandum and Articles.

To the extent there are CEPT Shareholders who have properly exercised dissenters’ rights for their CEPT Class A Ordinary Shares in accordance with the Cayman Act, such CEPT Dissenting Shares will be automatically cancelled and cease to exist and holders of CEPT Dissenting Shares will only have the right to be paid by CEPT the fair value of such CEPT Dissenting Shares and other rights provided under applicable law. Pursuant to the Sponsor Support Agreement, the Sponsor waived and agreed not to exercise or assert any dissenters’ rights under the Cayman Act in connection with the CEPT Merger and the Business Combination Agreement.

If there are any CEPT Ordinary Shares that are owned by CEPT as treasury shares immediately prior to the CEPT Merger Effective Time, such treasury shares will be automatically cancelled and will cease to exist without any conversion or payment.

Distribution of Ownership Interests in Company Merger Sub

Following completion of the CEPT Merger but prior to the Securitize Merger, CEPT Surviving Subsidiary will distribute one hundred percent (100%) of its ownership interests in Company Merger Sub (representing all of the ownership interests in Company Merger Sub outstanding at such time) to PubCo (the “Company Merger Sub Distribution”). As a result of the Company Merger Sub Distribution, Company Merger Sub will be a direct wholly owned subsidiary of PubCo before the Securitize Merger occurs.

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Securitize Merger

Following the completion of the CEPT Merger and the Company Merger Sub Distribution, and at least two (2) hours after the CEPT Merger Effective Time, at the time on the date of Closing when the Certificate of Merger has been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL, or such other time as specified in the Certificate of Merger that is at least two (2) hours after the completion of the CEPT Merger (such time, the “Securitize Merger Effective Time” and together with the CEPT Merger Effective Time, the “Effective Time”), Securitize and Company Merger Sub will effect the Securitize Merger whereby Company Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving corporation and a direct wholly owned subsidiary of PubCo.

Immediately prior to the Securitize Merger Effective Time, pursuant to the organizational documents of Securitize and the Securitize Written Consent, each share of Securitize Preferred Stock that is issued and outstanding as of such time will be automatically converted into one share of Securitize Common Stock (the “Preferred Stock Conversion”).

Conversion/Exchange of Securities

At the Securitize Merger Effective Time, by virtue of the Securitize Merger and without any further action on the part of any Party to the Business Combination Agreement:

Securitize Common Stock

• each share of Securitize Common Stock issued and outstanding as of the Securitize Merger Effective Time (determined according to the inclusions and exclusions noted immediately below) will be automatically canceled and cease to exist in exchange for the right to receive the following (the “Per Share Merger Consideration”):

• a number of shares of PubCo Common Stock equal to (calculated as the quotient (expressed as a number) (a) an equity value equal to $1.25 billion, subject to adjustments as set forth in the Business Combination Agreement, divided by (b) the total number of issued and outstanding shares of Securitize Common Stock as of immediately prior to the Securitize Merger Effective Time, determined on a fully-diluted basis as set forth in the Business Combination Agreement, divided by (c) $10.00 (such quotient, the “Securitize Exchange Ratio”)), which Securitize Exchange Ratio, based on assumptions made by the Parties in connection with the execution of the Business Combination Agreement, was expected to be approximately 4.615; and

• the right to receive their Stockholder Earnout Portion (as defined below) of the Securitize Earnout Shares, to the extent the Securitize Earnout Shares are issued pursuant to and in accordance with the terms described below under the section titled “The Business Combination Proposal — General; Structure of the Business Combinations; Closings — Securitize Earnout Shares”;

• for purposes of receiving the Per Share Merger Consideration, shares of Securitize Common Stock issued and outstanding as of the Securitize Merger Effective Time will, for the avoidance of doubt:

• also include shares of Securitize Common Stock:

• that are designated Class A Common Stock, par value $0.0001 per share (the “Securitize Class A Common Stock”); and

• resulting from (a) the Preferred Stock Conversion (as defined below), (b) the Convertible Notes Conversion (as defined below) and/or (b) the SAFE Notes Conversion (as defined below) (collectively, the “Conversions”); but

• exclude shares of Securitize Common Stock:

• that are owned as treasury shares; and

• in respect of which holders have validly exercised appraisal rights under the DGCL;

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Securitize Options

• each Securitize Option issued and outstanding as of such time, whether vested or unvested, will automatically be assumed by PubCo and converted into an option to purchase shares of PubCo Common Stock (each, an “Assumed Option”) on the same terms and conditions as applied to such Securitize Option prior to the Securitize Merger, except that:

• the number of shares of PubCo Common Stock subject to each Assumed Option will be equal to the product of (a) the number of shares of Securitize Common Stock that were subject to the corresponding Securitize Option immediately prior to the Securitize Merger, multiplied by (b) the Securitize Exchange Ratio, rounded down to the nearest whole share; and

• the per-share exercise price applicable to each Assumed Option will be equal to the quotient of (a) the exercise price per share of Securitize Common Stock subject to such Securitize Option immediately prior to the Securitize Merger, divided by (b) the Securitize Exchange Ratio, rounded up to the nearest whole cent;

• in addition, each holder of a Securitize Option, whether vested or unvested, will have the right to receive their Stockholder Earnout Portion of the Securitize Earnout Shares;

Securitize Warrants

• each of those certain warrants to purchase shares of Preferred Stock issued by the Company pursuant to that certain Warrant to Purchase Shares of Preferred Stock, dated March 6, 2025, by and between J Digital 6 LLC and Securitize (each, a “Securitize Warrant” and collectively, the “Securitize Warrants”) issued and outstanding as of such time will be assumed by PubCo and become a warrant to purchase shares of PubCo Common Stock (each, an “Assumed Warrant”) on the same terms and conditions as applied to such Securitize Warrant prior to the Securitize Merger, except that:

• the number of shares of PubCo Common Stock subject to each Assumed Warrant will be equal to the product of (a) the number of shares of Securitize Common Stock that were subject to the corresponding Securitize Warrant immediately prior to the Securitize Merger, multiplied by (b) the Securitize Exchange Ratio, rounded down to the nearest whole share; and

• the per-share exercise price applicable to each Assumed Warrant will be equal to the quotient of (a) the exercise price per share of Securitize Common Stock subject to such Securitize Warrant immediately prior to the Securitize Merger, divided by (b) the Securitize Exchange Ratio, rounded up to the nearest whole cent;

• in addition, each holder of a Securitize Warrant will have the right to receive their Stockholder Earnout Portion of the Securitize Earnout Shares;

Securitize Convertible Promissory Notes

• each Securitize Convertible Promissory Note issued and outstanding as of such time will be converted into a number of shares of Securitize Common Stock calculated in accordance with the terms and conditions of the applicable promissory note (the “Convertible Notes Conversion”), following which such shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Securitize Merger Effective Time for purposes of receiving the Per Share Merger Consideration as described above; and

Securitize SAFE Notes

• each issued and outstanding Securitize SAFE Note will, subject to the terms and conditions of such Securitize SAFE Note, be converted into a number of shares of Securitize Common Stock equal to the exchange ratio determined in accordance with the applicable Securitize SAFE Note (the “SAFE Notes Conversion”), following which such shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Securitize Merger Effective Time for purposes of receiving the Per Share Merger Consideration as described above.

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NHTV Side Letter Options

• Securitize will provide the holder of the NHTV Side Letter with written notice at least forty-five (45) days prior to the Closing so such holder may determine whether to exercise any options in accordance with the terms of the NHTV Side Letter. In the event the holder of the NHTV Side Letter has, prior to the Closing, elected to exercise any options in accordance with the terms of the NHTV Side Letter:

• prior to the Preferred Stock Conversion, Securitize will issue the applicable number of shares of Securitize Preferred Stock issuable in connection with the exercise of the NHTV Side Letter to such holder;

• the shares of Securitize Preferred Stock so issued will, immediately prior to the Securitize Merger Effective Time, be converted into shares of Securitize Common Stock pursuant to the Preferred Stock Conversion; and

• at the Securitize Merger Effective Time, by virtue of the Securitize Merger and without any further action on the part of any Party to the Business Combination Agreement, such shares of Securitize Common Stock will be automatically canceled and cease to exist in exchange for the right to receive a number of shares of PubCo Common Stock equal to the Per Share Merger Consideration (the “NHTV Conversion”).

• Any options issued in accordance with the NHTV Side Letter that are not elected to be exercised prior to the Closing will, as of the Securitize Merger Effective Time, be cancelled and will cease to exist without any conversion or payment thereof.

Securitize Earnout Shares

Securitize Earnout Stockholders

Following Closing, the following persons (each, a “Securitize Earnout Stockholder”) will have the right to receive a portion of the Securitize Earnout Shares to the extent any are issued in accordance with the Business Combination Agreement: (a) each holder of shares of Securitize Common Stock immediately prior to the Closing (including holders after giving effect to the Conversions); (b) each holder of Securitize Warrants immediately prior to the Closing; and (c) each holder of Securitize Options and any other conditional right to receive Securitize Common Stock (or a beneficial interest in Securitize Common Stock), and any other equity or equity-based incentive awards of Securitize that are or have been issued from time to time under any Securitize equity incentive plan, scheme or other employee compensation plan or scheme covering any equity or equity-based incentive awards of Securitize (the “Securitize Equity Awards”) immediately prior to the Closing.

Stockholder Earnout Portion

To the extent any Securitize Earnout Shares are issued in accordance with the terms of the Business Combination Agreement, each Securitize Earnout Stockholder will have the right to receive a number of Securitize Earnout Shares (rounded down to the nearest whole number divisible by two (2)) (“Stockholder Earnout Portion”) equal to the product of (a) the number of Securitize Earnout Shares issued multiplied by (b) a fraction, (i) the numerator of which is the number of shares of Securitize Common Stock held by such Securitize Earnout Stockholder (including shares of Securitize Common Stock that have been designated as shares of Securitize Class A Common Stock and shares of Securitize Common Stock underlying Securitize Warrants and Securitize Equity Awards held by such Securitize Earnout Stockholder, and giving effect to the Conversions) immediately prior to the Effective Time and (ii) the denominator of which is the total number of shares of Securitize Common Stock outstanding (including shares of Securitize Common Stock underlying Securitize Warrants and Securitize Equity

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Awards, and giving effect to the Conversions) immediately prior to the Effective Time; provided that the Stockholder Earnout Portion of the Securitize Earnout Shares will be subject to adjustment in accordance with the terms of the Business Combination Agreement as follows:

• holders of unvested Securitize Options immediately prior to the Closing will not receive any Securitize Earnout Shares in respect of any Securitize Options to the extent that the corresponding Assumed Options have been forfeited by their terms prior to the issuance of the relevant Securitize Earnout Shares, and any Securitize Earnout Shares that are not issued as a result of such forfeiture will be issued to the other Securitize Earnout Stockholders on a pro-rata basis;

• if any Securitize Earnout Shares would be allocated to holders of unvested Securitize Options or unexercised Securitize Warrants as of immediately prior to the Closing and, as of the time such Securitize Earnout Shares are issued, the corresponding Assumed Options or Assumed Warrants remain outstanding but have not yet vested or been exercised, respectively, then such Securitize Earnout Shares will be set aside and either (x) upon the vesting of such Assumed Options or exercise of such Assumed Warrants, be delivered to the holder of such Assumed Options or Assumed Warrants or (y) upon the forfeiture or termination of such Assumed Options or Assumed Warrants, be issued to the other Securitize Earnout Stockholders on a pro rata basis; and

• any issuance of Securitize Earnout Shares in respect of Securitize Options will be subject to withholding.

Issuance of Securitize Earnout Shares

During the period starting on the ninetieth (90th) day after Closing and ending on the fifth (5th) anniversary of the Closing Date (the “Measurement Period”), the Securitize Earnout Stockholders will have the right to receive, and PubCo will issue, their respective Stockholder Earnout Portion of the applicable Securitize Earnout Shares (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations and similar transactions occurring after Closing, including to account for any equity securities into which Securitize Earnout Shares are exchanged or converted during such time) if one or more of the following thresholds is satisfied during the Measurement Period (each, an “Issuance Threshold”):

• One-third (1/3) of the Securitize Earnout Shares will be issued if the VWAP of a share of PubCo Common Stock, as reported on NYSE or such other national stock exchange on which the PubCo Common Stock is listed for trading, equals or exceeds fifteen dollars ($15.00) for any twenty (20) trading days within a thirty (30) trading day period during the Measurement Period;

• One-third (1/3) of the Securitize Earnout Shares will be issued if the VWAP equals or exceeds twenty dollars ($20.00) for any twenty (20) trading days within a thirty (30) trading day period during the Measurement Period; and

• One-third (1/3) of the Securitize Earnout Shares will be issued if the VWAP equals or exceeds twenty-five dollars ($25.00) for any twenty (20) trading days within a thirty (30) trading day period during the Measurement Period.

In addition, the Securitize Earnout Shares are subject to early issuance if, and only if, prior to the expiration of the Measurement Period and before the Issuance Thresholds are met, PubCo consummates a merger, consolidation, business combination, tender offer, reorganization, recapitalization or other transaction or series of related transactions in which holders of shares of PubCo Common Stock have the right to receive cash or publicly listed securities in exchange for their shares and the Transaction Consideration Value of such cash or securities (on a per-share basis) equals or exceeds one or more of the Issuance Thresholds. In such case, immediately prior to the consummation of such transaction, PubCo will issue to the Securitize Earnout Stockholders the lesser of (a) the number of Securitize Earnout Shares that would have been issued if the value of such cash or publicly listed security consideration had been the VWAP for any twenty (20) trading days within a thirty (30) trading day period during the Measurement Period and (b) the remaining Securitize Earnout Shares that remain unissued as of such date.

To the extent any amount of Securitize Earnout Shares has not been issued on or before the end of the Measurement Period due to failure to satisfy the Issuance Thresholds, the Securitize Earnout Stockholders will have no future rights to receive any such unissued Securitize Earnout Shares.

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Representations and Warranties of the Parties

Securitize Material Adverse Effect

Certain representations and warranties of Securitize under the Business Combination Agreement are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a “Securitize Material Adverse Effect” means any event, state of facts, development, change, circumstance, occurrence or effect (each, an “Event”) that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of Securitize and its subsidiaries (collectively, the “Securitize Entities” and each a “Securitize Entity”), taken as a whole, or (ii) the ability of any of the Securitize Entities, PubCo or SPAC Merger Sub to consummate the CEPT Merger, the Securitize Merger and the other Transactions or to perform its obligations under the Business Combination Agreement or any Ancillary Document to which it is a party or bound; provided, however, that with respect to clause (i), in no event will any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Securitize Material Adverse Effect”:

a) Any enactment of, or change or proposed change in, any applicable laws or GAAP, or interpretation thereof following the date of the Business Combination Agreement.

b) Any change in interest rates or economic, political, business or financial market conditions generally.

c) The taking of any action expressly required to be taken under the Business Combination Agreement or any Ancillary Document.

e) Any acts of terrorism or war (whether or not declared), sabotage, civil unrest, terrorism, curfews, public disorder, riots, the outbreak or escalation of hostilities, geopolitical conditions, local, regional, state, nation, or international political conditions, or social conditions.

f) Any failure in and of itself of any Securitize Entity to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided that the exception in this clause (f) will not prevent or otherwise affect a determination that any Event underlying such change has resulted in or contributed to a Securitize Material Adverse Effect).

g) Any action taken by or at the express written request of an authorized officer of CEPT (other than actions contemplated by the Business Combination Agreement or any Ancillary Document).

h) Any matter existing as of the date of the Business Combination Agreement to the extent expressly set forth on the Securitize Disclosure Schedules.

i) Changes or conditions generally affecting the industries in which Securitize or its subsidiaries operate.

j) Any change in the price or relative value of, or the trading volume (including any halt or suspension in trading) on any exchange of, any digital currency, cryptocurrency or other blockchain-based tokens or assets, including Bitcoin (provided that the exception in this clause will not prevent or otherwise affect a determination that any Event underlying such change has resulted in or contributed to a Securitize Material Adverse Effect).

k) Any change in existence or legality of any digital currency or cryptocurrency, or any other blockchain-based token or asset, or any halt or suspension in trading of any such digital currency or cryptocurrency on any exchange, in each case, including Bitcoin (provided that the exception in this clause (k) will not prevent or otherwise affect a determination that any Event underlying such change has resulted in or contributed to a Securitize Material Adverse Effect).

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l) Any change to block structure, methods and rules for adding transactions to the blockchain, methods for processing and adding new blocks, mining or staking rewards, or algorithms of any digital currency, cryptocurrency or other blockchain-based tokens or assets, including any “halving”, or the affects thereof (provided that the exception in this clause (l) will not prevent or otherwise affect a determination that any Event underlying such change has resulted in or contributed to a Securitize Material Adverse Effect).

m) Any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets).

The exceptions in clauses (a), (b), (j), (k), (l) and (m) above will be taken into account in the determination of whether there has been, or would reasonably be expected to be, a Securitize Material Adverse Effect to the extent that such Event has a disproportionate and adverse effect on the Securitize Entities, taken as a whole, relative to other participants in the industries or geographical areas in which such persons operate.

CEPT Material Adverse Effect

Certain representations and warranties of CEPT under the Business Combination Agreement are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a “CEPT Material Adverse Effect” means any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of CEPT or (ii) the ability of CEPT to consummate the Transactions; provided, however, that in no event will any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “CEPT Material Adverse Effect”:

a) Any enactment of, or change or proposed change in, any applicable laws or GAAP, or interpretation thereof following the date of the Business Combination Agreement.

b) Any change in interest rates or economic, political, business or financial market conditions generally.

c) The taking of any action expressly required to be taken under the Business Combination Agreement or any Ancillary Document.

d) Any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic, pandemic, disease or outbreak (including any binding interpretations of an applicable governmental authority with respect thereto following the date of the Business Combination Agreement), acts of nature or change in climate.

e) Any acts of terrorism or war (whether or not declared), sabotage, civil unrest, terrorism, riots, the outbreak or escalation of hostilities, geopolitical conditions, local, regional, state, national, or international political conditions, or social conditions.

f) Any action taken by or at the express written request of an authorized officer of Securitize (other than actions contemplated by the Business Combination Agreement or any Ancillary Document).

g) Any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets).

h) The consummation and effects of any redemption pursuant to the Redemption Rights or the failure to obtain the Required Shareholder Approval.

i) Any Events generally applicable to blank check companies or the market in which blank check companies operate.

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j) Any matter as of the date of the Business Combination Agreement to the extent expressly set forth on the CEPT Disclosure Schedules.

k) Any change in the price or relative value of, or the trading volume (including any halt or suspension in trading) on any exchange of, any digital currency, cryptocurrency or other blockchain-based tokens or assets, including Bitcoin (provided that the exception in this clause (k) will not prevent or otherwise affect a determination that any Event underlying such change has resulted in or contributed to a CEPT Material Adverse Effect).

l) Any change in existence or legality of any digital currency or cryptocurrency, or any other blockchain-based token or asset, or any halt or suspension in trading of any such digital currency or cryptocurrency on any exchange, in each case, including Bitcoin (provided that the exception in this clause (l) will not prevent or otherwise affect a determination that any Event underlying such change has resulted in or contributed to a CEPT Material Adverse Effect).

m) Any change to block structure, methods and rules for adding transactions to the blockchain, methods for processing and adding new blocks, mining or staking rewards, or algorithms of any digital currency, cryptocurrency or other blockchain-based tokens or assets, including any “halving”, or the affects thereof (provided that the exception in this clause (m) will not prevent or otherwise affect a determination that any Event underlying such change has resulted in or contributed to a CEPT Material Adverse Effect).

n) Any Events that are cured by CEPT prior to the CEPT Closing.

The exceptions in clauses (a), (b), (g), (i), (k), (l) and (m) above will be taken into account in determining whether a CEPT Material Adverse Effect has occurred or could reasonably be expected to occur to the extent such Event has a disproportionate and adverse effect on CEPT relative to other blank check companies.

Representations and Warranties of CEPT

The Business Combination Agreement contains customary representations and warranties made by CEPT to Securitize, PubCo and SPAC Merger Sub. These representations and warranties are subject to materiality, “CEPT Material Adverse Effect,” knowledge and other similar qualifications in many respects, and expire at the Securitize Closing. These representations and warranties made by CEPT have been made solely for the benefit of Securitize, PubCo and SPAC Merger Sub, and no other persons. Such representations and warranties relate to the following topics in respect of CEPT:

• corporate organization, good standing, corporate power and qualification;

• authorization to enter into the Business Combination Agreement and to complete the contemplated transactions, and the effectuation of required corporation actions of the board of CEPT in respect thereof;

• governmental and regulatory consents necessary in connection with the Business Combination;

• absence of conflicts with organizational documents, applicable laws and contracts as a result of entering into the Business Combination Agreement or consummating the Business Combination;

• capitalization;

• proper filing of documents with the SEC, accuracy of CEPT financial statements, absence of undisclosed liabilities and presence and maintenance of internal accounting controls and procedures;

• no litigation or orders, and presence of necessary permits;

• absence of certain changes;

• compliance with applicable laws;

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• taxes and returns;

• employees and employee benefit plans;

• properties;

• material contracts;

• transactions with Affiliates;

• finders and brokers;

• compliance with applicable anti-corruption laws, anti-money laundering laws and sanctions;

• insurance;

• no additional representations and warranties;

• accuracy of information supplied in connection with public filings;

• Trust Account;

• matters relating to the PIPE Subscription Agreements; and

• activities of Company Merger Sub since formation.

CEPT also made representations and warranties to Securitize, PubCo and SPAC Merger Sub with respect to Company Merger Sub, including (i) organization and good standing of Company Merger Sub, (ii) authorization of Company Merger Sub to enter into the Business Combination Agreement and to complete the contemplated transactions, and the effectuation of required corporation actions of the board of Company Merger Sub in respect thereof, (iii) governmental and regulatory consents necessary in connection with the Business Combination, (iv) capitalization, (v) no additional representations and warranties, and (vi) (as noted above) activities of Company Merger Sub since formation.

Representations and Warranties of PubCo

The Business Combination Agreement contains customary representations and warranties made by PubCo to CEPT, Company Merger Sub and Securitize. These representations and warranties are subject to materiality, knowledge and other similar qualifications in many respects, and expire at the Securitize Closing. These representations and warranties made by PubCo have been made solely for the benefit of CEPT, Company Merger Sub and Securitize, and no other persons. Such representations and warranties relate to the following topics in respect of PubCo:

• corporate organization, good standing, corporate power and qualification;

• authorization to enter into the Business Combination Agreement and to complete the contemplated transactions and the effectuation of required corporation actions of the board of PubCo in respect thereof;

• governmental and regulatory consents necessary in connection with the Business Combination;

• absence of conflicts with organizational documents, applicable laws and contracts as a result of entering into the Business Combination Agreement or consummating the Business Combination;

• capitalization;

• activities of PubCo and SPAC Merger Sub since incorporation;

• absence of certain changes;

• no actions, judgements or orders;

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• finders and brokers;

• ownership of PubCo Common Stock;

• no registration or regulation as an “investment company” within the meaning of the Investment Company Act;

• matters relating to the PIPE Subscription Agreements;

• accuracy of information supplied in connection with public filings; and

• no additional representations and warranties.

PubCo also made representations and warranties to CEPT, Company Merger Sub and Securitize with respect to SPAC Merger Sub, including (i) organization and good standing of SPAC Merger Sub, (ii) authorization of SPAC Merger Sub to enter into the Business Combination Agreement and to complete the contemplated transactions and the effectuation of required corporation actions of the board of SPAC Merger Sub in respect thereof, (iii) governmental and regulatory consents necessary in connection with the Business Combination, (iv) absence of conflicts with organizational documents, applicable laws or contracts, (v) capitalization, (vi) (as noted above) activities of SPAC Merger Sub since incorporation, (vii) absence of certain changes, (viii) no actions, judgements or orders, (ix) finders and brokers, (x) matters relating to the PIPE Subscription Agreements, (xi) accuracy of information supplied in connection with public filings, and (xii) no additional representations and warranties.

Representations and Warranties of Securitize

The Business Combination Agreement contains customary representations and warranties made by Securitize, on behalf of itself and the other Securitize Entities, to CEPT, PubCo, SPAC Merger Sub and Company Merger Sub. These representations and warranties are subject to materiality, “Securitize Material Adverse Effect,” knowledge and other similar qualifications in many respects, and expire at the Securitize Closing. These representations and warranties made by Securitize have been made solely for the benefit of CEPT, PubCo, SPAC Merger Sub and Company Merger Sub, and no other persons. Such representations and warranties relate to the following topics in respect of the Securitize Entities:

• corporate organization, good standing, corporate power and qualification;

• capitalization, including with respect to each Securitize Entity;

• governmental and regulatory consents necessary in connection with the Business Combination;

• absence of conflicts with organizational documents, applicable laws and contracts as a result of entering into the Business Combination Agreement or consummating the Business Combination;

• accuracy of Securitize financial statements, presence and maintenance of internal accounting controls and procedures, absence of undisclosed liabilities and preparation of financial projections in good faith using assumptions believed to be reasonable;

• absence of certain changes;

• compliance with applicable laws;

• presence of applicable permits;

• no litigation,

• material contracts;

• intellectual property;

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• taxes and returns;

• real property;

• personal property;

• employee matters;

• Securitize benefit plans;

• environmental matters;

• transactions with related persons;

• insurance;

• data protection and cybersecurity;

• digital asset platform and operations;

• books and records;

• compliance with applicable anti-corruption laws, anti-money laundering laws, sanctions and trade laws;

• no registration or regulation as an “investment company” within the meaning of the Investment Company Act;

• matters relating to the PIPE Subscription Agreements;

• exemption from applicable antitakeover provisions and absence of antitakeover plans or agreements at any of the Securitize Entities;

• finders and brokers;

• accuracy of information supplied in connection with public filings; and

• no additional representations and warranties.

Covenants of the Parties

As described in further detail below, the Business Combination Agreement also contains certain covenants of the Parties, which do not survive the Closing (other than those that are to be performed after the Closing).Certain of the covenants are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

Conduct of Business Prior to Closing by the Securitize Entities, PubCo and SPAC Merger Sub

During the Interim Period, Securitize has agreed to, and has agreed to cause each of the other Securitize Entities, PubCo and SPAC Merger Sub to, except (i) as consented to by CEPT in writing (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as expressly permitted or required by the Business Combination Agreement or the Ancillary Documents (including in connection with any PIPE Investment), (iii) as required by applicable law, (iv) as set forth in the Securitize Disclosure Schedules or (v) for the incurrence of Securitize transaction expenses, operate the Securitize business in the ordinary course of business consistent with past practice.

In addition, during the Interim Period, Securitize has also agreed not to, and has agreed to cause each of the other Securitize Entities, PubCo and SPAC Merger Sub not to, except (a) as expressly permitted or required by the Business Combination Agreement or the Ancillary Documents or as set forth in the Securitize Disclosure Schedules, or (b) as required in connection with the Transactions or by applicable law, take any of the following actions without

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the prior written consent of CEPT (such consent not to be unreasonably withheld, conditioned or delayed, other than with respect to those actions set forth in clauses (iii) and (xi)(F) below, with respect to which CEPT may withhold, condition or delay such consent in its discretion):

i. amend, waive or otherwise change their respective organizational documents (other than for administrative or de minimis changes);

ii. except for the issuance of Securitize Common Stock upon the exercise of outstanding Securitize Options or as a result of the Conversions, (A) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities; (B) grant any options, warrants, convertible equity instruments or other equity-based awards that relate to the equity of any Securitize Entity, PubCo or SPAC Merger Sub, including any awards that may be cash-settled upon vesting; or (C) amend, modify or waive any of the terms or rights set forth in any Securitize Equity Awards, including any amendment, modification or reduction of the exercise, conversion or warrant price set forth therein;

iii. make or declare any dividend or distribution to the shareholders or members (as applicable) of any Securitize Entity or PubCo or SPAC Merger Sub, or make any other distributions in respect of any of such person’s capital stock or equity interests, except (A) dividends and distributions by a wholly owned subsidiary of a Securitize Entity to such Securitize Entity or another wholly owned subsidiary of such Securitize Entity and (B) repurchases of awards under the Securitize Benefit Plan in the ordinary course of business consistent with past practice in connection with any termination of employment or other services;

iv. split, combine, recapitalize or reclassify (or otherwise amend any terms of) any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests (except for any such transaction by a wholly-owned subsidiary of a Securitize Entity that remains a wholly-owned subsidiary of such Securitize Entity after consummation of such transaction), or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

v. incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise), other than indebtedness under Securitize’s existing revolving debt facility documents, the principal amount of which does not exceed $10,000,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business consistent with past practice), or guarantee or endorse any indebtedness, liability or obligation of any person;

vi. purchase, repurchase, redeem or otherwise acquire any issued and outstanding equity interests of any Securitize Entity or PubCo or SPAC Merger Sub, except for (A) transactions between a Securitize Entity and any wholly owned subsidiary of such Securitize Entity and (B) repurchases of awards under the Securitize Benefit Plan in the ordinary course of business consistent with past practice in connection with any termination of employment or other services;

vii. sell, assign, lease, license, transfer, convey, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights, except for transactions solely among the Securitize Entities;

viii. acquire any ownership interest in any real property;

ix. adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

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x. acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the equity or assets of, any corporation, partnership, association, joint venture or other business organization or division thereof with a fair market value in excess of $5,000,000 in any individual transaction (or series of related transactions) or $25,000,000 in the aggregate;

xi. except (with respect to clauses (A)-(E)) to the extent consistent with the ordinary course actions of Securitize in the last twelve months prior to the date of this Agreement, or as required by applicable Law or expressly required under the terms of any Securitize Benefit Plan as of the date of the Business Combination Agreement, (A) grant any bonuses, whether monetary or otherwise, or increase any wages, salary, severance, gratuity, pension or other compensation or benefits in respect of its employees, officers, directors, managers, or contract workers, (B) except as expressly set forth in the Securitize Disclosure Schedules, hire any employee or contract worker, except, in the ordinary course of business consistent with past practice for employees or contractor workers with an annual base salary not to exceed $250,000, (C) terminate any employee or contractor worker entitled by contract, policy, or practice to any severance payments or benefits (other than as required by applicable law), (D) materially change the terms of employment or terminate, any officer, executive, or management-level employees, (E) conduct any group termination, reduction in force, plant closing, or mass layoff of employees, or (F) accelerate the vesting or payment of any compensation or benefit for any employee, officer, manager, or contract;

xii. except for the Securitize Written Consent and related approvals of the Transactions, enter into any agreement, understanding or arrangement with respect to the voting of equity securities of Securitize, PubCo or SPAC Merger Sub;

xiii. adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any Securitize Entity or PubCo or SPAC Merger Sub, merge or consolidate with any person or be acquired by any person, or file for bankruptcy in respect of any Securitize Entity or PubCo or SPAC Merger Sub;

xiv. waive, release, settle, compromise or otherwise resolve any action, lawsuit, investigation or any other proceeding by or before any governmental authority, except in the ordinary course of business consistent with past practice or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $500,000 in the aggregate;

xv. limit the right of any Securitize Entity to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or grant any exclusive rights to any person;

xvi. enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any related person (other than compensation and benefits and advancement of expenses to employees in the ordinary course of business consistent with past practice);

xvii. make or rescind any material election relating to taxes, settle any action, lawsuit, investigation or any other proceeding by or before any governmental authority relating to material taxes, file any material amended tax return or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in the ordinary course of business consistent with past practice;

xviii. except in the ordinary course of business consistent with past practice, (A) sell, exclusively license, transfer or assign to any person (or enter into any contract to sell, license, transfer or assign to any person) any material owned intellectual property; (B) abandon, dispose of, permit to lapse or fail to preserve any registered or applied-for material owned intellectual property (other than statutory expirations) (C) disclose any material Securitize source code to any person (other than providing access to Securitize source code to current employees, contract workers and service providers of the Securitize Entities involved in the development of Securitize services or Securitize software or otherwise on a need to know basis in connection with the operation of the business of the Securitize Entities); or (D) disclose any material trade secrets included in the Securitize intellectual property to any person who has not entered into a written confidentiality agreement or is not otherwise subject to confidentiality obligations;

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xix. (A) except as expressly set forth in the Securitize Disclosure Schedules, enter into any contract that would, if entered into prior to the date of the Business Combination Agreement, be a Securitize material contract; (B) enter into any transaction or contract with a Securitize Stockholder or any of their respective family members or other related persons that would require disclosure of transactions with such person under Item 404 of Regulation S-K promulgated by the SEC; (C) except in the ordinary course of business consistent with past practice, materially modify, materially amend, or waive, release or assign any material rights or claims under any Securitize material contract of the type referred to in clause (A) or (B) above; or (D) extend or terminate any Securitize material contract of the type referred to in clause (A) or (B) above (other than renewals or extensions in the ordinary course of business consistent with past practice;

xx. acquire, apply, register or file for any new permit, or amend any permit, except, in each case, where such permit would not materially delay the Transactions or materially and adversely affect the business of Securitize; or

xxi. authorize or agree to do any of the foregoing actions.

Conduct of Business Prior to Closing by CEPT and Company Merger Sub

During the Interim Period, CEPT has agreed to, and has agreed to cause Company Merger Sub to, except (i) as consented to by Securitize in writing (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as expressly contemplated, permitted or required by the Business Combination Agreement or the Ancillary Documents, (iii) as set forth in the CEPT Disclosure Schedules, or (iv) as required in connection with the Transactions or applicable law, conduct their businesses, in all material respects, in the ordinary course of business consistent with past practice.

In addition, during the Interim Period, CEPT has also agreed not to, and has agreed to cause Company Merger Sub not to, except (a) as contemplated by the Business Combination Agreement or the Ancillary Documents or as set forth in the CEPT Disclosure Schedules, or (b) as required in connection with the Transactions or by applicable law, take any of the following actions without the prior written consent of Securitize (such consent not to be unreasonably withheld, conditioned or delayed):

i. amend, waive or otherwise change its organizational documents (other than for administrative or de minimis changes);

ii. authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

iii. subdivide, consolidate, capitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

iv. (excluding the incurrence of any CEPT transaction expenses) incur, create, assume, prepay, repay or otherwise become liable for any indebtedness (directly, contingently or otherwise), fees or expenses in excess of $1,000,000 individually or $10,000,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any person;

v. make or rescind any material election relating to taxes, settle any action, lawsuit, investigation or any other proceeding by or before any governmental authority relating to taxes, file any amended tax return or claim for refund, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in the ordinary course of business consistent with past practice;

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vi. amend or otherwise modify, terminate, waive or assign or delegate (as applicable) any material right or obligation under any CEPT material contract (other than amendments or other modifications, terminations, waivers, assignments or delegations of or with respect to contracts with related persons otherwise governed by clause (v) above or enter into any new contract that would be a CEPT material contract;

vii. other than drawings on the loans made or to be made to CEPT by the Sponsor for the purpose of financing costs and expenses incurred in connection with the initial public offering of CEPT Class A Common Shares, a Business Combination or other working capital expenditures of CEPT, including pursuant to the Sponsor Loan and the Sponsor Note (the “CEPT Loans”) (or any other outstanding promissory notes owed to Sponsor and other affiliates of CEPT) or as expressly required by the Sponsor Support Agreement, enter into, renew, amend, waive or terminate (other than terminations in accordance with their terms) any contracts, arrangements or transactions with any related person, including any Ancillary Document to which CEPT or any related person is a party;

viii. fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

ix. establish any subsidiary or enter into any new line of business;

x. revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP, and after consulting CEPT’s outside auditors;

xi. waive, release, assign, settle or compromise any action, lawsuit, investigation or any other proceeding by or before any governmental authority (including any action, lawsuit, investigation or other proceeding relating to the Business Combination Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, CEPT) not in excess of $500,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any action, lawsuit, investigation or any other proceeding by or before any governmental authority or any other liabilities or obligations, unless such amount has been reserved in the financial statements contained or incorporated by reference in the SEC filings made by CEPT;

xii. acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, company, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice;

xiii. adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the CEPT Merger);

xiv. voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $500,000 in the aggregate (excluding the incurrence of any CEPT transaction expenses) other than pursuant to the terms of a contract (a) in existence as of the date of the Business Combination Agreement and disclosed to Securitize (including in the SEC Reports) or (b) entered into in the ordinary course of business consistent with past practice or in accordance with the terms of this clause (xiv) during the Interim Period;

xv. sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; or

xvi. authorize or agree to do any of the foregoing actions.

No Solicitation

During the Interim Period, the Parties agreed (a) to immediately cease (and to instruct their respective representatives to immediately cease) all existing discussions, negotiations and communications with any persons with respect to any Acquisition Proposal, (b) not to (and to instruct their respective representatives not to), directly or indirectly, (i) initiate, seek, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing any

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nonpublic information), whether publicly or otherwise, any inquiries with respect to, or the making or submission of, an Acquisition Proposal, (ii) enter into or engage in negotiations or discussions with, or provide any nonpublic information or access to the business, properties, assets, books or records of any of the Securitize Entities, PubCo, CEPT, SPAC Merger Sub or Company Merger Sub to, any person (other than a Party to the Business Combination Agreement) relating to or for the purposes of encouraging or facilitating any Acquisition Proposal (other than to state that the terms of the Business Combination Agreement prohibit such discussions), (iii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity interests of any Party to the Business Combination Agreement, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement or similar agreement or contract relating to any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing (or authorize or permit any of its representatives to take any such action; and (c) terminate access to any data room (virtual or actual) of any third party who has made or indicated an interest in making an Acquisition Proposal, not provide any new third party with access to any such data room and demand the return or destruction of all confidential information provided to third parties pursuant to confidentiality agreements entered into in connection with a potential Acquisition Proposal.

The term “Acquisition Proposal” as used in this section means:

• as to Securitize, PubCo or SPAC Merger Sub, other than the Transactions and other than any acquisition or disposition of non-material assets in the ordinary course of business consistent with past practice, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 15% or more of the consolidated assets of such person and its subsidiaries or (ii) 15% or more of any class of equity or voting securities of (x) such person or (y) one or more subsidiaries of such person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such person and its subsidiaries, in each case, whether such transaction takes the form of a sale of equity interests or other securities, assets, merger, consolidation, issuance of debt securities or convertible securities, warrants, management contract, joint venture or partnership; (b) any take-over bid, issuer bid, tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity or voting securities of (i) such person or (ii) one or more subsidiaries of such person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such person and its subsidiaries; or (c) a merger, amalgamation, consolidation, share exchange, business combination, arrangement, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such person or (ii) one or more subsidiaries of such person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such person and its subsidiaries; and

• as to CEPT, other than the Transactions, a “Business Combination” as defined in the CEPT Memorandum and Articles.

Registration Statement

Pursuant to the Business Combination Agreement, the Parties agreed (a) as promptly as practicable after the date of the Business Combination Agreement, PubCo, Securitize and CEPT would jointly prepare, and, as promptly as practicable after completion of Securitize’s audited financial statements pursuant to and in accordance with the requirements of the Business Combination Agreement (including delivery of Securitize’s 2024 financials audited by KPMG LLP and audited in accordance with PCAOB standards), file with the SEC this Registration Statement; (b) that this Registration Statement would include a proxy statement of CEPT for soliciting proxies from CEPT Shareholders to vote on the Proposals at the Meeting and to take all reasonable and necessary actions to satisfy legal requirements in connection with this Registration Statement, the Meeting, and the redemption process for Public Shareholders.

CEPT also agreed that, once this Registration Statement is effective (such date, the “Effective Date”), it would, acting through the CEPT Board or a committee thereof, as soon as practicable after the Effective Date, set a record date and distribute the Registration Statement to CEPT Shareholders and then call and convene the Meeting within 30 days of the Effective Date. CEPT further agreed to use its commercially reasonable efforts to solicit from the CEPT Shareholders proxies or votes in favor of the approval of the CEPT Shareholder Approval Matters.

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In connection with the distribution of the Proxy Statement and the Meeting, CEPT agreed to recommend to the CEPT Shareholders that they vote in favor of (a) the approval of the Business Combination Agreement and the Transactions as a Business Combination, (b) the approval of the Proposals at the Meeting and (c) the adoption and approval of such other matters as Securitize and CEPT mutually determine to be necessary to effect the Transactions (the “CEPT Board Recommendation”). In addition, CEPT agreed that the CEPT Board will not change, withdraw, withhold, qualify or modify its recommendation to the CEPT Shareholders (a “Modification in Recommendation”) unless there is an Intervening Event (an “Intervening Event Change in Recommendation”) and CEPT follows the procedures described below.

Under the Business Combination Agreement, an “Intervening Event” is defined as any material and negative event after the date of the Business Combination Agreement that (i) was not known and was not reasonably foreseeable to the CEPT` Board as of the date of the Business Combination Agreement (or the consequences or magnitude of which were not reasonably foreseeable to the CEPT Board as of the date of the Business Combination Agreement), which becomes known to the CEPT Board prior to the Meeting, and (ii) does not relate to and excludes, whether alone or in combination, (A) any Acquisition Proposal (solely with respect to CEPT), (B) the Transactions and/or of the Business Combination Agreement or any Ancillary Document (or any actions taken pursuant to the Business Combination Agreement or any Ancillary Document, including obtaining all consents required to be obtained from any governmental authority or any other person), (C) any change in the price or trading volume of CEPT Class A Ordinary Shares, and (D) any action filed or threatened against CEPT or any member of the CEPT Board arising out of or related to the Transactions by any person (provided that the exceptions in clauses (C) and (D) will not prevent or otherwise affect a determination that any Event underlying such change or action (or referred to in such action) has resulted in or contributed to an Intervening Event).

The CEPT Board may at any time prior to, but not after, obtaining the Required Shareholder Approval, make an Intervening Event Change in Recommendation if the CEPT Board determines in good faith, based on the advice of its legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the CEPT Board, provided that:

(i) Securitize has received written notice from CEPT of CEPT’s intention to make an Intervening Event Change in Recommendation at least five (5) Business Days prior to the taking of such action by CEPT (the “Intervening Event Notice Period”), which notice will specify the applicable Intervening Event in reasonable detail (including the facts and circumstances providing the basis for the determination by the CEPT Board to effect such Intervening Event Change in Recommendation);

(ii) during the Intervening Event Notice Period and prior to making an Intervening Event Change in Recommendation, if requested by Securitize, CEPT and its representatives will have negotiated in good faith with Securitize and its representatives regarding any revisions or adjustments proposed by Securitize to the terms and conditions of the Business Combination Agreement as would enable the CEPT Board to proceed with its recommendation of the Business Combination Agreement and the Transactions and not make such Intervening Event Change in Recommendation;

(iii) CEPT and its representatives shall have provided to Securitize and its representatives all applicable information with respect to such Intervening Event reasonably requested by Securitize to permit Securitize to propose revisions to the terms of the Business Combination Agreement; and

(iv) if Securitize requested negotiations in accordance with the above, the CEPT Board may make an Intervening Event Change in Recommendation only if the CEPT Board, after considering in good faith any revisions or adjustments to the terms and conditions of the Business Combination Agreement that Securitize has, prior to the expiration of the five (5) Business Day period, offered in writing in a manner that would form a binding contract if accepted by CEPT (and the other applicable parties), continues to determine in good faith, based on the advice of legal counsel, that failure to make an Intervening Event Change in Recommendation would be a breach of its fiduciary duties to the CEPT Shareholders under applicable law.

The Parties agreed that during an Intervening Event Notice Period, the obligations of CEPT and/or the CEPT Board to make filings with the SEC with respect to the proposals contemplated herein, to give notice for or to convene a meeting, or to make a recommendation, will be tolled to the extent reasonably necessary until such time as CEPT has filed an update to this Registration Statement with the SEC (which CEPT will file as promptly as

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practicable after the Intervening Event Change in Recommendation), and in the event a filing and/or notice for a meeting was made prior to the Intervening Event Notice Period, CEPT will be permitted to adjourn such meeting and to amend such filing as necessary in order to provide sufficient time for CEPT Shareholders to consider any revised recommendation.

CEPT agreed that, to the fullest extent permitted by applicable law, (i) CEPT’s obligations to establish a record date for, duly call, give notice of, convene and hold the Meeting will not be affected by any Modification in Recommendation, (ii) CEPT will establish a record date for, duly call, give notice of, convene and hold the Meeting and submit the CEPT Shareholder Approval Matters for approval by the CEPT Shareholders, and (iii) if the Required Shareholder Approval is not obtained at the Meeting, then CEPT will promptly continue to take all such reasonably necessary actions, and hold additional extraordinary general meetings of CEPT Shareholders, in order to obtain the Required Shareholder Approval.

Post-Closing PubCo Board of Directors and Executive Directors

The Parties agreed to take all necessary actions to ensure that, effective as of the Closing, (i) the PubCo Board consists of individuals designated by Securitize prior to the Closing and (ii) the persons designated by Securitize pursuant to the Business Combination Agreement (and such other persons as may be designated by Securitize) are elected or appointed, as applicable, to such position of officers of PubCo as mutually agreed, to serve in such positions, in each case until successors are duly appointed and qualified in accordance with the PubCo organizational documents and applicable Law.

Indemnification of Directors and Officers and Tail Insurance

Each Party agreed that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of CEPT, the Securitize Entities, PubCo, Company Merger Sub or SPAC Merger Sub (the “D&O Indemnified Persons”) as provided in their respective organizational documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and CEPT, the Securitize Entities, PubCo, Company Merger Sub or SPAC Merger Sub, will survive the Closing. For a period of six years after Effective Time, PubCo’s, SPAC Merger Sub’s and each Securitize Entity’s organizational documents will contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth in such documents as of the date of the Business Combination Agreement. This covenant survives the Closing.

To the extent not covered by the existing directors’ and officers’ insurance of CEPT or, from and after the Effective Time, the CEPT D&O Tail Insurance, and further only to the extent not covered (or excluded) by the indemnity and exculpatory provisions contained in the CEPT Memorandum, PubCo has agreed to indemnify, defend and hold harmless the current directors of CEPT (and their heirs and legal representatives) to the fullest extent permitted by applicable law, from, against and in respect of any and all losses, liabilities, damages, penalties, amounts paid in settlement, costs and expenses paid, suffered or incurred by, or imposed upon, any such director that arise out of or result from any shareholder action relating to the board’s failure to make a Modification in Recommendation in response to an adverse and material event involving CEPT and occurring after the date of the Business Combination Agreement, which becomes known to the CEPT Board after the date of the Business Combination Agreement and prior to the Meeting.

Prior to the Effective Time, CEPT will be permitted to obtain, and PubCo has agreed to fully pay the premium for, a “tail” insurance policy for the benefit of CEPT’s directors and officers that provides coverage for up to six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the “CEPT D&O Tail Insurance”), by exercising the right to purchase the six-year “tail” run-off coverage under CEPT’s current policy, or on terms substantially equivalent to and in any event not less favorable in the aggregate than CEPT’s existing coverage (or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event will PubCo be required to pay an aggregate premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium currently payable by CEPT with respect to such current policy; provided, further, that if the aggregate premium of such insurance coverage exceeds such amount, CEPT will be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount from insurance carriers with the same or better credit rating as SPAC’s current insurance provider).

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Prior to the Effective Time, Securitize will be permitted to obtain and fully pay the premium for a “tail” insurance policy (at an aggregate cost that is borne by Securitize or PubCo) for the benefit of Securitize’s directors and officers that provides coverage for up to six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the “Securitize D&O Tail Insurance”), by exercising the right to purchase the six-year “tail” run-off coverage under Securitize’s current policy, or on terms substantially equivalent to and in any event not less favorable in the aggregate than Securitize’s existing coverage (or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that in no event will PubCo or Securitize pay an aggregate premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium currently payable by Securitize with respect to such current policy; provided, further, that if the aggregate premium of such insurance coverage exceeds such amount, Securitize will be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount from insurance carriers with the same or better credit rating as Securitize’s current insurance provider).

PIPE Investments

Each of CEPT, Securitize and PubCo agreed to use commercially reasonable efforts to take all actions and do all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Subscription Agreements, and exercising its respective right to specifically enforce the PIPE Subscription Agreements pursuant to the terms thereof.

Other Covenants

The Business Combination Agreement contains other covenants and agreements of the Parties to the Business Combination Agreement, including covenants related to:

• Securitize, PubCo and SPAC Merger Sub, subject to certain specified restrictions and conditions, providing CEPT and its representatives (and causing its own respective representatives to provide CEPT and its representatives) reasonable access to their offices, facilities, employees, contracts, books, records and other information of or pertaining to PubCo, the Securitize Entities or SPAC Merger Sub as reasonably requested by CEPT or its representatives;

• CEPT, subject to certain specified restrictions and conditions, providing Securitize and PubCo, and their respective representatives (and causing its own representatives to provide Securitize, PubCo and their respective representatives) reasonable access to their offices, facilities, employees, contracts, books, records and other information of or pertaining to CEPT or Company Merger Sub as reasonably requested by Securitize or PubCo, or their respective representatives;

• Securitize and PubCo delivering annual and interim financial statements fairly presenting the financial position and results of operations of Securitize and PubCo, as applicable, as of such dates or for such periods, in accordance with GAAP, to CEPT on the dates specified in the Business Combination Agreement, in particular:

• delivering the audited and/or reviewed financial statements of Securitize and PubCo required for the initial filing of this Registration Statement within thirty (30) days after the date of the Business Combination Agreement; and

• delivering the 2024 financials audited by KPMG LLP in accordance with PCAOB auditing standards within forty-five (45) days after the date of the Business Combination Agreement.

• CEPT keeping current and timely filing all reports required to be filed or furnished with the SEC and otherwise complying in all material respects with its reporting obligations under applicable securities laws;

• each of CEPT, Securitize and PubCo using its respective commercially reasonable efforts to cause (a) PubCo’s initial listing application(s) with Nasdaq or NYSE (as applicable) in connection with the Transactions to have been approved, (b) PubCo to satisfy all applicable initial listing requirements of

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Nasdaq or NYSE (as applicable) and (c) the PubCo Common Stock issuable in accordance with the Business Combination Agreement to be approved for listing on Nasdaq or NYSE (as applicable), subject to official notice of issuance, in each case, prior to the CEPT Merger Effective Time;

• PubCo using reasonable best efforts to provide former shareholders of CEPT with information reasonably required to file required tax forms and each Party using its reasonable best efforts to cause the Transactions to qualify for the Parties’ intended tax treatment;

• each of Securitize, PubCo and SPAC Merger Sub not trading CEPT securities while in possession of material non-public information of CEPT;

• each Party giving prompt notice to others of, among other matters:

• any notice or other communication in writing from any third party alleging that the consent of such third party is or may be required in connection with the Transactions;

• any event or development that would reasonably be expected to cause or result in any of the conditions to either Party’s obligation to consummate the Transactions (as set forth in the Business Combination Agreement) (a) not being satisfied, or (b) the satisfaction of such closing condition being materially delayed; and

• the commencement or threat, in writing, of any action, lawsuit, investigation or any other proceeding by or before any governmental authority against such Party or its affiliates (or their respective properties or assets or, to such Party’s Knowledge, against any officer, director, partner, member or manager in his, her or its capacity as such) with respect to the consummation of the Transactions;

• each Party using its commercially reasonable efforts, and cooperating fully with each other Party, to take all actions and do all things reasonably necessary, proper or advisable under applicable laws and regulations to expeditiously, and in any event, prior to the Outside Date (as defined below), consummate the Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Transactions; provided that

• in furtherance of the foregoing, to the extent required under the HSR Act or any other applicable antitrust law, each of CEPT, PubCo and Securitize have agreed to make any required filing or application under such antitrust laws, as applicable, including preparing and making an appropriate filing pursuant to the HSR Act with respect to the Transactions as promptly as practicable; to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to applicable antitrust laws; and to take all other actions reasonably necessary, proper or advisable to cause the granting of approval or consent by the applicable governmental authority as soon as practicable following the date of the Business Combination Agreement, including using their respective commercially reasonable efforts to cooperate in connection with any filing or submission and to keep the other Parties reasonably informed of any material communications received from any governmental authority (among other obligations);

• if any objections are asserted with respect to the Transactions under any applicable law or any action is instituted or threatened to be instituted by any applicable governmental authority or any private person challenging any of the Transactions as violative of any applicable laws, each of CEPT, PubCo and Securitize will use its commercially reasonable efforts to resolve any such objection or action so as to timely permit consummation of the Transactions; and

• prior to Closing, each of CEPT, PubCo and Securitize will use its commercially reasonable efforts to obtain any consents of governmental authorities or other third parties as may be necessary for the consummation of the Transactions;

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• each Party further cooperating with each other and using their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part to consummate the Transactions as soon as reasonably practicable;

• subject to the terms set forth in the Business Combination Agreement, confidentiality restrictions on use of the other Parties’ confidential information and restrictions on the making of public announcements by the Parties relating to the Business Combination Agreement and the Transactions;

• coordination with respect to estimates of the cash proceeds, expenses and Securitize Exchange Ratio calculations and underlying calculations of consideration payable to Securitize Stockholders, and the payment of expenses and CEPT Loans at Closing;

• the Parties taking all necessary and reasonably requested actions to cause the CEPT Class A Ordinary Shares to be delisted from Nasdaq (or to be succeeded by the shares of PubCo Common Stock) and to terminate CEPT’s registration with the SEC, in each case, as of the Closing;

• the Parties causing PubCo’s Organizational Documents to be in substantially the forms attached to the Business Combination Agreement at or prior to Closing;

• by no later than the CEPT Closing, (i) CEPT and Sponsor terminating the existing registration rights agreement between the Sponsor and CEPT, and (ii) PubCo, certain Securitize Stockholders and the Sponsor entering into the Amended Registration Rights Agreement, in each case effective as of the Securitize Closing;

• by no later than the CEPT Closing, PubCo, CEPT and each of the Securitize Stockholders entering into a Lock-up Agreement to be effective as of the Securitize Closing (or the Securitize Stockholders will be required to enter into a Lock-up Agreement as a condition to receive the Per Share Merger Consideration as set forth in the Business Combination Agreement);

• on or prior to the CEPT Merger Effective Time, PubCo approving and adopting (subject to approval by the shareholders of PubCo prior to the CEPT Merger Effective Time) (i) the Incentive Plan to be effective in connection with, and subject to the consummation of, the Securitize Closing, and (ii) an employee stock purchase plan (the “ESPP”), to be effective in connection with, and subject to the consummation of, the Securitize Closing, the terms of which will be customary for a new public company; provided that, notwithstanding what terms may be deemed customary for a new public company, the number of shares of PubCo Common Stock initially reserved for issuance under the Incentive Plan and ESPP will be equal to 8% and 2%, respectively, of the total number of the shares of PubCo Common Stock outstanding immediately following the Closing, and the Incentive Plan will have an evergreen provision of 5%; and provided, further, that the Incentive Plan and ESPP will be subject to the prior written consent of CEPT, not to be unreasonably withheld, conditioned or delayed;

• Securitize and PubCo advising CEPT as promptly as practicable, and CEPT advising Securitize as promptly as practicable, as the case may be, of any action, lawsuit, investigation or any other proceeding by or before any governmental authority commenced (or to the Knowledge of Securitize or CEPT, as applicable, threatened) on or after the date of the Business Combination Agreement against such Party or its affiliates relating to the Business Combination Agreement, the Mergers of any of the other Transactions (“Stockholder Litigation”), and such Party keeping the other Party reasonably informed regarding any such Stockholder Litigation; and

• subject to applicable securities laws and regulations, during the Interim Period, CEPT considering in good faith the potential for tokenizing its securities and exploring opportunities, structures, and regulatory frameworks (in each case, at Securitize’s sole cost and expense) that would permit such tokenization, provided that any such exploration will not delay, hinder, or condition the consummation of the Transactions.

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Conditions to the Parties’ Obligations to the Closing

Conditions to Each Party’s Obligations (subject to written waiver by CEPT and Securitize where permissible)

The obligations of the Parties to consummate (or cause to be consummated) the Transactions are subject to the following mutual conditions, which may not be waived:

• the receipt of the Required Shareholder Approval;

• the consummation of the Transactions not being prohibited by any applicable law or order of any governmental authority that is then in effect (whether such law or order is temporary, preliminary or permanent);

• the effectiveness of the Registration Statement;

• the expiration of all waiting periods (and any extensions thereof) under the HSR Act applicable to the Transactions (or the early termination of any such waiting period having been granted); and

• the shares of PubCo Common Stock having been conditionally approved for listing on Nasdaq or NYSE, as applicable, and, immediately following the Closing, PubCo satisfying any applicable initial and continuing listing requirements of Nasdaq or NYSE, as applicable, and not having received any notice of non-compliance therewith, and the shares of PubCo Common Stock having been approved for listing on Nasdaq or NYSE, as applicable.

Conditions to Obligations of Securitize, PubCo and SPAC Merger Sub (subject to written waiver by Securitize where permissible)

The obligations of Securitize, PubCo and SPAC Merger Sub to consummate the Transactions are subject to the following additional conditions, which may be waived by Securitize, PubCo and SPAC Merger Sub:

• the representations and warranties of CEPT being true and correct, subject to the applicable materiality standards contained in the Business Combination Agreement,

• material compliance by CEPT with its applicable pre-closing covenants,

• there having been no occurrence of any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a CEPT Material Adverse Effect, and

• the total cash proceeds amount from the PIPE Investment calculated in accordance with the terms of the Business Combination Agreement being no less than the minimum cash amount of $100,000,000.

Conditions to Obligations of CEPT (subject to written waiver by CEPT where permissible)

The obligations of CEPT to consummate the Transactions are subject to the following additional conditions, which may be waived by CEPT:

• the representations and warranties of Securitize and PubCo being true and correct, subject to the applicable materiality standards contained in the Business Combination Agreement;

• material compliance by Securitize, PubCo and SPAC Merger Sub with their respective pre-closing covenants;

• the Securitize Written Consent having been obtained and delivered to CEPT and remaining in full force and effect as of the Closing;

• there having been no occurrence of any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Securitize Material Adverse Effect; and

• the Lock-up Agreements, duly executed by a number of sufficient Securitize Stockholders to meet the approval requirement set forth in the Business Combination Agreement, being delivered by Securitize to CEPT at the Closing.

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Termination and Effects of Termination

The Business Combination Agreement contains certain termination rights for different Parties. If the Business Combination Agreement is validly terminated pursuant to the grounds described below, the Business Combination Agreement will become void without any liability on the part of any of the Parties thereto or their respective representatives, except in the case of willful and material breach of any representation, warranty, covenant or obligation under the Business Combination Agreement or a claim of fraud of a Party. However, confidentiality, waiver of claims against the Trust Account and certain other technical provisions will continue in effect notwithstanding termination of the Business Combination Agreement. No Party is required to pay a termination fee or reimburse any other Party for its expenses as a result of a termination of the Business Combination Agreement.

Mutual Termination Rights

The Business Combination Agreement may be terminated and the Transactions may be abandoned by:

• mutual written consent of CEPT and Securitize;

• subject to certain limitations, either CEPT or Securitize if any conditions to the Closing under the Business Combination Agreement have not been satisfied or waived by the Outside Date, provided that in the event of a delay in delivery to CEPT of financial statements required to be delivered pursuant to the Business Combination Agreement, (i) CEPT will have the right to extend the Outside Date by a number of days equal to the number of days such financial statements were delayed, and (ii) if CEPT does not exercise its right to extend the Outside Date pursuant to the prior clause (i), subject to Securitize’s compliance with its obligation to use commercially reasonable efforts to deliver such financial statements, Securitize will have the right to extend the Outside Date by up to thirty (30) days (and, in the event the Outside Date is extended pursuant to either clause (i) or (ii), the term “Outside Date” as used in the Business Combination Agreement will be deemed to refer to such date as so extended);

• subject to certain limitations, either CEPT or Securitize, if a governmental authority has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; or

• written notice by either CEPT or Securitize, if the Meeting is held (including any adjournments or postponements thereof) and has concluded, CEPT Shareholders have duly voted and the Required Shareholder Approval was not obtained.

Securitize’s Termination Rights

The Business Combination Agreement may be terminated and the Transactions may be abandoned by Securitize:

• if subject to certain limitations, CEPT has materially breached any of its representations, warranties, covenants or agreements or if any representation or warranty of CEPT has become materially untrue or materially inaccurate and such breach or inaccuracy is incapable of being cured or is not cured within the timeframe described under the Business Combination Agreement; or

• within ten (10) Business Days after there has been a Modification in Recommendation.

CEPT’s Termination Rights

The Business Combination Agreement may be terminated and the Transactions may be abandoned by CEPT:

• if, subject to certain limitations, Securitize or PubCo has materially breached any of its representations, warranties, covenants or agreements or if any representation or warranty of Securitize or PubCo has become materially untrue or materially inaccurate and the breach or inaccuracy is incapable of being cured or is not cured within the timeframe described under the Business Combination Agreement; or

• if the Securitize Written Consent is at any time following the date of the Business Combination Agreement terminated, rendered invalid or otherwise is no longer in full force and effect.

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Trust Account Waiver

Each of Securitize, PubCo and SPAC Merger Sub agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in CEPT’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).

Amendments

The Business Combination Agreement may be amended or modified only by execution of a written instrument signed by each of CEPT, PubCo, SPAC Merger Sub, Securitize and Company Merger Sub. Certain amendments affecting the issuance of Company Earnout Shares are also subject to the affirmative written consent of the independent directors of the Board.

Specific Performance

The parties agreed that they will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Business Combination Agreement and to enforce specifically the terms and provisions thereof, in each case, without posting a bond or undertaking and without proof of damages, which rights are in addition to any other remedy to which they are entitled at law or in equity.

Other Transaction Agreements

Shareholder Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, CEPT, PubCo, Securitize and certain Securitize Stockholders entered into the Shareholder Support Agreement, pursuant to which, among other things, the Securitize Stockholders party to the Shareholder Support Agreement agreed (i) not to transfer their Securitize Shares, and to vote their Securitize Shares in favor of the Business Combination Agreement and the Transactions (including by execution of a written consent), (ii) not to facilitate any Company Acquisition Proposal (as defined in the Business Combination Agreement), (iii) to terminate certain shareholders agreements with Securitize (with certain exceptions), effective immediately prior to Closing, and (iv) to release the Sponsor, CEPT, Securitize, and their subsidiaries from pre-Closing claims, subject to customary exceptions.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, CEPT, the Sponsor, PubCo and Securitize entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed (i) to vote its CEPT Ordinary Shares in favor of the Business Combination Agreement and the Transactions and each of the CEPT Shareholder Approval Matters, (ii) vote its CEPT Ordinary Shares against (a) any Acquisition Proposal (as defined in the Business Combination Agreement), (b) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by CEPT (other than the Transactions), (c) any change in the business of CEPT, and (d) any proposal, action or agreement involving CEPT that would or would reasonably be expected to jeopardize the Transactions, (iii) to comply with the restrictions imposed by the Insider Letter, including the restrictions on transferring and redeeming CEPT Ordinary Shares in connection with the Transactions, (iv) to waive the anti-dilution rights of the issued and outstanding CEPT Class B Ordinary Shares set forth in the CEPT Memorandum and Articles, (v) to surrender, for no consideration, up to 30% of its CEPT Class B Ordinary Shares immediately prior to, and conditioned upon, the consummation of the CEPT Merger (such number of Surrendered CEPT Shares to be determined pursuant to a formula taking into account the number of CEPT Redeemed Shares and the gross proceeds from the PIPE Investments exceeding $100.0 million), and (vi) subject to and conditioned upon the Closing, agree that any loans outstanding from the Sponsor to CEPT shall be repaid either in cash or in CEPT Class A Ordinary Shares at $10.00 per share as determined by the Sponsor.

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In addition, Sponsor agreed to subject the Sponsor Earnout Shares to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earnout during the Earnout Period, with one-third of such shares vesting in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing.

The parties also agreed to modify the lock-up applicable to the CEPT Class B Ordinary Shares set forth in the Insider Letter so that all of the Post-Combination Founder Shares that the Sponsor will receive in the CEPT Merger in exchange for the CEPT Class A Ordinary Shares it receives upon conversion of its CEPT Class B Ordinary Shares are subject to a 180 days lock-up, subject to certain exceptions and with early release for release events including a PubCo sale, change of control, going private transaction or delisting after the Closing. In addition, (i) one-third of such shares are released if the VWAP of PubCo Common Stock exceeds $12.50 for 20 out of any 30 trading days beginning 90 days after the Closing, (ii) one-third of such shares being released if the VWAP of PubCo Common Stock exceeds $15.00 for 20 out of any 30 trading days, and (iii) one-third of such shares being released if the VWAP of PubCo Common Stock exceeds $17.50 for 20 out of any 30 trading days, in each case, subject to early release for release events including a PubCo sale, change of control, going private transaction or delisting after the Closing.

PIPE Subscription Agreements

Contemporaneously with the execution of the Business Combination Agreement, CEPT, PubCo and Securitize entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22.5 million PIPE Shares at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million. PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

The closing of the PIPE Investment is contingent upon the satisfaction of all closing conditions to consummate the Transactions and the PIPE Investors’ consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic benefits of the PIPE Investors, among other customary closing conditions.

Pursuant to the PIPE Subscription Agreements, PubCo has agreed to certain obligations to register and maintain the registration of the shares of PubCo Common Stock into which the PIPE Shares are converted, including that, within 30 calendar days after the Closing, PubCo will file with the SEC (at PubCo’s sole cost and expense) a registration statement registering the resale of the shares of PubCo Common Stock into which the PIPE Shares are converted, and PubCo shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in any event no later than 90 calendar days after the Closing, which may be extended by a maximum of 90 calendar days depending on the level of SEC review involved.

Each PIPE Subscription Agreement shall terminate and be void and of no further force and effect upon the earliest to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (ii) the mutual written agreement of the respective parties to terminate such agreement; or (iii) October 27, 2026.

Amended and Restated Registration Rights Agreement

Concurrently with the Closing, the Sponsor, CEPT, PubCo and certain Securitize Stockholders will enter into the Amended and Restated Registration Rights Agreement pursuant to which PubCo will (i) assume the registration obligations of CEPT under such registration rights agreement, with such rights applying to the shares of PubCo Common Stock and (ii) provide registration rights with respect to the resale of shares of PubCo Common Stock held by the Sponsor and the Securitize Stockholders party thereto.

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Lock-Up Agreements

Concurrently with the Closing, as a condition to receiving their shares of PubCo Common Stock in the Securitize Merger, each Securitize Stockholder will enter into a Lock-Up Agreement with PubCo, pursuant to which each such Securitize Stockholder will agree that 118,247,742 shares of PubCo Common Stock received by them in connection with the Transactions (representing approximately 69% of the total issued and outstanding shares of PubCo Common Stock following the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination) and any other securities convertible into or exercisable or exchangeable for PubCo Common Stock held by them immediately after the Closing will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. The shares of PubCo Common Stock held by each Securitize Stockholder will be locked up until 180 days following the Closing, with (i) one-third of such shares being released if the VWAP of PubCo Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after the Closing, (ii) one-third of such shares being released if the VWAP of PubCo Common Stock exceeds $17.50 for 20 out of any 30 trading days, and (iii) one-third of such shares being released if the VWAP of PubCo Common Stock exceeds $20.00 for 20 out of any 30 trading days, in each case, subject to early release for release events including a PubCo sale, change of control, going private transaction or delisting after the Closing.

The foregoing lock-up restrictions do not apply to the following permitted transfers (provided that for transfers covered by clauses (i)–(vii) below, the transferee of such permitted transfer executes and delivers to PubCo an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of the Lock-Up Agreement and that Restricted Securities will not be transferred any further except in accordance with the Lock-Up Agreement):

(i) in the case of an entity, transfers (A) to another entity that is an affiliate of the holder, (B) as part of a distribution to members, partners or stockholders of holder and (C) to officers or directors of holder, any affiliate or family member of any of holder’s officers or directors, or to any members, officers, directors or employees of holder or any of its affiliates;

(ii) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person;

(iii) to a charitable organization;

(iv) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;

(v) in the case of an individual, transfers pursuant to a qualified domestic relations order;

(vi) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;

(vii) transfers to satisfy any U.S. federal, state or local income tax obligations of holder (or its direct or indirect owners) to the extent necessary to cover any tax liability as a direct result of the Transactions;

(viii) transactions related to PubCo Common Stock acquired in open market transactions after the Closing, provided, that no such transaction is required to be, or is publicly announced, during the lock-up period;

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(ix) the exercise of any option to purchase PubCo Common Stock but, for the avoidance of doubt, any PubCo Common Stock received upon exercise of options, will remain subject to the restrictions of the Lock-Up Agreement during the lock-up period;

(x) transfers to PubCo to satisfy tax withholding obligations pursuant to PubCo’s equity incentive plans or arrangements;

(xi) the establishment at any time after the Closing, by a holder of a trading plan providing for the sale of PubCo Common Stock that meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, that no sales of Restricted Securities shall be made by such holder pursuant to such trading plan during the lock-up period and no public announcement or filing is voluntarily made regarding such plan during the lock-up period;

(xii) transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of PubCo stockholders having the right to exchange their PubCo Common Stock for cash, securities or other property subsequent to the Closing; or

(xiii) solely with respect to Mr. Domingo, a pledge of a number of shares of PubCo Common Stock with a market value equal to no more than $10.0 million (calculated based on the price of a share of PubCo Common Stock on the principal exchange on which such securities are then listed or quoted (as reported on Bloomberg) as of or for the period required under the applicable lending agreement in a transaction as collateral to secure his obligations in respect of the advance of cash to payoff certain amounts owing from Mr. Domingo to Securitize at Closing.

Agreements with CF&Co.

CF&Co. was the lead underwriter for the CEPT IPO and was paid a cash underwriting discount of $4,800,000 in connection with the CEPT IPO.

On May 1, 2025, CEPT and CF&Co. entered into the Business Combination Marketing Agreement, pursuant to which CEPT engaged CF&Co. as an advisor in connection with an initial business combination to assist CEPT in holding meetings with CEPT Shareholders to discuss the a potential initial business combination and the acquisition target’s attributes, introduce CEPT to potential investors that are interested in purchasing CEPT securities and assist CEPT with its press releases and public filings in connection with an initial business combination. CEPT will pay CF&Co. a cash fee of $8,400,000 for such services upon the consummation of an initial business combination, including the Business Combination.

On September 25, 2025, PubCo, CEPT and Securitize entered into the PIPE Engagement Letter with CF&Co. and Citi, pursuant to which they engaged CF&Co. and Citi as the co-placement agents for the PIPE Investment. For the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in the PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize).

On October 10, 2025, CEPT entered into the M&A Engagement Letter, pursuant to which CEPT engaged CF&Co. as its exclusive financial advisor for the Business Combination. Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value, and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing).

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Proposal No. 1 — The Business Combination Proposal

General

CEPT Shareholders are being asked to approve the Business Combination Agreement and the Business Combination. CEPT Shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, a copy of which is attached hereto as Annex A. Please see the section entitled “The Business Combination — The Business Combination Agreement” and “Summary of the Proxy Statement/Prospectus — The Transactions — Related Agreements” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this Proposal.

CEPT may consummate the Business Combination only if (i) the Business Combination Proposal is approved by an ordinary resolution, being a resolution passed at the Meeting by the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum), and (ii) the Merger Proposal is approved by a special resolution, being a resolution passed at the Meeting by the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum).

If any of those Proposals is not approved by CEPT Shareholders, the Business Combination will not be consummated, unless waived by the parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

Headquarters; Listing of Securities

After completion of the transactions contemplated by the Business Combination Agreement:

• the corporate headquarters and principal executive offices of PubCo will be located at 78 SW 7th Street, Suite 500, Miami, FL 33130; and

• if PubCo’s application for listing is approved, shares of PubCo Common Stock will be traded on NYSE under the symbol “SECZ.”

Background of the Business Combination

The terms of the Business Combination are the result of arm’s-length negotiations between representatives of CEPT and Securitize. The following chronology summarizes the key meetings and events that led to the signing of the Business Combination Agreement. This chronology does not purport to catalogue every correspondence among representatives of CEPT and Securitize.

CEPT is a blank check company incorporated as a Cayman Islands exempted company on November 11, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On May 5, 2025, CEPT consummated the CEPT IPO and began its search for an acquisition target. During its search process, CEPT formally evaluated approximately four business combination opportunities across several business sectors, including, among others, cryptocurrencies, tokenization and consumer products. With respect to the companies it evaluated, CEPT executed non-disclosure agreements with three potential target businesses (including Securitize) and entered into substantive discussions with two of the four potential target businesses and their key stockholders. Among the potential targets CEPT had substantive discussions with, CEPT executed two letters of intent (including one with Securitize), as further described below. During CEPT’s search for a business combination target, management of CEPT kept members of the CEPT Board apprised of the details of such business combination opportunities, including overviews of the businesses, terms of the proposed business combinations, and material discussions with such businesses.

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On March 13, 2025, Carlos Domingo, the Chief Executive Officer of Securitize, was introduced to CF&Co. employees in a meeting in the course of such employees providing investment banking services to another client of CF&Co. Mr. Domingo provided such CF&Co. employees with a general overview of Securitize’s business at such time and they agreed to keep in contact in the future.

In April 2025, a majority holder (the “Company A Shareholder” and subsequently, the “Target A Shareholder”) of a consumer products company (“Company A” and subsequently, “Target A”) contacted representatives of Cantor by email seeking to set up a meeting to discuss a potential business combination involving Company A. CEPT was not was not involved in the March 13, 2025 meeting with Securitize or the April 2025 email from the Company A Shareholder.

On May 12, 2025, an initial meeting was held among representatives of the Company A Shareholder, Cantor and CF&Co. to discuss Company A.

On May 20, 2025, an introductory meeting was held among representatives of the Company A Shareholder and Company A with CF&Co. where they discussed a potential business combination involving a SPAC sponsored by an affiliate of Cantor (“Proposed Transaction A”). Following that meeting, representatives of CEPT and additional representatives of CF&Co. became involved in discussions and negotiations among the Target A Shareholder, Target A, CEPT and CF&Co. regarding Proposed Transaction A.

In May 2025 (after the consummation of the CEPT IPO), representatives of CF&Co. and the Chief Executive Officer of CEPT engaged in preliminary discussions with a potential sponsor group (“Company B”) of a business combination opportunity in the cryptocurrency industry (“Proposed Transaction B”).

On May 23, 2025, CEPT executed a non-disclosure agreement with Target A.

On June 3, 2025, employees of CF&Co., in the ordinary course of their investment banking business, and representatives of Securitize had a call where Securitize provided such employees of CF&Co. with an update on Securitize’s business.

On June 6, 2025, CEPT executed a non-binding letter of interest with Target A.

From early June 2025 to mid-July 2025, representatives of CEPT and CF&Co., acting on behalf of CEPT, commenced initial business diligence on Target A, participated in a number of business diligence sessions with representatives of Target A, performed additional due diligence on Target A and held discussions regarding the structuring of Proposed Transaction A.

On each of June 12, 2025 and June 27, 2025, employees of CF&Co.’s investment banking and structured products businesses and representatives of Securitize had calls to discuss Securitize, its business and the ways in which CF&Co. could work with Securitize, including assisting Securitize in a capital raising transaction.

In July 2025, representatives of CF&Co. were contacted by representatives of Company B who desired to reengage in discussions regarding Proposed Transaction B. CEPT determined that Proposed Transaction B represented a more attractive opportunity for CEPT shareholders. Representatives of CF&Co. and the Target A Shareholder discussed the potential for CEP III, instead of CEPT, to pursue Proposed Transaction A.

Effective as of July 14, 2025, CEPT and Target A terminated their letter of interest. CF&Co. introduced Target A to CEP III, following which they signed a letter of interest on July 15, 2025.

From early to late July 2025, CF&Co., on behalf of CEPT, continued discussions regarding Proposed Transaction B. In late July 2025, CEPT and Company B decided not to pursue Proposed Transaction B.

On July 29, 2025, employees of CF&Co.’s investment banking and structured products businesses and representatives of Securitize had another call to discuss Securitize, its business and the ways in which CF&Co. could work with Securitize, including assisting Securitize in a capital raising transaction. The parties also discussed the possibility of Securitize pursuing a de-SPAC transaction to facilitate greater access to capital by becoming a publicly-traded entity.

On July 31, 2025, representatives of CF&Co. made a presentation to Securitize and two of its stockholders on the state of the de-SPAC market and CF&Co.’s experience and capabilities in the SPAC market.

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Shortly after the July 31, 2025 call, Securitize confirmed to CF&Co. its potential interest in pursuing a de-SPAC transaction and advised CF&Co. that it was in the process of engaging Citi to serve as a financial advisor on the potential de-SPAC transaction. At that time, CF&Co. suggested to Securitize that CEPT might be a suitable de-SPAC partner.

On August 4, 2025, CEPT was made aware of the opportunity with Securitize by CF&Co.

On August 5, 2025, CEPT sent a non-disclosure agreement to Securitize, which the parties negotiated and executed on that date. The parties subsequently scheduled a meeting for August 8, 2025 to discuss Securitize’s business and potential transaction opportunities in greater detail.

On August 7, 2025, Securitize sent CF&Co. a corporate presentation detailing Securitize’s business in advance of the August 8, 2025 meeting.

On August 8, 2025, representatives of CF&Co., Securitize and Citi, Securitize’s investment banking advisor, met to discuss the corporate presentation and the potential de-SPAC transaction. The parties discussed the entry by Securitize and CEPT entering into a non-binding letter of intent (an “LOI”) to set forth the material terms of a potential de-SPAC transaction between such parties; representatives from Citi indicated Securitize and its advisors would prepare and share a draft LOI with representatives of CF&Co. the following week (the week of August 11, 2025).

On August 11, 2025, representatives of CF&Co. and Citi held a call to discuss overall potential transaction process and timing.

On August 20, 2025, representatives of CF&Co. and Securitize had a call to discuss additional detail around a potential transaction.

On August 26, 2025, Mr. Domingo met with representatives of CF&Co. at CF&Co.’s offices in Manhattan, New York. Mr. Domingo presented Securitize’s business and industry outlook and expressed Securitize’s interest in engaging in a potential transaction with CEPT. The parties also discussed their respective desires to work quickly towards a potential transaction and, if Securitize determined to engage in a de-SPAC transaction, Securitize’s desire to quickly select the SPAC that Securitize desires to move forward with in such a transaction. Following later discussions, Securitize selected CEPT as the potential partner to engage in a de-SPAC transaction.

During these August 2025 meetings and discussions between representatives of Securitize and CF&Co., representatives of CF&Co. and representatives of CEPT began their evaluation of Securitize, which included, among other things, an initial evaluation of Securitize’s business, business model, technology and the market valuations for companies similar to Securitize.

On August 29, 2025, Citi, on behalf of Securitize, sent CEPT a form of LOI which included a proposed pre-transaction equity value of Securitize of $1.25 billion along with an earnout for an additional 5% of such amount (equal to $62.5 million), with one-third of the earnout vesting based on the VWAP of PubCo of $15.00, $20.00 and $25.00. The LOI also proposed that the parties would seek to raise approximately $150 million in a private placement, that the Sponsor forfeit up to 60% of its CEPT Founder Shares based on redemptions, that 50% of the remaining CEPT Founder Shares vest at the Closing and that the remaining 50% of the CEPT Founder Shares vest based on the VWAP of PubCo of $12.50, $15.00 and $17.50.

On September 4, 2025, CEPT sent Securitize a revised LOI, which bracketed the proposed equity value, adjusted the potential forfeiture of CEPT Founder Shares by the Sponsor to be up to 30% based on redemptions, with 70% of the remaining CEPT Founder Shares vesting at the Closing and 30% being subject to the earnout.

Between September 5, 2025 and September 17, 2025, the parties exchanged drafts of the LOI, discussed various provisions in the LOI and agreed on the final terms of the LOI. Key matters discussed, negotiated and agreed by the parties included the equity value of Securitize, the amount of the potential PIPE Investment, the lock-up period applicable to the shares of PubCo Common Stock to be received by Securitize Stockholders (and potential early release events) and similar restrictions on the Sponsor’s shares of PubCo Common Stock received in exchange for the CEPT Founder Shares, a minimum available cash condition tied to the amount of proceeds from the PIPE Investment, the forfeiture and earnout provisions applicable to the Sponsor’s CEPT Founder Shares, the exclusivity provisions in the letter of intent, and the costs and expenses of the proposed business combination. CEPT’s

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management was prepared to move forward with a potential transaction if there was sufficient interest from investors in the PIPE Investment (taking into account the $1.25 billion equity value plus the earnout based on the valuation of industry comparables). The PIPE Investment ultimately received $225 million of commitments, which was in excess of the $150 million contemplated by the LOI.

On September 9, 2025, Citi provided CEPT and certain of its representatives with access to a virtual data room (the “Data Room”) containing initial due diligence materials.

On September 16, 2025, the CEPT Board was provided an update on CEPT’s search for a business combination, was apprised that CEPT had begun discussions with Securitize regarding a potential business combination with Securitize, and was provided the then current version of the LOI, a presentation prepared by CF&Co. and a presentation prepared by Securitize.

Further on September 16, 2025, CEPT engaged Hughes Hubbard & Reed LLP (“HHR”) as its legal counsel for the proposed business combination.

Additionally on September 16, 2025, CF&Co. and Citi held a kick-off call regarding the Transactions.

On September 17, 2025, CF&Co., on behalf of CEPT, sent Securitize an initial due diligence request list setting forth the initial materials of Securitize that CEPT wanted to review. In response to such request, Securitize uploaded additional documents into the Data Room for CEPT’s review. CEPT updated this due diligence request list from time to time during the course of the diligence of Securitize and Securitize and Citi provided additional materials in the Data Room and via e-mail in response to CEPT’s requests and CF&Co., CEPT, and their respective advisors performed due diligence in furtherance of the proposed PIPE Investment and business combination.

On September 17, 2025, the CEPT Board held a special meeting. In addition to all of the members of the CEPT Board, the meeting was attended by officers of CEPT and representatives of the Sponsor and CF&Co. At the special meeting, the CEPT Board was provided background information on Securitize and discussed the proposed terms of the business combination between Securitize and CEPT, including Securitize’s $1.25 billion equity value plus the earnout. By a unanimous vote of the CEPT Board, the CEPT Board authorized the execution of the LOI by CEPT.

On September 18, 2025, CEPT and Securitize executed the LOI. The LOI contemplated a $1.25 billion pre-money equity value for Securitize, an aggregate potential earnout of PubCo Common Stock equal to 5% of the equity, the forfeiture of up to 30% of the Sponsor’s CEPT Founder Shares at closing (based on redemptions), and earnout provisions applicable to up to 30% of the Sponsor’s remaining CEPT Founder Shares, and a six month lock-up (subject to early release as provided therein) applicable to the shares of PubCo Common Stock to be received by Securitize Stockholders. The LOI also contemplated a PIPE Investment of approximately $150 million, with a minimum available cash condition of at least $100 million of gross proceeds being raised in the PIPE Investment.

Beginning on September 19, 2025 and continuing through execution of the Business Combination Agreement, the CEPT management team, its legal and financial advisors and representatives of the Sponsor engaged in due diligence of Securitize, including reviewing the materials in the Data Room, requesting additional documentation, reviewing additional information provided, and holding multiple due diligence video and telephonic conference calls with Securitize’s management team, employees and advisors. Additional information was provided in the Data Room and via e-mail and a number of follow-up diligence calls were hosted as requested by CEPT. During due diligence, CEPT and Securitize discussed, among other things, an overview of Securitize and its current and future product and service offerings, Securitize’s technology, operations, sales and marketing, corporate legal structure, compliance, licenses and regulatory matters, material contracts, intellectual property, historical, current and projected financial condition, employment structure, human resources and related matters, ongoing economic and contractual relationships with its key partners and other diligence matters. In addition, CEPT and its advisors and representatives received demonstrations of Securitize’s software and customer and issuer interfaces. Such diligence continued as requested by CEPT through negotiation and finalization of the Business Combination Agreement and Ancillary Documents.

On September 19, 2025, HHR and Davis Polk & Wardwell LLP (“DPW”), Securitize’s legal counsel, discussed the PIPE Investment, the LOI, the Business Combination Agreement and certain Ancillary Documents and the allocation of drafting responsibility between legal counsel.

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Between September 22, 2025 and September 24, 2025, CEPT, Securitize, Citi and CF&Co., and each of their respective counsel, negotiated the terms and conditions of the PIPE Engagement Letter, which such terms included the identity of any PIPE Investors for which Citi and CF&Co. would not be entitled to receive placement agent fees.

On September 22, 2025, the CEPT Audit Committee was given an update on the proposed transaction and advised that the parties were in the process of negotiating the PIPE Engagement Letter which, when in substantially final form, would be provided to the CEPT Audit Committee for its review and approval.

On September 24, 2025, the CEPT Audit Committee was provided the final draft of the PIPE Engagement Letter, and the CEPT Audit Committee approved the entry by CEPT into the PIPE Engagement Letter.

On September 25, 2025, CEPT, Securitize, Citi and CF&Co. executed the PIPE Engagement Letter and on September 25, 2025, Citi and CF&Co. began “wall-crossing” prospective PIPE Investors to gauge their interest in a potential PIPE Investment. Over the next few weeks, Citi and CF&Co. obtained indications of interest from prospective PIPE Investors.

On September 29, 2025, DPW sent HHR and Skadden, Arps, Slate, Meagher & Flom LLP, Citi and CF&Co.’s legal counsel for the PIPE Investment, a draft of the form of PIPE Subscription Agreement. Between September 29, 2025 and October 6, 2025, the parties circulated revised drafts of the form of PIPE Subscription Agreement and on October 6, 2025, the form of PIPE Subscription Agreement was uploaded to a data room maintained for prospective PIPE Investors.

On October 7, 2025, HHR sent DPW an initial draft of the Business Combination Agreement. In connection therewith, HHR and DPW discussed the timing and process for the proposed transaction, including the general parameters related to the Ancillary Documents.

From October 7, 2025 through October 27, 2025, representatives of CEPT and Securitize, and members of their respective legal and financial advisors, conducted various telephonic conferences regarding the terms of the Business Combination Agreement and exchanged drafts and negotiated the terms of the Business Combination Agreement and the Ancillary Documents, including the disclosures schedules to the Business Combination Agreement, the Shareholder Support Agreement, the Sponsor Support Agreement, and the forms of the Lock-up Agreement, Amended and Restated Registration Rights Agreement, PubCo Charter and PubCo Bylaws.

During this time, the parties negotiated and resolved all open items in the Business Combination Agreement and the Ancillary Documents. The principal points that were resolved included the finalization of the inclusions and exclusions in the $1.25 billion equity value and in calculating the exchange ratio determining the number of shares of PubCo Common Stock the Securitize Stockholders would receive in exchange for their Securitize Shares, the right of the CEPT Board to change its recommendation to CEPT Shareholders to vote in favor of the Proposals, the terms of the lock-ups (and triggers for early release) applicable to the PubCo Common Stock held after the Mergers by the Securitize Stockholders and the Sponsor, the scope of representations and disclosures by Securitize under the Business Combination Agreement, restrictions on changes to Securitize during the interim period between signing of the Business Combination Agreement and the Closing, the Sponsor’s rights in respect of enforcing PubCo’s obligations under the Business Combination Agreement and Ancillary Documents, the forfeiture and earnout provisions applicable to the Sponsor’s CEPT Founder Shares, and the terms of the earnout (and potential early earnout triggers) for shares of PubCo Common Stock potentially issuable to the Securitize Stockholders.

On October 10, 2025, the CEPT Audit Committee was provided with the final draft of the M&A Engagement Letter for its review and approval, the CEPT Audit Committee approved the entry by CEPT into the M&A Engagement Letter, and CEPT and CF&Co. entered into the M&A Engagement Letter.

On October 20, 2025, the CEPT Board was provided an update on the status of the Business Combination and related negotiations and transactions and then current drafts of the Business Combination Agreement and investor presentation in connection with the PIPE Investment.

On October 24, 2025, a final form of PIPE Subscription Agreement was uploaded to the data room maintained for prospective PIPE Investors, with changes reflecting comments received that were accepted by Securitize and CEPT. Citi and CF&Co. requested prospective PIPE Investors provide their final subscription amounts (and executed PIPE Subscription Agreements) by October 24, 2025, pending execution of the Business Combination Agreement and the Ancillary Documents (including the PIPE Subscription Agreements) by Securitize and CEPT.

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On October 24, 2025, the CEPT Board was provided the then current drafts of the Business Combination Agreement, CEPT’s disclosure schedules to the Business Combination Agreement and the other Ancillary Documents and a presentation prepared by Maples and Calder (Cayman), LLP, CEPT’s local counsel in the Cayman Islands, regarding the directors’ fiduciary duties under Cayman Islands law.

On October 26, 2025, the CEPT Board and CEPT Audit Committee were provided a draft presentation from CF&Co. regarding the Business Combination, drafts of written resolutions of the CEPT Board and CEPT Audit Committee approving the Transactions, updated drafts of the Business Combination Agreement and other Ancillary Documents, and drafts of the PubCo Charter, PubCo Bylaws and Securitize’s disclosure schedules to the Business Combination Agreement.

On October 27, 2025, a special meeting of the CEPT Board was held. In addition to all members of the CEPT Board, the meeting was attended by officers of CEPT and representatives of the Sponsor, CF&Co. and HHR. The CEPT Board, with the assistance of its financial and legal advisors, discussed and reviewed the Business Combination, including the terms and conditions of the Business Combination Agreement and the Ancillary Documents, the potential benefits of, and risks relating to, the Business Combination, the reasons for entering into the Business Combination Agreement, the proposed timeline for entering into the definitive transaction agreements and announcing the Business Combination, and related fiduciary duties, and conflicts of interest of the Sponsor and the officers and directors of CEPT with respect to the Business Combination.

Following the special meeting on October 27, 2025, by unanimous written consent, the CEPT Audit Committee unanimously approved the entry into the Business Combination Agreement and the Transactions and each of the Ancillary Documents that included CEPT and either the Sponsor or CF&Co. as parties and certain other matters.

Additionally, on October 27, 2025, by unanimous written consent, the CEPT Board unanimously approved the Business Combination and the other Transactions, the entry into the Business Combination Agreement and the Ancillary Documents to be executed by CEPT and recommended that the CEPT Shareholders vote “FOR” the Business Combination Proposal. See “— CEPT Board’s Reasons for the Approval of the Business Combination” for additional information related to the factors considered by the CEPT Board in approving the Business Combination.

On October 27, 2025, CEPT and Securitize finalized the terms of the Business Combination Agreement and Securitize’s disclosure schedules to the Business Combination Agreement.

On October 27, 2025, CEPT, Securitize Merger Sub, CEPT Merger Sub, PubCo and Securitize executed the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, CEPT also entered into the Shareholder Support Agreement, the Sponsor Support Agreement and the PIPE Subscription Agreements, in each case, with the counterparties thereto. See “— Related Agreements” for additional information.

On October 28, 2025, the parties issued a joint press release announcing the execution of the Business Combination Agreement, and CEPT published a Form 8-K with the SEC that included a copy of the joint press release and a copy of the investor presentation used for the PIPE.

On October 30, 2025, CEPT filed a Form 8-K with the SEC that included a copy of the Business Combination Agreement and the forms or copies of the other executed Ancillary Documents.

CEPT Board’s Reasons for the Approval of the Business Combination

Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether to pursue the terms of the Business Combination (including the consideration to be received by CEPT Shareholders and Securitize Stockholders). The independent directors of the CEPT Board did not retain an unaffiliated representative to act solely on behalf of the unaffiliated CEPT Shareholders to negotiate the terms of the Business Combination and/or prepare a report concerning the approval of the Business Combination.

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• financial, tax, legal, insurance, accounting, operational, business, management, employment and other due diligence, including a review of material contracts and other material matters;

• consultation with CEPT management and its legal and financial advisors.

• Securitize’s Financial Performance and Forecasted Outlook. Securitize has experienced significant quarterly revenue growth since the start of 2024 ($17.6 million in the second quarter of 2025 versus $1.8 million in the first quarter of 2024 and achieved positive Adjusted EBITDA of $9.8 million for the six-month period ending June 30, 2025). Pursuant to the 2026 Estimate, Securitize expected to achieve approximately $110 million in 2026 revenues (including estimated revenue of approximately $85 million that was contracted and recurring based on AUM at the time of announcement) and approximately $32 million in 2026 Adjusted EBITDA.

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• Securitize CEO and CFO. Following completion of the Business Combination, PubCo will be led by the same CEO and CFO that led Securitize prior to the Business Combination.

• Redemption Option. The right of CEPT Shareholders to redeem their Public Shares in connection with the Closing as further described herein.

• Macroeconomic Risks Generally. Macroeconomic uncertainty, and the effects that could have on PubCo’s revenues and financial performance.

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Securitize may overly rely on certain products (such as BUIDL, which represented more than 60% of Securitize’s tokenized assets under management as of September 30, 2025) and clients that provide Securitize with broader exposure and an enhanced reputation in the industry. Further, certain contracts with such key clients do not restrict the ability of such clients to pursue tokenization activities “in-house”. The loss of such clients may adversely impact Securitize’s prospects. While Securitize has recently achieved positive Adjusted EBITDA, there is no guarantee this will be sustainable and that Securitize will not be required to raise additional capital in the future.

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• Absence of Fairness Opinion. CEPT did not obtain a fairness opinion (or any similar report or appraisal) in connection with the Business Combination.

• CEPT Shareholder Actions. CEPT Shareholders may object to and challenge the Business Combination and take action that may prevent or delay the Closing.

• Closing Conditions. Completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within CEPT’s control.

• Fees and Expenses. The fees and expenses associated with completing the Business Combination.

• Redemptions. The risk that holders of CEPT Public Shares would exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account.

• Valuation. The risk that the CEPT Board may not have properly valued Securitize’s business.

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In addition to considering the factors described above, the CEPT Board also considered that:

• Differing Returns. The Sponsor paid $25,000, or approximately $0.004 per share, for the CEPT Founder Shares (of which it currently holds 6,000,000), which such CEPT Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $72.2 million, based on the closing price of CEPT Class A Ordinary Shares of $12.03 on October 24, 2025, the last trading day prior to the date the CEPT Board approved the Business Combination. Such shares will be worthless if a business combination is not consummated. The Sponsor and its affiliates can earn a positive rate of return on their investment even if Public Shareholders experience a negative return following the consummation of the Business Combination.

Certain Forecasted Information for Securitize

Securitize provided CEPT with internally prepared estimates of revenue and Adjusted EBITDA for the periods ending December 31, 2025 (the “2025 Estimate”) and December 31, 2026 (the “2026 Estimate”, together with the 2025 Estimate, the “Estimates”). The 2025 Estimate was $69 million of revenue and $17 million of Adjusted EBITDA. The 2026 Estimate was $110 million of revenue and $32 million of Adjusted EBITDA. This prospective financial information was not prepared in compliance with GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Estimates were prepared solely for internal use, capital budgeting and other management purposes. The Estimates were subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments. The Estimates were and may be materially different from actual results.

The Estimates reflected numerous assumptions including assumptions with respect to general business, economic, currency exchange, market, regulatory and financial conditions and various other factors, all of which were difficult to predict and many of which were and are beyond Securitize’s control, such as the risks and uncertainties contained in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These assumptions included, among others:

• Market assumptions, including (i) approximately 25% growth in the overall crypto market from an estimated market capitalization of approximately $4 trillion in 2025 to approximately $5 trillion in 2026; (ii) growth in the stablecoins market from approximately $300 billion in 2025 to approximately $450 billion by the end of 2026; and (iii) growth in the market capitalization of tokenized securities from an estimated $27 billion at the end of 2025 to approximately $77 billion in 2026.

• Securitize-specific assumptions, including (i) growth in assets under management of tokenized funds from approximately $4 billion at the end of 2025 to approximately $9 billion by the end of 2026; (ii) an increase in the number of contracted asset managers from approximately 185 at the end of 2025 to approximately 200 by the end of 2026; (iii) the integration of six additional onchain protocols during 2026, increasing the total number of integrated protocols from an estimated 19 at the end of 2025 to 25 by the end of 2026; and (iv) approximately 75 issuers of tokenized equities by the end of 2026.

The Estimates did not take into account any circumstances or events occurring after the date on which they were prepared. The Estimates were prepared in September 2025. Since the date the Estimates were prepared and after the announcement of the Business Combination, (i) the market capitalization of crypto has decreased, and (ii) Securitize has

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determined that Securitize’s tokenized assets under management are likely to increase by less than the 2026 Estimate anticipated and that certain of the contracted revenue is unlikely to fully materialize without a substitute counter party (which Securitize is actively sourcing) during fiscal year 2026. Because such events occurred after the date the Business Combination was announced, the CEPT Board did not consider such factors in its approval of the Business Combination and the CEPT Board has not received any updated estimates. These and additional events that may occur in the future may decrease the likelihood that Securitize achieves the 2026 Estimate. This proxy statement/prospectus includes Securitize’s financial results as of and for the year ended December 31, 2025. Although the 2025 Estimate estimated revenue of $69 million for 2025, Securitize ultimately recognized $62.2 million revenue in 2025 (approximately $7 million lower than the 2025 Estimate), primarily due to (i) a deferral of $6.4 million in revenue from a particular services contract, now expected to be recognized in 2026, and (ii) the identification of a financing component related to certain contracts, resulting in the deferral of approximately $0.7 million of revenue originally expected to be recognized in 2025, which is instead expected be recognized as other income over the applicable periods. There can be no assurances that the entirety of the $7.1 million will be recognized in 2026 or at all. In addition, although the 2025 Estimate projected Adjusted EBITDA of $17 million, Securitize’s Adjusted EBITDA for the year ended December 31, 2025 was $3.4 million. The variance was primarily due to the revenue deferrals described above, the inclusion of approximately $5.1 million of losses on digital assets associated with decreases in market values at year-end, and higher staffing costs than anticipated in the 2025 Estimate.

Comparable Company Analysis

In connection with its approval of the Business Combination Agreement, the CEPT Board considered comparisons of the illustrative enterprise valuations and the implied revenue multiples derived from several groups of companies with attributes similar to Securitize (the “Comparable Company Analysis”), including:

Crypto Centric Trading Platforms (the “Crypto Centric Trading Platforms Comparable Group”): The Crypto Centric Trading Platforms Comparable Group includes a selection of companies offering, among other things, platforms for trading, holding and otherwise providing services with respect to cryptocurrencies. Companies include Coinbase Global, Inc., Circle Internet Group, Inc., Galaxy Digital Inc., Figure Technology Solutions, Inc., Bullish, Gemini Space Station, Inc. and eToro Group Ltd.

Online Trading Platforms (the “Online Trading Platforms Comparable Group”): The Online Trading Platforms Comparable Group includes a selection of companies offering, among other things, financial payments and trading services. Companies include Robinhood Markets, Inc., PayPal Holdings, Inc. and Block, Inc.

Traditional Issuer Service Providers (the “Traditional Issuer Services Providers Comparable Group”): The Traditional Issuer Services Providers Comparable Group includes a selection of companies offering, among other things, a range of reporting, accounting and other investor services. Companies include Broadridge Financial Solutions, Inc. and Computershare Limited.

Based on the value assigned to Securitize in the Business Combination Agreement, the pre-transaction enterprise value of Securitize on a standalone basis (“Standalone Securitize”) is $1.245 billion and the enterprise value of Securitize on a pro forma basis for the Transaction (“Pro Forma Securitize”) is $1.372 billion. Revenue for the twelve month period ending June 2025 (“LTM”), 2025 estimated revenue and 2026 estimated revenue was $46.8 million, $69.2 million and $110.0 million, respectively. LTM Adjusted EBITDA for the twelve month period ending June 2025, 2025 estimated Adjusted EBITDA and 2026 estimated Adjusted EBITDA was $5.9 million, $17.0 million and $32.0 million, respectively.

Comparable Company Analysis

($ millions)

Enterprise

Enterprise Value/Revenue

Enterprise Value/Adjusted EBITDA

Value

LTM

CY2025E

CY2026E

LTM

CY2025E

CY2026E

Standalone Securitize

1,244.80

26.60x

18.04x

11.32x

38.9x

Pro Forma Securitize

1,372.00

29.32x

19.88x

12.47x

Crypto Centric Trading Platform – Mean

17.52x

20.46x

12.97x

20.2x

19.2x

23.2x

Online Trading and Payments – Mean

13.06x

11.14x

9.53x

13.3x

12.2x

10.6x

Traditional Issuer Services Providers – Mean

4.51x

4.46x

4.34x

14.6x

14.9x

14.4x

____________

Source: Company filings and S&P Capital IQ.

Note: LTM as of June 30, 2025.

Note: Valuation multiples greater than 40.0x or less than 0.0x were considered Not Meaningful (“NM”).

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These groups of companies were selected by CF&Co. based on, among other factors, the fact that they are publicly traded companies with operations and businesses that, for purposes of this analysis, were considered by CF&Co. to be relevant to those of Securitize. None of the Comparable Companies was identical to Securitize, or one another. Therefore, the Comparable Company Analysis is subject to certain limitations and a complete valuation analysis of Securitize cannot rely solely upon a quantitative review of the selected public companies, but rather must involve complex considerations and judgments concerning differences in financial and operating characteristics of such companies that could affect their value relative to that of Securitize. See the “General” section below for more detail on judgments and assumptions made by CF&Co. as part of the Comparable Company Analysis.

Precedent Transaction Analysis

The CEPT Board also considered illustrative transaction valuations and the implied LTM revenue and LTM Adjusted EBITDA multiples for two groups of M&A transactions (the “Precedent Transaction Analysis”), including:

Crypto Centric Trading Platforms (the “Crypto Centric Precedent Transaction Group”): The Crypto Centric Trading Platforms Precedent Transaction Group included a selection of transactions with target companies offering, among other things, platforms for trading, holding and otherwise providing services with respect to cryptocurrencies. The Crypto Centric Precedent Transaction Group was comprised of 24 transactions announced since 2021 with seven transactions having observable LTM revenue multiples and three transactions having observable LTM Adjusted EBITDA multiples.

Traditional Issuer Service Providers (the “Traditional Issuer Service Provider Precedent Transaction Group”): The Traditional Issuer Services Providers Precedent Transaction Group included a selection of transactions with target companies offering, among other things, a range of reporting, accounting and other investor services. The Traditional Issuer Service Provider Transaction Group was comprised of 25 transactions announced since 2021 with seven transactions having observable LTM revenue multiples and four transactions having observable LTM Adjusted EBITDA multiples.

Precedent Transaction Analysis
	Transaction Value/LTM Revenue	Transaction Value/LTM Adjusted EBITDA
Crypto Centric Trading Platform – Mean	9.75x	32.30x
Traditional Issuer Services Providers – Mean	4.46x	15.00x

____________

Source: Company filings, press releases and equity research reports.

Note: LTM as of June 30, 2025.

These groups of transactions were selected by CF&Co. based on, among other factors, the fact that they have operations and businesses that, for purposes of this analysis, were considered by CF&Co. to be relevant to those of Securitize. The Precedent Transaction Analysis is subject to certain limitations due to (i) limited information including relevant financial metrics available for precedent transactions and (ii) none of the transactions included in the Precedent Transaction Analysis being identical to the Business Combination. Therefore, a complete valuation analysis of Securitize cannot rely solely upon a quantitative review of the selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such transactions that could affect their value relative to that of the Business Combination. See the “General” section below for more detail on judgments and assumptions made by CF&Co. as part of the Precedent Transaction Analysis.

General

CF&Co. based the Comparable Company Analysis and Precedent Transaction Analysis described above on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific factors. In conducting its valuation analysis, CF&Co. considered the results of all its analyses and did not attribute any particular weight to any one analysis or factor. CF&Co. arrived at its valuation based on the results of all analyses undertaken by it and assessed as a whole and believes that the totality of the factors considered and analyses performed by CF&Co. in connection with its valuation analysis operated collectively. The foregoing summary does not purport to be a complete description of the analyses performed by CF&Co. in connection with the valuation. The preparation of a valuation involves various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analyses and the application of those methods to the particular

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circumstances and, therefore, is not readily susceptible to summary description. The analyses performed by CF&Co., particularly those based on estimates, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. None of the public companies used in the Comparable Company Analysis described above are identical Securitize and none of the precedent transactions used in the Precedent Transaction Analysis described above are identical to the Business Combination. Additionally, selected Comparable Companies involved companies at a more advanced stage of development than Securitize. Accordingly, an analysis of publicly traded comparable companies and precedent transactions is not mathematical; rather it involves complex considerations and judgments concerning the differences in financial and operating characteristics of the companies and other factors that could affect the value of PubCo and the public trading values of the companies to which it was compared. The analyses do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future. The analyses were based on information available at their time of preparation and accordingly, the analyses do not take into account any subsequent information, events, or circumstances.

Securitize does not maintain multi-year projections in its normal course of operations. As a result of not having multi-year projections, CF&Co. was unable to perform, and the CEPT Board was unable to consider, a discounted cash flow analysis.

CF&Co.’s valuation was just one of the many factors taken into consideration by the CEPT Board in determining to approve the Business Combination. Consequently, CF&Co.’s analysis should not be viewed as determinative of the decision of the CEPT Board.

The CEPT Board selected CF&Co. as its exclusive financial advisor in connection with the Business Combination based on CF&Co.’s reputation as a leading global provider of advisory and capital markets services, experience with SPAC business combinations and expertise in mergers and acquisitions, as well as its familiarity with CEPT. Pursuant to the M&A Engagement Letter, CEPT engaged CF&Co.as its exclusive financial advisor in connection with the Business Combination, pursuant to which CF&Co. will receive a cash fee at the Closing of between $12.5 million and $18.8 million (the “M&A Fee”). The final amount of the M&A Fee will be determined based on redemptions of CEPT Class Ordinary A Shares at the Closing. CF&Co. was also previously engaged by CEPT pursuant to the Business Combination Marketing Agreement pursuant to which it will receive a $8.4 million cash fee at the Closing. Further, CF&Co. has been engaged by CEPT and PubCo as a co-placement agent in connection with the PIPE Investment, pursuant to which CF&Co. expects to receive approximately $4.3 million of cash fees at the Closing. Payment of the foregoing fees is contingent on the Closing. Additionally, CF&Co. and/or its affiliates may seek to provide PubCo with certain investment banking and other services unrelated to the Business Combination in the future. CF&Co. also served as the lead underwriter in the CEPT IPO and received a fee of $4.8 million upon closing of the CEPT IPO.

CF&Co. is an affiliate of each of CEPT and the Sponsor. For additional information on the fees to be paid to CF&Co. and conflicts of interest, see the sections of this proxy statement/prospectus titled “Certain CEPT Relationships and Related Party Transactions” and “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination.”

In the ordinary course of business, CF&Co. and its affiliates may actively trade the equity and debt securities and/or debt of CEPT, PubCo and their respective affiliates for the account of CF&Co.’s customers.

Satisfaction of 80% Test

It is a requirement under the CEPT Memorandum and Articles and Nasdaq listing requirements that the business or assets acquired in CEPT’s initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for its initial business combination.

As of October 27, 2025, the date of the execution of the Business Combination Agreement, the balance of the funds in the Trust Account was approximately $244.9 million and 80% thereof represents approximately $195.9 million. In reaching its conclusion that the Business Combination meets the 80% asset test, the CEPT Board looked at the pre-money equity value of Securitize, which is valued at approximately $1.25 billion in accordance with the Business Combination Agreement. In determining whether the value described above represents the fair market value of the Business Combination, the CEPT Board considered all of the factors described above in this section and the fact that the valuation was borne from an auction process and the result of an arm’s length negotiation

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between CEPT and Securitize, and the PIPE Investors binding commitments to fund the PIPE Investment based on that valuation. As a result, the CEPT Board concluded that the fair market value of the business or assets acquired was significantly in excess of 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account). In light of the financial background and experience of the members of CEPT’s management team and the CEPT Board, the CEPT Board believes that the members of its management team and the CEPT Board are qualified to determine whether the Business Combination meets the 80% asset test. The CEPT Board did not seek or obtain a fairness opinion (or any similar report or appraisal) in determining whether the 80% asset test has been met.

Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination

When Public Shareholders consider the recommendation of the CEPT Board in favor of approval of the Business Combination and other Proposals, Public Shareholders should keep in mind that the Sponsor and CEPT’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEPT Shareholder. These interests include, among other things:

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CEPT’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its affiliates, the CEPT Audit Committee should separately review and consider the potential conflicts of interest with respect to the Sponsor and its Affiliates arising out of the proposed Business Combination and the proposed terms in respect thereof. Accordingly, the CEPT Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

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Interests of PubCo’s Directors and Executive Officers in the Business Combination

• The fact that Carlos Domingo, Chief Executive Officer of PubCo, is expected to become a director of PubCo at Closing.

Consideration to be Received by, and Securities to be Issued to, the Sponsor and its Affiliates

Entity	Interest in Securities/Other Consideration to be Received	Price Paid or to be Paid or Consideration Provided
Sponsor	• CEPT will receive 6,000,000 shares of PubCo Common Stock in exchange for its 6,000,000 CEPT Founder Shares (assuming no Public Shares are redeemed and all PIPE Investors fund, or are deemed to have funded, their commitments under the PIPE Subscription Agreements). Up to 30% of such shares are subject to surrender (with the number of shares to be surrendered to be determined pursuant to a formula taking into account the number of Public Shares redeemed in the Business Combination and the gross proceeds from the PIPE Investments exceeding $100.0 million), and up to 30% of the remaining shares will be subject to the Sponsor Earnout and potential vesting and forfeiture;	• $25,000 paid to purchase the 6,000,000 CEPT Founder Shares
	• CEPT will receive 580,000 shares of PubCo Common Stock in exchange for its 580,000 CEPT Private Placement Shares;	• $5,800,000 paid to purchase the 580,000 CEPT Private Placement Shares
	• Additional shares of PubCo Common Stock and/or cash	• Amounts outstanding at the Closing under the Sponsor Loan, the Sponsor Note or any other loans made by the Sponsor to CEPT will be repaid by the issuance in cash or in newly issued CEPT Class A Ordinary Shares at $10.00 per share (as determined by the Sponsor)

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Entity	Interest in Securities/Other Consideration to be Received	Price Paid or to be Paid or Consideration Provided
CF&Co.	• $8,400,000 in cash	• Services pursuant to the Business Combination Marketing Agreement
	• Approximately $4.3 million in cash (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize)	• Services pursuant to the PIPE Engagement Letter
	• Up to $18.75 million in cash (assuming no Public Shares are redeemed). One-third of such fee is subject to reduction based on the number of redemptions.	• Services pursuant to the M&A Engagement Letter

Potential Purchases of Public Shares

In connection with the CEPT Shareholder vote to approve the Business Combination, the Sponsor, CEPT’s directors, officers, advisors or any of their respective affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so.

Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule 10b-18 under the Exchange Act would apply to such purchases, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Any such purchases, together with the CEPT Ordinary Shares currently owned by the Sponsor, could influence the vote on the Business Combination or otherwise result in the completion of the Business Combination that may not otherwise have been possible.

In the event the Sponsor, CEPT’s directors and officers or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act to the extent such rule is applicable including, in pertinent part, through adherence to the following:

• CEPT would disclose in this proxy statement/prospectus the possibility that the Sponsor, CEPT’s directors and officers or their affiliates may Public Shares from Public Shareholders outside the redemption process, along with the purpose of such purchases;

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• the Sponsor, CEPT’s directors and officers or their affiliates would either not possess any redemption rights with respect to such Public Shares or they would waive such rights; and

• CEPT would disclose in a Form 8-K filed prior to the Meeting, the following items, to the extent material:

• the amount of Public Shares purchased outside of the redemption offer by the Sponsor, CEPT’s directors and officers or their affiliates, along with the average purchase price;

• the purpose of the purchases by the Sponsor, CEPT’s directors and officers or their affiliates;

• the impact, if any, of the purchases by the Sponsor, CEPT’s directors and officers or their affiliates on the likelihood that the Business Combination will be approved at the Meeting;

• the number of Public Shares for which CEPT has received redemption requests pursuant to its redemption offer as of a date shortly prior to the filing date of the Form 8-K.

Recommendation of the CEPT Board

After careful consideration of the matters described above, the CEPT Board determined unanimously that each of the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal, if presented, is advisable and in the commercial interests of CEPT and the CEPT Shareholders and unanimously recommend that you vote or give instructions to vote “FOR” each of these Proposals.

The foregoing discussion of the information and factors considered by the CEPT Board is not meant to be exhaustive but includes the material information and factors considered by the CEPT Board as well as any other factors that the CEPT Board deemed relevant. The CEPT Board’s decision to approve the Business Combination was based on factors existing as of the date of its approval on October 27, 2025.

Required Vote and Recommendation of the CEPT Board

The Closing is conditioned on, among other things, the approval of the Business Combination Proposal at the Meeting. The consummation of the Business Combination will require an ordinary resolution, being a resolution passed at the Meeting by the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on approval or rejection of the Business Combination Proposal.

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The Sponsor has agreed to vote its CEPT Ordinary Shares, representing approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of the adoption and approval of the Business Combination Agreement and the Business Combination and each of the CEPT Shareholder Approval Matters as described below under “The Business Combination — Other Transaction Agreements — Sponsor Support Agreement.”

If the Business Combination Proposal is not approved, then the other Proposals (other than the Adjournment Proposal) will not be presented to the CEPT Shareholders for a vote.

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the entry by Cantor Equity Partners II, Inc. (“CEPT”) into the Business Combination Agreement, dated as of October 27, 2025 (as may be amended or restated from time to time, the “Business Combination Agreement”), by and among CEPT, Securitize, Inc. (“Securitize”), Securitize Holdings, Inc. (“PubCo”), Senna Merger Sub, Inc. (“Company Merger Sub”) and Pinecrest Merger Sub (“SPAC Merger Sub”), pursuant to which: (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity and as a result of which each issued and outstanding Class A ordinary share, par value $0.0001 per share, of CEPT (the “CEPT Class A Ordinary Shares”) (other than treasury shares, shares surrendered by Cantor EP Holdings II, LLC (the “Sponsor”), or shares held by CEPT shareholders who have validly exercised redemption rights or dissent rights, and including the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of CEPT that will have automatically converted into CEPT Class A Ordinary Shares pursuant to the Amended and Restated Memorandum and Articles of Association of CEPT immediately prior to closing of the Business Combination (as defined below)) will be cancelled, in exchange for the right of the holder thereof to receive one share of common stock of PubCo (“PubCo Common Stock”) (the “CEPT Merger”); and (ii) at least two (2) hours after the CEPT Merger, Company Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving company, and as a result of which the holders of Securitize stock will receive shares of PubCo Common Stock in exchange for their shares of Securitize stock, and the performance by CEPT of its obligations thereunder be ratified, approved, adopted and confirmed in all respects. All of the transactions contemplated by the Business Combination Agreement and any ancillary documents contemplated therein are collectively referred to as the “Business Combination.”

THE CEPT BOARD UNANIMOUSLY RECOMMENDS THAT CEPT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of one or more of CEPT’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the commercial interests of CEPT and the CEPT Shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that CEPT Shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination” for a further discussion.

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Proposal No. 2 — The Merger Proposal

Overview

In connection with the Business Combination, CEPT Shareholders are being asked to consider and vote upon a proposal by a special resolution to approve and authorize (a) the CEPT Merger and 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 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. We refer to this Proposal as the “Merger Proposal.” The Merger Proposal is described in. The form of the CEPT Plan of Merger is attached to this proxy statement/prospectus as Annex B.

Under the Business Combination Agreement, the approval by CEPT Shareholders of the Business Combination Proposal and the Merger Proposal is a condition to the consummation of the Business Combination. If either of those Proposals is not approved by CEPT Shareholders, the Business Combination will not be consummated, unless waived by the Parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

Reasons for the CEPT Merger

The authorization of the CEPT Plan of Merger requires the approval of CEPT Shareholders by special resolution as a matter of Cayman Islands law.

Appraisal or Dissenters’ Rights

Under the Cayman Act, shareholders of a Cayman Islands exempted company ordinarily have a right to dissent to a statutory merger and if they so dissent, they are entitled to be paid the fair value of their shares, which if necessary, may ultimately be determined by the court. Therefore, CEPT Class A Record Holders have a right to dissent to the CEPT Merger. Public Shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the redemption proceeds payable to Public Shareholders who exercise such redemption rights will represents the fair value of those shares.

The following is a brief summary of the rights of CEPT Shareholders to dissent from the CEPT Merger and receive payment of the fair value of their CEPT Ordinary Shares as determined by the Grand Court of the Cayman Islands (solely for purposes of this section, the “Court”) in accordance with the Section 238 of the Cayman Act (“dissenters’ rights”). This summary is not a complete statement of the law and is qualified in its entirety by the complete text of Sections 238 and 239 of the Cayman Act, a copy of which is attached as Annex J to this proxy statement/prospectus. If you are contemplating the possibility of dissenting from the CEPT Merger, you should carefully review the text of Annex J, particularly the procedural steps required to perfect your dissenters’ rights. These procedures are complex and you should consult your Cayman Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the Cayman Act, you will lose your dissenters’ rights.

Requirements for Exercising Dissenters’ Rights

A dissenting CEPT Class A Record Holder is entitled to payment of the fair value of its CEPT Class A Ordinary Shares as determined by the Court upon dissenting from the CEPT Merger in accordance with Section 238 of the Cayman Act.

The valid exercise of a CEPT Class A Record Holder’s dissenters’ rights will preclude the exercise of any other rights by virtue of holding CEPT Class A Ordinary Shares in connection with the CEPT Merger, other than the right to participate fully in proceedings to determine the fair value of CEPT Class A Ordinary Shares held by such holder and to seek relief on the grounds that the CEPT Merger is void or unlawful. Therefore, if a CEPT Class A Record

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Holder properly exercises its dissenters’ rights, such holder will not receive any shares of PubCo Common Stock in the CEPT Merger. To exercise dissenters’ rights, you must be a CEPT Class A Record Holder and the following procedures must be followed:

(1) A CEPT Class A Record Holder must give written notice of objection (“Notice of Objection”) to CEPT prior to the vote to approve the CEPT Merger at the Meeting. The Notice of Objection must include a statement that such holder proposes to demand payment for its CEPT Class A Ordinary Shares if the CEPT Merger is authorized by the vote at the Meeting.

(2) Within 20 days immediately following the date on which the vote authorizing the CEPT Merger is made, CEPT must give written notice of the authorization (“Authorization Notice”) to all dissenting shareholders who have served a Notice of Objection.

(3) Within 20 days immediately following the date on which the Authorization Notice is given (the “Dissent Period”), any dissenting shareholder who elects to dissent must give a written notice of its decision to dissent (a “Notice of Dissent”) to CEPT stating its name and address and the number and class of CEPT Class A Ordinary Shares with respect to which it dissents and demanding payment of the fair value of its CEPT Class A Ordinary Shares. A dissenting shareholder who dissents must do so in respect of all the CEPT Class A Ordinary Shares which it holds. Upon giving of the Notice of Dissent, the dissenting shareholder shall cease to have any of the rights of a shareholder of CEPT except the right to be paid the fair value of its CEPT Class A Ordinary Shares, the right to participate fully in proceedings to determine the fair value of such CEPT Class A Ordinary Shares and the right to seek relief on the grounds that the CEPT Merger is void or unlawful.

(4) Within seven days immediately following (a) the date of expiry of the Dissent Period or (b) the date on which the CEPT Plan of Merger is filed with the Cayman Islands Registrar, whichever is later, CEPT (or the surviving company in the CEPT Merger) must make a written offer (a “Fair Value Offer”) to each dissenting shareholder to purchase its CEPT Class A Ordinary Shares at a price determined by CEPT to be the fair value of such CEPT Class A Ordinary Shares.

(5) If, within 30 days immediately following the date of the Fair Value Offer, CEPT and the dissenting shareholder fail to agree on a price at which CEPT will purchase the dissenting shareholder’s CEPT Class A Ordinary Shares, then, within 20 days immediately following the date of the expiry of such 30-day period, CEPT must, and the dissenting shareholder may, file a petition with the Court for a determination of the fair value of the CEPT Class A Ordinary Shares held by all dissenting shareholders who have served a Notice of Dissent, which petition by CEPT must be accompanied by a verified list containing the names and addresses of all members who have filed a Notice of Dissent and who have not agreed with CEPT as to the fair value of such CEPT Class A Ordinary Shares (if a dissenting shareholder files a petition, CEPT must file such verified list within 10 days after service of such petition on CEPT).

(6) If a petition is timely filed and served, the Court will determine at a hearing at which shareholders are entitled to participate, (a) the fair value of such CEPT Class A Ordinary Shares held by those shareholders as the Court finds are involved with a fair rate of interest, if any, to be paid by CEPT upon the amount determined to be the fair value and (b) the costs of the proceeding and the allocation of such costs upon the parties.

All notices and petitions must be executed by or for the shareholder of record or a person duly authorized on behalf of that shareholder, fully and correctly, as such shareholder’s name appears on the register of members of CEPT. If CEPT Class A Ordinary Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, these notices must be executed by or for the fiduciary. If CEPT Class A Ordinary Shares are owned by or for more than one person such notices and petitions must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the notices or petitions for a shareholder of record. The agent must, however, identify the record owner and expressly disclose the fact that, in exercising the notice, he or she is acting as agent for the record owner. A person having a beneficial interest in CEPT Class A Ordinary Shares held of record in the name of another person, such as a broker or other nominee, must act promptly to cause the record holder to follow the steps summarized above and in a timely manner to perfect whatever dissenters’ rights attached to such CEPT Class A Ordinary Shares. If a CEPT Shareholder has any questions about who the record holder of its CEPT Class A Ordinary Shares is, or how to become the registered holder of its CEPT Class A Ordinary Shares, such CEPT Class A Record Holder should contact its broker or nominee.

It is a CEPT Shareholder’s responsibility to ensure that it is a registered holder of CEPT Class A Ordinary Shares prior to the Meeting in order to exercise its dissenters’ rights.

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If a CEPT Class A Record Holder does not satisfy each of these requirements and comply strictly with all procedures required by the Cayman Act with regard to the exercise of dissenters’ rights, such CEPT Class A Record Holder cannot exercise dissenters’ rights and will be bound by the terms of the Business Combination Agreement and the CEPT Plan of Merger. Submitting a proxy card that does not direct how the CEPT Class A Ordinary Shares represented by that proxy are to be voted will give the proxy discretion to vote as it determines appropriate. In addition, failure to vote its CEPT Ordinary Shares, or a vote against the Business Combination Proposal or the Merger Proposal, will not alone satisfy the notice requirement to submit a Notice of Objection referred to above. CEPT Class A Record Holders must send all notices to CEPT at 110 East 59th Street, New York, NY, 10022, attention: Secretary.

If a CEPT Class A Record Holder is considering dissenting, such CEPT Class A Record Holder should be aware that the fair value of its CEPT Class A Ordinary Shares as determined by the Court under Section 238 of the Cayman Act could be more than, the same as, or less than the value of the assets that it would otherwise receive as consideration pursuant to the Business Combination Agreement if it does not exercise dissenting rights with respect to its CEPT Class A Ordinary Shares. CEPT Class A Shareholders may also be responsible for the cost of any appraisal proceedings.

The provisions of Section 238 of the Cayman Act are technical and complex. If a CEPT Class A Record Holder fails to comply strictly with the procedures set forth in Section 238, it will lose its dissenters’ rights. Additionally, appraisal rights under Section 238 are subject to the limitation set forth in Section 239 of the Cayman Act. In particular, appraisal rights could be lost and extinguished where CEPT and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Act. CEPT Class A Record Holders should consult their Cayman Islands legal counsel if they wish to exercise dissenters’ rights.

Required Vote and Recommendation of the CEPT Board

The Closing is conditioned on, among other things, the approval of the Merger Proposal. The approval of the Merger Proposal will require a special resolution, being a resolution passed at the Meeting by the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on the Merger Proposal. The adoption of the Merger Proposal is conditioned upon the adoption of the Business Combination Proposal.

The Sponsor has agreed to vote its CEPT Ordinary Shares in favor of the adoption and approval of the Business Combination Agreement and the Business Combination and each of the CEPT Shareholder Approval Matters as described above under “The Business Combination — Other Transaction Agreements — Sponsor Support Agreement.”

The full text of the resolutions to be passed is as follows:

“RESOLVED, as a special resolution, that (i) Cantor Equity Partners II, Inc. (“CEPT”) be authorized to merge with and into Pinecrest Merger Sub (“SPAC Merger Sub”) so that SPAC Merger Sub will be the surviving company and all the undertakings, properties and liabilities of CEPT vest in SPAC Merger Sub by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands, (ii) the plan of merger substantially in the form appended to the proxy statement/prospectus as Annex B (the “CEPT Plan of Merger”) be and is hereby authorized, approved and confirmed in all respects and CEPT be authorized to enter into the CEPT Plan of Merger, and (iii) upon the Effective Date (as defined in the CEPT Plan of Merger) (a) the memorandum and articles of the Surviving Company (as defined in the CEPT Plan of Merger) in the form annexed to the CEPT Plan of Merger be approved in all respects, and (b) the authorized share capital of CEPT be amended from US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each to US$50,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each by cancelling all issued and unissued Class A ordinary shares, Class B ordinary shares and preference shares and creating 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each.”

THE CEPT BOARD UNANIMOUSLY RECOMMENDS THAT CEPT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

The existence of financial and personal interests of one or more of CEPT’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the commercial interests of CEPT and the CEPT Shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that CEPT Shareholders vote for the Proposals. See the section entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination” for a further discussion.

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Proposal No. 3 — The Organizational Documents Proposal

Overview

As required by SEC guidance, CEPT Shareholders have the opportunity to present their views on important corporate governance provisions, CEPT is requesting that CEPT Shareholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions in the Proposed Organizational Documents, which are separately being presented. These separate votes are not otherwise required by Cayman Islands law or Delaware law. Accordingly, each of the CEPT Shareholder votes regarding each of the Organizational Documents Proposals is an advisory vote and it is not binding on CEPT or the CEPT Board, or PubCo or the PubCo Board. Furthermore, the Business Combination is not conditioned on the separate approval of any of the Organizational Documents Proposals. Accordingly, regardless of the outcome of the non-binding advisory votes on each of the Organizational Documents Proposals, the PubCo Charter and the PubCo Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

The Organizational Documents Proposals are composed of the following proposals relating to the material differences between the CEPT Memorandum and Articles and the Proposed Organizational Documents:

a. Proposal A: the Proposed Organizational Documents will provide for a classified PubCo Board with three classes, designated 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.

b. Proposal B: the Proposed Organizational Documents will require that the PubCo Board is elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. There shall be no cumulative voting in the election of directors.

c. Proposal C: the Proposed Organizational Documents will provide that special meetings of the shareholders may be called only by the PubCo Board acting pursuant to a resolution adopted by a majority of the PubCo Board or by the Chair of the PubCo Board.

d. Proposal D: the Proposed Organizational Documents will provide that a majority of the PubCo Board shall constitute a quorum for the transaction of business at any meeting of the PubCo Board and, except as otherwise expressly required by law or by the PubCo Charter, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the PubCo Board. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the PubCo Board may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the PubCo Board, the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

e. Proposal E: the Proposed Organizational Documents will provide that (a) PubCo must give written notice to shareholders entitled to vote at a meeting not less than ten (10) and not more than sixty (60) days before the date of such meeting, with such notice complying with any other requirements set by Delaware Law or the Proposed Organizational Documents, and (b) at an annual meeting of the shareholders, shareholder proposals must be brought, among other things, (i) pursuant to PubCo’s notice of meeting (or any supplement thereto); (ii) by or at the direction of the PubCo Board or any committee thereof duly authorized; (iii) as may be provided in the certificate of designations for any class or series of preferred stock or (iv) by any shareholder of PubCo who (A) is a shareholder of record at the time of the giving of the notice, (B) is entitled to vote at such meeting and (C) complies with the procedures set forth in the PubCo Bylaws. Additionally, for proposals to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of PubCo and any such proposed business (other than the nominations of persons for election to the PubCo Board) must constitute a proper matter for stockholder action.

f. Proposal F: the Proposed Organizational Documents will provide for an exclusive forum for any filing, adjudication and trial of any action as set forth in the PubCo Charter, of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the

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federal district court for the District of Delaware); provided that unless the PubCo consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, or any rule or regulation promulgated thereunder, shall be the federal district courts of the United States.

The following table sets forth a summary of the principal proposed changes to be made between the CEPT Memorandum and Articles and the Proposed Organizational Documents for each of the proposals. This summary is qualified by reference to the complete text of the Proposed Organizational Documents, the form of which is attached to this proxy statement/prospectus as Annexes C and D. You are encouraged to read the Proposed Organizational Documents in its entirety for a more complete description of the terms of the Proposed Organizational Documents.

Proposal

CEPT Memorandum and Articles

Proposed Organizational Documents

Proposal A: Classified or Unclassified Board

The CEPT Board is made up of two classes, Class I and Class II. The CEPT Memorandum and Articles provide that the number of directors in each class shall be as nearly equal as possible.

The Class I directors shall stand appointed for a term expiring at CEPT’s first annual general meeting and the Class II directors shall stand appointed for a term expiring at CEPT’s second annual general meeting. Commencing at CEPT’s first annual general meeting, and at each annual general meeting thereafter, directors appointed to succeed those directors whose terms expire shall be appointed for a term of office to expire at the second succeeding annual general meeting after their appointment.

The PubCo Bylaws provide that the PubCo Board will be divided into three classes, designated Class I, Class II and Class III, subject to the rights of the holders of any series of preferred stock to elect additional directors under specified circumstances from and after the Effective Time.

Each director shall serve for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected; provided that the term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of stockholders following the Effective Time, the term of office of the initial Class II directors shall expire at the second annual meeting of stockholders following the Effective Time and the term of office of the initial Class III directors shall expire at the third annual meeting of stockholders following the Effective Time.

Notwithstanding the foregoing, each director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office.

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Proposal

CEPT Memorandum and Articles

Proposed Organizational Documents

Proposal B: Election of Directors

The CEPT Memorandum and Articles provide that Directors may be appointed by ordinary resolution of CEPT Shareholders; provided that prior to the consummation of an initial business combination, only holders of CEPT Class B Ordinary Shares will have the right to vote on the appointment of directors of CEPT.

The CEPT directors may appoint any person to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the CEPT Memorandum and Articles as the maximum number of directors.

Under the PubCo Bylaws, subject to the rights of the holders of any class or series of preferred stock to elect additional directors under specific circumstances, the PubCo Board is elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. There shall be no cumulative voting in the election of directors. Directors need not be shareholders of PubCo.

See “Description of PubCo Securities” for the details of the composition of the PubCo Board.

Proposal C: Calling of Special Meeting of Shareholders

The CEPT Memorandum and Articles provide that the CEPT Board, the chief executive officer or the chairman of the CEPT Board may call general meetings, and, for the avoidance of doubt, holders of CEPT Ordinary Shares shall not have the ability to call general meetings.

Under Delaware law, special meetings of the shareholders of a corporation may be called by the board of directors or by any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation.

Under the Proposed Organizational Documents, special meetings of the stockholders of PubCo may be called only by the PubCo Board acting pursuant to a resolution adopted by a majority of the PubCo Board or by the Chair of the PubCo Board.

The PubCo Charter provides that whenever holders of one or more classes or series of preferred stock shall have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of such class or series of Preferred Stock adopted by resolution or resolutions of the PubCo Board, special meetings of holders of such Preferred Stock.

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Proposal

CEPT Memorandum and Articles

Proposed Organizational Documents

Proposal D: Quorum of the Board of Directors

The quorum for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two if there are two of more directors, and shall be one if there is only one director.

Pursuant to the terms and conditions of the PubCo Bylaws, unless the Proposed Organizational Documents require a greater number, a majority of the PubCo Board shall constitute a quorum for the transaction of business at any meeting of the PubCo Board and, except as otherwise expressly required by law or by the PubCo Charter, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the PubCo Board.

When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the PubCo Board may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the PubCo Board, the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The PubCo Bylaws provide that, unless otherwise provided under the Proposed Organizational Documents and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding securities of PubCo generally entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business.

Unless otherwise required by the PubCo Charter and subject to Delaware Law, the affirmative vote of the holders of a majority of the votes cast at the meeting on the subject matter shall be the act of the stockholders. Abstentions and broker non-votes shall not be counted as votes cast.

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Proposal

CEPT Memorandum and Articles

Proposed Organizational Documents

If a quorum shall not be present or represented at any meeting of the stockholders, the chairperson of the meeting or a majority in voting power of the stockholders present in person or represented by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified.

Proposal E: Notice of Shareholder Actions and Meetings

The CEPT Memorandum and Articles provide that at least five (5) clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner mentioned in the CEPT Memorandum and Articles or such other manner if any as may be prescribed by CEPT, provided that a general meeting of CEPT shall, whether or not the notice specified in the CEPT Memorandum and Articles has been given and whether or not the provisions of the CEPT Memorandum and Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: (a) in the case of an annual general meeting, by all of the shareholders entitled to attend and vote at the meeting; and (b) in the case of an extraordinary general meeting, by a majority in number of the shareholders having a right to attend and vote at the meeting, together holding not less than 95% in par value of the shares giving that right.

The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

The PubCo Bylaws provide that PubCo must give written notice not less than ten (10) and not more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at the meeting.

The notice shall include the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called.

A written waiver of any notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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Proposal

CEPT Memorandum and Articles

Proposed Organizational Documents

Proposal F: Exclusive Forum

Unless CEPT consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the CEPT Memorandum and Articles or otherwise related in any way to each CEPT Shareholder’s shareholding in CEPT.

The PubCo Charter provide that unless PubCo consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of PubCo, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of PubCo to PubCo or PubCo’s stockholders (c) any action asserting a claim arising pursuant to any provision of Delaware Law, the Proposed Organizational Documents or as to which Delaware Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (d) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware).

Unless the PubCo consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, or any rule or regulation promulgated thereunder, shall be the federal district courts of the United States. The forum selection provision will not apply to actions arising under the Exchange Act.

Reasons for the Adoption of the Proposed Organizational Documents

The variations between the CEPT Memorandum and Articles and the Proposed Organizational Documents are desirable for the following reasons:

a. The provisions on the three-class board (proposal A), the election of the directors (proposal B), calling of special meeting of shareholders (proposal C), quorum of the PubCo Board (proposal D) and notice of shareholder actions and meetings (proposal E) are necessary to reflect the changes in terms of corporate governance as a consequence of the Business Combination Agreement.

b. The provision of an exclusive forum clause (proposal F) is intended to assist PubCo in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter to assure consistent consideration of the issues and promote efficiency and cost-savings in the resolutions of claims. The Delaware courts have been selected to address disputes involving such matters given that PubCo is incorporated in Delaware and Delaware law generally applies to such matters. CEPT Shareholders should note the proposed exclusive forum clause may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with PubCo or its directors, officers, employees or agents, or could result in

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increased costs for a shareholder to bring a claim, particularly if they do not reside in or near Delaware, both of which may discourage the filing of lawsuits with respect to such claims. At the same time, the provision will allow PubCo to retain the ability to consent to an alternative forum on a case-by-case basis where PubCo determines that its interests and those of its stockholders are best served by permitting such a dispute to proceed in a forum other than those set forth under the Proposed Organizational Documents. There is, however, uncertainty as to whether a court would enforce these provisions, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Additionally, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts with respect to suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder.

Required Vote and Recommendation of the CEPT Board

The approval of each of the Organizational Documents Proposals does not require the passing of a resolution under the CEPT Memorandum and Articles or Cayman Islands law. Notwithstanding this, the CEPT Board is asking CEPT Shareholders to vote on each of the Organizational Documents Proposals on a non-binding advisory basis, being a non-binding advisory resolution passed by a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on each of the Organizational Documents Proposals. The adoption of the Organizational Documents Proposals are conditioned upon the adoption of the Business Combination Proposal.

The full text of the resolutions to be passed is as follows:

“RESOLVED, as separate non-binding advisory resolutions, that the following provisions of the Proposed Organizational Documents, including the differences between the Proposed Organizational Documents and the CEPT Memorandum and Articles be confirmed, ratified and approved:

Proposal A: the change from a board of directors consisting of two classes to a board of directors consisting of three classes;

Proposal B: the change that the board of directors is 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);

Proposal C: changes related to the parties that may call a special meeting of shareholders;

Proposal D: the changes to the quorum of the board of directors;

Proposal E: the changes to the notice of shareholder actions and meetings; and

Proposal F: the changes to the exclusive forum provision.”

THE CEPT BOARD UNANIMOUSLY RECOMMENDS THAT CEPT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ORGANIZATIONAL DOCUMENTS PROPOSALS.

The existence of financial and personal interests of one or more of CEPT’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the commercial interests of CEPT and CEPT Shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that CEPT Shareholders vote for the Proposals. See the section entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination” for a further discussion.

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Proposal No. 4 — The NASDAQ Proposal

Overview

In connection with the Business Combination and the PIPE Investment, CEPT and PubCo intend to effect (subject to customary terms and conditions) the following issuances:

• 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 PIPE Shares issuable to the PIPE Investors upon consummation of the PIPE Investment, and

• 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 exercise of the Assumed Warrants.

Reasons for the Approval for Purposes of Nasdaq Rule 5635

Under Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (ii) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the share or securities.

Under Nasdaq Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the Minimum Price, which is the lower of: (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Upon the consummation of the Business Combination, PubCo expects to issue, in the aggregate, up to an estimated 156,675,245 shares of PubCo Common Stock in the Mergers (including up to 6,250,000 Securitize Earnout Shares). For further details, see “The Business Combination — The Business Combination Agreement,” “The Business Combination — Covenants — PIPE Investment” and “Executive and Director Compensation — PubCo — Summary of the Material Terms of the Incentive Plan.”

On or prior to the Closing, CEPT may issue up to a maximum of 535,000 CEPT Class A Ordinary Shares to the Sponsor in repayment of the Sponsor Loan and the Sponsor Note (to the extent each is drawn in full and the Sponsor elects to have each repaid in CEPT Class A Ordinary Shares (at a deemed price of $10.00 per share)). In addition, immediately prior to the Closing, CEPT expects to issue an aggregate of 22,500,000 PIPE Shares to the PIPE Investors at a per share price of $10.00, which represents a discount to the Minimum Price of $12.03.

In addition, in the future, PubCo may issue additional shares of PubCo Common Stock reserved for issuance under the Incentive Plan and under the Assumed Warrants. For further details, see “The Business Combination — The Business Combination Agreement,” “The Business Combination — Covenants — PIPE Investment” and “Executive and Director Compensation — PubCo — Summary of the Material Terms of the Incentive Plan.”

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Accordingly, the aggregate number of (i) the maximum number of CEPT Class A Ordinary Shares that CEPT will issue in the PIPE, and, if the Sponsor so elects, upon repayment of the Sponsor Loan and the Sponsor Note in the form of CEPT Class A Ordinary Shares, and (ii) shares of PubCo Common Stock that PubCo will issue in connection with the Mergers (taking into account shares of PubCo Common Stock reserved for issuance under the Incentive Plan) will, in the aggregate, exceed 20% of both the voting power and the number of CEPT Ordinary Shares outstanding before such issuance and will result in a change of control of CEPT. For these reasons, CEPT is seeking the approval of CEPT Shareholders for the issuance of the PIPE Shares, the CEPT Class A Ordinary Shares issuable in repayment of the Sponsor Loan and the Sponsor Note, and the shares of PubCo Common Stock in connection with the Business Combination pursuant to Nasdaq Rules 5635(a), (b) and (d). For further details, see “The Business Combination — The Business Combination Agreement” and “The Business Combination — Covenants — PIPE Investment.”

Effect of the Proposal on CEPT Shareholders

In the event that the Nasdaq Proposal is approved by CEPT Shareholders, but the Business Combination Agreement is terminated (without the Business Combination being consummated) prior to the issuance of shares of PubCo Common Stock pursuant to the Business Combination Agreement or the issuance of PIPE Shares, CEPT will not issue the PIPE Shares or any CEPT Class A Ordinary Shares in repayment of the Sponsor Loan and/or Sponsor Note and PubCo will not issue such shares of PubCo Common Stock.

Required Vote and Recommendation of the CEPT Board

The approval of the Nasdaq Proposal will require an ordinary resolution, being a resolution passed at the Meeting by the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on the Nasdaq Proposal. The adoption of the Nasdaq Proposal is conditioned upon the adoption of the Business Combination Proposal.

The full text of the resolutions to be passed is as follows:

“RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), 5635(b) and 5635(d), the issuance (i) by CEPT of (a) up to 535,000 CEPT Class A Ordinary Shares issuable in repayment of certain debt owing from CEPT to the Sponsor, and (b) up to 22,500,000 CEPT Class A Ordinary Shares issuable to the PIPE Investors upon consummation of PIPE Investment, and (ii) by PubCo of (a) up to 156,675,245 shares of PubCo Common Stock that will be issuable in the Mergers, (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 Securitize Holdings, Inc. Omnibus Incentive Plan, to be adopted prior to Closing, as amended from time to time (the “Incentive Plan”) and the Securitize Holdings, Inc. Employee Stock Purchase Plan, to be adopted prior to Closing, as amended from time to time (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 exercise of the Assumed Warrants, to be approved.”

THE CEPT BOARD UNANIMOUSLY RECOMMENDS THAT CEPT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

The existence of financial and personal interests of one or more of CEPT’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the commercial interests of CEPT and CEPT Shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that CEPT Shareholders vote for the Proposals. See the section entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination” for a further discussion.

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Proposal No. 5 — The Adjournment Proposal

Overview

The Adjournment Proposal, if adopted, will allow the CEPT Board or the Chairman of the Meeting to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will be presented to CEPT Shareholders in the event that it is determined by CEPT that additional time is necessary or appropriate to complete the Business Combination or for any other reason. In no event will the CEPT Board adjourn the Meeting or consummate the Business Combination beyond the date by which it may properly do so under the CEPT Memorandum and Articles and Cayman Islands law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the Meeting and is not approved by CEPT Shareholders, the CEPT Board or the Chairman of the Meeting will not have the power, under the CEPT Memorandum and Articles, to adjourn the Meeting to a later date in the event it is determined by CEPT that additional time is necessary or appropriate to complete the Business Combination or for any other reason. As a result, a new extraordinary general meeting would need to be called before the CEPT Shareholders could vote on the Proposals again.

Required Vote and Recommendation of the CEPT Board

The approval of the Adjournment Proposal will require an ordinary resolution, being a resolution passed at the Meeting by the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on the Adjournment Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

“RESOLVED, as an ordinary resolution, that the adjournment of the Meeting to a later date or dates to be determined by the Chairman of the Meeting, if it is determined by CEPT that additional time is necessary or appropriate to complete the Business Combination or for any other reason.”

THE CEPT BOARD UNANIMOUSLY RECOMMENDS THAT CEPT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of one or more of CEPT’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the commercial interests of CEPT and CEPT Shareholders and what they may believe is best for himself, herself or themselves in determining to recommend that CEPT Shareholders vote for the Proposals. See the section entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination” for a further discussion.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of CEPT and Securitize adjusted to give effect to the Business Combination, the PIPE Investment and related transactions, as outlined below. CEPT and Securitize are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company.”

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 assumes that the Business Combination and related transactions occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. These periods are presented on the basis that Securitize is the acquirer for accounting purposes.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the unaudited historical condensed consolidated financial statements of CEPT and Securitize as of and for the three months ended March 31, 2026, the audited historical consolidated financial statements of CEPT and Securitize as of and for the year ended December 31, 2025, and the notes thereto, as well as the disclosures contained in the sections titled “CEPT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this proxy statement/prospectus.

The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and do not purport to represent what our financial position or results of operations would have been if the proposed transactions had actually occurred as of the dates indicated, nor does it project our financial position at any future date or our results of operations or cash flows for any future period.

The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of PubCo upon consummation of the Transactions. The unaudited pro forma transaction accounting adjustments presented in the accompanying notes represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with generally accepted accounting principles in the United States (“GAAP”). Under this method of accounting, CEPT is treated as the “acquired” company for financial reporting purposes. Securitize has been determined to be the accounting acquirer because existing Securitize Stockholders, as a group, will retain the largest portion of the voting rights in the combined entity when contemplating the various redemption scenarios, the executive officers of PubCo will be appointed by Securitize, the majority of the board of directors of PubCo will be appointed by Securitize, Securitize represents a significant majority of the operations of PubCo, and the operations of Securitize will be the continued operations of PubCo.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2026

	Securitize, Inc.		CEPT		Subsequent Equity Adjustments		Transaction Accounting Adjustments (Assuming No Redemptions)				Pro Forma Combined (Assuming No Redemptions)		Transaction Accounting Adjustments (Assuming 100% Redemptions)				Pro Forma Combined (Assuming 100% Redemptions)
ASSETS
Current assets:
Cash and cash equivalents	$	14,459,817	$	25,000	$	—	$	216,409,000		A	$	448,544,054	$	(252,353,188	)	B2	$	202,440,866
								248,753,188		B1				6,250,000		D2
								(50,404,951	)	D1				3,600,000		O
								20,000,000		J				(3,600,000	)	P
								(698,000	)	N
Digital assets from operations		165,100		—		—		—				165,100		—				165,100
Digital assets held for investment		1,177,803		—		—		—				1,177,803		—				1,177,803
Digital assets receivable		2,059,917		—		—		—				2,059,917		—				2,059,917
Customer escrow funds		15,346,879		—		—		—				15,346,879		—				15,346,879
Investments in available-for-sale marketable securities		935,631		—		—		—				935,631		—				935,631
Investments in tokenized assets		11,156,182		—		—		—				11,156,182		—				11,156,182
Accounts receivable, net		10,458,771		—		—		—				10,458,771		—				10,458,771
Accounts receivable, related parties		433,409		—		—		—				433,409		—				433,409
Contract assets		10,891,564		—		—		—				10,891,564		—				10,891,564
Deferred offering costs		4,832,374		—		—		(4,832,374	)	D1		—		—				—
Prepaid expenses and other current assets		3,117,837		208,750		—		(208,750	)	F		3,117,837		—				3,117,837
Total current assets		75,035,284		233,750		—		429,018,113				504,287,147		(246,103,188	)			258,183,959

Digital assets receivable, noncurrent		1,619,919		—		—		—				1,619,919		—				1,619,919
Contract assets, noncurrent		2,927,648		—		—		—				2,927,648		—				2,927,648
Notes receivable, related parties		8,238,757		—		—		—				8,238,757		—				8,238,757
Intangible assets, net		20,033,715		—		—		—				20,033,715		—				20,033,715
Goodwill		26,365,270		—		—		—				26,365,270		—				26,365,270
Other noncurrent assets		872,986		12,497		—		(24	)	B1		872,986		—				872,986
								(12,473	)	F								—
Available-for-sale debt securities held in Trust Account, at fair value amortized cost $248,730,877		—		248,753,164		—		(248,753,164	)	B1		—		—				—
Total assets	$	135,093,579	$	248,999,411	$	—	$	180,252,452			$	564,345,442	$	(246,103,188	)		$	318,242,254

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
AS OF MARCH 31, 2026

	Securitize, Inc.		CEPT		Subsequent Equity Adjustments		Transaction Accounting Adjustments (Assuming No Redemptions)				Pro Forma Combined (Assuming No Redemptions)		Transaction Accounting Adjustments (Assuming 100% Redemptions)				Pro Forma Combined (Assuming 100% Redemptions)
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,517,862	$	—	$	—	$	—			$	1,517,862	$	—			$	1,517,862
Notes payable, related party		—		604,841		—		(604,841	)	N		—		—				—
Interest payable		6,180,032		—		—		—				6,180,032		—				6,180,032
Accrued expenses and other current liabilities		7,871,491		2,545,137		—		(93,159	)	N		3,793,613		—				3,793,613
								(2,451,978	)	D1
								(4,077,878	)	D1
Deferred revenue		470,358		—		—		—				470,358		—				470,358
Customer escrow funds payable		15,341,786		—		—		—				15,341,786		—				15,341,786
Total current liabilities		31,381,529		3,149,978		—		(7,227,856	)			27,303,651		—				27,303,651

Deferred revenue, noncurrent		1,032,301		—				—				1,032,301		—				1,032,301
Simple agreements for future equity		11,817,000		—				(11,817,000	)	C		—		—				—
Convertible promissory notes payable, net		73,773,844		—		—		(73,773,844	)	C		—		—				—
Derivative liability		28,171,000		—		—		(28,171,000	)	C		—		—				—
Option liability		11,300,000		—		—		(11,300,000	)	J		—		—				—
Deferred tax liability		306,642		—		—		—				306,642		—				306,642
Forward sale securities liability		—		2,983,500		—		(2,983,500	)	A		—		—				—
Sponsor note		—		—		—		—				—		3,600,000		O		—
														(3,600,000	)	P
Earnout liability		—		—		—		49,954,000		G		49,954,000		—				49,954,000
Sponsor earnout liability		—		—		—		15,858,000		H1		15,858,000		(2,279,588	)	H2		13,578,412
Total liabilities		157,782,316		6,133,478		—		(69,461,200	)			94,454,594		(2,279,588	)			92,175,006

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
AS OF MARCH 31, 2026

	Securitize, Inc.		CEPT	Subsequent Equity Adjustments	Transaction Accounting Adjustments (Assuming No Redemptions)			Pro Forma Combined (Assuming No Redemptions)	Transaction Accounting Adjustments (Assuming 100% Redemptions)			Pro Forma Combined (Assuming 100% Redemptions)
Commitments and contingencies

Mezzanine equity:
J Digital 6 warrants	1,169,721		—	—	—			1,169,721	—			1,169,721
Series Option redeemable convertible preferred stock	—		—	—	31,300,000		J	—	—			—
					(31,300,000)		C
Series B-4 redeemable convertible preferred stock	42,348,900		—	—	(42,348,900	)	C	—	—			—
Series B-3 redeemable convertible preferred stock	21,969,898		—	—	(21,969,898	)	C	—	—			—
Series B-2 redeemable convertible preferred stock	24,387,798		—	—	(24,387,798	)	C	—	—			—
Series B-1 redeemable convertible preferred stock	21,407,747		—	—	(21,407,747	)	C	—	—			—
Series A redeemable convertible preferred stock	14,700,686		—	—	(14,700,686	)	C	—	—			—
Class A ordinary shares subject to possible redemption	—		252,353,188	—	(3,600,000	)	E	—	—			—
					(248,753,188	)	K		—
Total Mezzanine Equity	125,984,750		252,353,188	—	(377,168,217	)		1,169,721	—			1,169,721

Stockholders’ deficit:
Common stock, $0.0001 par value	870		—	—	1,605		C	—	—			—
					(2,603	)	I
					129		C
Class A Common stock, $0.0001 par value	33		—	—	(33	)	I	—	—			—
Treasury stock, 150,000 shares at cost	(1,599,978	)	—	—	1,599,978		I	—	—			—
Class A ordinary shares, $0.0001 par value	—		58	—	2,250		A	—	—			—
					2,400		K
					(4,708	)	M1
Class B ordinary shares, $0.0001 par value	—		600	—	(600	)	M1	—	—			—
PubCo Common stock, $0.0001 par value	—		—	—	11,985		I	17,293	(2,486	)	M2	14,806
					5,308		M1		—

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
AS OF MARCH 31, 2026

	Securitize, Inc.			CEPT			Subsequent Equity Adjustments		Transaction Accounting Adjustments (Assuming No Redemptions)				Pro Forma Combined (Assuming No Redemptions)			Transaction Accounting Adjustments (Assuming 100% Redemptions)				Pro Forma Combined (Assuming 100% Redemptions)
Additional paid-in capital		25,216,810			—			—		238,575,268		C		642,139,325			(252,353,188	)	B2		398,318,211
										(21,059,000	)	D1					2,279,588		H2
										(30,774,105	)	L1					6,250,000		L2
										(49,954,000	)	G					2,486		M2
										(15,858,000	)	H1
										(465,058	)	I
										31,299,871		C
										248,750,788		K
										216,406,750		A
Accumulated deficit		(173,435,490	)		(9,510,200	)		—		30,774,105		L1		(173,435,490	)		6,250,000		D2		(173,435,490	)
										(27,648,469	)	D1
										2,983,500		A					(6,250,000	)	L2
										3,600,000		E
										(221,223	)	F
										22,287		B1
Accumulated other comprehensive income		1,144,268			22,287			—		(22,287	)	B1		—			—				—
										(1,144,268	)	I
Total stockholders’ deficit		(148,673,487	)		(9,487,255	)		—		626,881,869				468,721,127			(243,823,600	)			224,897,527
Total liabilities, mezzanine equity and stockholders’ deficit	$	135,093,579		$	248,999,411		$	—	$	180,252,452			$	564,345,442		$	(246,103,188	)		$	318,242,254

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026

	For The Three Months Ended March 31, 2026						Transaction Accounting Adjustments (Assuming No Redemptions)				Pro Forma Combined (Assuming No Redemptions)			Transaction Accounting Adjustments (Assuming 100% Redemptions)		Pro Forma Combined (Assuming 100% Redemptions)
	Securitize, Inc.			CEPT							Pro Forma Combined (Assuming No Redemptions)					Pro Forma Combined (Assuming 100% Redemptions)
Revenue	$	19,478,466		$	—		$	—			$	19,478,466		$	—	$	19,478,466

Operating costs and expenses:
Cost of revenue (exclusive of items shown below)		4,469,890			—			—				4,469,890			—		4,469,890
Selling, general & administrative		7,738,093			1,450,221			102,384		GG		9,290,698			—		9,290,698
Compensation and benefits		9,100,598			—			—				9,100,598			—		9,100,598
Acquisition related transaction costs		—			—			—				—			—		—
Provision for expected credit losses		285,453			—			—				285,453			—		285,453
Administrative expenses – related party		—			30,000			(30,000	)	EE		—			—		—
Loss on digital assets from operations, net		286,592			—			—				286,592			—		286,592
Total operating costs and expenses		21,880,626			1,480,221			72,384				23,433,231			—		23,433,231
Loss from operations		(2,402,160	)		(1,480,221	)		(72,384	)			(3,954,765	)		—		(3,954,765	)

Other income (expense):
Interest expense		(2,268,575	)		—			2,268,575		CC		—			—		—
Interest income		237,114			—			—				237,114			—		237,114
Interest income on investments held in Trust Account		—			2,251,571			(2,251,571	)	AA		—			—		—
Change in fair value of forward sale securities		—			1,625,060			(1,625,060	)	DD		—			—		—
Dividend income		153,452			—			—				153,452			—		153,452
Loss on digital assets held for investments, net		(920,467	)		—			—				(920,467	)		—		(920,467	)
Other income, net		589,992			—			—				589,992			—		589,992
Change in fair value of simple agreements for future equity		(1,368,000	)		—			1,368,000		DD		—			—		—
Change in fair value of derivative liability		(2,001,000	)		—			2,001,000		DD		—			—		—
Change in fair value of option liability		90,000			—			(90,000	)	DD		—			—		—
Realized gain on sale of available-for-sale debt securities		—			—			22,287		II		—					—
								(22,287	)	II
Total other income (expense), net		(5,487,484	)		3,876,631			1,670,944				60,091			—		60,091

Net income (loss) from continuing operations before income taxes		(7,889,644	)		2,396,410			1,598,560				(3,894,674	)		—		(3,894,674	)

Provision for income taxes		(43,008	)		—			—				(43,008	)		—		(43,008	)

Income (loss) from continuing operations, net of tax		(7,932,652	)		2,396,410			1,598,560				(3,937,682	)	$	—		(3,937,682	)

Net income (loss)		(7,932,652	)		2,396,410			1,598,560				(3,937,682	)		—		(3,937,682	)

Net income (loss) from continuing operations attributable to common stockholders	$	(7,932,652	)	$	2,396,410		$	1,598,560			$	(3,937,682	)	$	—	$	(3,937,682	)

Net loss from continuing operations per share of common stock and Class A common stock – basic and diluted	$	(0.88	)

Weighted average common stock and Class A common stock shares outstanding – basic and diluted		8,997,924

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS — (Continued)
FOR THE THREE MONTHS ENDED MARCH 31, 2026

	For The Three Months Ended March 31, 2026						Transaction Accounting Adjustments (Assuming No Redemptions)			Pro Forma Combined (Assuming No Redemptions)			Transaction Accounting Adjustments (Assuming 100% Redemptions)		Pro Forma Combined (Assuming 100% Redemptions)
	Securitize, Inc.			CEPT						Pro Forma Combined (Assuming No Redemptions)					Pro Forma Combined (Assuming 100% Redemptions)
Weighted average shares outstanding
Class A – Public shares					24,000,000
Class A – Private placement					580,000
Class B – Ordinary shares					6,000,000
Basic and diluted net loss per share
Class A – Public shares				$	0.08
Class A – Private placement				$	0.08
Class B – Ordinary shares				$	0.08
Weighted average shares outstanding – basic and diluted											171,125,245					146,521,495

Net loss from continuing operations per share – basic & diluted										$	(0.02	)			$	(0.03	)

Other comprehensive income (loss):
Foreign currency translation adjustment	$	49,886		$	—			—			49,886			—		49,886
Change in unrealized depreciation of available-for-sale debt securities		—			(115,760	)		115,760	II		—			—		—
Total other comprehensive income (loss)		49,886			(115,760	)		115,760			49,886			—		49,886
Comprehensive income (loss)	$	(7,882,766	)	$	2,280,650		$	1,714,320		$	(3,887,796	)	$	—	$	(3,887,796	)

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025

	For the Year Ended December 31, 2025						Transaction Accounting Adjustments (Assuming No Redemptions)				Pro Forma Combined (Assuming No Redemptions)			Transaction Accounting Adjustments (Assuming 100% Redemptions)				Pro Forma Combined (Assuming 100% Redemptions)
	Securitize, Inc.			CEPT							Pro Forma Combined (Assuming No Redemptions)							Pro Forma Combined (Assuming 100% Redemptions)
Revenue	$	62,152,140		$	—		$	—			$	62,152,140		$	—			$	62,152,140

Operating costs and expenses:
Cost of revenue (exclusive of items shown below)		13,472,042			—			—				13,472,042			—				13,472,042
Selling, general & administrative		20,525,686			1,773,577			21,654,943		GG		43,954,206			—				43,954,206
Compensation and benefits		37,176,194			—			—				37,176,194			—				37,176,194
Acquisition related transaction costs		—			—			27,648,469		BB		27,648,469			(6,250,000	)	BB		21,398,469
Provision for expected credit losses		397,382			—			—				397,382			—				397,382
Administrative expenses – related party		—			79,677			(79,677	)	EE		—			—				—
Loss on digital assets from operations, net		5,113,796			—			—				5,113,796			—				5,113,796
Total operating costs and expenses		76,685,100			1,853,254			49,223,735				127,762,089			(6,250,000	)			121,512,089
Loss from operations		(14,532,960	)		(1,853,254	)		(49,223,735	)			(65,609,949	)		6,250,000				(59,359,949	)

Other income (expense):
Interest expense		(6,892,872	)		—			6,390,414		CC		(502,458	)		—				(502,458	)
Interest income		1,177,726			—			(145,111	)	HH		1,032,615			—				1,032,615
Interest income on investments held in Trust Account		—			6,479,330			(6,479,330	)	AA		—			—				—
Dividend income		227,133			—			—				227,133			—				227,133
Change in fair value of forward sale securities		—			(4,608,560	)		4,608,560		DD		—			—				—
Other income, net		862,360			—			—				862,360			—				862,360
Change in fair value of simple agreements for future equity		(4,735,000	)		—			4,735,000		DD		—			—				—
Change in fair value of derivative liability		(11,719,000	)		—			11,719,000		DD		—			—				—
Change in fair value of option liability		(6,431,000	)		—			6,431,000		DD		—			—				—
Realized gain on sale of available-for-sale debt securities		—			—			138,047		II		—			—				—
								(138,047	)	II
Total other income (expense), net		(27,510,653	)		1,870,770			27,259,533				1,619,650			—				1,619,650

Net income (loss) from continuing operations before income taxes		(42,043,613	)		17,516			(21,964,202	)			(66,990,299	)		6,250,000				(57,740,299	)
Provision for income taxes		(324,550	)		—			—				(324,550	)		—				(324,550	)
Income (loss) from continuing operations, net of tax	$	(42,368,163	)	$	17,516		$	(21,964,202	)		$	(64,314,849	)	$	6,250,000			$	(58,064,849	)

Net income (loss)		(42,368,163	)		17,516			(21,964,202	)			(64,314,849	)		6,250,000				(58,064,849	)

Deemed dividend to preferred stockholders		(1,493,539	)		—			—				(1,493,539	)		—				(1,493,539	)
Net income (loss) from continuing operations attributable to common stockholders	$	(43,861,702	)	$	17,516		$	(24,665,733	)		$	(65,808,388	)	$	6,250,000			$	(59,558,388	)
Net loss from continuing operations per share of common stock and Class A common stock – basic and diluted	$	(4.98	)

Weighted average common stock and Class A common stock shares outstanding – basic and diluted		8,813,380

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS — (Continued)
FOR THE YEAR ENDED DECEMBER 31, 2025

	For the Year Ended December 31, 2025					Transaction Accounting Adjustments (Assuming No Redemptions)				Pro Forma Combined (Assuming No Redemptions)			Transaction Accounting Adjustments (Assuming 100% Redemptions)		Pro Forma Combined (Assuming 100% Redemptions)
	Securitize, Inc.			CEPT						Pro Forma Combined (Assuming No Redemptions)					Pro Forma Combined (Assuming 100% Redemptions)
Weighted average shares outstanding
Class A – Public shares					15,846,575
Class A – Private placement					382,959
Class B – Ordinary shares					6,000,000
Basic and diluted net loss per share
Class A – Public shares				$	0.00
Class A – Private placement				$	0.00
Class B – Ordinary shares				$	0.00
Weighted average shares outstanding – basic and diluted											171,125,245					146,521,495
Net loss from continuing operations per share – basic and Diluted										$	(0.38	)			$	(0.41	)

Other comprehensive income:
Foreign currency translation adjustment		627,402			—		—				627,402			—		627,402
Change in unrealized depreciation of available-for-sale debt securities		—			138,047		(138,047	)	II		—			—		—
Total other comprehensive income		627,402			138,047		(138,047	)			627,402			—		627,402
Comprehensive income (loss)	$	(41,740,761	)	$	155,563	$	(22,102,249	)		$	(63,687,447	)	$	6,250,000	$	(57,437,447	)

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COMBINED COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Description of the Business Combination

On October 27, 2025, CEPT entered into the Business Combination Agreement with Securitize, PubCo, SPAC Merger Sub and Company Merger Sub, under which (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company and a direct wholly-owned subsidiary of PubCo and (ii) Company Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving company and a direct wholly owned Subsidiary of PubCo.

The “Per Share Company Merger Consideration” is, for each share of Securitize Common Stock being converted into shares of PubCo Common Stock in the Securitize Merger, such number of shares of PubCo Common Stock equal to (a) (i) the Equity Value of Securitize (which is $1,250,000,000, subject to adjustments calculated in accordance with the Business Combination Agreement), divided by (b) the Fully-Diluted Company Shares (calculated in accordance with the Business Combination Agreement), divided by (iii) $10.00, and (b) the right to receive the relevant portion of 6,250,000 shares of PubCo Common Stock (the “Securitize Earnout Shares”), if any, attributable to such shares. The Per Share Company Merger Consideration used for purpose of these unaudited pro forma is 4.58.

The Securitize Earnout Shares will be issued to Securitize Stockholders if, at any time during the five (5) year period following the Closing Date, the VWAP of PubCo Common Stock exceeds certain price thresholds as described below: (i) one-third of the Securitize Earn-Out Shares will be issued if the VWAP of PubCo Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after the Closing, (ii) one-third of the Securitize Earnout Shares will be issued if the VWAP of PubCo Common Stock exceeds $20.00 for 20 out of any 30 trading days beginning 90 days after Closing, and (iii) one-third of the Securitize Earnout Shares will be issued if the VWAP of PubCo Common Stock exceeds $25.00 for 20 out of any 30 trading days beginning 90 days after Closing.

Contemporaneously with the execution of the Business Combination Agreement, CEPT, the Sponsor, PubCo and Securitize entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to surrender, for no consideration, up to 30% of its CEPT Class B Ordinary Shares immediately prior to, and conditioned upon, the consummation of the CEPT Merger (such number of Surrendered CEPT Shares to be determined pursuant to a formula taking into account the number of CEPT Redeemed Shares and the gross proceeds from the PIPE Investments exceeding $100,000,000). In addition, Sponsor agreed to subject the Sponsor Earnout Shares to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earnout during the Earnout Period, with one-third of such shares vesting in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing. Contemporaneously with the execution of the Business Combination Agreement, the PIPE Investors agreed to make a private investment in CEPT by purchasing Class A ordinary shares in the aggregate amount of $225,000,000 for $10.00 per share pursuant to PIPE Subscription Agreements. The net proceeds from the PIPE will be used by PubCo for transaction expenses, working capital and general corporate purposes. PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein. PubCo, Securitize and CEPT may seek to raise additional funds through private placement transactions, including PIPE transactions, or other forms of capital raising. There can be no assurance as to whether, when or on what terms any such future financings may be conducted.

The unaudited pro forma condensed combined information contained herein assumes that CEPT Shareholders approve the proposed Business Combination and that the PIPE Investors satisfy all of their commitments in cash. Public Shareholders may elect to redeem their Public Shares for cash even if they approve the proposed Business Combination. CEPT cannot predict how many of its Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, PubCo has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios, which produce different allocations of total PubCo equity between holders of PubCo common stock.

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As described in greater detail in Note 2 of the “Notes to Unaudited Pro Forma Condensed Combined Financial Information”, the first scenario, or “No Redemptions Scenario”, assumes that no Public Shareholders will exercise their right to have their Public Shares redeemed for cash, and the second scenario, or “100% Redemptions Scenario”, assumes that holders of 100% of the Public Shares exercise their right to have their Public Shares redeemed for cash. The actual results will likely be within the parameters described by the two scenarios, however, there can be no assurance regarding which scenario will be closest to the actual results.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of Public Shares into cash:

• Assuming No Redemptions: This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares.

• Assuming 100% Redemptions: This presentation assumes all 24,000,000 Public Shares are redeemed in connection with the Business Combination, for an aggregate redemption payment of approximately $252,353,188.

The following table summarizes the pro forma shares of PubCo Common Stock outstanding under the two scenarios (as described in greater detail in Note 2), excluding the potential dilutive effect of (i) the Securitize Earnout Shares; (ii) the Assumed Warrants; and (iii) the Assumed Options.

	No Redemptions Scenario	Ownership %		100% Redemptions Scenario	Ownership %
Public Shareholders	24,000,000	14.0	%	—	—	%
Securitize Common Securityholders(1)	46,262,801	26.8	%	46,262,801	31.3	%
Sponsor(3)	6,580,000	3.8	%	5,717,500	3.9	%
Securitize Preferred Securityholders(2)	73,582,444	42.6	%	73,582,444	49.7	%
PIPE Investors	22,500,000	13.0	%	22,500,000	15.2	%
Pro forma outstanding shares at March 31, 2026	172,925,245	100.0	%	148,062,745	100.1	%

____________

* Percentages may not sum to 100.0% due to rounding.

(1) Assumes the Securitize Equity Value is $1,256,902,231, which is the Equity Value as defined in the Business Combination Agreement of $1,250,000,000 and proceeds from the exercise of vested Company options and warrants of $6,902,231.

(2) Consists of 73,582,444 shares of PubCo Common Stock to be issued to the Securitize Preferred Securityholders upon exchange of 16,048,654 shares of Securitize Preferred Stock based on the Securitize Exchange Ratio.

(3) Includes 580,000 shares of PubCo Common Stock received in exchange for the CEPT Private Placement Shares and up to 6,000,000 Post-Combination Founder Shares after accounting for the surrender of CEPT Founder Shares based on redemptions in each scenario as calculated in accordance with the Sponsor Support Agreement. Certain of the Post-Combination Founder Shares are subject to an earn-out as further described herein.

Note 2. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, CEPT will be treated as the “accounting acquiree” and Securitize as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Securitize issuing shares for the net assets of CEPT, followed by a recapitalization. The net assets of CEPT will be stated at historical cost. Operations prior to the Business Combination will be those of Securitize.

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The pro forma adjustments reflecting the consummation of the Business Combination and related transactions are based on certain currently available information and certain assumptions and methodologies that the parties believe are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The parties believe that their assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical audited consolidated financial statements and notes thereto of SPAC and Securitize.

The Business Combination is a capital transaction in substance whereby CEPT will be treated as the acquired company for financial reporting purposes. This determination was primarily based on the following:

• Securitize Stockholders will own the majority of the issued and outstanding common shares of PubCo under both the No Redemptions Scenario and the 100% Redemptions Scenario;

• The current senior management of Securitize will comprise all key management of PubCo;

• The PubCo Board will be selected by Securitize pursuant to the terms of the Business Combination Agreement; and

• Operations of Securitize prior to the Business Combination will comprise the only ongoing operations of PubCo following the closing of the Transactions.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of CEPT Class A Ordinary Shares into cash:

• Assuming No Redemptions: This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares.

• Assuming 100% Redemptions: This presentation assumes all 24,000,000 Public Shares are redeemed in connection with the Business Combination, for an aggregate redemption payment of $252,353,188.

Note 3. Accounting Policies and Reclassifications

Management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management did not identify any material differences related to the application of the accounting policies applied by CEPT and Securitize that would require adjustments in the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

As part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align CEPT’s financial statement presentation with that of Securitize.

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Note 4. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. PubCo has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. CEPT and Securitize have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of PubCo Common Stock outstanding, assuming the closing of the Transactions occurred on January 1, 2025.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026 are as follows:

A. Represents the issuance of 22,500,000 CEPT Class A ordinary shares for $10.00 per share, for total proceeds of $216,409,000, which are net of issuance costs of $8,591,000, pursuant to the PIPE Investment, as further described in Note 1, and assumes the PIPE Investors satisfy all of their commitments in cash. The PIPE shares that are committed to the PIPE investors are recorded on CEPT’s March 31, 2026 balance sheet as a Forward sale securities liability of $2,983,500, which would be settled through accumulated deficit upon the issuance of the 22,500,000 CEPT Class A ordinary shares pursuant to the PIPE Investment.

B. Represents (1) in a No Redemptions Scenario, the reclassification of the remaining available-for-sale debt securities of $248,753,188 held in the Trust Account to Cash and cash equivalents, including the reclassification of CEPT accumulated other comprehensive income of $22,287 related to the cumulative unrealized appreciation of available-for-sale debt securities and; (2) in a 100% Redemptions Scenario, the redemption of 24,000,000 Public Shares for aggregate redemption payments of $252,353,188 allocated to PubCo Common Stock using a par value of $0.0001 per share and the excess to additional paid-in capital at a redemption price of approximately $10.51 per share, consisting of an initial redemption price of $10.36 per share, with an additional $0.15 per share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

C. Represents the conversion of $11,817,000 of simple agreements for future equity, $101,944,844 of Securitize convertible notes and related derivative liability, $31,300,000 Series Option preferred stock, and $124,815,029 of Series A through B-4 preferred stock, upon the closing of the Business Combination for 16,048,654 shares of historical Securitize Common Stock, which are exchanged into 73,582,444 shares of PubCo Common Stock using a par value of $0.0001 per share.

D. Represents preliminary estimated transaction costs of CEPT and Securitize in connection with the Business Combination. (1) CEPT’s preliminary total estimated transaction costs of $30,350,000 in a No Redemptions Scenario and (2) $24,100,000 in a 100% Redemptions Scenario, include advisory, printing, legal, and accounting fees. Out of the total estimated CEPT transaction costs, $2,701,531 of transaction costs have been incurred, consisting of $2,451,978 of transaction costs accrued and $249,553 paid by CEPT as of March 31, 2026. Therefore, the remaining $30,100,447 and $23,850,447 in a No Redemptions Scenario and a 100% Redemptions Scenario, respectively, are to be paid at Closing. These transaction costs are directly attributable to the Business Combination and are recorded to acquisition related transaction costs (refer to adjustment BB).

Securitize’s preliminary total estimated transaction costs of $21,059,000 in both a No Redemptions Scenario and a 100% Redemptions Scenario include legal, advisory, and accounting fees. Out of the total estimated Securitize transaction costs, $4,832,374 of transaction costs have been incurred and recorded as deferred offering costs, consisting of $4,077,878 of transaction costs accrued and $754,496 paid by

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Securitize as of March 31, 2026. Therefore, the remaining $20,304,504 of transaction costs will be paid in cash upon the closing of the Business Combination. The offering costs paid by Securitize are recorded as a reduction to additional paid-in capital given the Business Combination is being accounted for as a reverse recapitalization, while the offering costs paid by CEPT will be recorded as an expense.

E. Reflects the reversal of the accrual of the $0.15 per Public Shares for the redeeming Public Shareholders of $3,600,000.

F. To derecognize CEPT prepaid insurance and prepaid Nasdaq fee of $157,473 and $63,750, respectively, upon the Closing.

G. Represents the estimated fair value of the earnout liability for Securitize Earnout Shares upon consummation of the Business Combination. The maximum amount of Securitize Earnout Shares to be issued is 6,250,000, contingent upon the Release Events outlined below. The earnout liability for the Securitize Earnout Shares is recognized at its preliminary estimated fair value. After Closing, the earnout liability will be remeasured to its fair value at the end of each reporting period and subsequent changes in the fair value will be recognized in Securitize’s statement of operations within other income/expense. The Securitize Earnout Shares are issuable starting 90 days from the Closing Date and ending on the fifth anniversary of the Closing Date, however they are contingent upon various triggering events being met (a “Release Event”). The Release Events include three separate pricing thresholds (each an “Issuance Threshold) which can provide for the earnout shares to vest based on the future average prices of the PubCo Common Stock as listed on a public exchange:

• First Issuance Threshold = the weighted average stock price of PubCo Common Stock is greater than or equal to $15.00 per share for any twenty (20) trading days (which do not need to be consecutive) over a thirty (30) trading day period.

• Second Issuance Threshold = the weighted average stock price of PubCo Common Stock is greater than or equal to $20.00 per share for any twenty (20) trading days (which do not need to be consecutive) over a thirty (30) trading day period.

• Third Issuance Threshold = the weighted average stock price of PubCo Common Stock is greater than or equal to $25.00 per share for any twenty (20) trading days (which do not need to be consecutive) over a thirty (30) trading day period.

Notwithstanding anything to the contrary, in the event that during the Earnout Period, a merger, consolidation or similar transaction (as further described in the Business Combination Agreement) occurs where holders of PubCo Common Stock have the right to receive cash or securities, and the consideration per share of PubCo Common Stock would exceed one or more Issuance Threshold described above, the applicable Issuance Threshold will be deemed to have been satisfied and the applicable shares will be vested and issued to the applicable Securitize Stockholders.

These amounts are classified as liabilities in the unaudited pro forma condensed combined balance sheet, and a reduction of proceeds to be received by Securitize. The preliminary estimated fair values of the Securitize Earnout Shares were determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes based on certain underlying assumptions such as stock price, volatility and risk-free interest rates. These assumptions reflect the most reliable information available. The actual fair values could change materially once the final valuation is determined at the Closing. Following the Business Combination, these liabilities will be remeasured to fair value at each reporting date and subsequent changes in the fair value will be recognized in PubCo’s consolidated statement of operations. See Note 1 — Description of the Business Combination for more information.

The valuation of the earnout liability was calculated using a Monte Carlo simulation. The stock price on the valuation date was $10.00, with an earnout period beginning on the date that is the 90 days from the Closing Date and ending on the date that is the fifth anniversary of the Closing Date. The risk-free rate of the remaining term is 3.85%, and the rounded equity volatility is 64%. These inputs resulted in simulations determining estimated fair value outcomes between approximately $0 and $280,930,900. Therefore, adjustment G to the unaudited pro forma condensed combined balance sheet represents the probability-weighted estimated fair value of these outcomes of $49,954,000 and was used for the estimated fair value of the earnout liability.

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As the shares are only issuable upon the various Issuance Thresholds, the potential outcomes include a range from no liability (if no Release Event occurs) to the value of the full 6,250,000 shares to be issued if all three Release Events are achieved. Taking into account the potential upside due to share appreciation, the simulation provides a maximum aggregate liability of $93,643,633, or $44.95 on a per share basis on satisfaction of the First Issuance Threshold, $44.95 on a per share basis on satisfaction of Second Issuance Threshold, and $51.04 on a per share basis on satisfaction of the Third Issuance Threshold, for an average per share value of $46.98.

H. Represents the estimated fair value of earnout liability for the Sponsor Earnout Shares upon consummation of the Business Combination. The earnout liability for the Sponsor Earnout Shares is recognized at its preliminary estimated fair value. After Closing, the earnout liability will be remeasured to its fair value at the end of each reporting period and subsequent changes in the fair value will be recognized in Securitize’s statement of operations within other income/expense. Per the Sponsor Support Agreement, the Sponsor agreed to subject a maximum of 1,800,000 Post-Combination Founder Shares (the “Sponsor Earnout Shares”) to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earn-out during the Earnout Period.

The Sponsor Earnout Shares shall become fully vested in accordance with the following release events and pricing thresholds (a “Sponsor Release Event”):

(i) one-third of the Sponsor Earnout Shares being released if the VWAP of PubCo Common Stock exceeds $12.50 for 20 out of any 30 trading days beginning 90 days after Closing (the “First Price Threshold”).

(ii) one-third of the Sponsor Earnout Shares being released if the VWAP of PubCo Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after Closing (the “Second Price Threshold”).

(iii) one-third of the Sponsor Earnout Shares being released if the VWAP of PubCo Common Stock exceeds $17.50 for 20 out of any 30 trading days beginning 90 days after Closing (the “Third Price Threshold”), in each case, subject to early release for release events including a PubCo sale, change of control, going private transaction or delisting after the Closing.

The valuation of the Sponsor Earn-Out Shares liability was calculated using a Monte Carlo simulation. The stock price on the valuation date was $10.00, with an Earnout Period beginning on the date that is 90 days from the Closing Date and ending on the date that is the fifth anniversary of the Closing Date. The risk-free rate of the remaining term is 3.85%, and the rounded equity volatility is 64%. These inputs resulted in simulations determining estimated fair value outcomes between $0 and $27,486,000 on a No Redemptions Scenario and $23,534,888 on a 100% Redemptions Scenario. Therefore, adjustment H1 represents the probability weighted estimated fair value of these outcomes of $15,858,000, or $8.81 on a per share basis, was used for the estimated fair value of the Sponsor Earnout Shares liability in a No Redemptions Scenario and adjustment H2 represents the probability weighted estimated fair value of these outcomes of $13,578,412, or $8.81 on a per share basis, in a 100% Redemptions Scenario.

As the shares are only issuable upon the achievement of the Sponsor Release Events, the potential outcomes include a range from no liability (if no Sponsor Release Event occurs) to the value of the full 1,800,000 shares to be issued if all three Release Events are achieved. Taking into account the potential upside due to share appreciation, the simulation provides a maximum aggregate liability of $27,486,000 and $23,534,888, or $45.81 and $45.81 on a per share basis for First Price Threshold for a No Redemptions Scenario and a 100% Redemptions Scenario, respectively. For the Second Price Threshold, the simulation provides a maximum aggregate liability of $27,486,000 and $23,534,888, or $45.81 and $45.81 on a per share basis for Second Price Threshold for a No Redemptions Scenario and a 100% Redemptions Scenario, respectively. For the Third Price Threshold, the simulation provides a maximum aggregate liability of $27,486,000 and $23,534,888, or $45.81 and $45.81 on a per share basis for Third Price Threshold for a no Redemptions Scenario and a 100% Redemptions Scenario, respectively.

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I. Represents the recapitalization of Securitize’s historical equity (comprised of the par value of Securitize Common Stock of $2,603, the par value of Securitize Class A Common Stock of $33, Securitize accumulated other comprehensive income of $1,144,268, and Securitize Treasury Stock of $1,599,978) which is inclusive of any new securities issued in connection with the conversion of the convertible notes or the exercise of options into the PubCo Common Stock after giving effect to the Securitize Exchange Ratio at the closing. The shares are converted to 119,845,245 shares of PubCo Common Stock.

J. Represents the exercise of the NHTV Sierra Holdings LLC (“NHTV”) Option upon the closing of the business combination for proceeds of $20,000,000 and a release of option liability of $11,300,000. The NHTV Option is exercisable into Securitize Option Preferred Stock, which per the NHTV Option agreement means a series of Securitize’s Preferred Stock that is substantially identical to the shares of Standard Preferred Stock issued in the most recent Qualifying Raise.

K. In a No Redemptions Scenario, represents the reclassification of 24,000,000 Class A CEPT redeemable shares to non-redeemable shares immediately prior to the Closing, totaling $248,753,188.

L. Reflects the elimination of CEPT’s historical accumulated deficit through additional paid-in capital of (1) $30,774,105 No Redemptions Scenario and (2) $24,524,105 in a 100% Redemptions Scenario, respectively after recording the transaction costs incurred by CEPT as described in (D) above, the reversal of the $0.15 per public share accrual in ordinary shares subject to redemption as described in (E) above, the reversal of the accumulated other comprehensive income in adjustment (B) above, and the derecognition of CEPT prepaid insurance as described in (F) above to additional paid-in capital as part of the reverse recapitalization.

M. (1) Represents the conversion of 47,080,000 and 6,000,000 Class A and Class B CEPT ordinary shares into PubCo Common Stock in a No Redemptions Scenario, and (2) the conversion of 23,080,000 and 5,137,500 Class A and Class B CEPT ordinary shares into PubCo Common Stock in a 100% Redemptions Scenario.

N. Reflects the repayment of the Sponsor Loan of $604,841 which is presumed to be paid in cash at Closing, and the payment of all accrued expenses of CEPT of $93,159 at the Closing.

O. In the 100% Redemptions Scenario, reflects the draw by CEPT on the Sponsor Note of $3,600,000 to fund the $0.15 per Public Share to be paid to redeeming Public Shareholders for the 24,000,000 Public Shares being redeemed.

P. In the 100% Redemptions Scenario, reflects the $3,600,000 repayment of the Sponsor Note which is payable in cash at Closing.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations

AA. Reflects elimination of investment income from the Trust Account of $2,251,571 and $6,479,330 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively.

BB. Reflects estimated non-recurring transaction costs not reflected in the March 31, 2026 historical unaudited condensed financial statements, nor reflected in the December 31, 2025 historical audited financial statements. Estimated non-recurring transaction costs total $30,350,000 in a No Redemptions Scenario, and $24,100,000 in a 100% Redemptions Scenario to be incurred and paid by CEPT. The adjustment reflects CEPT’s non-recurring transaction costs as if they were incurred on January 1, 2025, the date the Business Combination occurred for purposes of the unaudited pro forma condensed combined statement of operations. As of March 31, 2026, CEPT recorded $2,701,531 of the transaction costs, therefore the adjustment reflects the recognition of the remaining $27,648,469 and $21,398,469 in a No Redemptions Scenario and a 100% Redemptions Scenario, respectively. The transaction costs that are expected to be incurred and paid by Securitize (in both a No Redemptions Scenario and 100% Redemptions Scenario) are recorded as a reduction in proceeds and therefore are excluded from this adjustment.

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CC. Reflects elimination of $6,390,414 and $2,268,575 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively, in interest expense incurred from Securitize’s convertible notes to be converted upon the completion of the Business Combination.

DD. Reflects elimination of the changes in fair values of the bifurcated derivatives related to the convertible notes, the option liability, and the simple agreements for future equity (“SAFEs”) to be converted upon the completion of the Business Combination. The adjustment reflects the elimination of a $2,001,000 and $11,719,000 loss related to the embedded derivatives, a $90,000 gain and a $6,431,000 loss related to the option liability and a $1,368,000 and $4,735,000 loss related to the SAFEs for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. The adjustment also reflects elimination of a $1,625,060 gain for the three months ended March 31, 2026 and the elimination of a $4,608,560 loss for the year ended December 31, 2025 related to the of the change in fair value of CEPT’s forward sale securities liability.

EE. Reflects elimination of the expenses incurred by the CEPT under the Administrative Services Agreement with the Sponsor as well as compensation to the independent directors of CEPT for their services prior to the completion of the Business Combination at the amounts recognized of $30,000 and $79,677 during the three months ended March 31, 2026 and during the year ended December 31, 2025, respectively.

FF. No tax effect has been recorded for the transaction accounting adjustments. The changes in fair value of the SAFE liability and derivative liability represent permanent differences and therefore do not impact taxable income. Securitize maintains a full valuation allowance on its deferred tax assets; accordingly, no tax benefit is recognized for the transaction costs, regardless of whether such costs are deductible or give rise to permanent or temporary differences. As a result, the transaction accounting adjustments do not impact the provision for income taxes.

GG. Represents the change in share based compensation expense of $102,384 and $21,654,943 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively, in connection with the Securitize stock options and Securitize warrants being assumed by PubCo post Business Combination and becoming an option and warrant to purchase shares of PubCo Common Stock.

HH. Reflects elimination of the interest income recognized of $145,111 during the year ended December 31, 2025, related to the note receivable from Securitize to Carlos Domingo, co-founder and CEO. The loan was repaid in full during the year ended December 31, 2025.

II. Reflects the realization of unrealized depreciation of available-for-sale debt securities and the elimination of the realized gain of $115,760 and $138,047 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively.

Note 5. Net Loss from Continuing Operations per Share

Net loss from continuing operations per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination. As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss from continuing operations per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented.

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The unaudited pro forma condensed combined financial information has been prepared to present two alternative scenarios with respect to redemption of Public Shares of common stock by Public Shareholders at the time of the Business Combination for the three months ended March 31, 2026 and for the year ended December 31, 2025:

	For the Three Months Ended March 31, 2026(1)						For the Year Ended December 31, 2025(1)
	Assuming No Additional Redemptions			Assuming 100% Additional Redemptions			Assuming No Additional Redemptions			Assuming 100% Additional Redemptions
Numerator:
Net loss from continuing operations	$	(3,937,682	)	$	(3,937,682	)	$	(64,314,849	)	$	(58,064,849	)
Deemed dividend to preferred stockholders		—			—			(1,493,539	)		(1,493,539	)
Net loss from continuing operations attributable to common stockholders – basic and diluted	$	(3,937,682	)	$	(3,937,682	)	$	(65,808,388	)	$	(59,558,388	)

Denominator:
Weighted average shares outstanding – basic and diluted		171,125,245			146,521,495			171,125,245			146,521,495

Net loss from continuing operations per share:
Basic and diluted	$	(0.02	)	$	(0.03	)	$	(0.38	)	$	(0.41	)

Potentially dilutive securities(2):
Securitize Earnout Shares		6,250,000			6,250,000			6,250,000			6,250,000
Sponsor Earnout Shares		1,800,000			1,541,250			1,800,000			1,541,250
Assumed Warrants		3,829,432			3,829,432			3,829,432			3,829,432
PubCo Common Stock issuable upon exercise of the Assumed Options		9,987,617			9,987,617			9,987,617			9,987,617

____________

(1) Pro forma net income (loss) from continuing operations per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.”

(2) The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss from continuing operations per share, basic and diluted, because their effect would have been anti-dilutive and/or issuance or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented.

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Information About CEPT

Overview

CEPT is a blank check company incorporated in the Cayman Islands on November 11, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). CEPT is an early stage and emerging growth company and, as such, CEPT is subject to all of the risks associated with early stage and emerging growth companies.

CEPT Ordinary Shares and CEPT IPO

In November 2020, the Sponsor purchased 14,375,000 CEPT Class B Ordinary Shares for a purchase price of $25,000. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 CEPT Class B Ordinary Shares, which CEPT cancelled, resulting in a decrease in the total number of CEPT Class B Ordinary Shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, CEPT effected a share capitalization, resulting in an increase in the total number of issued CEPT Class B Ordinary Shares from 5,000,000 to 6,000,000 shares.

Following the completion of the CEPT IPO and CEPT Private Placement, a total of $240,000,000, comprised of the net proceeds from the CEPT IPO and the CEPT Private Placement, was placed in the Trust Account. As of March 31, 2026, the Trust Account balance was approximately $248,753,000.

Since the CEPT IPO, CEPT’s activity has been limited to the search and evaluation of and negotiation with acquisition targets for its initial business combination.

The Public Shares are traded on Nasdaq under the symbol “CEPT.” The Public Shares commenced public trading on May 2, 2025.

Experience of the Sponsor and its Affiliates

CEPT, the Sponsor, and CF&Co. are all affiliates of Cantor. Cantor is a diversified company primarily specializing in financial and real estate services for customers operating in the global financial and commercial real estate markets. Cantor’s businesses include CF&Co., a leading independent middle market investment bank and primary dealer; a controlling interest in BGC Group, Inc. (“BGC”), whose Class A common stock trades on the Nasdaq under the ticker symbol “BGC,” a leading global brokerage and technology company primarily servicing the global financial markets; and a controlling interest in Newmark Group, Inc. (“Newmark”), whose Class A common stock trades on the Nasdaq under the ticker symbol “NMRK,” a leading full-service commercial real estate services business.

Cantor was founded over 75 years ago and was led by Howard W. Lutnick from 1992 until February 2025 when he became the United States Secretary of Commerce. Cantor has successfully built a well-capitalized business across multiple business lines. Cantor has been at the forefront of financial and technological innovation in its industries, developing electronic markets and providing superior service to thousands of customers globally.

Over the last 30 years, Cantor has expanded from a broker of fixed income and equity products to a premier global financial services provider, which is recognized for its leading offerings across several areas including:

• institutional equity and fixed income capital markets services;

• investment banking;

• prime brokerage;

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• fully electronic execution of various financial asset classes;

• market data;

• financial software and analytics;

• wholesale financial brokerage;

• energy and commodities brokerage;

• software and network services; and

• commercial real estate services, asset management, loan servicing and financing operations.

Cantor and its affiliates have a history of making successful acquisitions. Since 2005, Cantor and its affiliates have acquired over 75 companies in the financial and real estate services industries. In financial services, these acquisitions have included, among others, the publicly traded wholesale and inter-dealer brokerage firm GFI Group, Inc. (“GFI”), Sunrise Brokers Group, a global leader in listed and over the counter (“OTC”) derivative products brokerage, and Ed Broking Group Limited (“Ed Broking”), an independent Lloyd’s of London insurance broker (which BGC subsequently sold in November 2021). In real estate services, these acquisitions have included, among others, Newmark & Company Real Estate, Inc., Berkeley Point Financial LLC, which is one of the nation’s leading providers of multifamily capital solutions, engaged primarily in the origination, funding, sale and servicing of multifamily loans guaranteed by Government Sponsored Enterprises, Grubb & Ellis, Apartment Realty Advisors (“ARA”), and Cornish & Carey Commercial Inc. (“Cornish & Carey”). Most of Newmark’s subsidiaries, including, ARA, Berkeley Point and Cornish & Carey now operate under the name “Newmark” or “NKF.”

Cantor has also successfully exited from many of its acquisitions and investments. For example, in 1996, Cantor launched eSpeed, its fully electronic treasuries trading platform. Cantor developed and launched eSpeed, which consummated an initial public offering in 1996, and into which a predecessor of BGC was merged in 2008. In June 2013, BGC sold the eSpeed business to Nasdaq, Inc. for $750 million in cash and up to $484 million of Earnout shares of Nasdaq, Inc. (based on the stock price of Nasdaq, Inc. at the time the deal was announced). Following BGC’s acquisition of GFI in 2015, BGC, whose controlling stockholder is Cantor, sold GFI’s Trayport business, a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, to Intercontinental Exchange, Inc. (“ICE”) for $650 million in exchange for 2,527,658 ICE common shares issued with respect to the $650 million purchase price as adjusted at closing. In addition, on November 1, 2021, BGC successfully completed the sale of its insurance brokerage business (including Ed Broking and Besso) pursuant to which BGC received gross cash proceeds of approximately $535 million from the buyer. The investment in BGC’s insurance brokerage business generated an internal rate of return of 21.2% for BGC’s shareholders.

Entities controlled by Cantor have also sponsored fourteen additional SPACs: CF Finance Acquisition Corp. (“CFAC I”), CF Finance Acquisition Corp. II (“CFAC II”), CF Finance Acquisition Corp. III (“CFAC III”), CF Acquisition Corp. IV (“CFAC IV”), CF Acquisition Corp. V (“CFAC V”), CF Acquisition Corp. VI (“CFAC VI”), CF Acquisition Corp. VII (“CFAC VII”), CF Acquisition Corp. VIII (“CFAC VIII”), Cantor Equity Partners, Inc. (“CEP”), Cantor Equity Partners I, Inc. (“CEP I”), Cantor Equity Partners III, Inc. (“CEP III”), Cantor Equity Partners IV, Inc. (“CEP IV”), Cantor Equity Partners V, Inc. (“CEP V”) and Cantor Equity Partners VI, Inc. (“CEP VI”).

CFAC I consummated its initial public offering in December 2018 and consummated its initial business combination in November 2020 with GCM Grosvenor Inc. (“GCM Grosvenor”), a global alternative asset management firm, whose stock price as of May 18, 2026 was $10.77.

CFAC II consummated its initial public offering in August 2020 and consummated its initial business combination in March 2021 with View, Inc. (“View”), a smart buildings platform and technology company, that was taken private by its creditors in connection with a Chapter 11 financial restructuring in May 2024.

CFAC III consummated its initial public offering in November 2020 and consummated its initial business combination in August 2021 with AEye, Inc. (“AEye”), a provider of active lidar systems technology for vehicle autonomy, advanced driver-assistance systems and robotic vision applications, whose stock price as of May 18, 2026 was $1.86 (after giving effect to a 30:1 reverse stock split in December 2023).

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CFAC V consummated its initial public offering in February 2021 and consummated its initial business combination in January 2022 with Satellogic, Inc. (“Satellogic”), a vertically integrated geospatial analytics company, whose stock price as of May 18, 2026 was $9.54.

CFAC VI consummated its initial public offering in February 2021 and consummated its initial business combination in September 2022 with Rumble Inc. (“Rumble”), a neutral video platform, whose stock price as of May 18, 2026 was $7.50.

CFAC VIII consummated its initial public offering in March 2021 and consummated its initial business combination in November 2023 with XBP Global Holdings, Inc. (formerly known as XBP Europe, Inc.) (“XBP”), a pan-European integrator of bills and payments, whose stock price as of May 18, 2026 was $2.06 (after giving effect to a 10:1 reverse stock split in December 2025).

CFAC IV consummated its initial public offering in December 2020 and was liquidated in December 2023. CFAC VII consummated its initial public offering in December 2021 and was liquidated in December 2024.

CEP consummated its initial public offering in August 2024 and consummated its initial business combination in December 2025 with Twenty One Capital, Inc. (“Twenty One”), a Bitcoin-focused operating company that builds businesses across financial services and capital markets, providing shareholders with direct exposure to Bitcoin, whose share price as of May 18, 2026 was $7.77.

CEP I consummated its initial public offering in January 2025 and entered into a business combination agreement with respect to its initial business combination on July 16, 2025 with BSTR Holdings, Inc. (“BSTR”), BSTR Intermediate, BSTR Holdings (Cayman), BSTR Newco, LLC, PEMS Sub A, Inc., PEMS Sub B, Inc. and PEMS Merger Sub C, Inc. BSTR is a newly formed entity seeking to catalyze the fusion of Bitcoin and capital markets to accumulate Bitcoin, generate in-kind Bitcoin yield, and advise corporates and sovereigns on Bitcoin-based treasury strategies.

CEP III consummated its initial public offering in June 2025 and consummated its initial business combination in May 2026 with AIR Global PLC (“AIR”) and AIR Limited, a global leader in hookah and pioneer in advanced inhalation technologies, whose share price as of May 18, 2026 was $10.44. Approximately 81.1% of CEP III’s public shares were redeemed in connection with the consummation of its initial business combination with AIR.

CEP IV consummated its initial public offering in August 2025, CEP V consummated its initial public offering in November 2025, and CEP VI consummated its initial public offering in February 2026.

CEP I, CEP IV, CEP V and CEP VI are referred to herein as the “Active Cantor SPACs” and CFAC I, CFAC II, CFAC III, CFAC IV, CFAC V, CFAC VI, CFAC VII, CFAC VIII, CEP and CEP III are referred to herein as the “Prior Cantor SPACs.”

Notwithstanding the foregoing descriptions, past performance of Cantor, CEPT’s management team, any of their respective affiliates and any Prior Cantor SPAC is not a guarantee (i) that CEPT will be able to successfully consummate the closing of any business combination into which it has entered; or (ii) that the post-business combination performance of any such combined company will be positive. You should not rely on any positive historical performance records of Cantor, CEPT’s management team, any of their respective affiliates or any Prior Cantor SPAC as indicative of CEPT’s future performance. CEPT’s officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities, including the Active Cantor SPACs.

Recent Developments

The Business Combination Agreement

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continuing as the surviving entity in the CEPT Merger, and (a) with CEPT Shareholders holding CEPT Class B Ordinary Shares receiving one CEPT Class A Ordinary Share in exchange for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than the Surrendered CEPT Shares), and (b) immediately thereafter, each CEPT Class A Ordinary Share will be cancelled, in exchange for the right of CEPT Shareholders holding CEPT Class A Ordinary Shares to receive one share of PubCo Common Stock for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any Public Shares for which a Public Shareholder has made a valid redemption request in accordance with the CEPT Memorandum and Articles and the CEPT IPO Prospectus), and (ii) 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 in the Securitize Merger, and with Securitize Stockholders receiving shares of PubCo Common Stock in exchange for their Securitize Shares.

As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement, SPAC Merger Sub and Securitize will become wholly-owned subsidiaries 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.

PIPE Investment

Fair Market Value of Acquisition Target

So long as CEPT maintains a listing for its CEPT Class A Ordinary Shares on Nasdaq, CEPT must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with its initial business combination. As discussed in the Section titled “The Business Combination Proposal — Satisfaction of 80% Test,” the CEPT Board made the determination as to the fair market value of the Business Combination and that this test was met in connection with the proposed Business Combination with Securitize. The CEPT Board believes that the financial skills and background of its members qualified it to conclude that the Business Combination with Securitize met this requirement

Voting Restrictions in Connection with the Meeting

CEPT Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned CEPT Ordinary Shares at the close of business on May 11, 2026, which is the Record Date for the Meeting. CEPT Shareholders are entitled to one vote at the Meeting for each CEPT Ordinary Share held as of the Record Date. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the Public Shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your Public Shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

Redemption Rights for Public Shareholders in Connection with the Business Combination

Under the CEPT Memorandum and Articles, in connection with any proposed initial business combination, if CEPT seeks shareholder approval of an initial business combination, Public Shareholders must be offered the opportunity to redeem their Public Shares, regardless of whether they vote for or against the proposed initial business combination, subject to the limitations described in the CEPT Memorandum and Articles as described in the CEPT IPO Prospectus and herein. Accordingly, in connection with the Business Combination with Securitize, Public Shareholders may seek to redeem their Public Shares in accordance with the procedures set forth in this proxy statement/prospectus. Notwithstanding the foregoing, the CEPT Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 15% or more of the Public Shares in the aggregate, without the prior consent of CEPT.

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Redemption of Public Shares and Liquidation if no Initial Business Combination

The CEPT Memorandum and Articles provides that CEPT will have only until the end of the Combination Period (which is a period of 24 months from the consummation of the CEPT IPO) to complete an initial business combination. If CEPT has not completed an initial business combination by the end of the Combination Period and does not seek CEPT Shareholder approval to amend the CEPT Memorandum and Articles to extend the date by which CEPT must consummate an initial business combination or by such earlier liquidation date as the CEPT Board may approve, CEPT will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to CEPT to pay its taxes, divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of CEPT’s remaining shareholders and the CEPT Board, liquidate and dissolve, subject in each case to CEPT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

CEPT has entered into letter agreements with the Sponsor and its officers and directors, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any CEPT Founder Shares or CEPT Private Placement Shares held by them if CEPT fails to complete an initial business combination by the end of the Combination Period. However, if such persons acquire Public Shares in or after the CEPT IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if CEPT fails to complete an initial business combination by the end of the Combination Period.

The Sponsor and CEPT’s directors and officers have also agreed that they will not propose any amendment to the CEPT Memorandum and Articles (i) to modify the substance or timing of CEPT’s obligation to allow redemptions in connection with an initial business combination or to redeem 100% of the Public Shares if CEPT does not complete an initial business combination by the end of the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless CEPT provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to CEPT to pay its taxes, divided by the number of then outstanding Public Shares.

CEPT expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds of the CEPT IPO and CEPT Private Placement held outside the Trust Account, the Sponsor Loan and any Working Capital Loans (as defined below). However, if those funds are not sufficient to cover the costs and expenses associated with implementing CEPT’s plan of dissolution, CEPT is not permitted to withdraw any interest earned on the Trust Account balance for such purpose.

As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $248.8 million as of March 31, 2026, the per-share redemption amount received by Public Shareholders upon CEPT’s dissolution would be approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes). The funds deposited in the Trust Account could, however, become subject to the claims of CEPT’s creditors, which would have higher priority than the claims of Public Shareholders. CEPT cannot assure you that the actual per-share redemption amount received by Public Shareholders will not be substantially less than estimated $10.51 per share redemption amount. While CEPT intends to pay such amounts, if any, CEPT cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

Although CEPT seeks to have all vendors, service providers (other than the underwriters of the CEPT IPO and Withum, its independent registered public accounting firm), prospective acquisition targets and other entities with which CEPT does business execute agreements with CEPT waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

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bringing claims against the Trust Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against CEPT’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, CEPT’s management will consider whether competitive alternatives are reasonably available to CEPT and will only enter into an agreement with such third-party if CEPT management believes that such third party’s engagement would be in the best interests of CEPT under the circumstances. Examples of possible instances where CEPT may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by CEPT management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where CEPT management is unable to find a service provider willing to execute a waiver. Withum and the underwriters of the CEPT IPO have not executed agreements with CEPT waiving such claims to the monies held in the Trust Account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CEPT and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to CEPT if and to the extent any claims by a third party (other than Withum and the underwriters of the CEPT IPO) for services rendered or products sold to CEPT, or a prospective acquisition target with which CEPT has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes paid and payable, and (B) $0.15 per redeemed Public Share pursuant to the Sponsor Note, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEPT’s indemnity of the underwriters of the CEPT IPO against certain liabilities, including liabilities under the Securities Act.

However, CEPT has not asked the Sponsor to reserve for such indemnification obligations, nor has CEPT independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and CEPT believes that the Sponsor’s only assets are the CEPT Ordinary Shares that it owns. Therefore, CEPT cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for CEPT’s initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, CEPT may not be able to complete its initial business combination and a Public Shareholder would receive such lesser amount per Public Share in connection with any redemption of its Public Shares. None of CEPT’s officers or directors will indemnify CEPT for claims by third parties including, without limitation, claims by vendors and prospective acquisition targets.

In the event that the funds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the Trust Account assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, CEPT’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While CEPT currently expects that its independent directors would take legal action on CEPT’s behalf against the Sponsor to enforce its indemnification obligations to CEPT, it is possible that CEPT’s independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, CEPT cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note).

If CEPT files a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against CEPT that is not dismissed, the funds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in CEPT’s bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of CEPT Shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, CEPT cannot assure you that it will be able to return $10.15 per share to Public Shareholders. Additionally, if CEPT files a bankruptcy or winding-up petition or an involuntary bankruptcy or

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winding-up petition is filed against CEPT that is not dismissed, any distributions received by CEPT Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by CEPT Shareholders. Furthermore, the CEPT Board may be viewed as having breached its fiduciary duty to CEPT’s creditors and/or may have acted in bad faith, and thereby exposing itself and CEPT to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. CEPT cannot assure you that claims will not be brought against CEPT for these reasons.

Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of the Public Shares if CEPT does not complete its initial business combination by the end of the Combination Period, (ii) in connection with a shareholder vote to amend the CEPT Memorandum and Articles (x) to modify the substance or timing of CEPT’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Public Shares if it does not complete its initial business combination by the end of the Combination Period or (y) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of CEPT’s initial business combination. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event CEPT seeks shareholder approval in connection with its initial business combination, a Public Shareholder’s voting in connection with such initial business combination alone will not result in a Public Shareholder’s redeeming its Public Shares for an applicable pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions of the CEPT Memorandum and Articles, like all provisions of the CEPT Memorandum and Articles, may be amended with a shareholder vote.

Employees

CEPT currently has two executive officers: Brandon G. Lutnick, Chairman and Chief Executive Officer, and Jane Novak, Chief Financial Officer.

Directors and Executive Officers

CEPT’s executive directors and officers are as follows as of the date of this proxy statement/prospectus:

Name	Age	Title
Brandon G. Lutnick	28	Chairman and Chief Executive Officer
Jane Novak	61	Chief Financial Officer
Danny H. Salinas	45	Director
Robert G. Sharp	60	Director
Louis Zurita	65	Director
Dr. Mukesh Prasad	55	Director

Brandon G. Lutnick has been CEPT’s Chairman and Chief Executive Officer since January 2025. Mr. Lutnick is also the Chairman and Chief Executive Officer of Cantor and CFGM, positions he has held since February 2025. Mr. Lutnick joined Cantor in April 2022 and most recently worked as an Executive at Cantor, driving the firm’s strategy and overseeing other projects relating to Cantor and its affiliates. Mr. Lutnick has also been a director of BGC Group, Inc. since February 2025. Mr. Lutnick has also served as the Chairman and Chief Executive Officer of CEP I since December 2024, of each of CEP IV and CEP V since January 2025, and of CEP VI since July 2025. Mr. Lutnick has also served as the Chairman of Cantor Fitzgerald Income Trust, Inc. since March 2025. Mr. Lutnick previously served as the Chairman and Chief Executive Officer of CEP from December 2024 until consummation of its initial business combination with Twenty One in December 2025 and of CEP III from January 2025 until consummation of its initial business combination with AIR in May 2026. Mr. Lutnick previously worked in equity sales and trading at CF&Co. from April 2022 to November 2023. Prior to joining Cantor, Mr. Lutnick started his career at Oak Hill Advisors where he served as a credit analyst from July 2021 to April 2022. Mr. Lutnick graduated from Stanford University with a B.S. in Symbolic Systems in May 2021. CEPT believes that Mr. Lutnick is qualified to serve as a member of the CEPT Board due to his business experience.

Jane Novak has been CEPT’s Chief Financial Officer since June 2024. Ms. Novak joined Cantor in October 2017 and, since then, has served as the Global Head of Accounting Policy. In this role, Ms. Novak provides guidance to Cantor and its affiliates on complex accounting matters, including, among other things, compliance

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with GAAP, the International Accounting Standards Board, and SEC pronouncements, establishing formal accounting policies, reviewing SEC filings, leading new accounting standards implementation and monitoring standard-setting activities. Ms. Novak has also served as the Chief Financial Officer of CEP I since May 2024, of each of CEP IV and CEP V since June 2024, and of CEP VI since July 2025. Ms. Novak served as the Chief Financial Officer of CFAC III from July 2021 until consummation of its initial business combination with AEye in August 2021, as Chief Financial Officer of CFAC V from July 2021 until consummation of its business combination with Satellogic in January 2022, as Chief Financial Officer of CFAC VI from July 2021 until consummation of its business combination with Rumble in September 2022, as the Chief Financial Officer of CFAC VIII from July 2021 until consummation of its business combination with XBP in November 2023, as the Chief Financial Officer of CEP from November 2021 until consummation of its business combination with Twenty One in December 2025, as the Chief Financial Officer of CEP III from June 2024 until consummation of its initial business combination with AIR in May 2026, as the Chief Financial Officer of CFAC IV from July 2021 to December 2023 when it liquidated and as the Chief Financial Officer of CFAC VII from November 2021 to December 2024 when it liquidated. Prior to joining Cantor, Ms. Novak worked for a number of financial services institutions holding accounting policy, financial reporting and SEC reporting positions of progressive responsibility. Ms. Novak began her career in the audit practice at Deloitte’s New York office, serving financial services clients. Ms. Novak graduated summa cum laude from Brooklyn College, CUNY, with a B.S. in Accounting. Ms. Novak holds an active CPA license from the State of New York and is a member of the American Institute of Certified Public Accountants.

Danny H. Salinas has served as a member of the CEPT Board since May 2025. Mr. Salinas joined Cantor in September 2023 and has served as Senior Managing Director and Chief Financial Officer. As Chief Financial Officer, Mr. Salinas is responsible for Cantor’s financial operations, including accounting, finance, regulatory reporting, treasury, financial planning and analysis, as well as taxation, risk management and investor relations. Mr. Salinas is a seasoned veteran with over 20 years of experience. Mr. Salinas has also served as a director of CEP I since January 2025, CEP IV since August 2025, CEP V since November 2025 and CEP VI since February 2026. Mr. Salinas has also served as a director, Chief Financial Officer and Treasurer of Cantor Fitzgerald Income Trust, Inc. since September 2025. Mr. Salinas previously served as a director of CEP from August 2024 until consummation of its business combination with Twenty One in December 2025, and of CEP III from June 2025 until consummation of its business combination with AIR in May 2026. Prior to joining Cantor, he held various executive positions for over a decade at TD Bank Group. Mr. Salinas served as Chief Financial Officer in TD Securities from April 2018 to September 2023. Mr. Salinas served as Head of US Tax Planning from March 2013 to March 2018. Mr. Salinas also practiced as a tax attorney at Simpson, Thacher & Bartlett, from September 2008 to March 2013, where he advised on strategic corporate transactions. He began his career at Deloitte & Touche, where he received his CPA license. Mr. Salinas holds FINRA Series 27 and 79 licenses. Mr. Salinas holds a J.D. from Georgetown University, where he graduated magna cum laude, and a B.S. in accounting from Rutgers University. CEPT believes that Mr. Salinas is qualified to serve as a member of the CEPT Board due to his extensive experience in business management.

Robert G. Sharp has served as a member of the CEPT Board since August 2025. Mr. Sharp has approximately 30 years of experience in corporate acquisitions and strategically building equity value, combining financial and operational expertise. Since January 2014, Mr. Sharp has been Co-CEO of Ramy Brook, a leading contemporary fashion brand. Mr. Sharp has also been a Principal at Union Investment Management, a real estate finance company, since December 2023. Since January 2014 Mr. Sharp has been active in private equity as a personal investor. Mr. Sharp has also served as a director of CEP I since January 2025. Previously, Mr. Sharp was a founding partner and member of the Executive Committee of MidOcean Partners, a leading private equity firm, from February 2003 to December 2013. From September 1999 to February 2003, Mr. Sharp was a Managing Director at DB Capital Partners, the private equity division of Deutsche Bank, which was acquired out of Deutsche Bank to form MidOcean Partners. Mr. Sharp joined DB Capital Partners from Investcorp International, a global private equity firm. Mr. Sharp has served on numerous corporate boards throughout his career, including as the previous Chairman of Thomas Scientific, one of the largest suppliers of laboratory products and services. Mr. Sharp also served as a director of CFAC from March 2019 until consummation of its business combination with GCM Grosvenor, Inc. in November 2020, as a director of CFAC III from November 2020 until consummation of its business combination with AEye, Inc. in August 2021, as a director of CFAC VIII from March 2022 until consummation of its business combination with XBP in November 2023 and as a director of CFAC VII from December 2021 to December 2024 when it liquidated. Mr. Sharp is a member of the Advisory Board of Mount Sinai Hospital, and recently completed his seven year term as a member of the Steering Committee of Duke University’s Financial Economics Center. Mr. Sharp received his B.A. in Economics, Phi Beta Kappa, Summa Cum Laude, from

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Union College, and his M.B.A in Finance from Columbia University, where he was a Samuel Bronfman Fellow. CEPT believes that Mr. Sharp is qualified to serve as a member of the CEPT Board due to his extensive investment, public company and management experience.

Louis Zurita has served as a member of the CEPT Board since May 2025. Mr. Zurita has over 30 years of experience owning, operating, acquiring, and developing commercial and residential real estate in the United States and the Caribbean. Mr. Zurita is an active investor in the real estate market and currently serves as the managing member of a number of real estate investment vehicle companies. Mr. Zurita was also the Co-founder and Chief Executive Officer of a leading e-commerce platform in the Dominican Republic from May 2011 until March 2020. Mr. Zurita also served as a director of CEP from August 2025 until consummation of its business combination with Twenty One in December 2025. In addition, Mr. Zurita has been a board member of Remate Lince S.A.P.I. de C.V. since 2017, and has served as a Trustee of Cantor Fitzgerald Infrastructure Fund since March 2022, Cantor Select Portfolios since April 2022 and each of the Cantor Fitzgerald Commodity Return Strategy Fund and Cantor Fitzgerald Commodity Return Strategy Portfolio since March 2026. Previously, Mr. Zurita was a board member for Cantor Futures Exchange L.P. (“Cantor Exchange”) from December 2016 to November 2021 and the Chairman of the Regulatory Oversight Committee of Cantor Exchange from February 2018 until November 2021. Mr. Zurita also served as a director of CFAC V from January 2021 until consummation of its business combination with Satellogic in January 2022 and as a director of CFAC IV from December 2020 to December 2023 when it liquidated. Mr. Zurita received his MBA from Columbia University, an MS in Dynamics of Organization from the University of Pennsylvania and a B.Arch from Pratt Institute School of Architecture. CEPT believes that Mr. Zurita is qualified to serve as a member of the CEPT Board due to his extensive investment and management experience.

Dr. Mukesh Prasad has served as a member of the CEPT Board since May 2026. Dr. Prasad is an accomplished executive with comprehensive experience in finance, investing and medicine. Since 2014, Dr. Prasad has served as Founder and Co-Managing Partner of Innova Capital Partners (“Innova”), a private global investment firm with a strategy predicated on identifying disruptive innovations. Dr. Prasad is responsible for the strategic growth and capital resources for Innova. Dr. Prasad has also served as a director of CEP V since November 2025. Dr. Prasad is also an Otolaryngologist at Weill Cornell Medical College, where he has practiced and served as Associate Professor of Clinical Otolaryngology and Head and Neck Surgery since 2002. Dr. Prasad also served on the institution’s Operating Board, Finance Committee, and as Chair of the Weill Cornell General Faculty Council from 2016 to 2018. Dr. Prasad obtained his bachelor’s degree, with honors, in Government from Harvard College, with a focus on Economic and Social Policies, and a Doctorate in Medicine from The Johns Hopkins College of Medicine. Dr. Prasad completed his Otolaryngology and Head & Neck Surgery training at New York Presbyterian and Memorial Sloan Kettering Hospitals. Dr. Prasad has been a Member of the Council on Foreign Relations since 2015. CEPT believes that Dr. Prasad is qualified to serve as a member of the CEPT Board due to his extensive experience in finance and investing.

Family Relationships

No family relationships exist between any of CEPT’s directors or executive officers.

Number and Terms of Office of Officers and Directors

CEPT has five directors. Prior to the closing of CEPT’s initial business combination, only holders of CEPT Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or continuing CEPT in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of CEPT approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands). Holders of the Public Shares are not entitled to vote on such matters during such time. These provisions of the CEPT Memorandum and Articles relating to these rights of holders of CEPT Class B Ordinary Shares may be amended by a special resolution passed by a majority of at least 90% of CEPT Ordinary Shares voting in a general meeting. Approval of CEPT’s initial business combination will require the affirmative vote of a majority of the CEPT Board. The CEPT Board is divided into two classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting of shareholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, CEPT is not required to hold an annual general meeting until one year after its first fiscal year end following CEPT’s listing on Nasdaq. The term of office of the first class of directors, consisting of Messrs. Sharp and Zurita, will expire at CEPT’s first annual general meeting. The term of office of the second class of directors, consisting of Messrs. Lutnick and

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Salinas and Dr. Prasad will expire at CEPT’s second annual general meeting. CEPT may not hold an annual general meeting until after it consummates its initial business combination. Subject to the terms of any preference shares, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then issued and outstanding CEPT Ordinary Shares entitled to vote generally in the appointment of directors, voting together as a single class; provided, however, that prior to the consummation of CEPT’s initial business combination, any or all of the directors may be removed from office, for cause or not for cause, only by the affirmative vote of holders of a majority of the voting power of all then issued and outstanding CEPT Class B Ordinary Shares. Subject to any other special rights applicable to the CEPT Shareholders, including holders of preference shares, whenever any director shall have been elected by the holders of any class of shares voting separately as a class, such director may be removed and the vacancy filled only by the holders of that class of shares voting separately as a class. Vacancies caused by any such removal and not filled by the CEPT Shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, and in any case, prior to the consummation of CEPT’s initial business combination, by a majority of the holders of the CEPT Class B Ordinary Shares, and any director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

CEPT’s officers are appointed by the CEPT Board and serve at the discretion of the CEPT Board, rather than for specific terms of office. The CEPT Board is authorized to appoint persons to the offices set forth in the CEPT Memorandum and Articles as it deems appropriate. The CEPT Memorandum and Articles provide that its officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Senior Managing Directors, Managing Directors, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the CEPT Board.

Controlled Company Exemption

Prior to the consummation of an initial business combination, only holders of the CEPT Class B Ordinary Shares have the right to vote on the appointment or removal of directors. As a result, Nasdaq considers CEPT to be a “controlled company” within the meaning of Nasdaq rules. Under these rules, a company may elect to utilize exemptions from certain of Nasdaq’s corporate governance requirements, including the requirements (a) that a majority of the board consists of independent directors; (b) for an annual performance evaluation of the nominating and corporate governance and compensation committees; (c) that the company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (d) that the company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. CEPT relies on certain of these exemptions from the corporate governance requirements of Nasdaq. As a result, Public Shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Director Independence

Although in general under the Nasdaq Rules, a majority of a listed company’s board of directors must be independent, CEPT relies on the “controlled company” exemption from such requirement and therefore may not always have a majority of independent directors on the CEPT Board. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The CEPT Board has determined that each of Dr. Mukesh Prasad, Robert Sharp and Louis Zurita is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. CEPT’s independent directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

Except as described below, none of CEPT’s officers or directors has received any cash compensation for services rendered to CEPT. Except as described below, to date, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by CEPT

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to its officers and directors, or, other than as described herein, to the Sponsor or any affiliate of the Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of CEPT’s initial business combination (regardless of the type of transaction that it is). However, CEPT pays cash fees to its independent directors of $50,000 per year, payable quarterly. In addition, commencing on May 2, 2025, the date the CEPT Class A Ordinary Shares were first listed on Nasdaq, CEPT commenced paying the Sponsor $10,000 per month for office space, administrative and shared personnel support services. In addition, CEPT’s officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on CEPT’s behalf such as identifying potential acquisition targets and performing due diligence on suitable business combinations. The CEPT Audit Committee reviews on a quarterly basis all payments that were made to the Sponsor, officers or directors, or CEPT or their affiliates. Any such payments prior to an initial business combination are, and will be, made using funds held outside the Trust Account. Other than quarterly CEPT Audit Committee review of such payments, CEPT does not have any additional controls in place governing its reimbursement payments to its directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

CEPT has engaged CF&Co. pursuant to the Business Combination Marketing Agreement as an advisor in connection with an initial business combination to assist CEPT in holding meetings with CEPT Shareholders to discuss the potential initial business combination and the acquisition target’s attributes, introduce CEPT to potential investors that are interested in purchasing its securities and assist CEPT with its press releases and public filings in connection with an initial business combination. CEPT will pay CF&Co. a cash fee of $8,400,000 for such services upon the consummation of an initial business combination, including the Business Combination.

CEPT, PubCo and Securitize have also engaged CF&Co. pursuant to the PIPE Engagement Letter as co-placement agent for the PIPE Investment. For the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize).

CEPT has also engaged CF&Co. pursuant to the M&A Engagement Letter as CEPT’s exclusive financial advisor for the Business Combination. Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value and up to an additional 0.5% of the Securitize Equity Value, which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing.

After the completion of the Business Combination, directors or members of CEPT’s management team who remain with PubCo may be paid consulting or management fees from PubCo. CEPT has not established any limit on the amount of such fees that may be paid by PubCo to CEPT’s directors or members of management. Any compensation to be paid to CEPT’s officers will be determined, or recommended to the PubCo Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the PubCo Board. However, as of the date hereof, none of CEPT’s directors or officers are expected to remain with PubCo after the Closing and receive any fees from PubCo for providing any services in their capacity as such.

CEPT does not intend to take any action to ensure that members of CEPT’s management team maintain their positions with PubCo after the Closing. CEPT is not party to any agreements with its officers and directors that provide for benefits upon termination of employment.

Committees of the CEPT Board

The CEPT Board has two standing committees: the CEPT Audit Committee and the CEPT Compensation Committee. Subject to phase-in rules and certain limited exceptions, Nasdaq rules and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. In addition, Nasdaq rules generally require that the compensation committee of a listed company be comprised solely of independent directors, subject to certain limited exceptions set forth thereunder.

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CEPT Audit Committee

CEPT has established the CEPT Audit Committee. Messrs. Sharp and Zurita and Dr. Prasad serve as members of the CEPT Audit Committee and Mr. Zurita chairs the CEPT Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, CEPT is required to have at least three members of the CEPT Audit Committee, all of whom must be independent. Each of Messrs. Sharp and Zurita and Dr. Prasad meet the independent director standards under Nasdaq listing standards and under Rule 10-A-3(b)(1) under the Exchange Act.

Each member of the CEPT Audit Committee is financially literate and the CEPT Board has determined that Mr. Zurita qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

CEPT has adopted a charter for the CEPT Audit Committee, which details the principal functions of the CEPT Audit Committee, including, among other items:

• the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm engaged by CEPT;

• pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by CEPT, and establishing pre-approval policies and procedures;

• setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including, but not limited to, as required by applicable laws and regulations;

• setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

• obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and CEPT to assess the independent registered public accounting firm’s independence;

• reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to CEPT entering into such transaction; and

• reviewing with management, the independent registered public accounting firm and CEPT’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding CEPT’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

CEPT Compensation Committee

CEPT has established the CEPT Compensation Committee. Messrs. Sharp and Zurita and Dr. Prasad serve as members of the CEPT Compensation Committee. Each of Messrs. Sharp and Zurita and Dr. Prasad is independent and Mr. Zurita chairs the CEPT Compensation Committee.

CEPT has adopted a charter for the CEPT Compensation Committee, which details the principal functions of the CEPT Compensation Committee, including, among other items:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to CEPT’s Chief Executive Officer’s compensation, if any is paid by CEPT, evaluating CEPT’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of CEPT’s Chief Executive Officer based on such evaluation;

• reviewing and approving on an annual basis the compensation, if any is paid by CEPT, of all of our other officers;

• reviewing on an annual basis CEPT’s executive compensation policies and plans;

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• implementing and administering CEPT’s incentive compensation equity-based remuneration plans, if any;

• assisting management in complying with CEPT’s proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for CEPT’s officers and employees;

• if required, producing a report on executive compensation to be included in CEPT’s annual proxy statement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The CEPT Memorandum and Articles also provides that the CEPT Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the CEPT Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount to any of CEPT’s current or former executive officers, CEPT can recoup such improper payments from its applicable current or former executive officers. The SEC has also adopted Rule 10D-1 under the Exchange Act (the “SEC Clawback Rule”) which, among other things, directed national securities exchanges to require listed companies to implement policies intended to recoup incentive-based compensation paid to current or former executives if the company is found to have misstated its financial results. Nasdaq adopted Nasdaq Rule 5608 (the “Nasdaq Clawback Rule” and together with the SEC Clawback Rule, the “Clawback Rules”) to effect the foregoing.

CEPT has adopted the Executive Compensation Clawback Policy (the “Clawback Policy”) that is compliant with the Clawback Rules. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from CEPT’s current and former executive officers as defined in the SEC Clawback Rule (“Covered Officers”) in accordance with the Clawback Rules in the event that CEPT is required to prepare an accounting restatement. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the CEPT Board may recoup from the Covered Officers’ erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which CEPT is required to prepare an accounting restatement.

Director Nominations

CEPT does not have a standing nominating committee, though it intends to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq Rules. As there is no standing nominating committee, CEPT has not adopted a nominating committee charter. Generally, companies are required by Nasdaq Listing Rule 5605 to select director nominees through either (i) a vote solely of independent directors or (ii) a nominations committee comprised solely of independent directors. However, CEPT relies on the “controlled company” exemption and is therefore exempt from this requirement.

Director candidates may be nominated by the holders of CEPT Class B Ordinary Shares, which have the exclusive right to vote on directors prior to an initial business combination. The CEPT Board will also consider director candidates recommended for nomination by other CEPT Shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, an extraordinary general meeting). CEPT Shareholders that wish to nominate a director for appointment to the CEPT Board should follow the procedures set forth in the CEPT Memorandum and Articles. However, prior to an initial business combination, holders of Public Shares do not have the right to recommend director candidates for nomination to the CEPT Board.

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CEPT has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the CEPT Board considers educational background, diversity of professional experience, knowledge of CEPT’s business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of CEPT Shareholders.

Compensation Committee Interlocks and Insider Participation

None of CEPT’s officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on the CEPT Board.

Trading Policies

On May 1, 2025, CEPT adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of CEPT’s securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations and the applicable Nasdaq rules (the “Insider Trading Policy”).

Code of Ethics

CEPT has adopted a Code of Ethics applicable to its directors, officers and employees. CEPT has filed a copy of its Code of Ethics and the charters for the CEPT Audit Committee and the CEPT Compensation Committee charters as exhibits to the CEPT IPO Prospectus. You are able to review these documents by accessing CEPT’s public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from CEPT. CEPT intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics, including any implicit waiver from a provision of the Code of Ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, in a Current Report on Form 8-K. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Conflicts of Interest

As a matter of Cayman Islands law, directors and officers owe the following fiduciary duties:

(i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

(ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii) directors should not improperly fetter the exercise of future discretion;

(iv) duty to exercise powers fairly as between different sections of shareholders;

(v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

(vi) duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the CEPT Memorandum and Articles or alternatively by shareholder approval at general meetings.

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Each of CEPT’s officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director will be required to present a business opportunity. The Sponsor, CEPT’s directors and officers, Cantor and their respective affiliates may sponsor, form or participate in the formation of, or become an officer or director of, any other blank check company or may pursue other business or investment ventures. Any such companies, businesses or investments may present additional conflicts of interest in pursuing a business opportunity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. The CEPT Memorandum and Articles provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CEPT; and (ii) CEPT shall renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and CEPT, on the other. These conflicts may not be resolved in CEPT’s favor. However, based on the existing relationships of the Sponsor and CEPT’s directors and officers, the fact that CEPT may consummate a business combination with a target in a wide range of industries, as well as the experiences of certain of CEPT’s directors and officers and affiliates of the Sponsor with the Prior Cantor SPACs, CEPT does not believe that the fiduciary duties or contractual obligations of its directors or officers materially affected CEPT’s search for an acquisition target or its ability to enter into Business Combination.

Below is a table summarizing the entities to which CEPT’s directors and officers currently have fiduciary duties or contractual obligations or other material management relationships that may present a conflict of interest:

Individual	Entity	Entity’s Business	Affiliation
Brandon G. Lutnick	Cantor Fitzgerald, L.P.(1)	Financial holding company	Chairman and Chief Executive Officer
	Cantor Equity Partners I, Inc.	Blank check company	Chairman and Chief Executive Officer
	Cantor Equity Partners IV, Inc.	Blank check company	Chairman and Chief Executive Officer
	Cantor Equity Partners V, Inc.	Blank check company	Chairman and Chief Executive Officer
	Cantor Equity Partners VI, Inc.	Blank check company	Chairman and Chief Executive Officer
	BGC Group, Inc. Cantor Fitzgerald Income Trust, Inc.	Public company — financial services Public non-traded REIT	Director Chairman
Jane Novak	Cantor Fitzgerald, L.P.(1)	Financial holding company	Managing Director
	Cantor Equity Partners I, Inc.	Blank check company	Chief Financial Officer
	Cantor Equity Partners IV, Inc.	Blank check company	Chief Financial Officer
	Cantor Equity Partners V, Inc.	Blank check company	Chief Financial Officer
	Cantor Equity Partners VI, Inc.	Blank check company	Chief Financial Officer
Danny Salinas	Cantor Fitzgerald, L.P.(1)	Financial holding company	Chief Financial Officer
	Cantor Equity Partners I, Inc.	Blank check company	Director
	Cantor Equity Partners IV, Inc.	Blank check company	Director
	Cantor Equity Partners V, Inc.	Blank check company	Director
	Cantor Equity Partners VI, Inc.	Blank check company	Director nominee
	Cantor Fitzgerald Income Trust, Inc	Public non-traded REIT	Director, Chief Financial Officer and Treasurer
Robert Sharp	Ramy Brook	Contemporary fashion brand	Chief Executive Officer
	Union Investment Management	Real estate finance company	Principal
	Cantor Equity Partners I, Inc.	Blank check company	Director

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Individual	Entity	Entity’s Business	Affiliation
Louis Zurita	Remate Lince S.A.P.I. de C.V.	Broker-dealer	Director
	Cantor Fitzgerald Infrastructure Fund	An Investment Company Act continuously offered closed-end interval fund	Trustee
	Cantor Select Portfolios	Delaware statutory trust	Trustee
	Cantor Fitzgerald Commodity Return Strategy Fund	Delaware statutory trust	Trustee
	Cantor Fitzgerald Commodity Return Strategy Portfolio	Massachusetts Business Trust	Trustee
Dr. Mukesh Prasad	Innova Capital Partners	Investment firm	Founder and Co-Managing Partner
	Cantor Equity Partners V, Inc.	Blank check company	Director

____________

(1) Includes direct and indirect subsidiaries of Cantor Fitzgerald, L.P. including entities that are not wholly-owned, directly or indirectly, by Cantor Fitzgerald, L.P.

Legal Proceedings

To the knowledge of CEPT’s management, there is no litigation currently pending or contemplated against CEPT, or any of its respective officers or directors in their capacity as such or against any CEPT property.

Periodic Reporting and Audited Financial Statements

CEPT has registered the CEPT Class A Ordinary Shares under the Exchange Act and has reporting obligations, including the requirement that it file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, CEPT’s annual report will contain financial statements audited and reported on by CEPT’s independent registered public accountants.

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CEPT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this section of this proxy statement/prospectus to CEPT’s “management” or CEPT’s “management team” refer to CEPT’s officers and directors. The following discussion and analysis provides information which CEPT’s management believes is relevant to an assessment and understanding of its results of operations and financial condition. This discussion and analysis should be read together with the sections of the proxy statement/prospectus entitled “Information About CEPT” and CEPT’s financial statements and related notes thereto that are included elsewhere in the proxy statement/prospectus. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in the proxy statement/prospectus.

Overview

CEPT is a blank check company incorporated in the Cayman Islands as an exempted company on November 11, 2020, for the purpose of effecting an initial business combination. The Sponsor is Cantor EP Holdings II, LLC.

Although CEPT is not limited in its search for target business to a particular industry or sector for the purpose of consummating an initial business combination, CEPT focused its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries. CEPT is an early stage and emerging growth company and, as such, CEPT is subject to all of the risks associated with early stage and emerging growth companies.

The registration statements for the CEPT IPO became effective on May 1, 2025. On May 5, 2025, CEPT consummated the CEPT IPO of 24,000,000 CEPT Class A Ordinary Shares at a purchase price of $10.00 per share, generating gross proceeds of $240,000,000.

Simultaneously with the closing of the CEPT IPO, CEPT consummated the sale of 580,000 CEPT Private Placement Shares, at a purchase price of $10.00 per share, to the Sponsor in the CEPT Private Placement, generating gross proceeds of $5,800,000.

Following the closing of the CEPT IPO and the CEPT Private Placement on May 5, 2025, an amount of $240,000,000 ($10.00 per share) from the net proceeds of the CEPT IPO and the CEPT Private Placement was placed in the Trust Account located in the United States with CST acting as trustee. The funds in the Trust Account were initially held in an account at J.P. Morgan Chase Bank, N.A. and on May 6, 2025, were transferred to an account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor. The Trust Account may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by CEPT meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank as determined by CEPT, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account, as described below.

CEPT has until May 5, 2027 (24 months from the closing of the CEPT IPO), or until such earlier liquidation date as the CEPT Board may approve or such later date as the CEPT Shareholders may approve pursuant to the CEPT Memorandum and Articles, to consummate an initial business combination. If CEPT is unable to complete an initial business combination by the end of the Combination Period, CEPT will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to CEPT to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining CEPT Shareholders and the CEPT Board, liquidate and dissolve, subject, in each case, to CEPT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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On January 24, 2024, the SEC adopted the 2024 SPAC Rules. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for business combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect CEPT’s ability to negotiate and complete an initial business combination and may increase the costs and time related thereto.

In March, 2024, the SEC adopted its final rules relating to The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in registration statements and certain periodic reports. The final rules set forth requirements for disclosure of material climate-related risks, mitigation activities, targets and goals, and governance. The rules also require disclosure of certain greenhouse gas emissions metrics and attestation of emissions disclosures. Subsequent to the issuance of the final rules, in April 2024, the SEC has released an order staying the final rules pending judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules. CEPT is continuing to monitor the developments pertaining to the rules. However, if these reporting requirements are implemented following the completion of judicial review, they may significantly increase the complexity of CEPT’s periodic reporting as a U.S. public company.

Business Combination with Securitize

On October 27, 2025, CEPT entered into the Business Combination Agreement, pursuant to which, (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity and as a result of which CEPT Shareholders will receive one share of PubCo Common Stock for each CEPT Class A Ordinary Share held by such CEPT Shareholder (including the CEPT Class A Ordinary Shares issued upon conversion of the CEPT Class B Ordinary Shares in accordance with the CEPT Memorandum and Articles and the Sponsor Support Agreement), and (ii) at least two (2) hours after the CEPT Merger, Securitize will merge with and into Company Merger Sub, with Securitize continuing as the surviving entity, and as a result of which the Securitize Stockholders will receive shares of PubCo Common Stock in exchange for their Securitize Shares.

Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, PubCo, Securitize and CEPT entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 PIPE Shares, at a purchase price of $10.00 per share, payable in cash, for an aggregate purchase price of $225 million. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, CEPT, PubCo and the Sponsor entered into the Sponsor Support Agreement, pursuant to which, among other matter described below, the Sponsor agreed to surrender the Surrendered CEPT Shares for no consideration and to subject the Sponsor Earnout Shares to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earnout during the Earnout Period.

Liquidity and Capital Resources

As of March 31, 2026, December 31, 2025 and 2024, CEPT had $25,000, $25,000 and $0, respectively, of cash in its operating account. As of March 31, 2026, December 31, 2025 and 2024, CEPT had a working capital deficit of approximately $2,916,000, approximately $1,472,000 and approximately $174,000, respectively. As of March 31, 2026, December 31, 2025 and 2024, approximately $8,753,000, approximately $6,617,000 and $0, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

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CEPT’s liquidity needs through March 31, 2026 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the CEPT Class B Ordinary Shares, a loan of approximately $160,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation of the CEPT Private Placement not held in the Trust Account and the Sponsor Loan. CEPT fully repaid the Pre-IPO Note upon completion of the CEPT IPO. In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to loan CEPT up to $1,750,000 pursuant to the Sponsor Loan to fund CEPT’s expenses relating to investigating and selecting a target business and other working capital requirements, of which approximately $605,000, approximately $397,000 and $0 has been drawn by CEPT as of March 31, 2026, December 31, 2025 and 2024, respectively. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of CEPT’s officers and directors may, but are not obligated to, provide CEPT additional loans (“Working Capital Loans”). As of March 31, 2026, December 31, 2025 and 2024, CEPT did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that CEPT will have sufficient working capital and borrowing capacity from the Sponsor to meet its needs through the earlier of the consummation of an initial business combination or one year from the date of this proxy statement/prospectus. Over this time period, CEPT will be using these funds for paying existing accounts payable, pursuing and consummating the Business Combination and, to the extent the Business Combination Agreement is terminated prior to the Closing, identifying and evaluating new prospective acquisition targets, performing due diligence on such new prospective acquisition targets, selecting the new acquisition target to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Results of Operations

CEPT’s entire activity from inception through March 31, 2026 related to its formation, the CEPT IPO and to CEPT’s efforts toward locating and completing a suitable business combination. CEPT has neither engaged in any operations nor generated any revenues to date. CEPT will not generate any operating revenues until after completion of the Business Combination or another business combination. CEPT has generated non-operating income in the form of interest income on amounts held in the Trust Account. CEPT has incurred, and expects to incur, increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2026, CEPT had net income of approximately $2,396,000, which consisted of approximately $2,252,000 of interest income on investments held in the Trust Account and approximately $1,625,000 of income from the change in fair value of forward sale securities, partially offset by approximately $1,451,000 of general and administrative expenses, and $30,000 of administrative expenses incurred pursuant to the administrative services agreement with the Sponsor.

For the three months ended March 31, 2025, CEPT had a net loss of approximately $27,000, which resulted from approximately $27,000 of general and administrative expenses.

For the year ended December 31, 2025, CEPT had net income of approximately $18,000, which consisted of approximately $6,479,000 of interest income on investments held in the Trust Account, partially offset by approximately $4,608,000 of loss from the change in fair value of forward sale securities, approximately $1,773,000 of general and administrative expenses and approximately $80,000 of administrative expenses incurred pursuant to the administrative services agreement with the Sponsor.

For the year ended December 31, 2024, CEPT had a net loss of approximately $71,000, which consisted of approximately $71,000 of general and administrative expenses.

Factors That May Adversely Affect CEPT’s Results of Operations

CEPT’s results of operations and its ability to complete the Business Combination or another initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond CEPT’s control. CEPT’s results of operations and its ability to consummate the Business Combination or another initial business combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, fluctuations in interest rates and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. CEPT cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact CEPT’s business and CEPT’s ability to complete the Business Combination or another initial business combination.

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Contractual Obligations

Business Combination Marketing Agreement

CEPT engaged CF&Co., an affiliate of the Sponsor, as an advisor in connection with an initial business combination to assist CEPT in holding meetings with CEPT Shareholders to discuss the potential initial business combination and the acquisition target’s attributes, introduce CEPT to potential investors that are interested in purchasing CEPT’s securities and assist CEPT with its press releases and public filings in connection with an initial business combination. CEPT will pay CF&Co. a cash fee for such services upon the consummation of the Business Combination or another initial business combination in an amount of $8,400,000, which is equal to 3.5% of the gross proceeds of the CEPT IPO.

Related Party Loans

In connection with the CEPT IPO, the Sponsor has agreed to lend CEPT up to $3,600,000 pursuant to the Sponsor Note in connection with each Redemption Event such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by CEPT to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the CEPT IPO, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Note may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. If CEPT is unable to consummate an initial business combination, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note.

In order to finance transaction costs in connection with an intended initial business combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to CEPT to fund expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the CEPT IPO and prior to an initial business combination. The Sponsor Loan does not bear interest and is repayable by CEPT to the Sponsor upon consummation of the Business Combination or another initial business combination; provided that, at any time beginning 60 days after the date of the CEPT IPO, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of CEPT’s officers and directors may, but are not obligated to, provide CEPT with Working Capital Loans.

As of March 31, 2026, December 31, 2025 and 2024, CEPT had approximately $605,000, approximately $397,000 and $0, respectively, outstanding under the Sponsor Loan. As of March 31, 2026, December 31, 2025 and 2024, CEPT had no borrowings under the Working Capital Loans or the Sponsor Note.

See Note 4 — “Related Party Transactions” and Note 5 — “Commitments and Contingencies” to CEPT’s financial statements included elsewhere in this proxy statement/prospectus for information regarding additional contractual obligations.

Critical Accounting Policies and Estimates

CEPT has identified the following as its critical accounting policies:

Use of Estimates

The preparation of CEPT’s consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses and the disclosure of contingent assets and liabilities in CEPT’s consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and CEPT evaluates these estimates on an ongoing basis. To the extent actual experience

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differs from the assumptions used, CEPT’s consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of shareholders’ equity (deficit) and consolidated statements of cash flows could be materially affected. CEPT believes that the following accounting policies involve a higher degree of judgment and complexity.

Going Concern

In connection with CEPT’s going concern considerations in accordance with guidance in Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements — Going Concern, CEPT has until May 5, 2027 to consummate the initial business combination. CEPT’s mandatory liquidation date if the initial business combination is not consummated raises substantial doubt about CEPT’s ability to continue as a going concern. CEPT’s consolidated financial statements included in elsewhere in this proxy statement/prospectus do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should CEPT be unable to continue as a going concern. In the event of a mandatory liquidation, within ten business days, CEPT will redeem the CEPT Class A Ordinary Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, and including $0.15 per redeemed share to be funded pursuant to the Sponsor Note, divided by the number of then outstanding redeemable CEPT Class A Ordinary Shares. As of March 31, 2026 and December 31, 2025, the redemption value per redeemable CEPT Class A Ordinary Share was $10.51 and $10.43, respectively.

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. CEPT has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, CEPT, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of CEPT’s consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standard used.

Forward Sale Securities

CEPT accounts for the CEPT Class A Ordinary Shares underlying the PIPE Subscription Agreements, which are referred to in this proxy statement/prospectus as forward sale securities, in accordance with guidance in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, pursuant to which the forward sale securities do not meet the criteria for equity classification and must be recorded as liabilities or assets.

CEPT Class A Ordinary Shares Subject to Possible Redemption

CEPT accounts for the CEPT Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. CEPT Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable CEPT Class A Ordinary Shares (including CEPT Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within CEPT’s control) are classified as temporary equity. At all other times, CEPT Class A Ordinary Shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2026, December 31, 2025 and 2024, 24,000,000, 24,000,000 and 0 CEPT Class A Ordinary Shares subject to possible redemption, respectively, are presented as temporary equity outside of the shareholders’ deficit section of CEPT’s consolidated balance sheets. CEPT recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable CEPT Class A Ordinary Shares to the redemption value at the

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end of each reporting period. Immediately upon the closing of the CEPT IPO, CEPT recognized the accretion from initial book value to redemption amount value of redeemable CEPT Class A Ordinary Shares. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable CEPT Class A Ordinary Shares also resulted in charges against Additional paid-in capital and Accumulated deficit.

Net Income (Loss) Per CEPT Ordinary Share

CEPT complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income (loss) per CEPT Ordinary Share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of CEPT Ordinary Shares outstanding for the applicable periods. CEPT applies the two-class method in calculating earnings per share and allocates net income (loss) pro rata to CEPT Class A Ordinary Shares subject to possible redemption, nonredeemable CEPT Class A Ordinary Shares and CEPT Class B Ordinary Shares. Accretion associated with the redeemable CEPT Class A Ordinary Shares is excluded from earnings per share as the redemption value is not in excess of the fair value.

See Note 2 — “Summary of Significant Accounting Policies” to CEPT’s financial statements included elsewhere in this proxy statement/prospectus for additional information regarding these critical accounting policies and other significant accounting policies.

Off-Balance Sheet Arrangements and Contractual Obligations

As of March 31, 2026, December 31, 2025 and 2024, CEPT did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

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Business of Securitize

For purposes of this section, references to “Securitize,” “we,” “our” or “us” are to Securitize, Inc. and its subsidiaries prior to consummation of the Business Combination, and Securitize Holdings, Inc. and its subsidiaries (including Securitize, Inc.) following consummation of the Business Combination.

Overview

Our Business

Our mission is to bring the next generation of finance on-chain and tokenize the world.

Traditional capital markets rely on a patchwork of siloed, legacy ledger systems that were built decades ago — long before the internet era and certainly before real-time digital interoperability was even imaginable. Each participant in the value chain — from issuers and transfer agents to custodians, clearinghouses, and brokers — maintains its own internal database to record ownership and transactions. These ledgers are not synchronized in real time, which means reconciling positions, verifying settlement, or transferring ownership often requires multiple intermediaries, manual processes, and days of delay. This fragmentation creates inefficiencies, counterparty risk, and significant operational costs that have become deeply ingrained in how securities markets function.

Because every institution operates its own closed system, data about asset ownership and transaction history is effectively trapped within organizational boundaries. As a result, market participants must rely on third-party trust layers — such as clearing and settlement networks — to ensure consistency and finality. This lack of a shared, authoritative source of truth leads to mismatches, settlement fails, and reconciliation errors. It also limits transparency for investors and regulators, restricts market access for smaller participants, and makes it extremely difficult to innovate or integrate new financial products and services.

Blockchain technology and tokenization address these problems by introducing a shared, programmable ledger where all participants can access the same canonical record of ownership in real time. Instead of fragmented databases, blockchain provides a unified infrastructure for asset issuance, trading, and settlement — where tokens represent the digital equivalent of traditional securities. Smart contracts can automate compliance, corporate actions, and settlement, drastically reducing operational overhead and human error. Because every transaction is recorded immutably and transparently, blockchain eliminates the need for redundant reconciliation, accelerates settlement from days to near instant finality, and opens the door to 24/7 global market access.

In essence, tokenization transforms capital markets from a series of disconnected silos into a single interoperable network — where assets, investors, and service providers can interact directly under a common data standard. The result is a more efficient, transparent, and inclusive financial system that mirrors the digital-native infrastructure powering other modern industries.

In 2017, Carlos Domingo, Jamie Finn and Shay Finkelstein envisioned using blockchain technology and tokenization to address this problem. Recognizing that the technology didn’t exist, they built Securitize.

Over time, we have become much more aware of the need for our customers to adopt this emerging technology, we had to provide a “whole solution” to move from early adopters to the mainstream market, consistent with the thesis set forth in the breakthrough as described in the breakthrough innovation book by Geoffrey A. Moore “Crossing the Chasm: Marketing and Selling High-Tech Products to Mainstream Customers” in 1991. In November 2020, we created Securitize Markets, a FINRA- and SEC-registered broker-dealer and Alternative Trading System (ATS), and in May 2021, we recognized the need to manage tokenized investment vehicles on behalf of our customers and created Securitize Capital, an exempt investment advisor, with plans to register with the SEC in 2026. And more recently, in late 2024, we created Securitize Fund Services to be able to offer fund administration services to our customers and control how we bridge the 24/7 nature of tokenized funds, compared to the underlying analog contents of those funds.

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Today, Securitize has built the most comprehensive and trusted infrastructure for tokenizing financial assets on-chain. The company operates a fully regulated, end-to-end platform for the issuance, trading and servicing of tokenized securities. As the only vertically integrated tokenization provider with SEC-registered entities across a transfer agent, broker-dealer, alternative trading system (ATS), investor advisor and fund administration, Securitize uniquely enables a complete lifecycle for tokenized assets. These registrations enable Securitize to legally issue, manage, and trade digital securities in the United States under the same framework that governs traditional equities and bonds, while leveraging the efficiency and transparency of blockchain technology.

Securitize’s heritage is deeply rooted in the U.S. financial system, where it has built its reputation as one of the few blockchain-native companies fully integrated into the regulated capital markets framework. Founded in the United States, Securitize chose from the outset to operate within existing U.S. securities laws rather than around them — positioning itself as a bridge between traditional finance and the emerging digital asset ecosystem. This U.S. base has shaped its culture, governance, and credibility, aligning the company with the world’s most mature and transparent capital market infrastructure. Unlike many blockchain companies that launched offshore to avoid regulatory scrutiny, Securitize took the opposite approach: we embraced compliance and regulation as a competitive advantage, operating from the United States — the most trusted and largest financial market on the planet.

As of December 31, 2025, Securitize had more than $3.1 billion in tokenized assets under management, through partnerships with leading asset managers, including Apollo, BlackRock, BNY, Hamilton Lane, KKR, and VanEck. The firm’s launch of KKR’s Health Care Strategic Growth Fund II in 2022 marked the first time a major global investment manager tokenized a fund on-chain, while BlackRock’s BUIDL, tokenized by Securitize in 2024, became one of the fastest growing tokenized treasury funds. Beyond institutional funds, Securitize has also pioneered the tokenization of equities, beginning with Exodus, the first U.S.-registered company to tokenize its common stock, and more recently, FG Nexus, a new framework for tokenizing stocks for publicly listed companies. Securitize is also planning to tokenize the equity of PubCo.

We have grown to a significant scale since our founding and increased our tokenized assets’ AUM from an approximate average of $200 million in the first half of 2023 to an approximate average of $3.9 billion in the second half of 2025, a compound annual growth rate of approximately 173%. Our aggregated transaction volume per half year increased significantly as well, from less than $50 million in H1 2023 to approximately $13.3 billion as of H2 2025, where such volume is calculated by reference to aggregate volume of investments, redemptions, dividends and cross chain movements of assets issued by our platform. Our aggregated transaction volume was $1.9 billion in the first quarter of 2026.

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We now have an end-to-end platform servicing a diverse mix of asset classes, including approximately $1.7bn (as of December 2025) in BlackRock’s private fund, BUIDL, one of the fastest growing tokenized treasury funds; approximately $443mm in Exodus’s Class A and Class B common stock, the natively tokenized stock of a publicly traded company; approximately $209mm in Blockchain Capital’s venture capital fund, the largest tokenized institutional fund; and approximately $133mm in Apollo’s Diversified Credit Fund (ACRED), the largest tokenized private credit fund. According to RWA.XYZ as of December 2025, an industry website tracking the on-chain data of tokenization platforms of Real World Assets (RWA) platforms, Securitize has a market share of 19%, which places Securitize as the overall leader in the space. Not only that, but we also have significant market share in the categories we participate in, with 20.5% market share in tokenized treasuries, 14% of institutional funds, and 19.5% of tokenized stocks.

Securitize’s revenue model is built around two main verticals, Tokenization and Asset Servicing, each containing multiple complementary revenue streams.

The Tokenization vertical consists of on-chain infrastructure and tokenization & distribution. For on-chain infrastructure, Securitize integrates with blockchain protocols to record ownerships, transactions, and compliance data for tokenized assets. The Company earns a one-time integration fee when onboarding a new issuer or fund, plus a recurring maintenance fee over the life of the contract for continued infrastructure support. Under tokenization & distribution, Securitize facilitates the issuance, trading and distribution of digital assets. The revenue model is mostly transaction-based and is calculated as managed assets under management (AUM) multiplied by the average revenue per user (ARPU).

The Asset Servicing vertical revolves around post-issuance transfer agent services and fund management services. As an SEC-registered transfer agent, Securitize provides a comprehensive suite of securities services including real-time approval, record-keeping, distributions, dividend issuances, compliance solutions, etc. This generates SaaS-based recurring revenue and a tokenization fee per issuer. Securitize also offers full administrative support to funds, including NAV calculations, reporting compliance, and integration with on-chain processes, all in one platform. Each fund is charged an annual fee, creating a recurring, AUM-based revenue stream.

We believe that our current revenue model has been successful, and our total revenue is largely generated from recurring/contracted fees earned from tokenization and asset servicing. For the year ended December 31, 2025, our total revenue was approximately $62.2 million, with net income (loss) of approximately $(48.5) million and Adjusted EBITDA of approximately $3.4 million. For the year ended December 31, 2024, our total revenue was approximately $18.6 million, with net income (loss) of approximately $(24.3) million and Adjusted EBITDA of approximately $(11.8) million.

Tokenization Overview

Tokenization transforms the traditional value chain by digitizing real-world-assets (“RWAs”) on blockchains, streamlining issuance and trading while unlocking greater efficiency, transparency and accessibility. While you can tokenize many asset classes, from dollars (referred to as stablecoins), commodities like gold, we focus only on the tokenization of securities like funds, stocks, bonds or securitized assets. We believe tokenization is the next evolution in capital markets. Just as Nasdaq and DTC digitized the paper-based stock market, Tradeweb and E*TRADE ushered in the era of electronic trading, and Coinbase and Robinhood made digital asset trading mainstream, tokenization now promises to reshape how ownership, settlement, and value of securities move across the financial system — just as Tether (USDT) and Circle (USDC) did for dollars with stablecoins.

Blockchain-based tokenized securities provide a better way to access and manage capital:

• Accessibility — The digitization and automation process provided by tokenization allows for efficient fractional ownership, drives liquidity for issuers and investors, and lowers barriers for investors to participate in asset classes once limited to institutional investors, given the embedded costs of serving a large number of investors simultaneously. Tokenization allows for reduced minimum investment sizes that broaden the investor participation and increase the global reach, given digital tokens can be distributed to investors globally online, expanding the investor base beyond traditional geographic and institutional limitations while complying with applicable regulations.

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• Liquidity — Unlike traditional markets that are restricted by trading hours, tokenized assets can be issued, transferred, or traded 24/7/365 either P2P or across approved regulated venues. Blockchain-based settlement between tokenized securities and tokenized dollars (stablecoins) reduces transaction friction and enables near-instant transfer of ownership, improving capital efficiency when necessary. Tokenized securities are also easier to utilize as collateral, enabling more efficient borrowing and leveraging DeFi lending pools that are adapted to regulated assets, which represents another form of liquidity.

• Operational efficiencies — Tasks such as cap table management, dividend distributions, and compliance checks are automated via smart contracts, reducing manual errors and operational overhead.

• Transparency — All transactions and ownership records are verifiable on-chain, providing a single source of truth and more direct and real time ownership updates to investors. Tokenization simplifies audits and enforces transfer restrictions inherent in securities regulations through smart contracts, AML/KYC verification, and other compliance workflows.

• Fewer economic tolls — Built-in global regulatory compliance coded into the token and protocol levels reduces the economic toll. The removal of manual processing reduces legal, administrative, and brokerage fees. The instant settlement also reduces the need for multi-day clearing and associated costs.

• No intermediaries — Issuers can connect directly with investors, bypassing intermediaries, eliminating friction and facilitating faster settlement. This enables more efficient fundraising and distribution cycle.

There are also risks associated with the tokenization of securities:

• Constrained Liquidity and Market Development Risk — Tokenized securities may trade in nascent or limited secondary markets, including alternative trading systems (“ATSs”), and there can be no assurance that active or liquid markets will develop or be sustained. Limited market participation, regulatory constraints, or technological limitations may result in reduced liquidity, limited price discovery, or wider bid-ask spreads compared to traditional securities markets.

• Technological and Operational Risks — The tokenization of securities relies on blockchain networks, smart contracts, and related infrastructure that are subject to operational failures, coding errors, network congestion, outages, or obsolescence. Any malfunction, disruption, or vulnerability in these systems could impair the issuance, transfer, or settlement of tokenized securities and adversely affect investors and issuers.

• Cybersecurity and Fraud Risks — Tokenized securities and the blockchain networks on which they operate may be subject to cybersecurity incidents, including hacking, unauthorized access, denial-of-service attacks, or other malicious activity. Such incidents could result in loss of assets, compromised data integrity, transaction reversals, or reputational harm, and may expose participants to fraud or illicit activity.

• Redemption, Valuation, and Volatility Risks — To the extent tokenized securities cannot be redeemed for, or directly exchanged with, the underlying traditional security, holders may be exposed to additional valuation and volatility risks. The market price of a tokenized security may deviate from the value of the underlying asset due to liquidity constraints, market sentiment, technological factors, or limited transparency, and may be difficult to value accurately.

• Blockchain Network and Transaction Risks — Transaction fees, network congestion, protocol changes, or failures in smart contract execution could delay or prevent transfers of tokenized securities, impair settlement finality, or increase transaction costs. Any such issues could adversely affect the usability and adoption of tokenized securities.

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• Regulatory and Market Infrastructure Uncertainty — The regulatory framework and market infrastructure applicable to tokenized securities continue to evolve. Changes in regulatory interpretation, compliance requirements, or market standards could limit participation, restrict transferability, or require modifications to tokenization structures, which could negatively affect liquidity, valuation, or investor demand.

Traditional Value Chain vs. Tokenized Value Chain

The Tokenized Value Chain transforms traditional finance by making assets more accessible, liquid, transparent, and efficient, while reducing economic frictions and removing unnecessary intermediaries — creating a more open, cost-effective, and frictionless financial ecosystem for issuers and investors.

Securitize’s Role

As part of our Asset Servicing offering, we act as the official SEC-registered transfer agent for the majority of our customers. We use distributed ledger technology in the form of a public blockchain as the master securityholder file to provide recordkeeping, accounting, reporting, examination and other services. We store certain investor information on the blockchain, including wallet addresses, asset balances, number of shares or units held, date of purchase, transaction IDs, and other non-personally identifiable information about the investor, such as KYC or AML status and investor type (e.g., retail, accredited, qualified). In our off-chain proprietary system, we store any personally identifiable information, such as investor names, addresses, tax identifiers, and social security numbers. Each change in the balance of an investor wallet is controlled by a set of smart contracts that enforce specific compliance rules related to the relevant security, which guarantees that each transaction is legal and accurate. The master securityholder file is automatically updated to reflect such changes. We do not tokenize securities without the issuer’s explicit permission and cooperation.

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Our Market Opportunity

We believe that the financial services system is built on and relies on antiquated technology. While we are still in the early stages of adoption for tokenizing RWAs, we have seen explosive growth in RWA’s tokenization market capitalization in recent years, which has even outpaced that of overall crypto and stablecoins. Despite this significant growth, it still represents only a small fraction of the value of the global bond, equities, treasuries, alternative asset, real estate, and private credit markets.

____________

1 The data was compiled from RWA.xyz, CoinGecko, DefiLlama, and CoinMarketCap on April 10, 2026. Note that the RWA figures exclude stablecoins to isolate pure tokenization growth, consistent with the original chart’s methodology.

The worldwide development of tokenized assets is progressing at varying rates, influenced by regional disparities in how they are adopted, regulated, and utilized. We believe the market is now poised for accelerated adoption and the inefficient traditional capital markets are ripe for tokenization.

The United States is accelerating the adoption of tokenized funds, treasuries, and collateral, thanks to recent strides towards clearer regulations. Meanwhile, Europe is advancing under the DLT Pilot regime framework, which establishes a foundation for consistent adoption throughout the region. Switzerland continues to lead, possessing one of the earliest and most extensive legal frameworks for tokenized securities and distributed ledger technology (DLT) infrastructure. In the Middle East, tokenization initiatives are primarily focused on real estate and private credit, supported by coherent policies and governmental backing. Across the Asia-Pacific region, key jurisdictions like Japan, Singapore, and Hong Kong are piloting tokenized funds, bonds, and structured products through regulatory sandboxes and industry collaborations. Latin America, with Brazil at the forefront, is expanding its use of tokenized assets through fintech platforms and USD-denominated tokenized offerings. In Africa, adoption is growing, particularly in remittances and instruments designed to resist inflation, bolstered by mobile-first infrastructure and stablecoin systems.

We believe the Company will be uniquely positioned to capitalize on the global regulatory tailwind to participate in this $19 trillion total addressable market (“TAM”) for tokenization of RWAs and ready to unlock features and utilities not possible on traditional rails. With an increase in adoption and emerging use cases, we believe that the TAM for tokenization could expand even more over the coming decades. These market opportunities represent immense untapped potential for Securitize’s growth.

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Estimated Growth in Tokenization Through 2033:2

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2 Source: BCG Global Asset Management Report (May 2023).

Regulatory landscape

As described in previous sections, the process of tokenization involves using a different ledger technology (a blockchain) to represent the ownership of securities. Therefore, as SEC commissioners and SEC staff have stated publicly on many occasions, tokenized securities are still securities and, absent legislation from Congress, revisions to the SEC’s current regulations or new SEC guidance, subject to the same federal securities laws as traditional securities. As such, since our inception, we have assumed that all our activities are subject to federal securities regulations and all our licenses are registered with the SEC in the U.S. or with the European Securities and Markets Authority, or other relevant National Competent Authorities (“NCAs”) in the European Union countries where we hold licenses. At Securitize, we have adopted a “regulation-first” philosophy that underpins all our activities and the usage of technology which led us to build a robust and comprehensive compliance infrastructure.

Given the emergence of tokenized securities (i.e., securities represented, issued, transferred or recorded via distributed-ledger technology (DLT)/blockchain), the SEC staff issued a set of FAQs on May 15, 2025 that were intended to clarify how the transfer-agent rules apply in the digital asset context. The main takeaways are:

• The registration “facts and circumstances” test applies. The FAQs emphasize that whether a person must register as a transfer agent depends on what functions the person is performing (i.e., the enumerated “transfer agent activities”) and what securities those functions relate to (i.e., registered under Section 12 of the Exchange Act).

• Use of public blockchains is allowed: The FAQs explicitly say that a registered transfer agent may use distributed ledger technology as its official “Master Securityholder File” (MSF), so long as it complies with all applicable federal securities laws (such as recordkeeping and prompt and accurate transfer). The FAQs note the agent may keep personal identifying information off-chain while recording the blockchain transaction details on-chain, provided things remain auditable and accessible.

While the above public clarifications are recent, we have historically operated under those assumptions and therefore the recent FAQ has only provided further regulatory clarity and a positive tailwind for us.

Another important and recent regulatory change has to do with the ability of SEC registered broker dealers to custody tokenized securities. In 2020 the SEC’s Division of Trading and Market introduced the Special Broker Dealer Framework (SPBD) through a “Statement on Custody of Digital Asset Securities by Special Purpose Broker-Dealers.” (the “2020 SPBD”). It was meant as a five-year pilot program (running through 2026) to give the SEC empirical data on how broker-dealers handle digital asset securities (DAS). — i.e., tokenized stocks, bonds, or fund interests issued and traded using blockchain or distributed ledger technology (DLT) or digital assets that were deemed to be securities by the SEC. It was a fairly restrictive license and only two companies in the space received it: one in 2023 and one in

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2024. Securitize took the position over those years that specifically for tokenized securities (not digital assets that were deemed securities which have different custody and risk profiles given that they are bearer assets) a separate license should not be required and therefore opted for not applying and not using our broker-dealer license to provide custody services. In May 2025, SEC staff withdrew the 2019 joint statement and posted FAQs clarifying how broker-dealers can handle tokenized securities. In December 2025, the SEC staff issued a statement specifying the circumstances under which the SEC staff would not object to a broker-dealer custodying a crypto asset security on behalf of a client, with such circumstances being significantly less restrictive than those outlined in the 2020 SPBD safe harbor. Since then, Securitize Markets, our registered broker-dealer subsidiary, obtained expanded approval through FINRA’s Continuing Membership Application (CMA) process, which is required for broker-dealers to introduce new business lines or material capabilities. Through this process, Securitize Markets is now the first company to be approved to custody tokenized securities in a regular broker-dealer, enabling it to facilitate atomic swaps and clear and settle transactions between tokenized securities and stablecoins onchain. The approval also permits Securitize Markets to be an underwriter and selling group participant for both initial and secondary tokenized securities offerings. We believe that becoming licensed to provide custodial services through our broker-dealer will open up new use cases and functionality to tokenize securities and help avoid the need for investors to have wallets, which would improve the user experience in buying and selling tokenized securities.

In the European Union, ESMA introduced the so called DLT Pilot Regime that has been live since March 2023. The EU’s DLT Pilot Regime is one of the most advanced regulatory frameworks in the world for tokenized securities and market infrastructure — it is, in essence, a sandbox for regulated firms to issue, trade, and settle financial instruments directly on DLT — i.e., blockchain — while operating under temporary exemptions from existing EU rules. In December 2024, Securitize secured an Investment Firm license to operate with tokenized securities from the Spanish regulator, the CNMV, and early in 2025, the license was successfully passported to 15 other EU countries. We are currently pending the approval of a Trading and Settlement System (TSS) license under the DLT Pilot Regime that will allow us to combine trading and settlement infrastructures on-chain, an activity that was previously required to be separated under MiFID II. This license will allow us to provide real-time DvP (delivery versus payment) on-chain without central clearinghouses. It is expected that the European Commission will propose a Digital Securities Market Infrastructure Regulation (DSMIR) by 2026, making parts of the pilot permanent.

Other jurisdictions where there are relevant regulatory frameworks that we might explore in the future are:

• Switzerland (FINMA): under the DLT Act & ledger-based securities. Swiss law expressly recognizes ledger-based securities;

• Singapore (MAS): Technology-neutral under the SFA. If a token is a “capital markets product,” securities law applies (offers, intermediaries, custody, AML). MAS continues to refine the framework and runs Project Guardian on tokenized finance; and

• United Arab Emirates (ADGM & DIFC) regulations on investment tokens.

Our Platform

The Securitize platform powers the end-to-end relationship between issuers and investors. Securitize offers a comprehensive and fully-regulated stack, including an SEC-registered transfer agent (permits the issuance and management of tokenized securities), an SEC-registered broker-dealer and an alternative trading system (permits asset raising and trading of tokenized securities), as well as a digital assets-focused fund administration business.

Tokenization — Natively integrated with 21 leading and public blockchains, enabling seamless token issuance, transfer and settlement across networks via the integration of a cross-chain interoperability protocol. Native integration with a blockchain means Securitize can issue tokens and smart contracts using the respective blockchain’s native technology and smart contract language, which eliminates the need to wrap or bridge assets from other blockchains. Securitize is natively integrated with the following blockchains: Ethereum, Avalanche, Polygon, Optimism, Arbitrum, XDC, Base, InkChain, ZkSync, Mantle, Hedera, BNB, Linea, Sei, Tron, Aptos, Solana, XRP Ledger, Cronos, Injective, and SUI.

Asset servicing — SEC-registered Transfer Agent focused on providing a comprehensive suite of securities services including real-time approval, record-keeping, distributions, dividend issuances and compliance solutions, etc. Also provides full administrative support to funds, including NAV calculations, reporting compliance, and integration with on-chain processes, all in one platform.

Distribution — SEC-regulated and FINRA member broker-dealer and alternative trading system approved for digital asset securities primary and secondary market trading, which allows for greater transparency, security, and accessibility.

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Decentralized finance (“DeFi”) integrations — Directly linked to major DeFi platforms that are adapted to consume RWAs respecting regulations and stablecoin infrastructure, expanding liquidity access and enabling tokenized assets to interact with on-chain finance via trading, lending, collateral management and borrowing.

Our Strengths

Trusted by the World’s Leading Institutions

Securitize is a highly trusted tokenization platform with blue-chip institutional partnerships including Apollo, BlackRock, BNY, Hamilton Lane, KKR, Van Eck and 15,000+ investors across all products. Securitize has tokenized more than $4 billion in assets through partnerships with leading asset managers. BlackRock’s BUIDL, tokenized by Securitize in 2024, became one of the fastest growing tokenized treasury funds.

Positioned to Participate in a Massive TAM of $19 trillion

Institutional capital is increasingly demanding for compliant solutions to gain an early footing in the tokenization market. Securitize’s regulatory stature de-risks the onboarding process for institutions and positions the Company to capitalize on the global regulatory tailwind to participate in this $19 trillion TAM for the tokenization of RWAs.

Comprehensive platform with End-to-End Vertical Integration

Securitize is the only vertically integrated tokenization platform with a comprehensive platform that streamlines end-to-end relationships between issuers and investors, covering tokenization, asset servicing, and distribution. This vertical integration amplifies our network effect, resulting in approximately 500,000+ registered accounts from investors, some of the highest quality issuers on platform, and the largest tokenized securities volume in the industry.

Fully Regulated Infrastructure Stack

Securitize’s fully-regulated stack includes an SEC-registered transfer agent, broker-dealer, alternative trading systems, and fund administrator. Securitize has also been approved as an investment firm (i.e. registered broker-dealer) in 15 EU countries allowed to deal with tokenized securities and is pending approval for a Trading and Settlement System (TSS) as part of the EU DLT Pilot regime program. The platform fully integrates compliance protocol with automated and decentralized regulatory checks, making Securitize the first end-to-end regulatory infrastructure for tokenized assets.

Deep Ecosystem Integration

Securitize supports eighteen major blockchains, and is connected to leading DeFi protocols that are adapted to RWAs, stablecoin infrastructure, and digital custodians to enable secondary market liquidity. The native integration with leading and public blockchains enables seamless token issuance, transfer, and settlement across networks. Securitize is connected to top tier custodians and oracle providers to ensure institutional-grade asset safeguarding, data integrity and regulatory compliance. Oracle providers, such as RedStone and Chronicle, bring off-chain data into blockchain protocols, which cannot access external information on their own. These providers fetch, verify, and deliver data, such as asset prices, to smart contracts in a format that the blockchain can use. Securitize utilizes oracle providers to provide smart contracts and protocols with NAV information regarding its tokenized assets, with such NAV information provided by the respective fund administrator or transfer agent. Securitize’s platform is directly linked to major DeFi platforms and stablecoin infrastructure, expanding liquidity access and enabling tokenized assets to interact with on-chain finance. This ecosystem is actively supported by institutional brokers and liquidity providers, enhancing market depth, price discovery and secondary market efficiency for digital assets. The breadth of Securitize’s ecosystem integrations makes tokenized securities issued by Securitize more useful and actionable within the crypto ecosystem.

Strong and Accelerating Financial Performance

We have seen increased momentum in our quarterly revenue, resulting in significant topline growth and achieved positive Adjusted EBITDA in each of the first three quarters of 2025 (with negative Adjusted EBITDA in the fourth quarter of 2025). The partnerships with blue-chip institutions have fueled our growth. With our strong

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tokenized money market and fixed income funds pipeline and broader roll-out of tokenization of public equities, we expect significant growth from our tokenization vertical of the business. On the asset servicing vertical, the expanding contractual agreements with asset managers and investors and integrations with BUIDL, ACRED, as well as acquisition of MG Stover in Q2 2025 that has positioned Securitize as the largest U.S. based digital asset fund administrator and will continue to drive our top-line growth.

Founder-led and Mission Driven

Carlos Domingo is a leading figure in the tokenization space and a serial entrepreneur with 25+ years of experience in innovation and digital transformation. He previously served as the CEO of Telefónica R&D and CEO of New Business and Innovation at Telefónica Digital. He leads a seasoned Securitize management team with tenured experts across TradFi, technology and digital assets.

Our Growth Strategies

Our strategy focuses on efficient growth within the crypto ecosystem while preparing for expansion in TradFi markets.

Near-term focus (within three years) — Penetrate the $2.4 trillion crypto market

Our revenue growth is highly correlated with our ability to grow the size of the tokenized assets issued and managed by our platform, what the industry typically refers to as Assets Under Management (AUM). We are committed to driving our AUM growth through several strategic initiatives. Firstly, we plan to significantly grow both our direct and indirect distribution channels. This will add more partnerships to our ecosystem. Concurrently, we intend to launch new funds, leveraging collaborations with both our existing and new asset managers. To further enhance our offerings, we will focus on adding more utility to tokenized securities with further integrations within the Decentralized Finance (DeFi) ecosystem where tokenized securities are accepted complying with regulations, thereby fueling their broader usage and adoption. We will seek to offer tokenized public securities to our clients as well to further diversify our product offerings.

In addition to these core growth drivers, we will strategically expand into adjacent activities designed to better monetize our AUM. This expansion encompasses providing comprehensive fund administration services, and facilitating trading, lending, and borrowing activities through robust DeFi integrations while complying with regulations. We also aim to generate substantial transaction-based revenues from stablecoin conversions, various dealer activities, and a dedicated RFQ platform. Furthermore, we will develop and introduce structured products through strategic partnerships and actively launch higher-margin products to enhance overall profitability.

Medium-term growth (within three to five years) — expand into the over $400 trillion TradFi market

Our medium-term strategy focuses on expanding into adjacent activities to better monetize our AUM within the TradFi market. Historically, Tradfi investors have had barriers to adoption of tokenized securities, given the friction of having to install wallets with complex user interfaces, stablecoins that were not regulated until recently, connection to multiple different blockchains to access products or lack of support for tokenized securities by major Tradfi broker-dealers or custodians. We believe that with the current regulatory tailwinds and increased crypto adoption by major platforms outside of crypto native ones, adoption of tokenized securities will follow, opening up a much larger market opportunity. We plan to grow our TradFi user base by trying to integrate with major Tradfi players and working on improving the user interface experience to abstract the complexities of using blockchains, thereby preparing for the multi-trillion dollar opportunity, a goal actively pursued by all asset managers. Our approach involves activating these investors with products that offer more efficient fractional ownership, significantly lower minimum investment thresholds, self-directed management capabilities, and increased liquidity options, all of which are enabled by tokenization.

Our growth strategy for tokenized RWA focuses on three pillars:

First, tokenized treasuries where we command the leading position with BlackRock’s BUIDL and VanEck’s Vbill and we believe that there continues to be a large opportunity due to the following factors:

• Disparity in the crypto industry between tokenized dollars and treasuries as opposed to TradFi markets where treasuries are ~2x bigger

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• Approval of the U.S. GENIUS Act, which includes tokenized treasury funds as approved reserves, and the expected proliferation of stablecoins

• Emerging collateral use case for tokenized securities that can significantly boost AUM when broadly adopted by exchanges and where we started making progress integrating some of our products with some major crypto derivates exchanges

Second, continue expansion of tokenized funds where we already have 20.5%+ market share and 14 products with our current asset manager customers as well as with new products, focusing on yield-generating assets that can seamlessly interact with the crypto ecosystem and complement treasuries (higher yield with moderately higher risk) with additional products such as CLOs (we recently released our first product in this category in partnership with BNY), floating rate products, bonds, private credit, etc. in advanced stage of development and contracting.

Third, expansion into retail products with a specific focus on issuer-led, native tokenization of public equities via integration with retail platforms for indirect distribution and collaboration with existing transfer agents as their tokenization partner

One of the next frontiers of tokenization are public securities such as stocks and ETFs

We believe we are well positioned to capture this tailwind given we have pioneered the native tokenization of equities, beginning with Exodus, the first U.S.-registered company to tokenize its common stock, and more recently, FG Nexus, a new framework for tokenizing stocks for publicly listed companies. We have also announced plans to tokenize PubCo on listing, and furthermore, have signed a Memorandum of Understanding with the New York Stock Exchange (NYSE) in which Securitize is positioned to be the issuance and record-keeping backbone for NYSE’s forthcoming Digital Trading Platform targeting stocks and ETFs.

As part of the collaboration formalized in the Memorandum of Understanding, NYSE plans to partner with Securitize as a premier design partner in the development of a digital transfer agent program intended to support on-chain settlement of tokenized security transactions.

The companies plan to collaborate on developing standards for digital transfer agents and tokenization agents participating in the digital ecosystem, with a focus on establishing regulatory, operational, and technology requirements for institutional-grade tokenized securities infrastructure.

As part of the broader collaboration, Securitize Markets is expected to become one of the broker-dealer participants on the upcoming Digital Trading Platform, supporting the development of market structure for issuer-sponsored tokenized securities.

Our position as a mature transfer agent with tokenization capabilities allows us to work with publicly traded issuers of stocks or ETFs to natively tokenize their shares preserving all the rights and without taking any third-party counterparty risk or creating wrappers that introduce fragmentation and additional risks. We believe that native tokenization will be the superior way to tokenize public stocks and ETFs. We serve as the neutral asset layer for the broader crypto ecosystem and do not directly compete with exchanges and brokers given we serve as the infrastructure to enable these platforms.

Competitive Landscape

Securitize operates in a large and evolving market at the intersection of traditional financial infrastructure and emerging digital-asset markets. The tokenization ecosystem is highly fragmented and continues to evolve as regulatory frameworks mature across major jurisdictions. Within this landscape, we believe we primarily compete with (i) other tokenization service providers, (ii) asset managers with inhouse tokenization capabilities, and (iii) issuers of freely transferable tokens.

Tokenization Service Providers

This category includes firms such as Centrifuge, INX, Superstate, and tZERO, which offer technology platforms that enable the issuance and management of tokenized securities. These companies generally operate under limited or narrower regulatory frameworks and primarily serve third-party issuers seeking to digitize private or alternative assets. Securitize differentiates itself from these firms through its scale, blue-chip partnerships, fully

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integrated and regulated model, combining a tokenization platform, registered transfer agent, broker-dealer, ATS, and fund administration capabilities, allowing compliant, end-to-end issuance and secondary trading of digital securities across multiple blockchains.

Asset Managers with In-House Tokenization Capabilities

Traditional asset managers such as Franklin Templeton and WisdomTree have developed internal tokenization capabilities to issue blockchain-enabled versions of their proprietary investment products. These firms are not neutral infrastructure providers and generally use tokenization to enhance distribution or efficiency within their own product lines. While these offerings indirectly compete for investor attention, Securitize’s neutral-platform model positions it as a key enabler for a broad range of asset managers seeking to access tokenization without building in-house infrastructure.

Issuers of Freely Transferable Tokens

Certain firms, including Backed and Ondo, issue freely transferable wrapper tokens that represent exposure to off-chain assets. These issuers typically operate outside traditional investor-protection frameworks and may permit tokens to circulate among non-KYC’d wallets. While such structures appeal to certain DeFi participants, they expose investors to additional counterparty, legal, and regulatory risks. In contrast, Securitize’s regulated approach emphasizes compliance with U.S. and EU securities frameworks, providing a trusted environment for both issuers and investors.

Intellectual Property

The Company maintains and uses trade names, registered and unregistered trademarks, domain names, and logos, which it considers material to its brand identity. The Company may pursue registration of certain additional marks or content as appropriate, and otherwise protects its intellectual property and proprietary technology through confidentiality procedures and contractual restrictions. See the “Risk Factors” section of this S-4 for further discussion of intellectual property matters.

Government Regulation

We are subject to a wide variety of local, state, federal, and international laws, regulations, licensing schemes, and industry standards in the United States and the EU and in other countries and regions in which we operate. These laws, regulations, and standards govern numerous areas that are important to our business, and include, or might in the future include, those relating to all aspects of the securities industry, financial services, tokens, derivatives, trading in tokenized securities, fraud detection, customer protection, anti-money laundering, sanctions regimes, data privacy, data security, risk management and other technology-related aspects such as decentralized finance integration, protocol partnerships and smart contract usage. The substantial costs and uncertainties related to complying with these laws and regulations continue to increase, and our introduction of new products or services, expansion of our business into new jurisdictions or subindustries, acquisitions of other businesses that operate in similar regulated spaces, or other actions that we may take might subject us to additional laws, regulations, or other government or regulatory scrutiny. For example, we are in the process of investing in and implementing significant modifications and upgrades to our information technology systems and procedures, to better comply with IT and data privacy laws, including replacing legacy systems with successor systems, making changes to legacy systems or acquiring new systems with new functionality, hiring employees with information technology expertise and building new policies, procedures, training programs and monitoring tools. For more information, see the risk factors included in “Risk Factors — Risks Related to Government Regulation and Litigation” and “Risk Factors — Risks Related to Cybersecurity, Data Privacy and our Intellectual Property.”

Human Capital Management

As of December 31, 2025, we and our subsidiaries had approximately 194 full-time employees, of whom 154 are based in the U.S. and 40 are based internationally. None of our employees are covered by a collective bargaining agreement. We have also engaged 67 contractors based internationally and may further engage other third-party contractors and consultants on an as-needed basis.

Our human capital objectives include sourcing, recruiting, retaining, incentivizing and developing our existing and future employees. Our equity incentive plans are designed to attract, retain and motivate selected employees, consultants and directors through the granting of share-based compensation awards to encourage focus and calculated risk-taking. In connection with becoming a public company, we expect to hire additional personnel and to implement procedures and processes to address public company regulatory requirements and customary practices.

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Corporate and Other Information

Securitize, Inc. was incorporated in Delaware in 2017. Our principal executive offices are located at 78 SW 7th Street, Suite 500, Miami, FL 33130. Our telephone number is (646) 918-5012.

Our web page address is https://securitize.io/. Our investor relations website is located at https://securitize.io/about-us/investor-relations. We will make available free of charge on our investor relations website under “SEC Filings” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our directors’ and officers’ Section 16 Reports and any amendments to those reports after filing or furnishing such materials to the SEC. References to our website address do not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document or any other document that we file with or furnish to the SEC.

We are an “emerging growth company” (an “EGC”), as defined in the Jumpstart Our Business Startups Act of 2012. As an EGC, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any material legal proceedings. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Recent Sales of Unregistered Securities

Since May 1, 2023, Securitize has sold the following securities without registration under the Securities Act of 1933.

1.We have granted, under our 2018 Equity Incentive Plan, options to purchase an aggregate of 2,550,715 shares of our voting common stock to our employees, consultants, and directors, having exercise prices ranging from $1.39 to $4.95 per share, and 124,833 restricted stock units to be settled in shares of our voting common stock.

2. We have issued and sold to our employees, consultants, and directors an aggregate of 293,763 shares of our voting common stock upon the exercise of stock options under our 2018 Equity Incentive Plan, at exercise prices ranging from $1.39 to $2.61 per share, for an approximate weighted-average exercise price of $1.66 per share.

3. In September 2024, we issued and sold an aggregate of 681,631 shares of our Series B-2 preferred stock at a purchase price of $7.2631 per share for an aggregate amount of approximately $4,574,718.16 in a private placement to 11 accredited investors.

4. In September 2024, we issued and sold an aggregate of 2,089,457 shares of our Series B-4 preferred stock at a purchase price of $21.60 per share for an aggregate amount of approximately $36,023,054.40 in a private placement to 2 accredited investors.

5. In February 2025, 421,723 shares of our voting common stock were exchanged for 421,723 shares of our Series B-4 preferred stock by one investor.

6. In March 2025, we sold a warrant for $1,000, to purchase up to 835,216 shares of our Series B-4 preferred stock at an exercise price of $15 per share, to one accredited investor.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

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SECURITIZE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with Securitize’s unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this proxy statement/prospectus, including information with respect to Securitize’s plans and strategy for its business, includes forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” and sections of this proxy statement/prospectus, including “Cautionary Statement Regarding Forward-Looking Statements.” Therefore, actual results may differ materially from those contained in any forward-looking statements. For purposes of this section, references to “Securitize,” “we,” “our” or “us” are to Securitize, Inc. and its subsidiaries prior to consummation of the Business Combination, and Securitize Holdings, Inc. and its subsidiaries (including Securitize, Inc.) following consummation of the Business Combination.

Overview

Securitize was the first digital securities issuance platform, coming to market in 2018. Securitize and its subsidiaries have built the most comprehensive and trusted infrastructure for tokenizing financial assets on-chain. The company operates a fully regulated, end-to-end platform for the issuance, trading and servicing of tokenized securities. As the only vertically integrated tokenization provider with SEC-registered entities across a transfer agent, broker-dealer, alternative trading system (ATS), investor advisor and fund administration, Securitize uniquely enables a complete lifecycle for tokenized assets. These registrations enable Securitize to legally issue, manage, and trade digital securities in the United States under the same framework that governs traditional equities and bonds, while leveraging the efficiency and transparency of blockchain technology.

Key Factors Affecting Our Operating Performance

Growth of the internet financial system

The Internet financial system is increasingly being built on blockchain infrastructure, and represents a fundamental shift that we believe will result in a profound change to the existing financial system by materially improving efficiency, reducing costs, expanding accessibility, and accelerating innovation. While the Internet financial system has grown rapidly, it remains in its infancy and is very small relative to the legacy financial system. We believe we are well positioned to be among the winners in this emerging, transformative space, and we expect increased adoption and expansion of the internet financial system to be a key driver of growth in all our products and services, and hence of our overall financial performance.

Government regulation

At Securitize, we have always had a “regulation first” philosophy that underlies our operations and has led to significant investments in building a robust compliance infrastructure regarding the tokenization of real-world assets (“RWAs”). As global regulatory frameworks continue to evolve and expand in scope, we remain vigilant in monitoring these changes and expect to continue allocating significant resources across our legal, compliance, product, and engineering teams to ensure our tokenization practices remain aligned with both current and anticipated regulations.

Major economies around the world including the United States, European Union, Hong Kong, Japan, and Singapore are actively developing and refining national laws that govern digital representations of traditional assets. Others, such as the United Arab Emirates, are exploring comprehensive frameworks to integrate tokenized RWAs into their financial systems.

In the U.S., the recent passage of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”) marks a pivotal step toward establishing regulatory clarity for digital asset markets, including tokenized securities and other RWAs. The GENIUS Act is a U.S. federal law enacted in July 2025 that creates a regulatory framework for stablecoin digital assets pegged to the U.S. dollar. We believe that increased global

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regulatory certainty will foster greater institutional and consumer confidence in tokenized assets, accelerating their adoption as a trusted and efficient vehicle for investment and capital formation. These developments reinforce our belief that Securitize is well-positioned to lead the growth of a compliant and scalable RWA tokenization ecosystem.

Growth in TradFi market

Management believes the continued adoption of tokenized real-world assets and blockchain-enabled financial infrastructure may support long-term demand for the Company’s platform and servicing capabilities. Specifically, we expect to expand into the over $400 trillion Traditional Finance (“TradFi”) market by growing our user base with tokenized products. These products will provide individual investors access to alternative assets that TradFi institutions do not offer. These products will also provide individual investors with securities that have more efficient fractional ownership, lower minimums, are self-directed, and have more liquidity options which tokenization enables.

Price and volatility of digital assets

Values of certain digital assets have been highly volatile. Effects from speculation regarding the future appreciation or depreciation in the value of digital assets, making their market prices more volatile, may materially and adversely affect the value of our digital asset inventory. Changing investor confidence and resultant fluctuations in the price of various digital assets may cause uncertainty in the market and could negatively impact trading volumes of digital assets, which would negatively impact our business and operating results.

Adoption of digital assets

The cryptoeconomy experienced rapid growth in 2021 driven by the simultaneous widespread adoption of digital assets, expanded use of cryptocurrencies and broader blockchain innovations including DeFi and the growth of non-fungible tokens (“NFTs”) as a prominent form of tokenization. After a retreat in 2022, cryptocurrency markets started to rally in 2023, which continued through December 2024. After a brief retreat in the first quarter of 2025, the price of bitcoin, as a proxy for the overall market, moved to over $100,000 again in the second quarter of 2025 and continued to exceed $100,000 as of July 2025 reaching another all-time high temporarily of approximately $126,000 on October 6, 2025, before declining to approximately $88,000 and $68,000 as of December 31, 2025 and March 31, 2026, respectively. The initially retail-driven adoption of cryptocurrencies has evolved to include institutional holders, utilizing digital assets as both a store of value and for commercial applications. The lead up to the launch of the spot-based bitcoin exchange-traded funds (“ETFs”) in the U.S. in the first quarter of 2024 followed by the U.S. Presidential election in November 2024 provided a boost to bitcoin. According to the Crypto Market Sizing Report released by Crypto.com, the number of worldwide individual cryptocurrency users was estimated to be 748,900,000 as of March 31, 2026, up from 741,000,000 as of December 31, 2025, and 659,000,000 as of December 31, 2024. However, historical trends are not indicative of future adoption, and it is possible that the adoption of digital assets and blockchain technology may slow, take longer to develop, or never be broadly adopted, which would negatively impact our business and operating results.

Other challenges and risks

We are operating in new industries that are highly innovative, rapidly evolving and characterized by healthy competition, experimentation, changing customer needs, and the frequent introduction of new products and services. We are subject to uncertain and evolving industry and regulatory requirements. While we believe we are well-positioned to capitalize on market opportunities made possible by the rapid evolution of the digital assets ecosystem, due to the relatively nascent stage of our industries and other challenges that we face, our business model also presents certain material risks.

All participants in the cryptoeconomy, including direct investors, consumers and providers of goods and services related to this industry, may be subject to additional costs associated with participating in this industry, as compared with participation in established commerce, due to the rapidly evolving landscape. The potentially higher costs associated with the cryptoeconomy include, but are not limited to, elevated legal and financial advisory fees, use of significant resources to monitor and maintain compliance with applicable laws and regulations, as well as elevated and unpredictable costs of custody, transactions, insurance and theft. Other material risks specific to this industry include a lack of adoption or acceptance of digital assets and blockchain technology, the volatile prices of digital assets, exposure to malicious actors and platform vulnerabilities, and uncertainties in the tax and accounting treatment of digital assets, among others.

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Key Indicators of Performance and Financial Condition

The Company uses a variety of operating and financial metrics, including a non-U.S. GAAP (“non-GAAP”) financial measure, to evaluate the performance of its business and assess its financial condition. Key financial metrics include total revenue, net income (loss), and Adjusted EBITDA. Key operating metrics include average assets under management (“AUM”), as defined below.

Average AUM

AUM serves as a critical indicator of Securitize’s operational scale and market traction. As a measure of the total value of digital securities and tokenized assets managed across its platform, AUM reflects both investor confidence and the platform’s ability to attract and retain high-quality issuers. The following table highlights Securitize’s AUM growth over time, offering insight into its expanding footprint in the digital asset ecosystem and its effectiveness in delivering compliant, blockchain-based investment solutions:

	Average AUM
During the three months ended March 31, 2026	$	3,153,547,270
During the year ended December 31, 2025	$	3,224,477,014
During the three months ended March 31, 2025	$	1,673,160,889
During the year ended December 31, 2024	$	846,681,764

Average AUM for the three months ended March 31, 2026 decreased by $0.1 billion, or 2%, to $3.15 billion from $3.22 billion for the year ended December 31, 2025. Average AUM for the three months ended March 31, 2025 increased by $0.8 billion, or 98%, to $1.7 billion from $846.7 million for the year ended December 31, 2024. The increase in average AUM of 272% from December 31, 2024 through March 31, 2026 is primarily due to significant growth in tokenized fund issuances, expansion of institutional partnerships, and increased adoption of tokenized real-world assets on the Securitize platform.

Significant Transactions

Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP and not as a business combination, given CEPT is not considered to be a business under ASC 805. Under this method of accounting, CEPT will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of PubCo issuing stock for the net assets of CEPT, accompanied by a recapitalization. Upon the completion of the Business Combination, substantially all of the assets and business of PubCo will be held and operated by PubCo and its subsidiaries.

The most significant change in our future reported financial position and results is expected to be an estimated increase in cash (as compared to our unaudited condensed consolidated balance sheet as of March 31, 2026) of between approximately $202.4 million, assuming 100% Redemptions by Public Shareholders, and $448.5 million, assuming No Redemptions by Public Shareholders and, in each case, after deducting estimated expenses.

In connection with becoming a public company, we expect to hire additional personnel and to implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, hiring of new personnel and fees to outside consultants, and costs related to implementation of an appropriate internal control framework, insurance, and investor relations.

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MG Stover, Inc. Acquisition

On April 15, 2025, the Company completed the acquisition of all outstanding equity interests of MG Stover (“MG Stover”), a leading fund administrator for digital assets. As a result, MG Stover’s operating results have been consolidated into the Company’s financial statements effective from the acquisition date. The total purchase consideration was $21.1 million, net cash acquired. No equity was issued as part of the transaction.

Acquired intangible assets include customer relationships valued at approximately $9.4 million, which were fair valued using a discounted cash flow method based on company projections and Level 3 inputs. The trademark and non-compete agreements were determined to have de minimis values due to immediate rebranding and retention of key personnel. Goodwill of approximately $13.0 million represents expected synergies, expanded service capabilities, and the excess of purchase price over the fair value of net assets acquired.

Convertible Promissory Notes Payable Issuance

During the years ended December 31, 2025 and 2024, the Company issued convertible promissory notes (“the Convertible Notes”) to various investors for proceeds. The total principal outstanding was $79.9 million and $49.9 million as of December 31, 2025 and 2024, respectively. The Convertible Notes are senior to other secured indebtedness and carry a 5% annual interest rate. The interest on the notes issued during the year ended December 31, 2025 is compounding until either full repayment or conversion, and the interest on the notes issued during the year ended December 31, 2024 is simple interest. The Convertible Notes mature 36 months from issuance.

Lending and Collateralization Arrangements Involving Tokens

Throughout the year ended December 31, 2025, the Company became party to lending arrangements, governed by various Master Loan and Security Agreement (MLSAs), with certain investors of tokenized funds (the “counterparties”). Under the MLSAs, we are subject to making advances to the counterparties in exchange for transferring certain tokens as collateral on the loans. These loans receivable bear an annual facilitation fee of approximately 2% which accrues until settled as a deduction from the collateral balance remitted back to the counterparties. The loans have no specified maturity date and are mutually callable. We simultaneously locked the tokens received as collateral in a smart contract with a decentralized finance network, and in exchange for the locked tokens (which are minted as “sTokens” to enhance composability with these networks and are recorded on the unaudited condensed consolidated balance sheet within ‘Restricted tokenized assets’ in the aggregate amounts of $1.7 million as of December 31, 2025) we obtain stablecoins or another form of collateralized digital assets. The digital assets received have historically either been held for investment or used for other purposes by the Company such as funding our outstanding ‘Digital assets loan receivable’ balance by immediately transferring the digital assets obtained back to the counterparties. As a result of the Company’s facilitation of these transactions through proof-of-concepts demonstrating how tokenized real-world assets (RWAs) can interact with DeFi protocols to enable new institutional investment strategies — while concurrently advancing the ecosystem and increasing the amount of tokenized assets and protocols available — the public release of these smart contracts has been successfully rolled out, allowing investors to access them independently as intended. Specifically, the Company’s facilitation of each transaction’s execution is no longer required, while the functionality still provides for the level of compliance necessary for the underlying RWAs and the applicable regulatory frameworks. Accordingly, during the final months of the year ended December 31, 2025 and during the three months ended March 31, 2026, the Company wound down all of these lending arrangements with counterparties and had no associated amounts remaining on the unaudited condensed consolidated balance sheets as of March 31, 2026.

See the notes to the unaudited condensed consolidated financial statements, Lending and Collateralization Arrangements Involving Tokens, for additional details regarding our MLSAs.

Secondary transactions and exchange of Common stock for Series B-4 redeemable convertible preferred stock

During the three months ended March 31, 2025, certain former employees, co-founders, and related parties sold 846,418 shares of common stock, 95,203 shares of Series A redeemable convertible preferred stock, 4,649 shares of Series B-1 redeemable convertible preferred stock, and $0.1 million shares of Series B-2 redeemable convertible preferred stock to new and existing investors at purchase prices in excess of the estimated fair value of the respective classes of stock at the time of the transaction (“2025 secondary transactions”).

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The Company waived its right of first refusal applicable to such shares. As a result of the common stock transactions, the Company recorded a total of $7.2 million in stock-based compensation expense for the excess of the purchase price paid by these investors over the fair value of shares sold. This amount is included in ‘Selling, general, and administrative’ expense on the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026. As a result of the preferred stock transactions, the Company recorded a deemed dividend in the amount of $1.5 million for the excess of the purchase price paid by these investors over the carrying value of the shares sold. In connection with certain of the 2025 secondary transactions, on March 4, 2025, a preferred stockholder exchanged $0.4 million shares of common stock with the Company for $0.4 million shares of Series B-4 redeemable convertible preferred stock. The fair value of the newly issued Series B-4 redeemable convertible preferred stock at the time of the exchange was $6.3 million. Upon completion of the Series B-4 redeemable convertible preferred stock exchange, the associated shares of common stock received in the exchange were retired.

The Company did not have any secondary transactions during the three months ended March 31, 2026.

Sale of Securitize for Advisors

On November 26, 2025, the Company finalized the sale of their Securitize For Advisors business, which was presented as discontinued operations in the consolidated financial statements as of and for the year ended December 31, 2025. The base consideration/sale price per the Agreement was $2,871,526.

Certain Components of Results of Operations

Revenue

Revenues are derived from tokenization of funds and RWAs in addition to the integration of blockchain protocols to optimize fund processes. Revenues are also derived from asset services which include an SEC-registered transfer agent focused on providing a comprehensive suite of service, in addition to fund administrative services.

Operating costs and expenses

Cost of Revenue (exclusive of items shown below)

Cost of revenue consists of direct costs incurred to provide services to the Company’s customers. These costs primarily include direct labor cost, which include salaries, wages, and benefits for employees directly involved in the servicing of customers for the Company’s Tokenization and Asset Servicing offerings, including certain blockchain and protocol engineers as well as fund administrators, among others. Other costs of revenues include contractor costs, security and identity verification costs, legal fees, software subscription costs, and certain other costs incurred as a direct result of customer transactions. These costs do not include depreciation, amortization, and the allocation of any rent or utilities.

Selling, general and administrative expenses

Selling, general and administrative expenses include non-personnel operating costs such as professional and consulting fees, legal and accounting services, recruiting costs, facilities and office expenses, travel and entertainment, software costs not related to providing or supporting services to customers, equipment costs, insurance, regulatory and licensing fees, and other general corporate expenses that are not directly attributable to cost of revenues, product and development, or sales and marketing activities.

Compensation and benefits

Compensation and benefits consist of base compensation for employees and contractors, incentive and equity compensation tied to performance and retention, and payroll related taxes, benefits, and other employee related costs.

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Provision for expected credit losses

Provision for expected credit losses consists of changes to our provision on our trade accounts receivable balances.

Loss on digital assets from operations, net

Loss on digital assets from operations, net reflect changes in the fair value of digital assets held by the Company that are recognized in earnings as a result of market price fluctuations and the Company’s level of digital asset holdings.

Other (expense) income, net

Other income, net consists of non-operating income and expenses not directly related to our core operations. This includes income (expense) from yield earned on the Company’s tokenized assets for which it has control, interest expense, interest income, dividend income, gain (loss) on digital assets held for investments, net, change in fair value of certain options, SAFEs, and derivative liabilities.

Provision from income taxes

Provision from income taxes includes income taxes related to foreign jurisdictions and U.S. federal and state income taxes. As we conduct business activities internationally, any changes in the U.S. and foreign taxation of such activities may affect our overall provision for income taxes in the future.

Loss from discontinued operations

Loss from discontinued operations includes financial activity related to the Securitize for Advisors reporting unit, which was sold in the fourth quarter of 2025 and presented as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025.

Other comprehensive income (loss)

Other comprehensive income (loss) consists of our foreign currency translation adjustment from our operations in Japan, Europe, and Israel.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table summarizes the results of operations for the periods indicated:

	Three Months Ended March 31,
	2026			2025			$ Change			% Change
Revenue	$	19,478,466		$	14,034,019		$	5,444,447		39	%
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)		4,469,890			1,746,657			2,723,233		156	%
Selling, general & administrative		7,738,093			3,321,181			4,416,912		133	%
Compensation and benefits		9,100,598			11,973,536			(2,872,938	)	(24	)%
Provision for expected credit losses		285,453			74,388			211,065		284	%
Loss on digital assets from operations, net		286,592			850,660			(564,068	)	(66	)%
Total operating costs and expenses		21,880,626			17,966,422			3,914,204		22	%
Loss from operations		(2,402,160	)		(3,932,403	)		(1,530,243	)	39	%

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	Three Months Ended March 31,
	2026			2025			$ Change			% Change
Other income (expense):
Interest expense		(2,268,575	)		(1,450,891	)		(817,684	)	56	%
Interest income		237,114			167,491			69,623		42	%
Dividend income		153,452			41,834			111,618		267	%
Loss on digital assets held for investments, net		(920,467	)		—			(920,467	)	100	%
Other income, net		589,992			580,510			9,482		2	%
Change in fair value of simple agreements for future equity		(1,368,000	)		(66,000	)		(1,302,000	)	1973	%
Change in fair value of derivative liability		(2,001,000	)		(290,000	)		(1,711,000	)	590	%
Change in fair value of option liability		90,000			490,000			(400,000	)	(82	)%
Total other expense, net		(5,487,484	)		(527,056	)		(4,960,428	)	941	%
Net loss from continuing operations before income taxes		(7,889,644	)		(4,459,459	)		(3,430,185	)	77	%
Provision for income taxes		(43,008	)		(82,059	)		39,051		(48	)%
Net loss from continuing operations		(7,932,652	)	$	(4,541,518	)	$	(3,391,134	)	75	%
Net loss from discontinued operations		—			(583,339	)		583,339		(100	)%
Net loss	$	(7,932,652	)	$	(5,124,857	)	$	(2,807,795	)	55	%

Revenue

Revenue for the three months ended March 31, 2026 was $19.5 million, an increase of $5.4 million compared to $14.0 million for the three months ended March 31, 2025. The increase was primarily driven by growth in asset servicing revenue of $5.6 million, partially offset by a slight decrease in tokenization revenue year over year.

The increase in asset servicing revenue for the three months ended March 31, 2026 was primarily driven by the acquisition of MG Stover in April 2025, resulting in three months of revenue from MG Stover in the current-year period, compared to no revenue from MG Stover during the three months ended March 31, 2025 (an increase of $4.8 million). The remaining increase in asset servicing revenue year over year was primarily driven by the Company’s transfer agent business.

Operating expenses

Cost of revenue (exclusive of items shown below)

Cost of revenue for the three months ended March 31, 2026 was $4.5 million, an increase of $2.7 million compared to $1.7 million for the three months ended March 31, 2025. The increase was primarily due to higher revenues in 2026 as well as increased headcount of revenue-generating personnel and software & systems expenses, mainly associated with the acquisition of MG Stover, which contributed to $2.5 million of the total increase.

Cost of revenue as a percentage of revenue was 22.9% for the three months ended March 31, 2026, compared to 12.4% for the three months ended March 31, 2025. This increase was largely attributable to the acquisition of MG Stover.

Selling, general & administrative

Selling, general & administrative expenses for the three months ended March 31, 2026 were $7.7 million, an increase of $4.4 million compared to $3.3 million for the three months ended March 31, 2025. The increase was driven in part by higher consulting, professional, and accounting fees of $2.5 million, including costs associated with public-company readiness efforts, a portion of which are non-recurring in nature. The remaining $1.9 million increase was primarily driven by higher marketing expenses, software & subscriptions expenses, licenses costs, and depreciation & amortization, among others, some of which were driven by the acquisition of MG Stover.

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Selling, general & administrative expenses represented approximately 39.7% of revenue for the three months ended March 31, 2026, compared to approximately 23.7% for the three months ended March 31, 2025. The increase as a percentage of revenue was primarily due to higher consulting, professional, and accounting fees, including investments in public company readiness, which outpaced revenue growth in the current-year period.

Compensation and benefits

Compensation and benefits expense for the three months ended March 31, 2026 was $9.1 million, a decrease of $2.9 million compared to $12.0 million for the three months ended March 31, 2025. The decrease was primarily driven by $7.0 million of stock-based compensation expense attributable to non-recurring secondary transactions during the three months ended March 31, 2025, for which there were no comparable transactions during the three months ended March 31, 2026. This decrease was partially offset by increases of $2.0 million at Digital Fund Services, primarily driven by the acquisition of MG Stover, and $2.1 million related to increased headcount at corporate and the Company’s SEC-registered broker dealer.

Compensation and benefits expense represented approximately 47% of revenue for the three months ended March 31, 2026, compared to approximately 85% for the three months ended March 31, 2025. The decrease as a percentage of revenue was primarily driven by revenue growth in the current-year period, which outpaced the increase in compensation and benefits expense, as well as the impact of the non-recurring secondary transactions recognized in the same period of 2025, for which there were no comparable transactions in the current-year period.

Provision for expected credit losses

Provision for expected credit losses for the three months ended March 31, 2026 was $0.3 million, compared to $0.1 million for the three months ended March 31, 2025, reflecting no significant change versus the same period in 2025.

Loss on digital assets from operations, net

Loss on digital assets from operations, net were a $0.3 million loss for the three months ended March 31, 2026, a decrease of $0.6 million compared to $0.9 million for the three months ended March 31, 2025. The period-over-period change was attributable to changes in digital asset prices due to market volatility as well as the Company’s asset composition in both periods. Specifically, the fair value remeasurement on the embedded derivative included within the Company’s Digital assets receivable had significantly less of an impact during the three months ended March 31, 2026 relative to the three months ended March 31, 2025 as the Company began receiving the digital assets underlying the receivable during 2025 and the balance of assets subject to mark-to-market adjustments also has continued to decline over time.

Other income (expense)

Interest expense

Interest expense was $2.3 million for the three months ended March 31, 2026, an increase of $0.8 million compared to $1.5 million for the three months ended March 31, 2025. The increase was primarily attributable to an increase in the average outstanding balance of our interest-bearing convertible notes during the three months ended March 31, 2026, as compared to the same period in 2025, driven by the issuance of additional convertible promissory notes in September and October 2025.

Interest income

Interest income was $0.2 million for the three months ended March 31, 2026, remaining consistent with the $0.2 million reported for the same period.

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Dividend income

Dividend income was $0.2 million for the three months ended March 31, 2026, an increase of $0.1 million compared to $0.04 million for the three months ended March 31, 2025. The increase resulted from a higher average balance of dividend-bearing investments held during the three months ended March 31, 2026 compared to the same period in 2025.

Loss on digital assets held for investment, net

Loss on digital assets held for investment, net, was $0.9 million for the three months ended March 31, 2026, with no such losses incurred during the three months ended March 31, 2025. The decline reflects the decrease in value of the Company’s digital asset holdings during the current period, consistent with broader market price declines, particularly among alternative coins (“altcoins”) in which the Company is invested. These losses were only partially offset by nominal gains generated from underlying investments through various DeFi strategies involving the held altcoins. The Company did not hold any digital assets for investment during the three months ended March 31, 2025, and therefore no gain or loss was recognized in that period.

Other income, net

Other income, net was $0.6 million for the three months ended March 31, 2026, consistent with $0.6 million for the same period in 2025. Other income, net remained relatively flat year over year, with no significant offsetting income or expense items or significant activity in either period.

Change in fair value of simple agreements for future equity

The change in the fair value of simple agreements for future equity resulted in a $1.4 million loss for the three months ended March 31, 2026, representing an increase of $1.3 million compared to a $0.1 million loss for the same period in 2025. This increase was primarily driven by in the Company’s underlying stock price.

Change in fair value of derivative liability

The change in the fair value of the derivative liability resulted in an unrealized loss of $2.0 million for the three months ended March 31, 2026, compared to an unrealized loss of $0.3 million for the same period in 2025. This increase was primarily driven by an increase in the Company’s underlying stock price as well as a higher probability of completing a de-SPAC transaction.

Change in fair value of option liability

The change in the fair value of the option liability for the three months ended March 31, 2026 resulting in a $0.1 million gain, representing a $0.4 million decrease compared to a $0.5 million gain for the same period in 2025. The change was primarily driven by an increase in the Company’s underlying stock price.

Provision for income taxes

The provision for income taxes for the three months ended March 31, 2026 was $0.04 million, compared to $0.08 million for the three months ended March 31, 2025. The income tax provision for both periods primarily relates to the portion of tax-deductible goodwill that increases our deferred tax liabilities which is not fully offset by our deferred tax assets related to new operating losses due to limitations on net operating loss utilization.

Loss from discontinued operations

There were no losses from discontinued operations for the three months ended March 31, 2026, compared to a loss of $0.6 million for the three months ended March 31, 2025. The Company sold its discontinued operations, the Securitize for Advisors reporting unit, in the fourth quarter of 2025; accordingly, there were no operations or results from this business in the current period.

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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following table summarizes the results of operations for the periods indicated:

	Year Ended December 31,
	2025			2024			$ Change			% Change
Revenue	$	62,152,140		$	18,636,170		$	43,515,970		234	%
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)		13,472,042			1,838,670			11,633,372		633	%
Selling, general & administrative		20,525,686			11,891,872			8,633,814		73	%
Compensation and benefits		37,176,194			18,477,270			18,698,924		101	%
Provision for expected credit losses		397,382			1,743,140			(1,345,758	)	(77	)%
Loss on digital assets from operations, net		5,113,796			—			5,113,796		100	%
Total operating costs and expenses		76,685,100			33,950,952			42,734,148		126	%
Loss from operations		(14,532,960	)		(15,314,782	)		781,822		(5	)%

Other income (expense):
Interest expense		(6,892,872	)		(4,533,607	)		(2,359,265	)	52	%
Interest income		1,177,726			2,113,178			(935,452	)	(44	)%
Dividend income		227,133			402,035			(174,902	)	(44	)%
Other income, net		862,360			201,537			660,823		328	%
Change in fair value of simple agreements for future equity		(4,735,000	)		(95,000	)		(4,640,000	)	4,884	%
Change in fair value of derivative liability		(11,719,000	)		(1,370,000	)		(10,349,00	)	755	%
Change in fair value of option liability		(6,431,000	)		261,000			(6,692,000	)	(2,564	)%
Total other expense, net		(27,510,653	)		(3,020,857	)		(24,489,796	)	811	%
Net loss from continuing operations before income taxes		(42,043,613	)		(18,335,639	)		(23,707,974	)	129	%
Provision for income taxes		(324,550	)		(90,896	)		(233,654	)	257	%
Net loss from continuing operations		(42,368,163	)	$	(18,426,535	)	$	(23,941,628	)	130	%
Net loss from discontinued operations		(6,086,562	)		(5,861,133	)		(225,429	)	4	%
Net loss	$	(48,454,725	)	$	(24,287,668	)	$	(24,167,057	)	100	%

Revenue

Revenue for the year ended December 31, 2025 was $62.2 million, an increase of $43.5 million compared to $18.6 million for the year ended December 31, 2024. The increase was primarily driven by growth in tokenization revenue and asset servicing revenue.

Tokenization revenue for the year ended December 31, 2025 was $37.4 million, an increase of $27.3 million compared to $10.1 million for the year ended December 31, 2024. The increase was primarily attributable to a significant number of new on-chain integrations completed during 2025, compared to the prior year, which expanded the number of supported blockchains.

Asset servicing revenue for the year ended December 31, 2025 was $24.7 million, an increase of $16.2 million compared to $8.5 million for the year ended December 31, 2024. Asset servicing revenue, which is largely comprised of fund administration services, increased primarily due to the acquisitions of Theorem Fund Services, LLC in mid-October 2024 and MG Stover in April 2025. The increase primarily reflects twelve months of revenue from Theorem Fund Services, LLC in 2025 compared to approximately 2.5 months in 2024 (an increase of $3.6 million), as well as incremental revenue resulting from the acquisition of MG Stover (an increase of $12.8 million).

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Operating costs and expenses

Cost of revenue (exclusive of items shown below)

Cost of revenue for the year ended December 31, 2025 was $13.5 million, an increase of $11.6 million compared to $1.8 million for the year ended December 31, 2024. The increase was primarily due to higher revenues in 2025 and increased headcount of revenue-generating personnel, mainly associated with the acquisitions of Theorem Fund Services, LLC and MG Stover, which contributed to $7.3 million of the total increase, as well as increased software costs of $3.4 million which support our asset servicing operations, also associated with the acquisition of Theorem Fund Services, LLC and MG Stover.

Cost of revenue as a percentage of revenue was 21.7% for the year ended December 31, 2025, compared to 9.9% for the year ended December 31, 2024. This increase was largely attributable to the acquisition of MG Stover.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2025 were $20.5 million, an increase of $8.6 million compared to $11.9 million for the year ended December 31, 2024. The increase was driven in part by higher consulting, professional, and accounting fees of $4.6 million, including costs associated with public-company readiness efforts, a portion of which are non-recurring in nature. The increase was also attributable to additional operating costs resulting from the acquisitions of Theorem Fund Services, LLC and MG Stover, including $0.8 million of higher software-related subscription costs, as well as an increase of $2.5 million relating to recruiting costs, advertising costs, and depreciation.

Selling, general and administrative expenses represented approximately 33% of revenue for the year ended December 31, 2025, compared to approximately 64% for the year ended December 31, 2024. This decrease as a percentage of revenue was driven by operating leverage and economies of scale achieved as revenue growth in 2025 outpaced increases in operating costs.

Compensation and benefits

Compensation and benefits expense for the year ended December 31, 2025 was $37.2 million, an increase of $18.7 million compared to $18.5 million for the year ended December 31, 2024. The increase was primarily driven by $7.3 million of higher salaries, wages, and benefits mainly resulting from increased administrative headcount associated with the acquisitions of Theorem Fund Services, LLC and MG Stover, as well as an increase in corporate headcount. The increase was also attributable to $10.5 million of stock-based compensation expense primarily attributable to non-recurring secondary transactions during the year ended December 31, 2025.

Compensation and benefits expense represented approximately 60% of revenue for the year ended December 31, 2025, compared to approximately 99% for the year ended December 31, 2024. This decrease as a percentage of revenue was driven by significant revenue growth during 2025, which outpaced the increase in compensation and benefit costs.

Provision for expected credit losses

Provision for expected credit losses for the year ended December 31, 2025 was $0.4 million, a decrease of $1.3 million compared to $1.7 million for the year ended December 31, 2024. The decrease was primarily attributable to a $1.2 million write-off of a customer’s outstanding accounts receivable balance during 2024, for which there was no comparable write-off during 2025.

Loss on digital assets from operations, net

Loss on digital assets from operations, net were a $5.1 million loss for the year ended December 31, 2025, compared to no such losses or gains for the year ended December 31, 2024. The year-over-year change was attributable to changes in digital asset prices due to market volatility, together with an increase in digital assets received as consideration from certain customers related to the Company’s Tokenization revenues from contracts with customers that also increased during 2025.

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Other income (expense)

Interest expense

Interest expense was $6.9 million for the year ended December 31, 2025, an increase of $2.4 million compared to $4.5 million for the year ended December 31, 2024. The increase was primarily attributable to an increase in the average outstanding balance of our interest bearing convertible notes during the year ended December 31, 2025 as compared to the same period last year.

Interest income

Interest income was $1.2 million for the year ended December 31, 2025, a decrease of $0.9 million compared to $2.1 million for the year ended December 31, 2024. The decrease was primarily attributable to lower average cash and investment balances during the period, particularly with regards to our position in BUIDL.

Dividend income

Dividend income was $0.2 million for the year ended December 31, 2025, a decrease of $0.2 million compared to $0.4 million for the year ended December 31, 2024. The decrease resulted from a lower average balance of dividend-bearing investments held during the year ended December 31, 2025.

Other income, net

Other income, net was $0.9 million for the year ended December 31, 2025, compared to other income, net of $0.2 million for the year ended December 31, 2024, representing a net change of $0.7 million year over year. The change was primarily attributable to realized and unrealized gains on certain tokenized investments and other assets held by the Company during the year ended December 31, 2025.

Change in fair value of simple agreements for future equity

The change in fair value of simple agreements for future equity was a $4.7 million loss for the year ended December 31, 2025, an increase of $4.6 million compared to a $0.1 million loss for the year ended December 31, 2024. The change was primarily driven by an increase in the Company’s underlying stock price.

Change in fair value of derivative liability

The change in fair value of the derivative liability resulted in an unrealized loss of $11.7 million for the year ended December 31, 2025, compared to an unrealized loss of $1.4 million for the year ended December 31, 2024. This change was primarily driven by an increase in the Company’s underlying stock price and increase in the probability of completing a de-SPAC transaction.

Change in fair value of option liability

The change in fair value of option liability for the year ended December 31, 2025 was a $6.4 million loss, a fluctuation of $6.7 million compared to a $0.3 million gain for the year ended December 31, 2024. The change was primarily driven by an increase in the Company’s underlying stock price.

Provision for income taxes

The provision for income taxes for the year ended December 31, 2025 was $0.3 million, compared to $0.1 million for the year ended December 31, 2024. The income tax provision for both periods primarily relates to the portion of tax-deductible goodwill that increases our deferred tax liabilities which is not fully offset by our deferred tax assets related to new operating losses due to limitations on net operating loss utilization.

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Loss from discontinued operations

The loss from discontinued operations for the year ended December 31, 2025 was $6.1 million, representing an increase of $0.2 million as compared to the loss from discontinued operations for the year ended December 31, 2024 of $5.9 million. This increase was primarily due to the impairment of our Securitize for Advisors reporting unit of $4.1 million in 2025 versus the impairment charge of $3.0 million for the year ended December 31, 2024, partially offset by lower operating expenses.

Non-GAAP Financial Measures

Adjusted EBITDA

To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this proxy statement/prospectus the measure of Adjusted EBITDA, a non-GAAP financial measure that we calculate as Net loss from continuing operations excluding: Depreciation and amortization expense, Provision for expected credit losses, Share-based compensation expense, Provision for income taxes, Interest income, Interest expense, Dividend income, Loss on digital assets held for investments, net, Other income, net, Change in fair value of simple agreements for future equity, embedded derivatives, and option liability, Acquisition related transaction costs, and Professional fees and other one-time public company readiness costs. We have provided a reconciliation below of Adjusted EBITDA to Net loss from continuing operations, the most directly comparable GAAP financial measure.

We present Adjusted EBITDA because it facilitates external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures or operating histories. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results.

We believe it is useful to exclude non-cash charges, such as Depreciation and amortization and Share-based compensation expense, from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude Provision for income taxes, Interest income, Interest expense, and other non-routine items as these items are not components of our core business operations.

Adjusted EBITDA has limitations as a financial measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditures;

• Adjusted EBITDA does not reflect share-based compensation and related taxes. Share-based compensation expense has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital;

• Adjusted EBITDA excludes one-time non-routine items; and

• Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss), and our other GAAP results.

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The following table reconciles Adjusted EBITDA to Net loss from continuing operations, the most closely comparable GAAP financial measure for the periods presented:

	Three Months Ended March 31,
	2026			2025
Net loss from continuing operations	$	(7,932,652	)	$	(4,541,518	)
Add back:
Depreciation and amortization		587,934			313,414
Provision for expected credit losses		285,453			74,388
Share-based compensation expense		836,588			7,431,004
Provision for income taxes		43,008			82,059
Interest income		(237,114	)		(167,491	)
Interest expense		2,268,575			1,450,891
Dividend income		(153,452	)		(41,834	)
Loss on digital assets held for investments, net		920,467			—
Other income, net		(589,992	)		(580,510	)
Change in fair value of simple agreements for future equity, embedded derivatives, and option liability		3,279,000			(134,000	)
Acquisition related transaction costs		—			246,069
Professional fees and other one-time public company readiness costs		1,523,410			—
Adjusted EBITDA	$	831,225		$	4,132,472

The following table reconciles Adjusted EBITDA to Net loss from continuing operations, the most closely comparable GAAP financial measure for the periods presented:

	Year Ended December 31,
	2025			2024
Net loss from continuing operations	$	(42,368,163	)	$	(18,426,535	)
Add back:
Depreciation and amortization		1,891,867			1,098,881
Provision for expected credit losses		397,382			1,743,140
Share-based compensation expense		12,142,913			404,041
Provision for income taxes		324,550			90,896
Interest income		(1,177,726	)		(2,113,178	)
Interest expense		6,892,872			4,533,607
Dividend income		(227,133	)		(402,035	)
Other income, net		(862,360	)		(201,537	)
Change in fair value of simple agreements for future equity, embedded derivatives, and option liability		22,885,000			1,204,000
Acquisition related transaction costs		290,000			275,000
Professional fees and other one-time public company readiness costs		3,246,929			—
Adjusted EBITDA	$	3,436,131		$	(11,793,720	)

Liquidity and Capital Resources

We have experienced recurring net losses and negative cash flows from operations from inception through December 31, 2025. The Company is in a net loss position for the three months ended March 31, 2026 with a net loss of $7.9 million. The Company has an accumulated deficit of approximately $173.4 million at March 31, 2026. We have primarily relied on raising capital through debt and equity financings to support our operations.

As of March 31, 2026, we had total liquidity sources consisting of cash and cash equivalents of $14.5 million. As of December 31, 2025 we had cash and cash equivalents of $24.9 million. We believe our operating cash flows, together with our total liquidity sources on hand, will be sufficient to meet our working capital and capital

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expenditure requirements for a period of at least 12 months from the date of this filing. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future as we continue to invest in the expansion of our products and services.

Cash Flows for the Three Months Ended March 31, 2026 and 2025

Cash flows from operating, investing and financing activities, as reflected in the accompanying unaudited condensed consolidated statements of cash flow, are summarized in the following table:

	Three Months Ended March 31,
	2026			2025
Net cash flows used in operating activities	$	(9,092,102	)	$	(3,979,485	)
Net cash flows used in investing activities		(1,021,562	)		(765,460	)
Net cash flows (used in) provided by financing activities		(347,960	)		3,020
Effect of exchange rate changes on cash		49,886			73,228
Net change in cash and cash equivalents	$	(10,411,738	)	$	(4,668,697	)

Operating Activities

Net cash used in operating activities was $9.1 million for the three months ended March 31, 2026, compared to net cash used in operating activities of $4.0 million for the three months ended March 31, 2025, representing an increase in cash used of $5.1 million ($6.3 million from continuing operations). Our largest source of cash provided by operating activities are revenues generated from Tokenization and Asset Servicing. Our primary uses of cash in operating activities include payments to employees for compensation, professional services, and other operating costs such as software subscriptions, insurance, and marketing, among others.

In addition to the net losses from continuing operations incurred during the period increasing by $3.4 million, these were exacerbated by a decrease of $2.6 million in the non-cash adjustments to reconcile net loss to net cash used in operating activities during the three months ended March 31, 2026, relative to the three months ended March 31, 2025. The decrease to these non-cash adjustments primarily consisted of lower share-based compensation expenses by $6.6 million, and increases in net gains from the Company’s investments by $1.4 million, which were largely offset by the aggregate losses on the fair value adjustments related to digital assets $0.9 million, and changes in the fair values of simple agreements for future equity, embedded derivatives, and the option liability increasing by an aggregate amount of $3.4 million.

Changes in working capital also contributed to the change in cash flows used in operating activities, resulting in $0.3 million of additional cash outflows from operating activities relative to the prior period. This increase in the cash used in operating activities, driven by these changes in working capital accounts, are primarily the result of higher revenues generated in 2026 versus 2025 resulting in corresponding increases to the Company’s accounts receivable balances and decreases to the deferred revenues balance reported for each period. Additionally, the Company paid down $1.7 million more of its accounts payable during the three months ended March 31, 2026, relative to the three months ended March 31, 2025. The higher operating cash outflows resulting from these changes in the Company’s working capital were largely offset by a $2.7 million increase in including the changes in accrued expenses and other current liabilities, a $2.4 million decrease in the change in contract assets, and a $6.3 million decrease in the amount of digital assets receivable (reflecting an unconditional right to receive digital assets as consideration in the future) recognized during the three months ended March 31, 2026, relative to the three months ended March 31, 2025.

Net cash used in operating activities from discontinued operations decreased by $1.2 million for the three months ended March 31, 2026, because the Company disposed of the discontinued operation during the year ended December 31, 2025. There were no cash flows related to investing or financing activities from discontinued operations during either of the periods presented.

Investing Activities

Net cash used in investing activities was $1.0 million for the three months ended March 31, 2026, compared to $0.8 million for the three months ended March 31, 2025, representing an increase of $0.3 million.

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The $1.0 million of net cash used from investing activities for the three months ended March 31, 2026 was primarily driven by $2.2 million of originations of notes receivable from related parties and $0.3 million of purchases of equipment and other long-lived assets, partially offset by $1.5 million of proceeds from partial redemptions of the Company’s investments in tokenized assets.

The $0.8 million of net cash used in investing activities for the three months ended March 31, 2025 was primarily driven by $0.9 million of purchases of digital assets for investment and $0.7 million of originations of notes receivable from related parties, partially offset by $0.8 million of proceeds from sales and redemptions of marketable securities and $0.1 million of proceeds from partial repayments of notes receivable from related parties.

Financing Activities

Net cash used in financing activities was approximately $0.3 million for the three months ended March 31, 2026, primarily driven by payments of deferred offering costs associated with the Business Combination, partially offset by proceeds from the exercise of options. There were no significant financing cash flows during the same period in 2025.

Cash Flows for the Years Ended December 31, 2025 and 2024

Cash flows from operating, investing and financing activities, as reflected in the accompanying consolidated statements of cash flow, are summarized in the following table:

	Year Ended December 31,
	2025			2024
Net cash flows used in operating activities	$	(16,181,535	)	$	(18,527,655	)
Net cash used in investing activities		(13,015,588	)		(13,691,098	)
Net cash provided by financing activities		31,477,818			47,341,895
Effect of exchange rate changes on cash		627,402			106,250
Net change in cash and cash equivalents	$	2,908,097		$	15,229,392

Operating Activities

Net cash used in operating activities was $16.2 million for the year ended December 31, 2025, compared to net cash used in operating activities of $18.5 million for the year ended December 31, 2024, representing a decrease in cash used of $2.3 million. Our largest source of cash provided by operating activities are revenues generated from Tokenization and Asset Servicing. Our primary uses of cash in operating activities include payments to employees for compensation, professional services, and other operating costs such as software subscriptions, insurance, and marketing, among others.

Although the net losses generated during the period increased by $24.2 million, these were more than offset by an increase of $39.0 million in the non-cash adjustments to reconcile net loss to net cash used in operating activities during the same period. The increases to these non-cash adjustments primarily consisted of higher share-based compensation expenses by $11.7 million, losses on fair value adjustments related to digital assets of $5.1 million, and changes in the fair values of simple agreements for future equity, embedded derivatives, and the option liability increasing by an aggregate amount of $21.7 million.

Changes in working capital also contributed to the change in cash flows used in operating activities, resulting in $15.4 million of additional operating cash used in versus prior year. This increase in operating cash used in, driven by these changes in working capital accounts, are primarily the result of higher revenues generated in 2025 versus 2024 resulting in corresponding increases to the Company’s accounts receivable and contract asset balances reported for each period. Additionally, changes in the Company’s working capital included amounts not settled in cash, including digital assets receivable (reflecting an unconditional right to receive digital assets in the future) and stablecoins and other digital assets received as consideration.

Net cash used in operating activities from discontinued operations decreased by $2.7 million, primarily due to lower operating expenditures as the Company reduced its level of activity in advance of the sale of the Securitize for Advisors business in November 2025. This decrease occurred despite a $0.2 million increase in the net loss from discontinued operations during the same period.

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Investing Activities

Net cash used in investing activities was $13.0 million for the year ended December 31, 2025, compared to $13.7 million for the year ended December 31, 2024, representing a decrease of $0.7 million. The net decrease in cash used was primarily driven by a $24.6 million decrease in proceeds received from sales and redemptions of investments and available-for-sale marketable securities versus the prior year and a $15.4 million increase in cash paid related to the acquisition of MG Stover in 2025 compared to cash proceeds paid for Theorem in the prior year. These increases in cash used were partially offset by a $21.9 million increase in proceeds provided from dispositions of digital assets held for investment, a $16.9 million decrease in purchases made of investments in available-for-sale marketable securities, an increase of $2.8 million from the proceeds received in the sale of the Securitize for Advisors business, net of cash disposed and other closing adjustments, and a $14.6 million decrease in DeFi investing activities originated with cash equivalents. The remaining $15.5 million increase in cash used was attributable to other net investing outflows, including digital and tokenized asset purchases of $8.8 million, less related-party notes receivable activity of $6.4 million, and net purchases of long-lived assets of $0.3 million.

Financing Activities

Net cash provided by financing activities was $31.5 million for the year ended December 31, 2025, compared to $47.3 million for the year ended December 31, 2024. This decrease was primarily driven by a $19.9 million reduction in proceeds received from convertible notes, net of issuance costs, and a $1.5 million reduction in proceeds received from issuance of notes payable to a related party compared to the prior year, partially offset by proceeds received from repayment of a stockholder note of $3.6 million, proceeds received from stock options exercised of $0.5 million, and a $1.6 million reduction in repayments of a related-party notes payable.

Debt

Simple Agreements for Future Equity

During 2021, we secured proceeds of $4.8 million in connection with the execution of SAFEs with investors. Upon the closing of an equity financing of at least $50,000,000, as defined in the agreements, the SAFEs will automatically convert into shares of preferred stock, equal to the SAFE purchase amount divided by the purchase price in the equity financing. If there is a liquidity event, defined as a change of control or an initial public offering, the SAFE holders will be entitled to receive a portion of the proceeds equal to the greater of the SAFE purchase amount or the amount payable on the number of shares of common stock equal to the purchase amount divided by the liquidity price, as defined in the agreements. There were no additional SAFEs executed during the three months ended March 31, 2026 or 2025. In October and November of 2025 the SAFEs were amended to provide that they will automatically convert into shares of preferred stock concurrently with the closing of the Business Combination.

Hamilton Lane SF6

During 2024, the Company was provided $6.0 million from investors which is to be transferred to the Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd upon certain capital calls. The Company is required to fund Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd via these capital calls with the funds provided by the investors, and the entire amount is due and payable in full no later than five years from the date of the respective advance. This obligation bears 0% interest and as of December 31, 2024, the outstanding balance under the obligation was $2.5 million, which was fully settled by the Company during the year ended December 31, 2025 through transferring funds to the Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd. As such, as of December 31, 2025 there was no outstanding payable balance.

Line of Credit

We maintain a margin credit line with UBS Financial Services Inc., secured by our investment portfolio held at UBS. The borrowing capacity under this arrangement is not a fixed commitment but rather is determined based on a percentage of the market value of eligible collateral in the UBS investment account. As such, the total amount available to borrow fluctuates with changes in the value of the underlying investments. Borrowings under the margin line bear interest at a variable rate based on the One-Month SOFR plus 65 basis points (4.30% at March 31, 2026, 4.44% at December 31, 2025, and 5.18% at December 31, 2024). The total commitment availability on the line of credit is limited to the amount of capital invested with UBS at a given time, which

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amounted to $0.6 million, $0.6 million, and $1.3 million as of March 31, 2026, December 31, 2025, and December 31, 2024, respectively. There were no borrowings on the line of credit during the three months ended March 31, 2026 nor during the years ended December 31, 2025 and 2024.

Convertible Promissory Notes Payable

During the years ended December 31, 2025 and 2024, we entered into note purchase agreements with certain investors, pursuant to which we issued convertible promissory notes for an aggregate principal amount of approximately $30.0 million (the “2025 Notes”) and $49.9 million (the “2024 Notes”), respectively. The notes accrue interest at 5% per annum, provided that, upon the occurrence and during the continuance of certain Events of Default (as defined in the note purchase agreements), interest will accrue daily at rate of 15% per annum. The notes mature 36 months from issuance. They include multiple conversion triggers: (1) Non-Qualified Financing, (2) Qualified Financing (3) Change of Control, and (4) Maturity Date, and the 2025 Notes includes a (5) SPAC Transaction trigger. The notes are expected to automatically convert into shares of Securitize Preferred Stock concurrently with the closing of the Transactions (and, pursuant to the Business Combination Agreement, will be converted into shares of Securitize Common Stock and then exchanged for shares of PubCo Common Stock).

• Non-Qualified Financing: In the event of a smaller financing or Qualified IPO, investors may elect to convert their notes into the same securities issued in that round, at the same price per share paid by investors in the non-Qualified Financing.

• Qualified Financing — A bona fide equity financing (or series) with third-party lead investors, excluding any conversions of this Note or other convertible securities, with the per-share price determined without giving effect to the Notes.

• Change of Control: Upon a change in control event, the investor is entitled to repayment of the full outstanding balance of principal and accrued unpaid interest.

• Maturity: For the 2024 Notes, if not converted earlier, the notes will convert at maturity into newly authorized Series B-5 Senior Preferred Stock, with a 1.0x non-participating senior liquidation preference, at a conversion price equal to 75% of the most recently issued preferred equity price. The 2025 Notes do not convert upon maturity but rather are to be paid in cash.

• SPAC Transaction: For the 2025 Notes, in the event of a SPAC Transaction, the investors outstanding principal and any unpaid accrued interest shall automatically convert in whole without any further action by the investor into a number of shares of common stock of the surviving public company in such SPAC Transaction equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal.

NHTV Side Letter Options

In connection with the Series B-1 preferred stock issuance, the Company issued an option to the lead investor in the Series B-1 funding round to purchase up to $20.0 million of shares of Preferred Stock at an exercise price of $15.56 per share upon the occurrence of a subsequent capital raise that raises over $30.0 million in cash, an IPO, or a deemed liquidation event.

Contractual Obligations and Commitments

The following table presents a summary of our contractual obligations as of March 31, 2026:

	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
Convertible promissory notes payable	$	79,915,000	$	34,525,000	$	45,390,000	$	—	$	—
SAFEs(1)		11,817,000		—		—		—		—
NHTV Side Letter Options(2)		11,300,000		—		—		—		—
Total Contractual Obligations	$	103,032,000	$	34,525,000	$	45,390,000	$	—	$	—

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The following table presents a summary of our contractual obligations as of December 31, 2025:

	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
Convertible promissory notes payable	$	79,915,000	$	—	$	79,915,000	$	—	$	—
SAFEs(1)		10,449,000		—		—		—		—
NHTV Side Letter Options(2)		11,390,000		—		—		—		—
Total Contractual Obligations	$	101,754,000	$	—	$	79,915,000	$	—	$	—

The following table presents a summary of our contractual obligations as of December 31, 2024:

	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
Convertible promissory notes payable	$	49,915,000	$	—	$	49,915,000	$	—	$	—
SAFEs(1)		5,714,000		—		—		—		—
NHTV Side Letter Options(2)		4,959,000		—		—		—		—
Hamilton Lane SF6 Note Payable		2,474,384		—		—		2,474,384		—
Total Contractual Obligations	$	63,062,384	$	—	$	49,915,000	$	2,474,384	$	—

____________

(1) The SAFEs will automatically convert into shares of preferred stock upon a qualified financing. Therefore, there is a contractual obligation to issue this preferred stock as of March 31, 2026, December 31, 2025, and December 31, 2024, however, there is no contractual cash payment to be included in this table. The fair value of the SAFEs as of March 31, 2026, December 31, 2025, and December 31, 2024 are included within this table in the Total column.

(2) The NHTV Side Letter Options can be exercised into shares of common stock upon the occurrence of a qualified capital raise, an IPO, or a deemed liquidation event. Therefore, there is a contractual obligation to issue this common stock as of March 31, 2026, December 31, 2025, and December 31, 2024, however, there is no contractual cash payment to be included in this table. The fair value of the NHTV Side Letter Options as of March 31, 2026, December 31, 2025, and December 31, 2024 are included within this table in the Total column.

Quantitative and Qualitative Disclosures about Market Risk

The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. Potential risks are discussed below.

Token Market Price Risk

Our digital assets will be measured using observed prices from active exchanges which could result in volatility in our financial results in future periods. Adjustments are recorded in net income through ‘Loss on digital assets from operations, net’ and ‘Loss on digital assets held for investments, net’. Therefore, negative swings in the market price of our digital assets could have a material impact on our earnings and on the carrying value of our digital assets.

Custodian Risk

Following the Transactions, PubCo will utilize third-party custodians, which we will select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our digital assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate.

Under the SEC Glossary definition of a crypto asset, meaning any digital representation of value that is recorded on a cryptographically secured distribution ledger, our crypto digital asset holdings consist primarily of (i) stablecoins, such as USDC (classified as a cash equivalent) and USDT, which we use for day-to-day operating activities, (ii) cryptocurrencies and digital tokens associated with protocols integrated into the digital securities protocol that are obtained in the ordinary course of our operations, including tokens such as Aptos (APT), Mantle (MNT), ZKsync (ZK), and Wormhole (W), (iii) tokenized assets, including regulated securities and other financial

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instruments such as BUIDL, VBILL, ACRED, and other tokenized RWA investments issued through the Company’s platform, and (iv) to a lesser extent, cryptocurrencies such as ETH, SOL, POL, and other similar digital assets that we hold primarily to pay blockchain transaction fees required to support our operations.

Digital assets held on trading platforms are subject to the operational control of the platform operators, and could potentially be lost or impaired due to fraud or negligence of the platform operators. The Company mitigates this risk by performing regular reviews of each digital asset trading platform on which it transacts, distributing its digital assets across multiple different trading platforms to reduce concentration risk, and holding assets in self-custody where appropriate.

We hold certain crypto assets as part of our corporate treasury through third-party custodians, including hosted custodial wallets offered by Coinbase and, to the extent applicable, OKX. In these arrangements, we do not control the private keys associated with the crypto assets and rely on the custodian’s operational controls to safeguard the assets. Because our treasury crypto assets may be held in omnibus or pooled custody structures rather than in individually segregated, on-chain wallets dedicated to us, we may face heightened risk in the event of a loss, operational failure, security incident, or a reconciliation shortfall at a custodian.

While Coinbase and OKX maintain certain insurance policies, such insurance, if any, is generally shared among all the third-party exchanges’ customers and is not specific to the Company. As a result, such coverage may be insufficient to fully protect the Company against losses. The Company does not believe that its digital assets held through these exchange accounts are materially insured. The Company’s treasury crypto assets held by third party custodians are not insured by the FDIC, SIPC, or any comparable governmental insurance program. Further, the Company acknowledges that the bankruptcy or insolvency of a third party custodian could adversely affect its ability to access or recover its treasury crypto assets.

The Company’s policy is to maintain the majority of its digital assets in self-custody using Fireblocks, Inc.s’ (“Fireblocks”) MPC-based custody technology. Fireblocks provides the Company with a software-as-a-service platform for utilizing its MPC-based advanced cryptographic system for transaction authorization through distributed threshold computations, such that a complete private key is never generated, reconstructed, or stored in any single location. This approach is intended to enhance security while retaining operational flexibility. Digital assets held with third-party custodians, such as Coinbase or OKX, are limited to amounts necessary to support short-term trading and liquidity needs. The selection of such custodians and the allocation of assets among them are determined based on the specific operational requirements and regulatory considerations of the subsidiary managing the funds. The Company periodically reviews its custody arrangements and asset allocations to ensure alignment with its risk management, liquidity, and operational objectives.

The Company does not currently maintain insurance coverage for digital assets held in the Company’s corporate treasury and self-custodied through Fireblocks. During each of the periods presented, the Company has held no crypto assets under custody on behalf of third parties, and accordingly all digital assets reported on the Company’s balance sheets were under the accounting control of the Company. The custodian risks described herein relate solely to digital assets held by the Company in corporate treasury for its own account or, if applicable, holdings safeguarded on behalf of third parties via arrangements that hold the Company responsible for the safekeeping of such assets. The Company does not consider the amounts recorded for customer escrow balances, paying agent activities, or other third party assets and liabilities recorded in connection with the Company’s distribution service arrangements to be subject to this custodian risk based on the Company’s sole responsibility as an intermediary for the issuer of the related funds (i.e. the custodian). Accordingly, as of March 31, 2026, December 31, 2025, and December 31, 2024, the crypto assets held by the Company that are subject to this custodian risk are solely related to the digital assets held in the Company’s corporate treasury.

Fireblocks serves solely as a technology service provider and does not custody, possess, or control the Company’s crypto assets, does not act as a custodian, agent, or fiduciary, and does not transact on behalf of the Company. The Company retains exclusive control over its digital assets and wallets, including all policy-setting authority, governance rights, approval thresholds, wallet controls, and transaction authorization decisions.

MPC’s cryptographic properties solely allow for signing operations to occur via interactive, distributed computations between fragmented share(s) that all must participate and in which no fully-formed private key is assembled or maintained at any stage, and no individual share confers signing authority on its own. No individual share confers signing authority, as each represents an incomplete fragment of the signing material that cannot be

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combined into a usable private key by any party. Each share contains only a mathematically incomplete fragment of the signing material and lacks sufficient entropy or structure to be combined — by us, the provider, or any other party — into a usable private key to authorize transactions.

Accordingly, as of March 31, 2026, December 31, 2025, and December 31, 2024, the Company did not have any private keys that were maintained in more traditional hot or cold storage solutions given the MPC properties which underly the Fireblocks platform that the Company utilizes. This is due to the underlying properties of MPC-based technology which, unlike private-key or multi-signature models, enables transaction-signing via a threshold computation requiring participation of a predefined subset of shares without ever exposing or reconstructing a fully-formed private key.

In addition to maintaining the majority of its crypto assets in self custody through Fireblocks’ MPC framework, the Company notes that most of the digital assets it holds — both within self custody and in the aggregate for each period presented — are tokenized securities issued natively on chain by Securitize (see table below). These tokenized securities are recorded and maintained under the same controlled issuer and transfer agent framework that governs all securities issued on the Company’s platform. Unlike native cryptocurrencies, Securitize issued tokenized securities represent interests in real world assets or other securities and are subject to the same federal securities laws and standards as traditional off chain securities. As a result, the on chain token is a native representation of the underlying security and maintains the same economic value.

Securitize also serves as the exclusive digital transfer agent for tokenized securities issued on the Company’s platform. In this role, Securitize has established operational procedures and controls designed to ensure completeness and accuracy of off-chain investor ownership records in the event of disruptions to normal blockchain processes.

As digital transfer agent for each tokenized fund, the Company has implemented backstops and manual workflows to maintain platform functionality and accurate recordkeeping if automated systems or API integrations fail. If a smart contract malfunction or other disruption prevents a holder from transferring tokenized securities to the designated redemption wallet — for example, due to loss of access to a wallet, private key, or partial key share — the Company may facilitate redemption through alternative procedures. These procedures may include (i) burning and reissuing the tokenized security to a new verified whitelisted wallet for the holder, followed by transfer to the redemption wallet, or (ii) manually burning the tokenized security upon appropriate verification and supporting documentation of the holder. These processes are generally completed on the same business day, subject to required verification and processing constraints.

The Company believes that these characteristics of tokenized securities provide an additional layer of protection relative to native crypto assets. Even if an on chain wallet were hacked or otherwise compromised, ownership records maintained through the transfer agent framework remain authoritative, and the primary risk would generally be limited to delays in settlement timing due to reliance on manual processes rather than automated blockchain execution. Accordingly, the Company has assessed the custodian risk for native crypto assets relative to the Securitize-issued tokenized securities held in self-custody on Fireblocks separately given the risk of total loss is higher for any native crypto assets without real-world asset backing.

The relationship with Fireblocks is governed by a Master SaaS Agreement and related order forms, pursuant to which Fireblocks provides a non-exclusive, non-transferable license to its platform. The agreement expressly provides that Fireblocks is not a custodian or agent and that the Company retains exclusive ownership and control over all cryptographic share(s), wallets, and digital assets at all times. The Fireblocks Master SaaS Agreement generally provides for a one-year term, with automatic renewals for additional one-year periods upon execution of a new order form reflecting any updated terms, limits, or fees. Either party may terminate the agreement with at least 30 days’ written notice before the end of any annual term.

OKX’s Terms of Service remain in effect for so long as a user maintains an account on the platform and may be terminated at the user’s request or at OKX’s discretion. OKX retains broad rights to suspend or terminate accounts or services at any time, with or without notice, and upon termination may return remaining assets subject to fees, legal requirements, and compliance obligations.

Coinbase’s User Agreement remains in effect for so long as a user maintains an account on the platform and may be terminated by the user at any time or by Coinbase in its sole discretion. Coinbase retains broad rights to suspend, restrict, or terminate accounts or services at any time (including without notice), and upon termination users are generally permitted a limited period to withdraw remaining assets, subject to applicable fees, legal requirements, and compliance obligations.

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During the period ending March 31, 2026, as well as for the years ending December 31, 2025 and December 31, 2024, the Company engaged with third party crypto asset trading platforms to facilitate various transactions, utilizing the following centralized exchanges to secure the Company’s digital assets:

Exchange		Location
OKX		Seychelles
Coinbase		United States

As of March 31, 2026, the breakdown of digital assets deposited with each of the third-party centralized crypto asset trading platforms, native cryptocurrencies and other digital assets held in self-custody, and Securitize tokenized securities that are held in self-custody and also maintained under the Company’s transfer agent framework, as a percentage of total crypto assets owned by the Company is as follows:

Exchange	Location	% of digital assets by market value
OKX	Seychelles	2.8	%
Coinbase	United States	0.2	%
Crypto Assets under Self-Custody (Fireblocks)		6.9	%
Securitize Tokenized Securities (Fireblocks & Transfer Agency Backstop)		90.1	%
		100.0	%

As of December 31, 2025, the breakdown of digital assets deposited with each of the third-party centralized crypto asset trading platforms, native cryptocurrencies and other digital assets held in self-custody, and Securitize tokenized securities that are held in self-custody and also maintained under the Company’s transfer agent framework, as a percentage of total crypto assets owned by the Company is as follows:

Exchange	Location	% of digital assets by market value
OKX	Seychelles	9.3	%
Coinbase	United States	0.6	%
Crypto Assets under Self-Custody (Fireblocks)		2.0	%
Securitize Tokenized Securities (Fireblocks & Transfer Agency Backstop)		88.1	%
		100.0	%

As of December 31, 2024, the breakdown of digital assets deposited with each of the third-party centralized crypto asset trading platforms, native cryptocurrencies and other digital assets held in self-custody, and Securitize tokenized securities that are held in self-custody and also maintained under the Company’s transfer agent framework, as a percentage of total crypto assets owned by the Company is as follows:

Exchange	Location	% of digital assets by market value
OKX	Seychelles	0.2	%
Coinbase	United States	0.1	%
Crypto Assets under Self-Custody (Fireblocks)		27.8	%
Securitize Tokenized Securities (Fireblocks & Transfer Agency Backstop)		71.9	%
		100.0	%

Accordingly, as of March 31, 2026, December 31, 2025, and December 31, 2024, no centralized digital asset trading platform held more than 10% of the Company’s digital assets.

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Interest Rate Risk

Our results of operations are exposed to changes in interest rates, among other macroeconomic conditions. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control.

Implications of Being an Emerging Growth Company and Smaller Reporting Company

We are an “emerging growth company” within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public company reporting requirements, including the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, certain requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements, and the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We have also taken advantage of the ability to provide reduced disclosure of financial information in this prospectus, such as being permitted to include only two years of audited financial information and two years of selected financial information in addition to any required annual financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure. We may take advantage of these exemptions until we are no longer an emerging growth company. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, because we have taken advantage of certain reduced reporting requirements, the information contained herein may be different from the information you receive from other public companies.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of PubCo common shares pursuant to an effective registration statement or (b) in which it has total annual gross revenue of at least $1,235,000,000 (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of PubCo common shares that are held by non-affiliates exceeds $700,000,000 as of the end of that year’s second fiscal quarter, or (y) the date on which it has issued more than $1,000,000,000 in nonconvertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common shares held by non-affiliates exceeds $250,000,000 as of the end of that year’s second fiscal quarter, or (ii) our annual revenues exceeded $100,000,000 during such completed fiscal year and the market value of our common shares held by non-affiliates exceeds $700,000,000 as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies more difficult.

Critical Accounting Estimates

Our financial statements and the accompanying notes thereto included elsewhere in this proxy statement/prospectus are prepared in accordance with GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses, and related disclosures. We base our estimates on assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.

We believe the following critical accounting estimates used in the preparation of our consolidated financial statements affect our more significant judgments and estimates.

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Business combinations

We account for business acquisitions using the acquisition method of accounting, in accordance with ASC 805, under which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

Our management exercises significant judgments in determining the fair value of assets acquired and liabilities assumed, as well as intangible assets and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as our current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to the fair value of assets and liabilities made after the end of the measurement period are recorded within our operating results.

Revenue

See notes to the consolidated financial statements, Summary of Significant Accounting Policies — Revenue Recognition, for information regarding our significant accounting policies over revenue recognition.

Many of our on-chain contracts with customers include multiple performance obligations, and we make estimates and judgments to allocate the transaction price to each performance obligation based on an observable or estimated standalone selling price (“SSP”). The SSP is the price, or estimated price, of the service when sold on a standalone basis at contract inception. We consider our evaluation of SSP to be a critical accounting estimate.

An observable price of a good or service sold separately provides the best evidence of SSP. However, in many situations, SSP will not be readily observable, but must still be estimated using reasonably available information. We do not have directly observable standalone selling prices of our on-chain services given the recent launch of this service line, the novel nature of the product, and the fact that the current pricing is highly variable. Therefore we use a variation of an expected cost approach which relies on a historical level of effort metric, along with our judgment, to establish SSP for this revenue stream. As such, the establishment of SSP of our on-chain services directly impacts the amount of revenues recognized for those services, and therefore also impacts the overall timing of revenue recognition.

We review and analyze the SSP we have established for our on-chain services annually, and these SSPs do not change significantly year to year. We also assess whether any new observable data has become known that would provide a more accurate estimate of SSP or whether the current method to estimate SSP continues to be a fair allocation of the transaction price.

In the future, SSP for our on-chain services could be impacted by various factors, including potential changes in our pricing practices, pricing for contract renewals, customer demand for our services, and various market or economic conditions. However, we consider the risk of significant volatility in our established SSP to be small given our internal processes to monitor SSP on an ongoing basis and react to trends that could impact the future SSPs.

Stock-based compensation

We account for share-based awards under the recognition and measurement provisions of Accounting Standards Codification Topic 718, Stock-Based Compensation. In the absence of a public trading market, our management and board of directors considered various objectives and subjective factors to determine the fair value of Securitize’s common stock as of each grant date, including the value determined by a third party valuation firm. These factors included, among other things, the following:

• our actual operating and financial performance and estimated trends and prospects for our future performance;

• the weighted average cost of capital;

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• the timing and probability of liquidity events;

• consideration of the lack of liquidity of the common stock as a private company;

• our stage of development, business strategy, and the material risks related to our business and industry;

• the valuations of publicly traded companies in the financial services and digital asset sectors, as well as recently completed mergers and acquisitions of peer companies;

• external market conditions affecting the digital assets sector;

• the likelihood of achieving a liquidity event for the holders of our common stock

• the prices, rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; and

• the prices of our convertible preferred stock and common stock sold to investors in arm’s-length transactions

Our policy is to value our common shares at least annually with significant events potentially requiring additional valuations.

We use the Black-Scholes option pricing model (“Black-Scholes”) to estimate the grant-date fair value of option grants. The Black-Scholes model requires management to make a number of key assumptions, including expected volatility, expected term, risk-free interest rate, and expected dividends. The expected term represents the period of time that the options are expected to be outstanding and is estimated using the midpoint between the requisite service period and the contractual term of the option. The risk-free interest rate is estimated using the rate of return on U.S. Treasury notes with a life that approximates the expected term. Share-based compensation cost is measured at the grant date based on the fair value of the underlying common stock and is recognized as expense over the requisite service period.

The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and our management uses significantly different assumptions or estimates, our stock-based compensation expense for future periods could be materially different, including as a result of adjustments to share-based compensation expense recorded for prior periods.

Income Taxes

When recognizing the tax benefit, a tax position must be more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

We utilize the asset and liability method for computing our income tax provision. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not more likely than not, we establish a valuation allowance. As of March 31, 2026, December 31, 2025, and December 31, 2024, we maintained a full valuation allowance against our deferred tax assets, as management concluded that it is not more likely than not that these assets will be realized based on current projections of future taxable income. Because a full valuation allowance remains in place, our income tax provision was driven primarily by current U.S. federal and state income taxes, partially offset by the utilization of available net operating loss carryforwards. The provision also included current foreign income taxes and deferred tax expense

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related primarily to the increase in the indefinite-lived deferred tax liability on goodwill and other net taxable temporary differences. If future operating results improve such that realization of deferred tax assets becomes more likely than not, we may release all or a portion of the valuation allowance, which could result in a material income tax benefit in the period of release.

Valuation of Liability Classified Financial Instruments

We measure certain liability classified financial instruments at fair value at each reporting period presented. These liability classified financial instruments consist of a bifurcated derivative related to our convertible notes, options to purchase preferred stock, SAFEs, and warrants. We believe the estimate of fair value of these financial instruments requires significant judgment. We measured the fair value using both observable and unobservable inputs and this measurement reflects our best estimates of the assumptions a market participant would use to calculate fair value. The significant unobservable inputs used include, but are not limited to:

• timing and probability of liquidity and other events;

• volatility

• discount rate; and

• fair value of the underlying stock.

Changes in fair value are reported in ‘Other income (expense)’ or ‘Selling, general, & administrative’ expense (for changes in the fair value of the warrant liability) in the consolidated statements of operations and comprehensive loss in each reporting period subsequent to the issuance. In the future, depending on the valuation approaches used and the expected timing and weighting of each, the inputs described above, or other inputs, may have a greater or lesser impact on our estimates of fair value.

Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, we assess the recoverability of long-lived assets, which include property and equipment and intangible assets, whenever significant events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset group are compared to its carrying amount to determine whether the asset group’s carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. We determined that there were no indicators of impairment for the three months ended March 31, 2026, as well as for the years ended December 31, 2025 and 2024 for our long-lived assets.

Impairment of Goodwill

We assess goodwill for impairment on an annual basis as of October 1, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. Management regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment (“Step 0 test”), management considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test (“Step 1 test”). In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded for the difference.

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During the year ended December 31, 2025, specifically Q3 2025, we determined there was a triggering event related to our Securitize for Advisors reporting unit, as the total consideration expected from its eventual sale was substantially less than the carrying value of the reporting unit. Therefore, we recorded goodwill impairment of $4,122,926 based on the total consideration expected from the sale of the Securitize for Advisors reporting unit. There were no triggering events identified related to the Company’s remaining reporting units.

Based on the qualitative evaluation performed as of October 1, 2025, we concluded that it is not more likely than not that the fair value of any reporting unit is less than its carrying amount, with the exception of the Securitize for Advisors reporting unit as described above. Therefore, no quantitative impairment test was deemed necessary for any reporting unit other than Securitize for Advisors. This conclusion reflects our judgment that these reporting units continue to generate stable cash flows, operate in favorable market conditions, and maintain a sufficient cushion between fair value and carrying amount.

Based on the qualitative evaluation performed during the year ended December 31, 2024, we concluded that it is not more likely than not that the fair value of any reporting unit is less than its carrying amount, with the exception of the Securitize for Advisors reporting unit. Therefore, no quantitative impairment test was deemed necessary for any reporting unit other than Securitize for Advisors. This conclusion reflected our judgment that these reporting units continue to generate stable cash flows, operate in favorable market conditions, and maintain a sufficient cushion between fair value and carrying amount. Given that the qualitative assessment of the Securitize for Advisors reporting unit revealed that it is in fact more likely than not that the fair value of this reporting unit is less than its carrying amount due to the declining revenues and cash flows in the reporting unit, the Company performed a quantitative goodwill impairment analysis. The Company engaged a third party valuation expert to determine the fair value of the Securitize for Advisors reporting unit based on a discounted cash flow model. This analysis indicated that the fair value of the reporting unit was less than its carrying amount and therefore the Company recorded an impairment loss on goodwill equal to the difference, or $3,000,000. We determined there were no triggering events identified and therefore no impairment charges related to goodwill recognized during the three months ended March 31, 2026.

The Company believes the estimates and assumptions used in its impairment evaluations are reasonable and consistent with those that would be applied by market participants; however, actual results may differ materially from those estimates due to changes in economic or business conditions.

Recently Issued Accounting Standards

See the summary of significant accounting policies note to the unaudited condensed consolidated financial statements of Securitize, Inc. and Subsidiaries included elsewhere in this prospectus for recently issued and adopted accounting standards and recently issued accounting standards not yet adopted as of March 31, 2026.

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Management after the Business Combination

Unless the context otherwise requires, references in this section to “we,” “us,” “our” and the “Company” refer to PubCo and its subsidiaries and affiliates in the present tense or from and after the consummation of the Business Combination, as the context requires.

Executive Officers and Directors

The following persons are expected to serve as PubCo’s executive officers and directors following the Business Combination. The executive officers of PubCo are employees of Securitize, a wholly owned subsidiary of PubCo, and provide services pursuant to an inter-company agreement. For biographical information concerning the executive officers and directors, see below.

Name	Age	Position
Executive Officers
Carlos Domingo	54	Chief Executive Officer and Director
Brett Redfearn	61	President and Director
Francisco Flores	47	Chief Financial Officer
Billy Miller	35	Chief Operating Officer

Directors
Carlos Domingo	54	Executive Chairman and Class III Director
Brett Redfearn	61	Class II Director
Tal Elyashiv	63	Class III Director
Rebecca Macieira-Kaufmann	61	Class I Director
Sunil Sabharwal	61	Class I Director
Manuel Sánchez Rodriguez	60	Class II Director
Brad Stephens	50	Class III Director

Executive Officers

Carlos Domingo

Carlos Domingo has been the Chief Executive Officer and Chairman and Director of PubCo since October 2025. Mr. Domingo has over 25 years of experience in innovation, digital transformation, venture capital, crypto-economy and tokenization. In addition to co-founding Securitize in 2017, Mr. Domingo has founded numerous businesses, including SPiCE VC, one of the first tokenized venture capital funds specializing in blockchain and cryptocurrencies, and Sling Ventures, an angel investment fund co-invested by the European Investment Bank. Mr. Domingo served as Senior Executive Officer for New Business and Innovation at Du, a telecommunications company in Dubai, and previously as Senior Executive Officer of Business & Data Intelligence at Etihad Etisalat (Mobily). Mr. Domingo was President and CEO of Telefónica I+D and held various executive roles within Telefónica Digital and served as Vice President of Technology at Celartem Technologies in Japan, and, later, as President and CEO of its Seattle subsidiary, where he integrated strategic acquisitions. Mr. Domingo has served on numerous corporate boards, including Telefónica Digital, Telefónica I+D, Wayra, Tokbox, and Tuenti. Mr. Domingo holds bachelor’s and doctoral degrees in Computer Science from Catalunya Polytechnic University, a master’s degree in Computer Science from Tokyo Institute of Technology, and an executive master’s degree in Business Administration from the Stanford Graduate School of Business.

We believe that Mr. Domingo is qualified to serve as a member of PubCo’s board of directors because of his foundational knowledge of the Company and extensive experience founding and scaling businesses.

Brett Redfearn

Brett Redfearn is the President and a Director of Securitize and is expected to serve as the President and a Director of PubCo following the Closing. Mr. Redfearn has served as Securitize’s Senior Strategic Advisor since October 2021 and chairs Securitize’s Advisory Board. Mr. Redfearn has been the founder and CEO of Panorama Financial Markets Advisory (PFMA), an advisory firm focused on helping innovators navigate strategic, regulatory

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and operational challenges in the evolving market structures of digital assets and traditional securities, since 2021. Prior to PFMA, Mr. Redfearn was the head of Capital Markets for Coinbase. Prior to that, he led the U.S. Securities and Exchange Commission’s Division of Trading and Markets between October 2017 and January 2021 and had a 14-year career at J.P. Morgan, where he was, most recently, Global Head of Market Structure for the Corporate and Investment Bank across all asset classes. Mr. Redfearn has served on the boards of Bats Global Markets, BATS Exchange, the National Organization of Investment Professionals, the Chicago Stock Exchange and BIDS Trading and has been serving on the board of National Digital Trust Company since 2025. Mr. Redfearn holds a bachelor’s degree from the Evergreen State College in Washington and a master’s degree in political science from the New School for Social Research in New York.

We believe that Mr. Redfearn is qualified to serve as a member of PubCo’s board of directors because of his extensive work experience with exchanges, broker-dealers, asset managers, financial technology companies and regulators in financial markets.

William Dawson Miller

Billy Miller is expected to serve as Chief Operating Officer of PubCo following the Closing. Mr. Miller is an experienced finance professional with a strong background in stock transfer and corporate services. He previously served as the Head of Transfer Agent at Securitize from February 2022 to October 2025 subsequent to the acquisition of Pacific Stock Transfer Co., a boutique transfer agency catering to both private and publicly traded issuers, where he served as Chief Operating Officer from January 2016 to February 2022. Mr. Miller also serves as a Board member of the Securities Transfer Association, where he advocates for the modernization of the transfer agent industry through the adoption of digital processes leveraging blockchain technology. Mr. Miller holds a bachelor’s degree in Finance from Virginia Tech.

Francisco Flores

Francisco Flores has been Director and Chief Financial Officer of PubCo since October 2025 and January 2026 respectively. Mr. Flores has served as Chief Financial Officer and Director of Finance of Securitize since July 2021 and before that had served in various consulting roles from June 2020 to June 2021. Mr. Flores has 19 years of experience in finance, strategy, and innovation, with a proven track record of improving operational efficiency, strengthening financial governance, and leading cross-functional teams. He has extensive expertise in defining and implementing new business models, identifying and realizing efficiencies, and enhancing productivity. Mr. Flores held multiple executive roles at Banistmo, where he led initiatives in innovation, digital transformation, and financial planning and analysis, and at HSBC, where he held senior finance and strategic planning positions across Latin America and Europe, including serving as Chief Financial Officer of HSBC Uruguay and Vice President of Strategy for Latin America. In these roles, he managed capital adequacy and participated in multiple regional M&A transactions. Mr. Flores holds a master’s degree in Business Administration from the University of Texas at Austin, a master’s degree in Economics from the University of Essex, and a Certificate in Business Analytics from Harvard Business School.

Director Nominees

Tal Elyashiv

Tal Elyashiv is a Director of Securitize and is expected to serve as a Director of PubCo and a member of the Compensation Committee and the Nominating and Governance Committee following the Closing. Mr. Elyashiv has over 30 years of experience as a senior executive at major U.S. financial institutions, a serial entrepreneur, and a venture capital investor. Mr. Elyashiv has been the founder and managing partner of SPiCE VC, one of the earliest venture capital funds specialized in blockchain and cryptocurrencies, since 2016, and a co-founder of Securitize. Prior to his current role, Mr. Elyashiv founded and served as CEO of Navion, Exactor and Yallo Inc. Previously, Mr. Elyashiv was the Senior Managing Director and Head of Technology and Service Delivery at BonDesk Group from 2010 to 2012 and the SVP and Head of Technology at 888 Holdings from 2007 to 2010. Prior to that, he held senior executive roles at Capital One and Bank of America. Mr. Elyashiv currently sits on the boards of Securitize, Spice Venture Capital PTE LTD and Spice Funds Management Limited, and previously served on the boards of 365 Scores and Humavox. Mr. Elyashiv holds a bachelor’s degree in Math and Computer Science from Bar Ilan University and a master’s degree in Business Administration from the University of British Columbia.

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We believe that Mr. Elyashiv is qualified to serve as a member of PubCo’s board of directors because of his extensive experience in blockchain and cryptocurrencies.

Rebecca Macieira-Kaufmann

Rebecca Macieira-Kaufmann is expected to serve as a Director of PubCo and a member of the Audit Committee and the Nominating and Governance Committee following the Closing. Ms. Macieira-Kaufmann is the founder of RMK Group, LLC, founded in 2020 to advise CEOs of startups at all stages of growth. Prior to that, she spent over 20 years in senior leadership positions at Citigroup and Wells Fargo, including as President & CEO of Banamex USA. Ms. Macieira-Kaufmann is the author of FitCEO: Be the Leader of Your Life. Ms. Macieira-Kaufmann has served on the boards of Blockchain Coinvestors Acquisition Corp I., Everest Consolidator Acquisition Corp., Flutterwave and Revolut and has been serving on the boards of Fifth Era Acquisition Corp I and San Francisco Symphony since 2025 and 2011, respectively. Ms. Macieira-Kaufmann holds a bachelor’s degree in Semiotics from Brown University and a master’s degree in Business Administration from Stanford Graduate School of Business.

We believe that Ms. Macieira-Kaufmann is qualified to serve as a member of PubCo’s board of directors because of her financial expertise and experience in the financial services sector.

Sunil Sabharwal

Sunil Sabharwal is a Director of Securitize and is expected to serve as a Director of PubCo and a member of the Audit Committee following the Closing. Mr. Sabharwal has been operating his own advisory and investment firm, Payments International, since 2006, and serving as an advisor and operating partner to Blackstone’s Growth Equity Fund since 2021. Previously, Mr. Sabharwal served as Chairman of Earthport plc. and Ogone, as well as serving as the United States’ Alternate Executive Director to the International Monetary Fund. Mr. Sabharwal currently serves on numerous corporate boards, including of Finexio, Thunes, and DT One, and previously served on the board of Payscout Inc. until 2022. Mr. Sabharwal holds a bachelor’s degree in Business Administration from the Ohio State University and a master’s degree in Management from London Business School.

We believe that Mr. Sabharwal is qualified to serve as a member of PubCo’s board of directors because of his extensive experience in the financial services and financial technologies sectors.

Manuel Sánchez Rodriguez

Manuel Sánchez Rodriguez is expected to serve as a Director of PubCo and a member of the Compensation Committee and the Audit Committee following the Closing. Mr. Sánchez is currently an adjunct professor at the Jones Graduate School of Business at Rice University and has been the founder and CEO of Adelante Ventures LLC since 2018. Mr. Sánchez has more than 27 years of experience in the banking industry, working in the U.S., Mexico, France, and Spain, and has served in executive roles in risk management, real estate, correspondent, community, corporate and investment banking. Previously, Mr. Sánchez served as the President and CEO of Compass Bank, Inc., a U.S. subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., from 2008 to 2017. Mr. Sánchez currently sits on the boards of Fannie Mae, Stewart Information Services Corporation and Affirm Holdings, Inc., and has previously served on the boards of Elevate Credit, Inc., BanCoppel S.A. Institución de Banca Múltiple and On Deck Capital, Inc. Mr. Sánchez holds a bachelor’s degree in economics and political science from Yale University and master’s degrees from the London School of Economics and the College of Europe in Bruges, Belgium.

We believe that Mr. Sánchez is qualified to serve as a member of PubCo’s board of directors because of his expertise in international banking and finance.

William Bradford Stephens

Brad Stephens is a Director of Securitize and is expected to serve as a Director of PubCo and a member of the Compensation Committee and the Nominating and Governance Committee following the Closing. Mr. Stephens has been the Founder and Managing Partner of Blockchain Capital, a leading venture capital fund investing in the blockchain technology sector, since 2013. Prior to Blockchain Capital, Mr. Stephens was Managing Partner of Stephens Investment Management LLC (SIM), which he co-founded in 2002. Prior to co-founding SIM, Mr. Stephens

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worked as a senior analyst at Fidelity Ventures and a research analyst in CSFB’s Technology Group, where he specialized in internet security and internet infrastructure software, and co-founded the Internet Research Group at Furman Selz. Mr. Stephens served on the board of Bison Trails prior to its acquisition by Coinbase in 2021 and has been serving on the boards of Securitize and Black Sand Technologies, Inc. since 2023. Mr. Stephens holds a bachelor’s degree in Economics from Duke University.

We believe that Mr. Stephens is qualified to serve as a member of PubCo’s board of directors because of his extensive experience in the finance and blockchain technology sectors.

Family Relationships

There are no family relationships between our board of directors and our executive officers.

Board of Directors

Our business and affairs will be managed under the direction of our board of directors. Following the consummation of the Business Combination, our board of directors will initially consist of seven members. The PubCo Bylaws provide for a classified board of directors divided into three classes serving staggered three-year terms as follows:

• Class I directors will be Rebecca Macieira-Kaufmann and Sunil Sabharwal, and they will serve until our annual meeting of shareholders in 2027;

• Class II directors will be Brett Redfearn and Manuel Sánchez Rodriguez, and they will serve until our annual meeting of shareholders in 2028; and

• Class III directors will be Carlos Domingo, Tal Elyashiv and Brad Stephens, and they will serve until our annual meeting of shareholders in 2029;

At each annual meeting of shareholders, directors will be elected to succeed the class of directors whose terms have expired. This classification of the PubCo Board could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. The PubCo Bylaws provide that the authorized number of directors shall be fixed from time to time solely by resolution adopted by the affirmative vote of a majority of our board of directors.

Director Independence

We intend to comply with the requirements of Rule 10A-3 of the Exchange Act and the NYSE listing rules, which rules require that our audit committee be composed of at least three members. Under Rule 10A-3 of the Exchange Act, we are permitted to phase in our compliance with the independent audit committee requirements set forth in Rule 10A-3 of the Exchange Act as follows: (1) one independent member at the time of listing, (2) a majority of independent members within 90 days of listing and (3) all independent members within one year of listing.

Upon the consummation of the Business Combination, our board of directors is expected to undertake a review of the independence of the directors and consider whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors has determined that each of Tal Elyashiv, Rebecca Macieira-Kaufmann, Sunil Sabharwal, Manuel Sánchez Rodriguez and Brad Stephens, representing five of the seven members of our board of directors, are independent, as that term is defined under the applicable rules and regulations of the SEC and the NYSE listing rules. Our board of directors has determined that each of Carlos Domingo and Brett Redfearn is not independent under applicable SEC and NYSE listing rules. We plan to comply with the corporate governance requirements of the SEC and the NYSE listing rules.

Committees of the Board of Directors

Effective upon the consummation of the Business Combination, our board of directors is expected to establish an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below. From time to time, the board may establish other committees to facilitate the management of our business.

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Audit Committee

The members of our audit committee will be Rebecca Macieira-Kaufmann, Sunil Sabharwal and Manuel Sánchez Rodriguez. Manuel Sánchez Rodriguez will be the chairman of our audit committee. The composition of our audit committee will meet the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Each member of our audit committee will be financially literate. In addition, our board of directors is expected to determine that Manuel Sánchez Rodriguez is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation will not impose any duties, obligations or liabilities that are greater than are generally imposed on members of our audit committee and our board of directors. Our audit committee will be directly responsible for, among other things:

• selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

• ensuring the independence of the independent registered public accounting firm;

• discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

• establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

• considering the adequacy of our internal controls and internal audit function;

• reviewing material related party transactions or those that require disclosure; and

• approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

The members of our compensation committee will be Tal Elyashiv, Manuel Sánchez Rodriguez and Brad Stephens. Brad Stephens will be the chairman of our compensation committee. Each member of this committee will be a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code, and will meet the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Our compensation committee will be responsible for, among other things:

• reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

• reviewing and recommending to our board of directors the compensation of our directors;

• administering our stock and equity incentive plans;

• reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

• reviewing our overall compensation philosophy.

Nominating and Governance Committee

The members of our nominating and governance committee will be Tal Elyashiv, Rebecca Macieira-Kaufmann and Brad Stephens. Tal Elyashiv will be the chairman of our nominating and governance committee. Tal Elyashiv, Rebecca Macieira-Kaufmann and Brad Stephens will meet the requirements for independence under the current NYSE listing standards. Our nominating and governance committee will be responsible for, among other things:

• identifying and recommending candidates for membership on our board of directors;

• reviewing and recommending our corporate governance guidelines and policies;

• reviewing proposed waivers of the code of conduct for directors and executive officers;

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• overseeing the process of evaluating the performance of our board of directors; and

• assisting our board of directors on corporate governance matters.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

The new board of directors will adopt a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and directors. The Code of Conduct will be available on our website at https://securitize.io/. The nominating and corporate governance committee of our board of directors will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We intend to disclose any amendments to the Code of Conduct, or any waivers of its requirements, on our website.

Compensation Committee Interlocks and Insider Participation

None of our directors who will serve as a member of our compensation committee is, or has at any time during the past year been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our board of directors or compensation committee.

Director Compensation

See “Executive Compensation” for information regarding compensation paid to our directors.

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Executive Compensation

This section discusses the material components of the executive compensation program for Securitize’s executive officers who would be Securitize’s “named executive officers” if Securitize was subject to the reporting requirements under the Exchange Act. We expect that at least some of these executive officers will be named executive officers of the combined business after the closing of the Business Combination. In 2025, Securitize’s “named executive officers” and their positions were as follows:

• Carlos Domingo, our Co-Founder and Chief Executive Officer;

• Francisco Flores, our Chief Financial Officer; and

• Billy Miller, our Chief Operating Officer.

CEPT is, and after the Business Combination, PubCo will be, an emerging growth company and therefore is subject to reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Summary Compensation Table

The following table sets forth information concerning the compensation paid to our named executive officers during fiscal year 2025.

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Option Awards ($) (f)(1)	Non-Equity Incentive Plan Compensation ($) (g)	All Other Compensation ($) (i)(2)	Total ($) (j)
Carlos Domingo Co-Founder & Chief Executive Officer	2025	473,500	450,000	—	—	17,608	941,108
Francisco Flores Chief Financial Officer	2025	340,000	200,000	133,500	—	6,038	679,538
Billy Miller Chief Operating Officer	2025	275,000	137,500	133,500	—	5,677	551,677

____________

(1) Amounts in this column reflect the grant date fair value of option awards made during fiscal year 2025, as determined in accordance with FASB ASC Topic 718. For complete valuation assumptions for each of these awards, see Note 12 to the consolidated financial statements of Securitize, Inc. and Subsidiaries included elsewhere in this prospectus.

(2) Amounts in this column reflect employer matching contributions pursuant to the Securitize 401(k) Plan for each named executive officer and, for Mr. Domingo only, costs related to personal use of a Company-provided car.

Narrative Disclosure to the Summary Compensation Table

Elements of Securitize’s Executive Compensation Program

For the year ended December 31, 2025, the compensation for each named executive officer generally consisted of a base salary, a discretionary annual bonus (for the 2025 performance year) and standard employee benefits. Messrs. Flores and Miller also received an award of stock options under the Securitize, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). These elements (and the amounts of compensation and benefits under each element) were selected because Securitize believes they are necessary to help attract and retain executive talent which is fundamental to its success. Below is a more detailed summary of the current executive compensation program as it relates to Securitize’s named executive officers.

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The Company is assessing its executive compensation program in connection with the Business Combination and may implement changes to its executive compensation program to reflect the Business Combination and the Company’s status as a publicly traded company.

Base Salaries

The named executive officers receive a base salary to compensate them for services rendered to Securitize. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The actual base salaries paid to each named executive officer for 2025 are set forth above in the Summary Compensation Table in the column entitled “Salary.”

Annual Incentive Program

Securitize maintains a discretionary cash bonus program pursuant to which certain of its employees, including the named executive officers, are eligible to receive an annual bonus based on, among other things, the named executive officer’s overall performance and Securitize’s performance. Such bonuses are designed to incentivize the named executive officers with a variable level of compensation. Actual bonus amounts are determined in the discretion of the Securitize Board of Directors.

In fiscal year 2025, Messrs. Domingo, Flores, and Miller were each eligible to earn an annual cash bonus targeted at 50%, 30%, and 30% of their annual base salaries, respectively.

Equity Incentive Plans and Outstanding Awards

The 2018 Equity Incentive Plan.

The board of directors of Securitize (the “Securitize Board”) adopted 2018 Plan on June 5, 2018. The 2018 Plan is administered by the compensation committee of the Securitize Board (the “Securitize Compensation Committee”). Under the terms of the 2018 Plan, the Securitize Compensation Committee is empowered to grant stock options, stock appreciation rights, restricted stock, restricted stock units and stock bonus awards to any employee of Securitize or its affiliates, any director of Securitize or its affiliates, any consultant or advisor to Securitize or its affiliates, or any prospective employee, director, officer, consultant, or advisory who has accepted an offer of employment or engagement from Securitize or its affiliates. There were 960,000 shares of Securitize common stock remaining available for issuance under the 2018 Plan as of October 27, 2025.

During fiscal year 2025, our board of directors approved a stock option award with a grant date fair value of $133,500 to each of Messrs. Flores and Miller, which awards were granted pursuant to the 2018 Plan. These stock options are scheduled to vest 25% on the first anniversary of the vesting commencement date and will vest in quarterly installments thereafter, subject to each named executive officer’s continued employment through each applicable vesting date.

Securitize Holdings, Inc. Omnibus Incentive Plan.

Prior to the Closing, PubCo is adopting the Securitize Holdings, Inc. Omnibus Incentive Plan (the “Incentive Plan”), subject to approval by PubCo’s stockholders prior to the Closing. The Incentive Plan will be administered by the PubCo Board or the compensation committee of the PubCo Board. Employees, non-employee directors and individual consultants will be eligible to be selected by the administrator to receive awards under the Incentive Plan. Awards may comprise stock options, restricted stock units, restricted stock, and other cash- and stock-based awards.

The number of shares of PubCo Common Stock initially reserved for issuance under the Incentive Plan will be equal to 8% of the total number of shares of PubCo’s Common Stock outstanding immediately following the Closing, and the Incentive Plan will include an automatic annual increase to such share reserve equal to 5% of PubCo’s outstanding shares as of the end of the fiscal year (or such lower amount approved by the PubCo Board), beginning with the first fiscal year of PubCo following the year in which the Closing occurs and ending with the fiscal year of PubCo that is nine years thereafter.

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In the event of certain corporate transactions, the administrator will, as it deems appropriate, adjust any or all of the following so as to ensure no undue enrichment or harm:

• the number and type of shares of common stock (or other securities) which thereafter may be the subject of awards;

• the number and type of shares of common stock (or other securities) subject to outstanding awards (including the identity of the issuer);

• the grant, purchase or hurdle price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award; and

• the terms and conditions of any outstanding award, including the performance criteria applicable to any performance awards.

The Incentive Plan will be effective at Closing, subject to approval by the PubCo stockholders as constituted prior to the Closing, and will automatically terminate after the earliest to occur of (i) the 10-year anniversary of the effective date, (ii) the maximum number of shares of PubCo Common Stock available for issuance under the Incentive Plan have been issued, and (iii) the PubCo Board terminates the plan. The PubCo Board may amend, alter, suspend, discontinue or terminate the Incentive Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the shares of PubCo Common Stock are principally quoted or traded or (ii) subject to the terms of the Incentive Plan, the consent of the affected participant, if such action would materially adversely affect the rights of such participant under any outstanding award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Incentive Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any awards.

PubCo intends to file a registration statement on Form S-8 to register the number of shares of PubCo Common Stock reserved for issuance under the Incentive Plan on following the Closing Date.

Securitize Holdings, Inc. Employee Stock Purchase Plan.

Prior to the Closing, PubCo is adopting the Securitize Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), subject to approval by PubCo’s stockholders prior to the Closing. The ESPP will include both a component intended to qualify under Section 423 of the Code and a non-Section 423 component, which is not intended to qualify under Section 423 of the Code. Unless otherwise determined by the PubCo Board, employees of PubCo and its eligible subsidiaries who are customarily employed for at least 20 hours per week and more than five months in any calendar year will be eligible to purchase shares of PubCo Common Stock at a discount through payroll deductions during the designated offering periods. The ESPP will be administered by the PubCo Board or the compensation committee of the PubCo Board.

The number of shares of PubCo Common Stock initially reserved for issuance under the ESPP will be equal to 2% of the total number of shares of PubCo’s Common Stock outstanding immediately following the Closing.

In the event of certain corporate transactions, the administrator shall, in such manner as it deems appropriate adjust (i) the number and class of shares that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP, and the number of shares available for issuance under the ESPP and the maximum number of shares that any participant may purchase during an offering period.

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The ESPP will be effective at Closing, subject to approval by PubCo shareholders as constituted prior to the Closing. The ESPP will automatically terminate on the earlier of the 10th anniversary of the effective date or the date that the administrator terminates the ESPP. The administrator may, in its sole discretion, amend, suspend or terminate the ESPP at any time and for any reason. If the ESPP is terminated, the administrator may elect to terminate all outstanding offering periods either immediately or once shares have been purchased on the next purchase date (which may, in the discretion of the administrator, be accelerated) or permit offering periods to expire in accordance with their terms. If any offering period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares will be returned to participants (without interest, except as otherwise required by law) as soon as administratively practicable.

PubCo intends to file a registration statement on Form S-8 to register the number of shares of PubCo Common Stock reserved for issuance under the ESPP following the Closing Date.

Executive Employment Agreements

On January 1, 2020, we entered into an employment agreement with Mr. Domingo (the “Domingo Employment Agreement”), which provides for an annual base salary (which is currently $600,000), an annual target bonus (which is currently 50% of his annual base salary), eligibility to participate in certain retirement and health and welfare plans maintained by the Company, reimbursement of business-related expenses, and requires that Mr. Domingo execute the Company’s form of confidentiality, inventions and non-solicitation agreement.

In addition, the Domingo Employment Agreement provides that Mr. Domingo will be eligible for severance payments and benefits in the event that his employment is terminated by the Company without “cause” or other than due to “non-performance” or he resigns for “good reason” (each, as defined in the Domingo Employment Agreement). These severance payments and benefits are described more fully in the section entitled “— Potential Payments Upon Termination or Change in Control.”

We are not party to employment agreements with any of our other named executive officers. However, our other named executive officers have executed our form of confidentiality, inventions and non-solicitation agreement.

Other Compensation and Benefits

Retirement.

Our named executive officers are eligible to participate in the Securitize 401(k) Plan on the same terms and conditions as our other full-time employees.

Employee Benefits and Perquisites.

All of our full-time employees, including our named executive officers, are eligible to participate in the Company’s health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability and life insurance.

In addition, Mr. Domingo receives a Company-provided car. We do not offer any other material perquisites to our other named executive officers.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for our named executive officers as of the end of our fiscal year ended December 31, 2025.

Name (a)	Option Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f) Option Expiration Date (f)
Carlos Domingo(1)	302,936	—	—	1.66	2/27/2029
	120,000	—	—	1.68	9/29/2031
	171,918	378,218	—	1.39	8/30/2034
Francisco Flores(2)	10,000	—	—	1.66	7/13/2021
	16,250	3,750	—	1.70	7/18/2032
	6,250	13,750	—	1.39	7/25/2024
	—	50,000	—	2.67	2/5/2035
Billy Miller(3)	30,000	2,000	—	1.70	2/13/2032
	—	50,000	—	2.67	2/5/2035

____________

(1) Represents options granted to Mr. Domingo on each of 4/5/2021, 10/28/2021 and 8/15/2024. Each grant of options vests 25% on the one-year anniversary of the vesting commencement date and 6.25% on a quarterly basis thereafter, subject to Mr. Domingo’s continued employment through the applicable vesting date.

(2) Represents options granted to Mr. Flores on each of 7/30/2021, 7/19/2022, 7/31/2024 and 2/6/2025. Each grant of options vests 25% on the one-year anniversary of the vesting commencement date and 6.25% on a quarterly basis thereafter, subject to Mr. Flores’ continued employment through the applicable vesting date.

(3) Represents options granted to Mr. Miller on each of 4/29/2022 and 2/6/2025. Each grant of options vests 25% on the one-year anniversary of the vesting commencement date and 6.25% on a quarterly basis thereafter, subject to Mr. Miller’s continued employment through the applicable vesting date.

Potential Payments upon Termination or Change in Control

Pursuant to the Domingo Employment Agreement, in the event that Mr. Domingo’s employment is terminated by the Company for reasons other than “cause” or “non-performance” or he resigns for “good reason” (each, as defined in the Domingo Employment Agreement), then Mr. Domingo will receive continued payment of his then-current base salary for six months after his separation date, subject to his compliance with any applicable restrictive covenant agreements. In addition, if his employment is terminated by the Company without cause or he resigns for good reason, then the portion of any equity awards held by Mr. Domingo as of his separation date that would have otherwise vested within the twelve-month period after his separation date had Mr. Domingo remained employed with the Company will vest as of his separation date.

Our other named executive officers are not eligible for severance payments or benefits in connection with the termination of their employment for any reason.

Compensation of our Directors

Our non-employee directors for fiscal year 2025 were W. Bradford Stephens, Pedro Teixeira, Tal Elyashiv, Chris Bruner and Jon Steel. None of our non-employee directors received any compensation for services they provided in fiscal year 2025 as a non-employee director of the Company.

Following the Closing, the Company anticipates adopting a non-employee director compensation for our non-employee directors.

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Beneficial Ownership of Securities

The following table sets forth information regarding (i) the actual beneficial ownership of CEPT Class A Ordinary Shares and CEPT Class B Ordinary Shares as of April 2, 2026 and (ii) the expected beneficial ownership of PubCo Common Stock immediately following the consummation of the Business Combination and the other Transactions (including the PIPE Investment), assuming that no Public Shares are redeemed and, alternatively, that 100% of the issued and outstanding Public Shares are redeemed, in each case, by:

• each person who (i) is known to be the beneficial owner of more than 5% of the outstanding CEPT Ordinary Shares or (ii) is expected to be the beneficial owner of more than 5% of PubCo Common Stock following the Business Combination;

• each of the current executive officers and directors of CEPT, and such persons as a group; and

• each person who is expected to be a named executive officer or director of PubCo, and all directors and executive of PubCo as a group, in each cash following the Business Combination.

Beneficial ownership is determined according to the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

Unless otherwise indicated in the footnotes to the following tables and subject to applicable community property laws, we believe that all persons named in the table below have, or may be deemed to have, sole voting and investment power with respect to all CEPT Ordinary Shares beneficially owned, or PubCo Common Stock to be beneficially owned, by them. Additionally, the following table does not reflect record or beneficial ownership of any equity incentive awards that are subject to vesting conditions that have not yet been satisfied, as such securities are not exercisable or convertible within 60 days of April 2, 2026. However, shares that a person has the right to acquire within 60 days of April 2, 2026 are deemed issued and outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed issued and outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.

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Pre-Business Combination Beneficial Ownership Table to CEPT

The beneficial ownership of CEPT Ordinary Shares pre-Business Combination is based on 30,580,000 issued and outstanding CEPT Ordinary Shares, which includes an aggregate of 24,580,000 CEPT Class A Ordinary Shares and 6,000,000 CEPT Class B Ordinary Shares. Immediately prior to the Effective Time, each CEPT Class B Ordinary Share (other than the Surrendered CEPT Shares) will automatically be converted into one CEPT Class A Ordinary Share.

	CEPT Class A Ordinary Shares			CEPT Class B Ordinary Shares			Percentage of Outstanding CEPT Ordinary Shares
	Number of Shares Beneficially Owned	Percentage of Class		Number of Shares Beneficially Owned	Percentage of Class		Percentage of Outstanding CEPT Ordinary Shares
Directors and Officers(1)
Brandon G. Lutnick(2)	580,000	2.3	%	6,000,000	100	%	21.5	%
Jane Novak	—	—		—	—		—
Danny Salinas	—	—		—	—		—
Robert Sharp	—	—		—	—		—
Louis Zurita	—	—		—	—		—
Dr. Mukesh Prasad	—	—		—	—		—
All directors and executive officers of CEPT as a group pre-Business Combination (6 individuals)	580,000	2.3	%	6,000,000	100	%	21.5	%
Other 5% Shareholders
Cantor EP Holdings II, LLC(2)	580,000	2.3	%	6,000,000	100	%	21.5	%
Harraden Circle Investments LLC(3)	1,663,029	6.8	%	—	—		5.4	%
Alyeska Investment Group, L.P.(4)	1,763,546	7.2	%	—	—		5.8	%

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(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Cantor Equity Partners II, Inc., 110 East 59th Street, New York, NY 10022.

(2) Cantor is the sole member of the Sponsor; CFGM is the managing general partner of Cantor; and Brandon G. Lutnick is the controlling trustee of the trusts owning all of the voting shares of CFGM and the Chairman and Chief Executive Officer of CFGM and Cantor. As of the date hereof, each of Cantor, CFGM and Brandon G. Lutnick may be deemed to have beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The principal business address of the Sponsor is 110 East 59th Street, New York, NY 10022. The percentage of CEPT Class A Ordinary Shares reported as being owned assumes conversion of the 6,000,000 CEPT Class B Ordinary Shares owned by the Sponsor into an identical number of CEPT Class A Ordinary Shares, which the Sponsor may do at its option.

(3) The following information is based solely on a Schedule 13G/A filed by the reporting persons on May 14, 2026. Harraden Circle Investors GP, LP (“Harraden GP”) is the general partner to Harraden Circle Investors, LP (“Harraden Fund”), Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”), and Harraden Circle Strategic Investments, LP (“Harraden Strategics Fund”), and Harraden Circle Investors GP, LLC (“Harraden LLC”) is the general partner of Harraden GP. Harraden Circle Investments, LLC (“Harraden Adviser”) serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and other high net worth individuals. Frederick V. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the CEPT Ordinary Shares directly owned by the Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund. The principal business address of each of the reporting persons is 885 Third Avenue, Suite 2600B, New York NY 10022.

(4) The following information is based solely on a Schedule 13G filed by the reporting persons on February 17, 2026. Each of the reporting persons may be deemed to beneficially own all of the shares reported on such filing. The principal business address of each of the reporting persons is 77 West Wacker Drive, 7th Floor, Chicago IL 60601.

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Post-Business Combination Beneficial Ownership Table of PubCo

The expected beneficial ownership of the PubCo Common Stock immediately following consummation of the Business Combination and the related transactions assumes two redemption scenarios as follows:

• Assuming No Redemptions: this presentation assumes that no Public Shares are redeemed and the PIPE Investment is fully funded and that 183,869,978 shares of PubCo stock are issued and outstanding.

• Assuming 100% Redemptions: this presentation assumes that all 24,000,000 Public Shares are redeemed, and the PIPE Investment is fully funded and that 159,007,478 shares of PubCo stock are issued and outstanding.

Name of Beneficial Owner	Post-Business Combination*
	Assuming No Redemptions			Assuming 100% Redemptions
	Number of shares of PubCo Common Stock Beneficially Owned	Percentage of Outstanding Shares of PubCo Common Stock		Number of shares of PubCo Common Stock Beneficially Owned	Percentage of Outstanding Shares of PubCo Common Stock
Directors and Officers(1)
Carlos Domingo(2)	8,987,797	4.9	%	8,987,797	5.7	%
Francisco Flores	243,576	0.1	%	243,576	0.2	%
Billy Miller	218,358	0.1	%	218,358	0.1	%
Brett Redfearn	229,248	0.1	%	229,248	0.1	%
Tal Elyashiv	2,357,981	1.3	%	2,357,981	1.5	%
Rebecca Macieria-Kaufmann	—	—		—	—
Sunil Sabharwal	—	—		—	—
Manuel Sanchez Rodriguez	—	—		—	—
Brad Stephens(3)	10,143,394	5.5	%	10,143,394	6.4	%
All directors and executive officers of PubCo as a group post-Business Combination (7 individuals)	22,180,354	12.1	%	22,180,354	13.9	%
Other 5% Shareholders
Blockchain Capital(4)	10,143,394	5.5	%	10,143,394	6.4	%
Hanwha(5)	16,155,637	8.8	%	16,155,637	10.2	%
Morgan Stanley(6)	8,418,327	4.6	%	8,418,327	5.3	%

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* The information set forth in the table above and in the corresponding notes below reflects the Securitize Exchange Ratio of 4.585:1. The amounts reported in the table above do not reflect certain equity incentive awards held by our executive officers which are subject to performance-based vesting conditions and/or for which the number of Securitize shares underlying such awards cannot be determined until a future payment date. For information regarding these equity incentive awards held by PubCo’s NEOs, please see “Executive Compensation — Outstanding Equity Awards at 2024 Fiscal Year End.”

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o 78 SW 7th Street, Suite 500, Miami, FL 33130.

(2) Consists of: (a) 20,000 shares of common stock held by Domingo Dynasty LLC (the “Domingo Trust”), (b) 200,000 shares of common stock held by CD Dynasty LLC (the “CD Trust”), (c) 20,000 shares of common stock held by AD Dynasty LLC (the “AD Trust”), (d) 20,000 shares of common stock held by MD Dynasty LLC (the “MD Trust”) and (e) 20,000 shares of common stock held by OD Dynasty LLC (the “OD Trust” and collectively with the Domingo Trust, CD Trust, AD Trust and MD Trust, the “Trusts”). The investment manager of each of the Trusts is Carlos Domingo and the administrative manager of each of the Trusts is Luis Duran. Carlos Domingo has sole voting power with respect to the securities held by the Trusts.

(3) Consists of shares held by entities affiliated with Blockchain Capital identified in footnote (4) below.

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(4) Consists of: (a) 1,665,028 shares of common stock held by Blockchain Capital III Digital Liquid Venture Fund, LP, (b) 7,065,323 shares of common stock held by Blockchain Capital IV, LP and (c) 1,413,043 shares of common stock held by Blockchain Capital Parallel IV, LP (Blockchain Capital III Digital Liquid Venture Fund, LP, Blockchain Capital IV, LP and Blockchain Capital Parallel IV, LP, collectively the “Blockchain Capital Funds”). The general partner of each of the Blockchain Capital Funds is BC III DLVF GP, LLC or Blockchain Capital IV GP, LLC, as applicable (the “Blockchain GP Entities”). The managing member of each Blockchain GP Entity is Blockchain Capital, LLC. Blockchain Capital, LLC is jointly managed by Brad Stephens and P. Bartlett Stephens, who share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds. Accordingly, Messrs. Stephens may be deemed to have indirect voting and dispositive power over the securities held by the Blockchain Capital Funds. Messrs. Stephens disclaim beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Blockchain Capital, LLC is 600 Montgomery St, Fl 35, San Francisco, CA, 94111.

(5) Consists of: (a) 9,938,975 shares of common stock held by Hanwha Lifestyle Private Fund 2, (b) 5,216,662 shares of common stock held by H Foundation Pte. Ltd. (“H Foundation ”) and (c) 1,000,000 shares of common stock held by Hanwha Investment & Securities Co., Ltd. (“Hanwha Investment & Securities”). Hanwha Asset Management Co., Ltd. (“Hanwha Asset Management”) is the investment manager of Hanwha Lifestyle Private Fund 2 and makes all substantive decisions with respect to the fund. Voting and dispositive decisions regarding such shares are made by Hanwha Asset Management through its applicable internal governance and approval procedures and, as a result, no individual member of Hanwha Asset Management’s board of directors, officer or employee, acting alone, has the ability to exercise voting or dispositive power regarding such shares. The membership of Hanwha Asset Management’s board of directors is subject to change from time to time. Each such individual disclaims beneficial ownership of such shares. The address for Hanwha Asset Management is 50, 63-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, (07345). Voting and dispositive decisions regarding such shares held by H Foundation are made by H Foundation’s board of directors upon a recommendation by management, acting by majority vote and, as a result, no individual member of H Foundation’s board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of H Foundation’s board of directors is subject to change from time to time. Each of the members of H Foundation’s board of directors disclaims beneficial ownership of such shares. The address for H Foundation is 111 Somerset Road #06-01H, 111 Somerset Singapore (233164). Voting and dispositive decisions regarding such shares held by Hanwha Investment & Securities are made by Hanwha Investment & Securities’ board of directors upon a recommendation by management, acting by majority vote and, as a result, no individual member of Hanwha Investment & Securities’ board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of Hanwha Investment & Securities’ board of directors is subject to change from time to time. Each of the members of Hanwha Investment & Securities’ board of directors disclaims beneficial ownership of such shares. The address for Hanwha Investment & Securities is 56, Yeoui-daero, Yeongdeungpo-gu, Seoul, Republic of Korea (07325).

(6) Consists of 8,418,327 shares of common stock held by NHTV Sierra Holdings LLC (“Sierra Stockholder”). The managing member of Sierra Stockholder is North Haven Tactical Value Fund LP (“NHTV”). NHTV’s general partner, MS Tactical Value Fund GP LP (“GP LP”), has been given voting and dispositive power over these shares pursuant to NHTV’s limited partnership agreement. GP LP’s general partner is MS Tactical Value Fund GP Inc. (“GP Inc.”). GP Inc. is a Delaware corporation and voting and dispositive decisions regarding the shares are made by GP Inc.’s board of directors who act by a majority or unanimous vote and, as a result, no individual member of GP Inc.’s board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of GP Inc.’s board of directors is subject to change from time to time. Each of the members of GP Inc.’s board of directors disclaims beneficial ownership of such shares. The address for GP Inc. is 1585 Broadway, New York, NY 10036.

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Certain CEPT Relationships and Related Party Transactions

CEPT’s Relationships and Related Party Transactions

CEPT Founder Shares

In November 2020, the Sponsor purchased 14,375,000 CEPT Class B Ordinary Shares for a purchase price of $25,000. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 CEPT Class B Ordinary Shares, which CEPT cancelled, resulting in a decrease in the total number of CEPT Class B Ordinary Shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, CEPT effected a share capitalization, resulting in an increase in the total number of CEPT Class B Ordinary Shares from 5,000,000 to 6,000,000 shares.

Pursuant to the Insider Letter, the Sponsor agreed that, subject to limited exceptions, the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, with one-third of the Post-Combination Founder Shares subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds each of $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after consummation of the Business Combination, and removes clause (b) above.

CEPT Private Placement Shares

Simultaneously with the closing of the CEPT IPO, the Sponsor purchased 580,000 CEPT Private Placement Shares in the CEPT Private Placement at a price of $10.00 per share, for an aggregate purchase price of $5,800,000. Pursuant to the Insider Letter, the Sponsor has agreed (i) to waive its redemption rights with respect to the CEPT Private Placement Shares in connection with the completion of the initial business combination or otherwise and (ii) subject to limited exceptions, not to transfer, assign or sell any of its CEPT Private Placement Shares until 30 days after the completion of an initial business combination.

Investments Held in the Trust Account

Starting on May 6, 2025, CEPT’s investments in U.S. government treasury bills have been held in the Trust Account that is custodied by CF Secured with CST acting as trustee.

Administrative Services Agreement

On May 1, 2025, CEPT entered into an administrative services agreement with the Sponsor, pursuant to which, commencing May 2, 2025, the date the CEPT Class A Ordinary Shares were first listed on Nasdaq, CEPT has agreed to pay the Sponsor a total of $10,000 per month for office space, administrative and shared personnel support services. CEPT will cease paying these fees upon the earlier of the completion of an initial business combination or CEPT’s liquidation.

Officer and Director Compensation

CEPT has agreed to pay cash fees to its independent directors of $50,000 per year, payable quarterly, which fees commenced on the date of appointment to the CEPT Board for each independent director.

In addition, CEPT’s officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on CEPT’s behalf such as identifying potential acquisition targets and performing due diligence on suitable initial business combinations.

Related Party Loans

The Sponsor made available to CEPT, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the CEPT IPO. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the CEPT IPO.

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In connection with the CEPT IPO, the Sponsor agreed to lend CEPT up to $3,600,000 pursuant to the Sponsor Note in connection with each Redemption Event such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and will be repaid by CEPT at the closing of an initial business combination; provided that, at the Sponsor’s option, at any time beginning 60 days after the date of the CEPT IPO, all or any portion of the amount outstanding under the Sponsor Note may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. If CEPT is unable to consummate an initial business combination, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note.

In order to finance transaction costs in connection with an intended initial business combination, the Sponsor has committed up to $1,750,000 pursuant to the Sponsor Loan to be provided to CEPT to fund expenses relating to investigating and selecting an acquisition target and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the CEPT IPO and prior to an initial business combination. The Sponsor Loan does not bear interest and is repayable by CEPT to the Sponsor upon consummation of an initial business combination; provided that, at the Sponsor’s option, at any time beginning 60 days after the date of the CEPT IPO, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account.

If the Sponsor Loan is insufficient to cover CEPT’s working capital requirements, the Sponsor or an affiliate of the Sponsor, or certain of CEPT’s officers and directors may, but are not obligated to, provide CEPT with Working Capital Loans. If CEPT completes an initial business combination, CEPT would repay the Working Capital Loans out of the proceeds of the Trust Account released to CEPT; provided that, at the lender’s option, at any time beginning 60 days after the date of the CEPT IPO, all or any portion of the amount outstanding under the Working Capital Loans may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, CEPT may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Registration Rights Agreement

Pursuant to a registration rights agreement CEPT entered into with the Sponsor on May 1, 2025, CEPT is required to register certain securities for sale under the Securities Act. The Sponsor is entitled under the registration rights agreement to make up to three demands that CEPT register certain of CEPT securities held by it for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, the Sponsor has certain “piggy-back” registration rights on registration statements filed after the consummation of an initial business combination. CEPT will bear the costs and expenses of filing any such registration statements. Notwithstanding the foregoing, the Sponsor may not exercise its demand and “piggyback” registration rights solely with respect to the CEPT Private Placement Shares after May 1, 2030 and May 1, 2032, respectively, and may not exercise its demand rights with respect to the CEPT Private Placement Shares on more than one occasion. In connection with the Business Combination, PubCo, CEPT, Securitize and certain Securitize Stockholders will enter into the Amended and Restated Registration Rights Agreement which will amend and restate this registration rights agreement as further described in the section entitled “The Business Combination — Other Transaction Agreements — Amended and Restated Registration Rights Agreement.”

Engagement Letters

CF&Co. was the lead underwriter for the CEPT IPO and was paid a cash underwriting discount of $4,800,000 in connection with the CEPT IPO.

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On September 25, 2025, CF&Co., Citi, PubCo, Securitize and CEPT entered into the PIPE Engagement Letter, pursuant to which PubCo, Securitize and CEPT engaged CF&Co. and Citi as co-placement agents for the PIPE Investment. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize).

On October 10, 2025, CF&Co. entered into the M&A Engagement Letter with CEPT, pursuant to which CEPT engaged CF&Co. as CEPT’s exclusive financial advisor for the Business Combination. Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1% of the Securitize Equity Value, and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing).

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, CEPT, the Sponsor, PubCo and Securitize entered into the Sponsor Support Agreement. For a description of the terms and conditions of the Sponsor Support Agreement, see the section entitled “The Business Combination — Other Transaction Agreements — Sponsor Support Agreement.”

Insider Letter

In addition, the Sponsor agreed that it will be liable to CEPT if and to the extent any claims by a third party (other than CEPT’s independent registered public accounting firm and the underwriters in the CEPT IPO) for services rendered or products sold to CEPT, or a prospective acquisition target with which CEPT has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the redemption amount to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the assets in the Trust Account, less interest released to pay taxes, and (B) $0.15 per redeemed Public Share pursuant to the Sponsor Note, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEPT’s indemnity of its underwriters in connection with the IPO against certain liabilities, including liabilities under the Securities Act. For more, see “Risk Factors — Risks Related to CEPT and the Business Combination — If third parties bring claims against CEPT, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders could be less than $10.51 per share (based on the Trust Account balance as of March 31, 2026, inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes).”

Pursuant to the Insider Letter, Sponsor agreed that, subject to limited exceptions, the 580,000 CEPT Class A Ordinary Shares it holds will not be sold or transferred until 30 days after CEPT has completed a business combination and that the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT Class A Ordinary Shares

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equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, and provides that one-third of the Post-Combination Founder Shares are subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing, and removes clause (b) above. For more, see “The Business Combination — Other Transaction Agreements — Sponsor Support Agreement.”

CEPT’s Related Party Transaction Policy

On May 2, 2025, CEPT adopted a related party transactions policy setting forth the policies and procedures with respect to the review, approval, ratification and disclosure of “related party transactions.” A “related party transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which CEPT was, is or will be a participant and the amount involved exceeds $120,000, and in which any “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy include: (i) CEPT’s directors or executive officers or any person who has served in any of such roles since the beginning of CEPT’s most recent fiscal year; (ii) any person who is known to be the beneficial owner of more than 5% of any class of CEPT’s voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. Prior to entering into such transactions, detailed information, including the related person’s relationship to CEPT and interest in the transaction, the material terms of the transaction, the expected benefits to CEPT and if the transaction is on terms comparable to those available to an unrelated third party, must be provided to the CEPT Audit Committee. The Chief Financial Officer of CEPT will determine if a transaction qualifies as a related party transaction. The CEPT Audit Committee, or its chair, reviews all relevant facts and approves only those transactions that are in, or not inconsistent with, CEPT’s best interests. The policy does not permit any member of the CEPT Audit Committee to participate in any review, consideration, approval or ratification of any related person transaction in which such member or any of his or her immediate family member is the related party.

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Certain Securitize Relationships and Related Party Transactions

Unless the context otherwise requires, references in this section to “we,” “us,” “our” and the “Company” refer to Securitize and its subsidiaries and affiliates in the present tense or from and after the consummation of the Business Combination, as the context requires.

In addition to the compensation arrangements, including employment and termination of employment arrangements, discussed in the sections titled “Management after the Business Combination,” “Executive Compensation” and “Director Compensation,” the following is a description of each transaction since January 1, 2023, and each currently proposed transaction, in which:

• we or PubCo have been or will be a participant;

• the amount involved exceeded or exceeds $120,000; and

• any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Loan from Securitize to Carlos Domingo

In March 2022, we provided funds in the form of a secured recourse promissory note totaling $3,000,000 to Securitize’s co-founder and CEO, Carlos Domingo. The loan bears interest at the daily Secured Overnight Financing Rate plus 100 basis points (5.24%, 6.38% and 5.49% as of September 30, 2025, December 31, 2024 and December 31, 2023, respectively). The loan was originally scheduled to mature on March 17, 2025 but, in 2024, was extended to March 17, 2027. For the nine months ended September 30, 2025 and the years ended December 31, 2024 and 2023, Securitize recognized interest income related to the note receivable in the amounts of $115,937, $178,243 and $215,821, respectively. Carlos Domingo pledged 166,667 shares of our common stock as collateral for the note. As of September 30, 2025, December 31, 2024 and December 31, 2023, the outstanding balance of the note was $3,000,000. This loan was repaid in full as of December 19, 2025.

Loan of Digitized Assets from Securitize

Between December 2024 and February 2025, we advanced $1,084,332 to Jamie Finn, former President of Securitize, and Tiny Ventures, LLC, a fund associated with Jamie Finn, $152,026 to Brett Finn, Jamie Finn’s brother, $5,000,000 to Brad Stephens Revocable Trust, a trust controlled by Brad Stephens, our director, and $810,734 to Tal Elyashiv, our director, and we received tokenized funds as collateral under the terms of a secured Master Loan and Security Agreement. The loans carry a 2.00% annual facilitation fee, which is accrued and deducted from collateral at each net asset value valuation date. The loans are secured by tokenized funds with a required collateral-to-loan ratios of 100% to 167% and are subject to rebalancing and liquidation provisions if collateral coverage falls below defined thresholds. Securitize obtains control over the collateral assets, which it uses to participate in liquid staking activities with the Elixir Network, as specified in the agreement. All such loans were settled, and none are outstanding as of January 28, 2026.

Promissory Note from Securitize to Lucio-Finn Revocable Trust

On August 18, 2024, we issued a promissory note to the Lucio-Finn Revocable Trust for a principal amount of 83.51993162 BTC, bearing interest at 2.95% per annum, payable in Bitcoin, and maturing six months from issuance. This note is unsecured and may be prepaid without penalty, with interest and principal due at maturity unless repaid earlier. Both obligations were fully paid with a remaining balance of $0 as of December 31, 2024. Lucio-Finn Revocable Trust is a related party entity due to its association with Jamie Finn, former President of Securitize.

Compensation to Brett Redfearn

In October 2021, we entered into an advisor agreement with Brett Redfearn for him to serve as Senior Strategic Advisor to Carlos Domingo and Chairman of Securitize’s Advisory Board. In years ending 2023, 2024 and 2025, we have paid $435,000, $355,000 and $435,000 to Brett Redfearn as compensation for his advisory services. The advisor agreement with Brett will terminate immediately before his appointment to the PubCo board.

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Agreements with Stockholders

We have entered into investors’ rights, voting and right of first refusal and co-sale agreements containing registration rights, information and observer rights, voting rights, board designation and rights of first refusal, among other things, with certain holders of our preferred stock, including Blockchain Capital, Hanwha and Morgan Stanley, who are 5%+ holders of our common stock. These stockholder agreements will terminate immediately before the consummation of the Business Combination.

Policies and Procedures for Related Person Transactions

In connection with closing of the business combination contemplated by this registration statement, we will adopt a formal, written policy regarding related person transactions. This written policy regarding related person transactions will provide that a related person transaction is a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000. Our policy will also provide that a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons. Our audit committee will have the primary responsibility for reviewing and approving or disapproving related person transactions. In addition to our policy, our audit committee charter will provide that our audit committee shall review and approve or disapprove any related person transactions.

All related person transactions described in this section occurred prior to adoption of the formal, written policy described above, and therefore these transactions were not subject to the approval and review procedures set forth in the policy.

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Description of Securities

As a result of the Business Combination, CEPT Shareholders who have or receive CEPT Class A Ordinary Shares will become holders of shares of PubCo Common Stock. Your rights as a holder of PubCo Common Stock will be governed by Delaware law and the PubCo Charter and PubCo Bylaws, if approved. The following description of the material terms of PubCo’s securities reflects the anticipated state of affairs upon completion of the Business Combination.

The following summary of the material terms of PubCo securities following the Business Combination is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read the applicable provisions of Delaware law, the Proposed Charter and the Proposed Bylaws in their entirety for a complete description of the rights and preferences of the PubCo securities following the Business Combination.

Authorized and Outstanding Stock

The PubCo Charter authorizes the issuance of 300,000,000 shares, consisting of 290,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value.

Common Stock

The PubCo Charter provides the following with respect to the rights, powers, preferences and privileges of the PubCo Common Stock.

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of PubCo Common Stock possess all voting power for the election of PubCo’s directors and all other matters requiring stockholder action; provided, however, that, except as otherwise required by law, holders of PubCo Common Stock, as such, shall not be entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of one or more outstanding classes or series of PubCo Preferred Stock if the holders of such affected class or series of PubCo Preferred Stock are entitled, either separately or together with the holders of one or more other such affected classes or series of PubCo Preferred Stock, to vote thereon pursuant to the Proposed Charter or pursuant to Delaware Law. Holders of PubCo Common Stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends

Holders of PubCo Common Stock will be entitled to receive such dividends, if any, as may be declared from time to time by PubCo’s board of directors in its discretion out of funds legally available therefor. SPAC has not historically paid any cash dividends on its Class A Ordinary Shares or Class B Ordinary Shares to date and does not intend to pay cash dividends in the foreseeable future. Any payment of cash dividends in the future will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial conditions. In no event will any stock dividends or stock splits or combinations of stock be declared or made on PubCo Common Stock unless the shares of PubCo Common Stock at the time outstanding are treated equally and identically.

Liquidation, Dissolution and Winding Up

In the event of PubCo’s voluntary or involuntary liquidation, dissolution or winding-up, the net assets of PubCo will be distributed pro rata to the holders of PubCo Common Stock, subject to the rights of the holders of the preferred stock, if any.

Preemptive or Other Rights

There are no sinking fund provisions applicable to the PubCo Common Stock.

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Preferred Stock

The PubCo Charter provides that shares of preferred stock may be issued from time to time in one or more series. PubCo’s board of directors will be authorized to fix designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series of preferred stock and any qualifications, limitations and restrictions thereof. PubCo’s board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the PubCo Common Stock and could have anti-takeover effects. The ability of PubCo’s board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of PubCo or the removal of existing management. SPAC has no preferred stock currently outstanding.

Registration Rights

PubCo, CEPT, the Sponsor and certain of the Securitize Stockholders will enter into the Amended and Restated Registration Rights Agreement, pursuant to which, among other things, such stockholders will be granted certain registration rights with respect to certain shares of PubCo held by them. See “PubCo Common Stock Eligible for Future Sale — Registration Rights Agreement.” A copy of the form of the Registration Rights Agreement is attached as Annex E hereto and incorporated herein by reference.

Anti-Takeover Provisions

Proposed Charter and Bylaws

Among other things, the PubCo Charter and PubCo Bylaws will:

• permit PubCo’s board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control;

• provide that the number of directors of PubCo may be changed only by resolution of PubCo’s board of directors;

• provide that, subject to the rights of any series of preferred stock to elect directors, directors may be removed only with cause by the holders of not less than a majority of all of the PubCo’s then-outstanding shares of the capital stock entitled to vote generally at an election of directors;

• provide that all vacancies, subject to the rights of any series of preferred stock, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

• provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice;

• provide that special meetings of PubCo’s stockholders may only be called by the PubCo Board pursuant to a resolution adopted by a majority of the board or by the chairman of the PubCo Board;

• provide that PubCo’s board of directors will be divided into three classes of directors, with the directors serving three-year terms, therefore making it more difficult for stockholders to change the composition of the board of directors; and

• not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of PubCo Common Stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose.

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The combination of these provisions will make it more difficult for the existing stockholders to replace the PubCo Board as well as for another party to obtain control of PubCo by replacing the PubCo Board. Because the PubCo Board will have the power to retain and discharge its officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock will make it possible for the PubCo Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change the control of PubCo.

These provisions are intended to enhance the likelihood of continued stability in the composition of the PubCo Board and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce PubCo’s vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for PubCo’s shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of PubCo Common Stock.

Certain Anti-Takeover Provisions of Delaware Law

PubCo will be subject to Section 203 of the DGCL. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

• a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

• an affiliate of an interested stockholder; or

• an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of a corporation’s assets. However, the above provisions of Section 203 would not apply if:

• the relevant board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

• after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

• on or subsequent to the date of the transaction, the initial business combination is approved by the board of directors and authorized at a meeting of the corporation’s stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

These provisions may have the effect of delaying, deferring, or preventing changes in control of PubCo.

Exclusive Forum

The Proposed Charter will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (1) any derivative action, suit or proceeding brought on our behalf; (2) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, stockholders or employees of ours or our stockholders; (3) any action, suit or proceeding asserting a claim against us arising pursuant to any provision of the DGCL, the Proposed Bylaws or the Proposed Charter (as either may be amended from time to time); or (4) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine.

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The Proposed Charter provides that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. If any such foreign action is filed in a court other than the courts in the State of Delaware in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce such actions and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. The Proposed Charter will also provide that any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this choice of forum provision. It is possible that a court of law could rule that the choice of forum provision contained in our certificate of incorporation is inapplicable or unenforceable if it is challenged in a proceeding or otherwise. This choice of forum provision has important consequences for our stockholders.

Transfer Agent

The Transfer Agent for the CEPT Class A Ordinary Shares is (and, after the consummation of the Business Combination, the PubCo Common Stock will be) Continental Stock Transfer & Trust Company.

Listing of PubCo Common Stock

The parties anticipate that, following the Business Combination, the PubCo Common Stock will be listed on NYSE under the symbol “SECZ”.

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PubCo Common Stock Eligible for Future Sale

Upon completion of the Business Combination, PubCo will have PubCo Common Stock authorized and, based on the assumptions set out elsewhere in this proxy statement/prospectus, up to 171,327,742 shares of PubCo Common Stock issued and outstanding, assuming no Public Shares are redeemed in connection with the Business Combination (excluding the shares underlying Assumed Options, the shares underlying the Assumed Warrants and the Securitize Earnout Shares). Immediately upon the Closing, shares of PubCo Common Stock issued in connection with the Business Combination to CEPT Shareholders will be freely transferable by persons other than by PubCo’s “affiliates” without restriction or further registration under the Securities Act, except PubCo Common Stock issued to the Sponsor, which are subject to the lock-up described below. Immediately upon the Closing, the remaining shares of PubCo Common Stock will be held by Securitize Stockholders and will be subject to the lock-up restrictions described below and may only be resold pursuant to Rule 144. Sales of substantial amounts of PubCo Common Stock in the public market could adversely affect prevailing market price of PubCo Common Stock.

Lock-up Periods and Registration Rights

Certain Securitize Equityholders Lock-ups

Contemporaneously with the Closing, the Securitize Stockholders will enter into Lock-Up Agreements with PubCo, pursuant to which such parties will agree that the 118,247,742 shares of PubCo Common Stock received by them in connection with the Transactions (representing approximately 69% of the total issued and outstanding shares of PubCo Common Stock following the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination) and any other securities convertible into or exercisable or exchangeable for PubCo Common Stock held by them immediately after the Closing, will be locked-up and subject to transfer restrictions subject to certain exceptions. The Restricted Securities will be locked up until the date that is 180 days from the Closing Date, and provides that one-third of the Restricted Securities will be subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $15.00, $17.50 and $20.00, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing. The Lock-Up Agreements include customary exceptions to the transfer restrictions, including transfers to affiliates, family members, charitable organizations, and in connection with certain tax or estate planning transactions, provided that the transferee agrees to be bound by the same restrictions for the remainder of the lock-up period.

Sponsor Lock-up

Pursuant to the Insider Letter, the Sponsor agreed that, subject to limited exceptions, the 580,000 CEPT Class A Ordinary Shares it holds will not be sold or transferred until 30 days after CEPT has completed a business combination and that the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, and provides that one-third of the Post-Combination Founder Shares are subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after consummation of the Business Combination;

PIPE Resale Shelf

Pursuant to the PIPE Subscription Agreements relating, PubCo has agreed that, within 30 calendar days after the consummation of the Business Combination, it will file with the SEC (at PubCo’s sole cost and expense) a registration statement registering the resale of shares of PubCo Common Stock issuable to PIPE Investors in the CEPT Merger (the “Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, subject to certain conditions.

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Registration Rights Agreement

Subject to the lock-up periods described above, certain shareholders are also entitled to registration rights pursuant to the terms of the Registration Rights Agreement. PubCo has agreed to file a registration statement, within 30 calendar days after the consummation of the Business Combination, to register certain registrable securities under the Securities Act. PubCo has also agreed to provide customary demand registration rights and customary “piggy-back” registration rights with respect to any valid demand registration request. The Registration Rights Agreement provides that PubCo will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities.

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted PubCo Common Stock for at least six months would, subject to the restrictions noted in the section below, be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of PubCo at the time of, or at any time during the three months preceding, a sale and (ii) PubCo has been subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as PubCo was required to file reports) preceding the sale.

Persons who have beneficially owned restricted PubCo Common Stock for at least six months but who are affiliates of PubCo at the time of, or at any time during the three months preceding, a sale, would be subject to Additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

• 1% of the total number of PubCo Common Stock then outstanding; or

• the average weekly reported trading volume of PubCo Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of PubCo under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about PubCo.

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Future Shareholder Proposals

For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at PubCo’s 2027 annual meeting of stockholders, assuming consummation of the Business Combination, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and PubCo’s bylaws.

In addition, PubCo’s bylaws provide notice procedures for shareholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting. To be timely, a shareholder’s notice must be delivered to PubCo at its offices at 78 SW 7th Street, Suite 500, Miami, FL 33130, not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before such anniversary date, which we anticipate will be the case for the 2027 annual meeting, or delayed more 70 days after such anniversary date, notice by the shareholder to be timely must be so received no earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting and (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by PubCo. Nominations and proposals also must satisfy other requirements set forth in PubCo’s bylaws. The Chairman of the Board may refuse to acknowledge the introduction of any shareholder proposal not made in compliance with the foregoing procedures.

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Shareholder Communications

CEPT Shareholders and interested parties may communicate with the CEPT Board, any committee chairperson or the non-management directors as a group by writing to the CEPT Board or committee chairperson in care of Cantor Equity Partners II, Inc., 110 East 59th Street, New York, New York 10022. Following the Business Combination, such communications should be sent in care of PubCo at Securitize Corp., 78 SW 7th Street, Suite 500, Miami, FL 33130 and its telephone number is (646) 918-5012. Each communication will be forwarded, depending on the subject matter, to the PubCo Board, the appropriate committee chairperson or all non-management directors.

Legal Matters

The validity of the shares of PubCo Common Stock to be issued in connection with the Transactions will be passed upon, as to matters of Delaware law, by Davis Polk & Wardwell LLP. The U.S. federal income tax consequences of the Business Combination will be passed upon by Hughes Hubbard & Reed LLP.

CHANGE IN SECURITIZE’S CERTIFYING ACCOUNTANT

On August 27, 2025, Securitize, Inc. dismissed Wolf & Company, P.C., (“Wolf”) as its independent registered public accounting firm, effective with the completion of the audits of the Securitize, Inc. and Subsidiaries’ consolidated financial statements as of and for the year ended December 31, 2024 and 2023. On September 17, 2025, Securitize, Inc. engaged KPMG LLP (“KPMG”) as Wolf’s replacement. The audit opinion on the consolidated financial statements as of and for the years ended December 31, 2024 and 2025 included in the registration statement is provided by KPMG. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Board of Directors of Securitize, Inc.

Wolf’s audit reports on Securitize, Inc.’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.

During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through the date of this prospectus, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between Securitize, Inc. and Wolf on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Wolf’s satisfaction, would have caused Wolf to make reference to such disagreements in its audit reports.

During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through the date of this prospectus, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the following material weaknesses which Securitize, Inc. identified in its internal control over financial reporting: lack of effective segregation of duties and inadequate access controls.

During the fiscal years ended December 31, 2024 and 2023, neither Securitize, Inc. nor anyone acting on behalf of Securitize, Inc. consulted KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Securitize, Inc.’s consolidated financial statements, and no written report or oral advice was provided to Securitize, Inc. by KPMG that KPMG concluded was an important factor considered by Securitize, Inc. in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a) (1)(v) of Regulation S-K.

Securitize, Inc. delivered a copy of this disclosure to Wolf and requested that they furnish Securitize, Inc. a letter addressed to the SEC stating whether they agree with the above statements. In their letter to the SEC dated January 28, 2026, attached as Exhibit 16.1 to the registration statement of which this prospectus forms a part, Wolf states that they agree with the statements above concerning their firm.

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Experts

The financial statements of CEPT as of, and for the years ended December 31, 2025 and 2024 appearing in this proxy statement/prospectus have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in its report thereon, and have been included in this proxy statement/prospectus in reliance upon such reports and upon the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Securitize, Inc. as of and for the years ended December 31, 2025 and 2024 have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The financial statements of Securitize Holdings, Inc. as of December 31, 2025 and for the period from October 17, 2025 (date of inception) to December 31, 2025, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Householding Information

Unless CEPT has received contrary instructions, CEPT may send a single copy of this proxy statement/prospectus to any household at which two or more CEPT Shareholders reside if CEPT believes the CEPT Shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce CEPT’s expenses. However, if CEPT Shareholders prefer to receive multiple sets of CEPT’s disclosure documents at the same address this year or in future years, the CEPT Shareholders should follow the instructions described below. Similarly, if an address is shared with another CEPT Shareholder and together both of the CEPT Shareholders would like to receive only a single set of CEPT’s disclosure documents, the CEPT Shareholders should follow these instructions:

If the CEPT Ordinary Shares are registered in the name of the CEPT Shareholder, the CEPT Shareholder should contact CEPT’s offices at Cantor Equity Partners II, Inc., 110 East 59th Street, New York, New York 10022. If a bank, broker or other nominee holds the shares, the CEPT Shareholder should contact the bank, broker or other nominee directly.

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Where You Can Find Additional Information

CEPT files reports, proxy statements and other information with the SEC as required by the Exchange Act. PubCo will file, upon effectiveness of this proxy statement/prospectus, reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read CEPT’s and PubCo’s SEC filings, including this proxy statement/prospectus, on the Internet at the SEC’s website at http://www.sec.gov.

CEPT will also make available free of charge electronic copies of its filings upon request. Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement/prospectus.

All information contained in this document relating to CEPT has been supplied by CEPT, and all such information relating to PubCo has been supplied by PubCo. Information provided by one entity does not constitute any representation, estimate or projection of the other entity.

If you would like additional copies of this document or if you have questions about the Business Combination, you should contact via phone or in writing:

Cantor Equity Partners II, Inc.
110 East 59th Street
New York, New York 10022
Tel: (212) 938-5000
Email: CantorEquityPartners@cantor.com

You may also obtain these documents by requesting them in writing or by telephone from CEPT’s proxy solicitor at:

Sodali & Co

430 Park Avenue, 14th Floor

New York, New York 10022

Telephone: (800) 662-5200

Banks and Brokers can call: (203) 658-9400

Email: CEPT.info@investor.sodali.com

If you are a CEPT Shareholder and would like to request documents, please do so by June 23, 2026 to receive them before the Meeting. If you request any documents from CEPT, CEPT will mail them to you by first class mail or another equally prompt means.

None of CEPT, Securitize or PubCo has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

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INDEX TO FINANCIAL STATEMENTS

		Page
INDEX TO FINANCIAL STATEMENTS OF CANTOR EQUITY PARTNERS II, INC.
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		F-2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		F-3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		F-4
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		F-6
Notes to Unaudited Condensed Consolidated Financial Statements		F-7

Report of Independent Registered Public Accounting Firm		F-24
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-25
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-26
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024		F-27
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024		F-28
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-29
Notes to Consolidated Financial Statements		F-30

INDEX TO FINANCIAL STATEMENTS OF SECURITIZE, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025		F-47
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025		F-49
Unaudited Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the Three Months Ended March 31, 2026, and 2025		F-50
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026, and 2025		F-52
Notes to the Unaudited Condensed Consolidated Financial Statements		F-54

Report of Independent Registered Public Accounting Firm		F-76
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024		F-77
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024		F-79
Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024		F-80
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-84
Notes to Consolidated Financial Statements		F-86

INDEX TO FINANCIAL STATEMENTS OF SECURITIZE HOLDINGS, INC.
Unaudited Statement of Financial Condition as of March 31, 2026		F-131
Unaudited Statement of Changes in Equity		F-132
Notes to Unaudited Financial Statements		F-133

Report of Independent Registered Public Accounting Firm		F-135
Statement of Financial Condition		F-136
Statements of Changes in Equity		F-137
Notes to Financial Statements		F-138

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CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2026			December 31, 2025
	(Unaudited)
Assets:
Current Assets:
Cash	$	25,000		$	25,000
Prepaid expenses		208,750			145,000
Total Current Assets		233,750			170,000
Available-for-sale debt securities held in Trust Account, at fair value (amortized cost $248,730,877 and $246,479,306 as of March 31, 2026 and December 31, 2025, respectively)		248,753,164			246,617,353
Other assets		12,497			48,747
Total Assets	$	248,999,411		$	246,836,100

Liabilities and Shareholders’ Deficit:
Current Liabilities:
Accrued expenses	$	2,545,137		$	1,244,876
Note payable – related party		604,841			397,381
Total Current Liabilities		3,149,978			1,642,257
Forward sale securities liability		2,983,500			4,608,560
Total Liabilities		6,133,478			6,250,817

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 24,000,000 shares issued and outstanding at redemption value of $10.51 and $10.43 per share as of March 31, 2026 and December 31, 2025, respectively		252,353,188			250,217,377

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of both March 31, 2026 and December 31, 2025		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 580,000 shares issued and outstanding (excluding 24,000,000 shares subject to possible redemption) as of both March 31, 2026 and December 31, 2025		58			58
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,000,000 shares issued and outstanding as of both March 31, 2026 and December 31, 2025		600			600
Additional paid-in capital		—			—
Accumulated deficit		(9,510,200	)		(9,770,799	)
Accumulated other comprehensive income		22,287			138,047
Total Shareholders’ Deficit		(9,487,255	)		(9,632,094	)

Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit	$	248,999,411		$	246,836,100

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended March 31,
	2026			2025
General and administrative costs	$	1,450,221		$	27,148
Administrative expenses – related party		30,000			—
Loss from operations		(1,480,221	)		(27,148	)
Interest income on investments held in the Trust Account		2,251,571			—
Change in fair value of forward sale securities		1,625,060			—
Net income (loss)	$	2,396,410		$	(27,148	)

Weighted average number of ordinary shares outstanding:
Class A – Public shares		24,000,000			—
Class A – Private placement		580,000			—
Class B – Ordinary shares		6,000,000			6,000,000	(1)
Basic and diluted net income (loss) per share:
Class A – Public shares	$	0.08		$	—
Class A – Private placement	$	0.08		$	—
Class B – Ordinary shares	$	0.08		$	(0.00	)

____________

(1) This number has been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	For the Three Months Ended March 31,
	2026			2025
Net income (loss)	$	2,396,410		$	(27,148	)
Other comprehensive income (loss):
Change in unrealized depreciation of available-for-sale debt securities		(115,760	)		—
Total other comprehensive income (loss)		(115,760	)		—
Comprehensive income (loss)	$	2,280,650		$	(27,148	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

For the Three Months Ended March 31, 2026

	Ordinary Shares						Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Deficit
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance – December 31, 2025	580,000	$	58	6,000,000	$	600	$	—	$	(9,770,799	)	$	138,047		$	(9,632,094	)
Accretion of redeemable Class A ordinary shares to redemption value	—		—	—		—		—		(2,135,811	)		—			(2,135,811	)
Other comprehensive loss	—		—	—		—		—		—			(115,760	)		(115,760	)
Net income	—		—	—		—		—		2,396,410			—			2,396,410
Balance – March 31, 2026	580,000	$	58	6,000,000	$	600	$	—	$	(9,510,200	)	$	22,287		$	(9,487,255	)

For the Three Months Ended March 31, 2025

	Ordinary Shares						Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income		Total Shareholder’s Deficit
	Class A			Class B
	Shares	Amount		Shares(1)	Amount(1)
Balance – December 31, 2024	—	$	—	6,000,000	$	600	$	24,400	$	(92,942	)	$	—	$	(67,942	)
Net loss	—		—	—		—		—		(27,148	)		—		(27,148	)
Balance – March 31, 2025	—	$	—	6,000,000	$	600	$	24,400	$	(120,090	)	$	—	$	(95,090	)

____________

(1) The number of shares and the amounts have been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	2,396,410		$	(27,148	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party		122,460			—
Interest income on investments held in the Trust Account		(2,251,571	)		—
Change in fair value of forward sale securities		(1,625,060	)		—
Changes in operating assets and liabilities:
Deferred offering costs		—			(55,177	)
Prepaid expenses		21,250			—
Other assets		36,250			—
Accrued expenses		1,300,261			28,499
Net cash used in operating activities		—			(53,826	)

Cash flows from financing activities:
Proceeds from Notes payable – related party		207,460			53,826
Payment on Payable to related party		(207,460	)		—
Net cash provided by financing activities		—			53,826

Net change in Cash		—			—
Cash – beginning of the period		25,000			—
Cash – end of the period	$	25,000		$	—

Supplemental disclosure of non-cash activities:
Deferred offering costs included in Accrued expenses	$	—		$	19,558

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization, Business Operations and Basis of Presentation

Cantor Equity Partners II, Inc. (the “Company”) was incorporated on November 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company focused its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2026, the Company had not commenced operations. All activity through March 31, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three months ended March 31, 2026, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement (as defined below) to generate non-operating income in the form of interest income from direct investments in U.S. government debt securities. During the three months ended March 31, 2026, the Company also recognized changes in the fair value of the forward sale securities (as further described below) as other income.

The Company’s sponsor is Cantor EP Holdings II, LLC (the “Sponsor”). The registration statements for the Initial Public Offering were declared effective on May 1, 2025. On May 5, 2025, the Company consummated the Initial Public Offering of 24,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the “Public Shares”) at a purchase price of $10.00 per share, generating gross proceeds of $240,000,000, as described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 580,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor, at a purchase price of $10.00 per share, in a private placement (the “Private Placement”), generating gross proceeds of $5,800,000, as described in Note 4.

The net proceeds of the Private Placement were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).

Offering costs amounted to approximately $5,300,000, consisting of $4,900,000 of underwriting fees and approximately $400,000 of other costs.

Following the closing of the Initial Public Offering and the Private Placement on May 5, 2025, an amount of $240,000,000 ($10.00 per share) from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account were initially held in an account at J.P. Morgan Chase Bank, N.A., and on May 6, 2025, were transferred to an account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor. The Trust Account may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company, until the earlier of: (i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below.

Business Combination — The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating the Business Combination. There is no assurance that the Company will be able to complete the Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of

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the agreement to enter into the Business Combination. However, the Company will only complete the Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (which, as of March 31, 2026 and December 31, 2025, was $10.51 and $10.43 per Public Share, respectively, and for both periods, inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note (as defined below) in the applicable Redemption Event (as defined below)). The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). In such case, the Company will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (as may be amended, the “Amended and Restated Memorandum and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination. If, however, shareholder approval of the Business Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Business Combination, or if they vote at all. If the Company seeks shareholder approval in connection with the Business Combination, the Sponsor and the Company’s directors and officers have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). In addition, the Sponsor and the Company’s directors and officers have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of the Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Business Combination Agreement — On October 27, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”), with Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“Pubco”), Pinecrest Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“CEPT Merger Sub”), and Senna Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Securitize Merger Sub”).

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as the surviving entity (the “CEPT Merger”), in accordance with which (i) the Company’s shareholders holding Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), will receive one Class A ordinary share in exchange for each Class B ordinary share held by such shareholder immediately prior to the CEPT Merger (other than certain Class B ordinary shares surrendered by the Sponsor) and (ii) immediately thereafter, each Class A ordinary share will be cancelled and cease to exist, in exchange for the right of Company shareholders holding Class A ordinary shares to receive one share of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”), for each Class A ordinary share held by such shareholder at the time of the CEPT Merger (other than any Public Shares which are the subject of valid redemption requests and any treasury shares), and (b) at least two hours after the CEPT Merger, Securitize 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”), in accordance with which the holders (the “Securitize Stockholders”) of common stock of Securitize (“Securitize Common Stock”) will receive a number of shares of Pubco Common Stock in exchange for their shares of Securitize Common Stock as determined in accordance with the Business Combination Agreement. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Securitize Business Combination”), CEPT Merger Sub and Securitize will become wholly-owned subsidiaries 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 and in accordance with applicable law.

Contemporaneously with the execution of the Business Combination Agreement, the Company, Pubco 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 immediately prior to the CEPT Merger, 22,500,000 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 $225,000,000 (the “PIPE Investment”). PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of Class A ordinary shares in the public market, subject to certain restrictions set forth therein.

Contemporaneously with the execution of the Business Combination Agreement, the Company, Pubco, Securitize and the Sponsor entered into the Sponsor Support Agreement, dated as of October 27, 2025 (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its Class A ordinary shares and Class B ordinary shares in favor of the Business Combination Agreement and the Securitize Business Combination and each of the other proposals to be presented to the Company’s shareholders at the extraordinary general meeting of the Company’s shareholders to be held in connection with the Securitize Business Combination, (ii) to vote its Class A ordinary shares and Class B ordinary shares against certain other transactions and matters, (iii) to waive the anti-dilution rights of the Class B ordinary shares set forth in the Amended and Restated Memorandum and Articles, (iv) to comply with the restrictions imposed by the letter agreement, dated as of May 2, 2025, by and among the Company, the Sponsor and the other parties thereto (the “Insider Letter”), including the restrictions on transferring and redeeming Class A ordinary shares and Class B ordinary shares in connection with the Securitize Business Combination, (v) to surrender, for no consideration, up to 30% of its Founder Shares (as defined in Note 4) immediately prior to, and conditioned upon, the consummation of the CEPT Merger (such number of surrendered Founder Shares to be determined pursuant to a formula taking into account the number of shares redeemed by Company shareholders in the Securitize Business Combination and the gross proceeds from the PIPE Investment exceeding $100,000,000), (vi) that the shares of Pubco Common Stock received by the Sponsor in exchange for its Founder Shares (other than any surrendered shares) (any such remaining shares, the “Post-Combination Founder Shares”) will be subject to a six month lock-up, subject to early release, and (vii) to subject up to 30% of its Post-Combination Founder Shares to forfeiture and vesting based on an earn-out during the five year period after the Closing on the terms and conditions set forth in the Sponsor Support Agreement.

Certain of the Company’s existing agreements will be amended or amended and restated in connection with the Securitize Business Combination.

For more information regarding the Securitize Business Combination, refer to the Company’s filings with the SEC, including the Current Reports on Form 8-K filed by the Company with the SEC on October 28, 2025, October 30, 2025 and November 13, 2025, Pubco’s Registration Statement on Form S-4 (File No. 333-293022) initially filed with the SEC on January 28, 2026 (as amended from time to time), and the other filings the Company and Pubco may make from time to time with the SEC.

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Forward Sale Securities — As described above, in connection with the Securitize Business Combination, pursuant to the PIPE Subscription Agreements, the PIPE Investors committed to purchase a certain number of Class A ordinary shares, at $10.00 per share, in exchange for cash. The PIPE Investors also have the option to purchase the Class A ordinary shares in the public market at a price that is less than the redemption price, subject to certain restrictions set forth in the PIPE Subscription Agreements. The PIPE Shares are referred in the Company’s unaudited condensed consolidated financial statements and the footnotes as the forward sale securities.

Failure to Consummate the Business Combination — The Company has until May 5, 2027, or until such earlier liquidation date as the Company’s board of directors may approve or such later date as the Company’s shareholders may approve pursuant to the Amended and Restated Memorandum and Articles (the “Combination Period”), to consummate the Business Combination. If the Company is unable to complete the Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares held by them if the Company fails to complete the Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial redemption amount of $10.15 per share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.15 per share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note). This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm and the underwriters of the Initial Public Offering), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of both March 31, 2026 and December 31, 2025, the Company had $25,000 of cash in its operating account. As of March 31, 2026 and December 31, 2025, the Company had a working capital deficit of approximately $2,916,000 and approximately $1,472,000, respectively. As of March 31, 2026 and December 31, 2025, approximately $8,753,000 and approximately $6,617,000, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

The Company’s liquidity needs through March 31, 2026 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $160,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the sale of the Private

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Placement Shares not held in the Trust Account and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), of which approximately $605,000 and approximately $397,000 has been drawn by the Company as of March 31, 2026 and December 31, 2025, respectively. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). As of both March 31, 2026 and December 31, 2025, the Company did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable and consummating the Securitize Business Combination.

Basis of Presentation

The unaudited condensed consolidated financial statements are presented in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2026 and the results of operations, comprehensive income (loss), and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 6, 2026.

Principles of Consolidation

The unaudited condensed consolidated financial statements of the Company include its wholly-owned subsidiary. All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

In connection with the Company’s going concern considerations in accordance with guidance in ASC 205-40 Presentation of Financial Statements — Going Concern, the Company has until May 5, 2027 to consummate the Business Combination. The Company’s mandatory liquidation date, if the Business Combination is not consummated, raises substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should the Company be unable to continue as a going concern. As discussed above, in the event of a mandatory liquidation, within ten business days, the Company will redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, and including $0.15 per redeemed share to be funded pursuant to the Sponsor Note, divided by the number of then outstanding Public Shares. As of March 31, 2026 and December 31, 2025, the redemption value per Public Share was $10.51 and $10.43, respectively.

Emerging Growth Company

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requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the forward sale securities. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both March 31, 2026 and December 31, 2025.

Available-for-Sale Debt Securities

The Company’s investments held in the Trust Account as of both March 31, 2026 and December 31, 2025 comprised of a direct investment in U.S. government treasury bills.

The Company accounts for its investment in debt securities in accordance with the guidance in ASC 320, Investments — Debt and Equity Securities. When the Company has the ability and positive intent to hold debt securities until maturity, such securities are classified as held-to-maturity and carried at amortized cost. None of the Company’s debt securities met the criteria for held-to-maturity classification as of both March 31, 2026 and December 31, 2025. As the Company does not have the ability or positive intent to hold its debt securities until maturity, the securities are classified as available-for-sale. Unrealized gains and losses from available-for-sale debt securities carried at fair value are reported as a separate component of Accumulated other comprehensive income in shareholders’ deficit. Interest income recognized on the unaudited condensed consolidated statements of operations reflects accretion of discount. Investments in debt securities are recorded on a trade-date basis.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and investments in the U.S. government debt securities held in the Trust Account. For both the three months ended March 31, 2026 and 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Under ASC 820, Fair Value Measurement (“ASC 820”), “fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820 approximates the carrying amounts presented in the consolidated balance sheets, primarily due to their short-term nature, with the exception of the available-for-sale debt securities and forward sale securities.

Offering Costs Associated with the Initial Public Offering

Forward Sale Securities

The Company accounts for the forward sale securities as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the PIPE Subscription Agreements using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the forward sale securities are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the forward sale securities are indexed to the Company’s own shares. This assessment, which requires the use of professional judgment, is conducted at the time of the execution of the PIPE Subscription Agreements and as of each subsequent quarterly period-end date while the forward sale securities are outstanding. The forward sale securities that do not meet all the criteria for equity classification are required to be recorded at their initial fair value at the time of the execution of the PIPE Subscription Agreements and on each balance sheet date thereafter. Changes in the estimated fair value of the forward sale securities are recognized on the unaudited condensed consolidated statements of operations in the period of the change.

The Company accounts for the forward sale securities in accordance with guidance in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, pursuant to which the forward sale securities do not meet the criteria for equity classification and must be recorded as liabilities or assets. See Note 8 for further discussion of the methodology used to determine the fair value of the forward sale securities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of both March 31, 2026 and December 31, 2025, 24,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A

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ordinary shares. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption, as presented in the accompanying consolidated balance sheets, are reconciled in the following table:

Gross proceeds	$	240,000,000
Less:
Issuance costs allocated to Class A ordinary shares subject to possible redemption		(5,302,338	)
Plus:
Accretion of carrying value to redemption value		15,519,715
Class A ordinary shares subject to possible redemption, December 31, 2025	$	250,217,377
Plus:
Accretion of carrying value to redemption value		2,135,811
Class A ordinary shares subject to possible redemption, March 31, 2026	$	252,353,188

Net Income (Loss) Per Ordinary Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding for the applicable periods. The Company applies the two-class method in calculating earnings per share and allocates net income (loss) pro rata to Class A ordinary shares subject to possible redemption, nonredeemable Class A ordinary shares and Class B ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value is not in excess of the fair value.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

	For the Three Months Ended March 31, 2026						For the Three Months Ended March 31, 2025
	Class A – Public shares		Class A – Private placement shares		Class B – Ordinary shares		Class A – Public shares		Class A – Private placement shares		Class B – Ordinary shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	1,880,766	$	45,452	$	470,192	$	—	$	—	$	(27,148	)
Denominator:
Basic and diluted weighted average number of ordinary shares outstanding		24,000,000		580,000		6,000,000		—		—		6,000,000
Basic and diluted net income (loss) per ordinary share	$	0.08	$	0.08	$	0.08	$	—	$	—	$	(0.00	)

Income Taxes

Income taxes are accounted for using the asset and liability method as prescribed under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management

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is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from management’s estimates under different assumptions or conditions.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of both March 31, 2026 and December 31, 2025, the Company has not recorded any amounts related to uncertain tax positions.

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company recorded no income tax provision for the periods presented.

Segment Reporting

The Company has one reportable segment. See Note 9 — Segment Information for additional information.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance was issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level. The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were previously required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures previously required under ASC 280. The Company adopted the standard on the required effective date for the financial statements issued for the annual reporting periods beginning on January 1, 2024 and applies the guidance for the interim periods beginning on January 1, 2025. The adoption of the new guidance did not have an impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted the standard on the required effective date for the Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2025. The adoption of this guidance did not have a material impact on the footnotes to the Company’s consolidated financial statements and had no impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements. The Conceptual Framework establishes concepts that the FASB considers in developing standards. The ASU was issued to remove references to the Conceptual Framework in the Codification. The FASB noted that references to the Concepts Statements in the Codification could have implied that the Concepts Statements are authoritative. Also, some of the references removed were to Concepts Statements that are superseded. The Company adopted the standard on the required effective date beginning on January 1, 2025 using a prospective transition method for all new transactions recognized on or after the effective date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

New Accounting Pronouncements

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entities to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period. Specified expenses, gains or losses that are already disclosed under existing U.S. GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts will need to be described qualitatively. The new guidance will become effective for the Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance clarifies the current interim disclosure requirements and their applicability. The ASU is intended to address feedback from stakeholders that the current guidance is difficult to navigate. The amendments do not change the fundamental nature or expand or reduce the disclosure requirements of interim reporting. The ASU creates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The new guidance will become effective for the Company beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The guidance clarifies, corrects errors in or makes other improvements to a variety of topics in the Codification that are intended to make it easier to understand and apply. The amendments apply to all reporting entities in the scope of the affected accounting guidance. The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

SEC Rule on Climate-Related Disclosures

In March 2024, the SEC adopted final rules relating to The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in a note to their audited financial statements. The disclosures under the final rules would include certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented. If carbon offsets or renewable energy credits or certificates (“RECs”) are deemed a material component of the registrant’s plans to achieve its disclosed climate-related targets, registrants would be required to disclose information about the offsets and RECs. Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements. Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited

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financial statements are included in the filing. In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules. Absent these developments, the rules would have been effective for the Company upon its registration under the Exchange Act on May 1, 2025 and phased in starting in 2027. Management is continuing to monitor the developments pertaining to the rules and any resulting potential impacts on the Company’s unaudited condensed consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 24,000,000 Class A ordinary shares at a price of $10.00 per share.

Note 4 — Related Party Transactions

Founder Shares

In November 2020, the Sponsor purchased 14,375,000 Class B ordinary shares for a purchase price of $25,000. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, the Company issued 1,000,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 6,000,000 shares (the “Founder Shares”). The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination, as described in Note 5, and are subject to certain transfer restrictions, as described in Note 7. Further, pursuant to the Sponsor Support Agreement, solely in connection with the Securitize Business Combination, subject to and conditioned upon the Closing, the Sponsor agreed to surrender, for no consideration, up to 30% of its Founder Shares immediately prior to the consummation of the CEPT Merger.

The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Pursuant to the Sponsor Support Agreement, in connection with the Closing, the Company, Pubco and the Sponsor will enter into an amendment to the transfer restrictions set forth above so that the shares of Pubco Common Stock received by the Sponsor in exchange for its Founder Shares (other than any surrendered shares) will be subject to a six month lock-up, subject to early release.

Private Placement Shares

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 580,000 Private Placement Shares at a price of $10.00 per share ($5,800,000 in the aggregate) in the Private Placement. The net proceeds from the Private Placement were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with the completion of the Business Combination or otherwise. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the Business Combination.

Investments Held in the Trust Account

Starting on May 6, 2025, the Company’s investments in U.S. government treasury bills have been held in the Trust Account that is custodied by CF Secured with Continental acting as trustee.

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Underwriter

Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).

Business Combination Marketing Agreement

The Company has engaged CF&Co. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee of $8,400,000 for such services upon the consummation of the Business Combination.

M&A Engagement Letter

On October 10, 2025, the Company entered into a letter agreement with CF&Co. (the “M&A Engagement Letter”), pursuant to which the Company engaged CF&Co. as its exclusive financial advisor for the Securitize Business Combination. Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1.0% of the total value of the shares of Pubco Common Stock issued to Securitize stockholders at the Closing with such shares valued at $10.00 per share (the “Securitize Equity Value”), and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing).

PIPE Engagement Letter

On September 25, 2025, the Company entered into a letter agreement with Securitize, Pubco, Citigroup Global Markets Inc. (“Citi”), and CF&Co. (the “PIPE Engagement Letter”), pursuant to which the Company, Securitize and Pubco engaged Citi and CF&Co. as co-placement agents for the PIPE Investment. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. and Citi each will receive a cash fee at the Closing equal to approximately $4,296,000 (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize).

Sponsor Support Agreement

On October 27, 2025, the Company entered into the Sponsor Support Agreement with the Sponsor, Pubco and Securitize, as described in Note 1.

Related Party Loans

In order to finance transaction costs in connection with the Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor. The Sponsor Loan does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account. As of March 31, 2026 and December 31, 2025, the Company had approximately $605,000 and approximately $397,000, respectively, outstanding under the Sponsor Loan.

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If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Any Working Capital Loans will be repayable by the Company upon consummation of the Business Combination out of the proceeds of the Trust Account released to the Company; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the lender’s option, all or any portion of the amount outstanding under any Working Capital Loans may be converted into Class A ordinary shares at a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of both March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

In addition, the Sponsor has agreed to lend the Company up to $3,600,000 pursuant to a promissory note (the “Sponsor Note”) in connection with the consummation of the Business Combination, an extension of time for the Company to consummate the Business Combination or the Company’s liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Note may be converted into Class A ordinary shares at a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note. As of both March 31, 2026 and December 31, 2025, no Redemption Events have occurred.

Administrative Services Agreement

The Company has agreed to pay $10,000 a month to the Sponsor for office space, administrative and shared personnel support services. Services commenced on May 2, 2025, the date the Class A ordinary shares were first listed on the Nasdaq Stock Market, and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. During the three months ended March 31, 2026 and 2025, the Company incurred $30,000 and $0, respectively, for these services.

Note 5 — Commitments and Contingencies

Registration Rights Agreement

Pursuant to a registration rights agreement entered into on May 1, 2025, the holders of Founder Shares (only after conversion of such shares to Class A ordinary shares), the Private Placement Shares and any Class A ordinary shares issued upon conversion of up to $1,750,000 pursuant to the Sponsor Loan, any borrowings under the Working Capital Loans, up to $3,600,000 pursuant to the Sponsor Note and any additional loans are entitled to registration rights. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

CF&Co. was paid a cash underwriting discount of $4,800,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation.

Business Combination Marketing Agreement

The Company has engaged CF&Co. as an advisor in connection with the Business Combination (see Note 4).

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M&A Engagement Letter

The Company has engaged CF&Co. as its exclusive financial advisor for the Securitize Business Combination (see Note 4).

PIPE Engagement Letter

The Company has engaged CF&Co. and Citi to provide placement agent services in connection with the PIPE Investment (see Note 4).

Independent Directors Compensation

Commencing on May 1, 2025, the Company compensates its independent directors through cash payments for their services on the Company’s board of directors. As a result, during the three months ended March 31, 2026 and 2025, the Company recognized $25,000 and $0, respectively, of compensation expense on its unaudited condensed consolidated statements of operations. The corresponding accrued compensation payable recognized on the Company’s consolidated balance sheets was $25,000 as of both March 31, 2026 and December 31, 2025.

Risks and Uncertainties

The Company’s results of operations and its ability to complete the Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s results of operations and its ability to consummate the Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, fluctuations in interest rates, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. Management continues to evaluate the impact of these factors and has concluded that while it is reasonably possible that these factors could have an effect on the Company’s financial position, results of its operations and completion of the Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 6 — Available-for-Sale Debt Securities

The following tables present the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account:

March 31, 2026		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses				Fair Value
U.S. government debt securities(1)(2)		$	248,730,877		$	168,746		$	(146,459	)		$	248,753,164

December 31, 2025		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses				Fair Value
U.S. government debt securities(1)(2)		$	246,479,306		$	168,746		$	(30,699	)		$	246,617,353

____________

(1) Contractual maturities are one year or less.

(2) No debt securities were in an unrealized loss position.

The Company did not have any sales of its available-for-sale debt securities during the three months ended March 31, 2026.

Note 7 — Shareholders’ Deficit

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of both March 31, 2026 and December 31, 2025, there were 580,000 Class A ordinary shares issued and outstanding, excluding 24,000,000 Class A ordinary shares subject to possible redemption.

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Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. In November 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, the Company issued 1,000,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 6,000,000 shares. Information contained in the unaudited condensed consolidated financial statements has been retroactively adjusted for the surrender and cancellation and capitalization. As of both March 31, 2026 and December 31, 2025, there were 6,000,000 Class B ordinary shares issued and outstanding.

Prior to the consummation of the Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment and removal of directors and be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of the Company approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands). Other than as described above, holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination or at any time and from time to time at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Class A ordinary shares issued in connection with the conversion of Class B ordinary shares issued prior to the consummation of the Business Combination are subject to the same restrictions as applied to Class B ordinary shares prior to such conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of both March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Note 8 — Fair Value Measurement on a Recurring Basis

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are:

• Level 1 measurements — unadjusted observable inputs such as quoted prices for identical instruments in active markets;

• Level 2 measurements — inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

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• Level 3 measurements — unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

March 31, 2026

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets:
Assets held in Trust Account – U.S. government debt securities	$	248,753,164	$	—	$	—	$	248,753,164
Total	$	248,753,164	$	—	$	—	$	248,753,164
Liabilities:
Forward sale securities liability	$	—	$	—	$	2,983,500	$	2,983,500
Total	$	—	$	—	$	2,983,500	$	2,983,500

December 31, 2025

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets:
Assets held in Trust Account – U.S. government debt securities	$	246,617,353	$	—	$	—	$	246,617,353
Total	$	246,617,353	$	—	$	—	$	246,617,353
Liabilities:
Forward sale securities liability	$	—	$	—	$	4,608,560	$	4,608,560
Total	$	—	$	—	$	4,608,560	$	4,608,560

As of both March 31, 2026 and December 31, 2025, Level 1 assets include a direct investment in the U.S. government treasury bills classified as available-for-sale debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Forward Sale Securities

The forward sale securities to be issued under the PIPE Subscription Agreements were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate purchase price of $225,000,000 pursuant to the PIPE Subscription Agreements is discounted to present value and compared to the fair value of the Class A ordinary shares to be issued pursuant to the PIPE Subscription Agreements. The fair value of the Class A ordinary shares to be issued under the PIPE Subscription Agreements is based on the trading price of the Public Shares. The excess (liability) or deficit (asset) of the fair value of the Class A ordinary shares to be issued compared to the $225,000,000 purchase price is then adjusted by the probability, which is determined based on observed success rates of business combinations for third-party special purpose acquisition companies. The probability is the primary unobservable input utilized in

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determining the fair value of the forward sale securities. Significant changes in this unobservable input may result in significantly lower or higher fair value measurement. As of March 31, 2026 and December 31, 2025, the probability used to derive the fair value of the forward sale securities liability was approximately 10.6% and approximately 12.8%, respectively.

The following table presents the change in the fair value of the forward sale securities liability for the three months ended March 31, 2026:

	Forward Sale Securities
Fair value as of December 31, 2025	$	(4,608,560	)
Change in valuation inputs or other assumptions(1)		1,625,060
Fair value as of March 31, 2026	$	(2,983,500	)

____________

(1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of forward sale securities in the unaudited condensed consolidated statements of operations.

Note 9 — Segment Information

The Company has not yet commenced operations, thus all activity for the three months ended March 31, 2026 and 2025 relates to the Company’s formation, the Initial Public Offering, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company has identified its Chairman and Chief Executive Officer as the chief operating decision maker (the “CODM”). The Company consists of one reportable segment, because the resource allocation and assessment of performance of the entity’s business activities by the CODM are performed using the entity-wide operating results. The net income (loss) is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess financial performance. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM also reviews interest income and general and administrative expenses included in the net income (loss). The CODM reviews interest income on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy for investing the Trust Account funds while maintaining compliance with the terms of the trust agreement. In addition, the CODM reviews and monitors general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period and to ensure expenses are aligned with the underlying contractual agreements.

The Company does not have operating income and therefore, it does not have any operating revenues. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three months ended March 31, 2026 and 2025, the Company earned approximately $2,252,000 and $0, respectively, of interest income on investments held in the Trust Account. The Company’s significant segment expenses were general and administrative expenses, which were approximately $1,451,000 and approximately $27,000 for the three months ended March 31, 2026 and 2025, respectively. The other segment expenses were administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to $30,000 and $0 for the three months ended March 31, 2026 and 2025, respectively. The other segment income was the gain from the change in fair value of the forward sale securities, which amounted to approximately $1,625,000 and $0 for the three months ended March 31, 2026 and 2025, respectively. Refer to the Company’s unaudited condensed consolidated statements of operations for additional information.

As of March 31, 2026 and December 31, 2025, the Company had total assets of approximately $248,999,000 and approximately $246,836,000, respectively. See the Company’s consolidated balance sheets for additional information.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of
Cantor Equity Partners II, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cantor Equity Partners II, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2024.

New York, New York
March 6, 2026
PCAOB Number 100

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CANTOR EQUITY PARTNERS II, INC.
CONSOLIDATED BALANCE SHEETS

	December 31, 2025			December 31, 2024
Assets:
Current Assets:
Cash	$	25,000		$	—
Prepaid expenses		145,000			—
Total Current Assets		170,000			—
Available-for-sale debt securities held in Trust Account, at fair value (amortized cost $246,479,306)		246,617,353			—
Deferred offering costs		—			106,544
Other assets		48,747			—
Total Assets	$	246,836,100		$	106,544

Liabilities and Shareholders’ Deficit:
Current Liabilities:
Accrued expenses	$	1,244,876		$	94,586
Notes payable – related party		397,381			79,900
Total Current Liabilities		1,642,257			174,486
Forward sale securities liability		4,608,560			—
Total Liabilities		6,250,817			174,486

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 24,000,000 and 0 shares issued and outstanding at redemption value of $10.43 and $0 per share as of December 31, 2025 and 2024, respectively		250,217,377			—

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of both December 31, 2025 and 2024		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 580,000 shares issued and outstanding (excluding 24,000,000 shares subject to possible redemption) as of December 31, 2025 and none issued or outstanding as of December 31, 2024		58			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,000,000 shares issued and outstanding as of both December 31, 2025 and 2024		600			600	(1)
Additional paid-in capital		—			24,400
Accumulated deficit		(9,770,799	)		(92,942	)
Accumulated other comprehensive income		138,047			—
Total Shareholders’ Deficit		(9,632,094	)		(67,942	)

Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit	$	246,836,100		$	106,544

____________

(1) The number of shares and the amount have been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7).

The accompanying notes are an integral part of these consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31, 2025			Year Ended December 31, 2024
General and administrative costs	$	1,773,577		$	70,682
Administrative expenses – related party		79,677			—
Loss from operations		(1,853,254	)		(70,682	)
Interest income on investments held in the Trust Account		6,479,330			—
Change in fair value of forward sale securities		(4,608,560	)		—
Net income (loss)	$	17,516		$	(70,682	)

Weighted average number of ordinary shares outstanding:
Class A – Public shares		15,846,575			—
Class A – Private placement		382,959			—
Class B – Ordinary shares(1)		6,000,000			6,000,000	(2)
Basic and diluted net income (loss) per share:
Class A – Public shares	$	0.00		$	—
Class A – Private placement	$	0.00		$	—
Class B – Ordinary shares	$	0.00		$	(0.01	)

____________

(1) The number of shares has been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7).

(2) This number has been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on June 6, 2024 (See Note 7).

The accompanying notes are an integral part of these consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31, 2025		Year Ended December 31, 2024
Net income (loss)	$	17,516	$	(70,682	)
Other comprehensive income:
Change in unrealized appreciation of available-for-sale debt securities		138,047		—
Total other comprehensive income		138,047		—
Comprehensive income (loss)	$	155,563	$	(70,682	)

The accompanying notes are an integral part of these consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the Years Ended December 31, 2025 and 2024

	Ordinary Shares								Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total Shareholders’ Equity (Deficit)
	Class A			Class B
	Shares	Amount		Shares		Amount
Balance – December 31, 2023	—	$	—	6,000,000	(1)(2)	$	600	(1)(2)	$	24,400		$	(22,260	)	$	—	$	2,740
Net loss	—		—	—			—			—			(70,682	)		—		(70,682	)
Balance – December 31, 2024	—	$	—	6,000,000	(1)	$	600	(1)	$	24,400		$	(92,942	)	$	—	$	(67,942	)
Sale of Class A ordinary shares to Sponsor in private placement	580,000		58	—			—			5,799,942			—			—		5,800,000
Accretion of redeemable Class A ordinary shares to redemption value	—		—	—			—			(5,824,342	)		(9,695,373	)		—		(15,519,715	)
Other comprehensive income	—		—	—			—			—			—			138,047		138,047
Net income	—		—	—			—			—			17,516			—		17,516
Balance – December 31, 2025	580,000	$	58	6,000,000		$	600		$	—		$	(9,770,799	)	$	138,047	$	(9,632,094	)

____________

(2) The number of shares and the amounts have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on June 6, 2024 (See Note 7).

The accompanying notes are an integral part of these consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	17,516		$	(70,682	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
General and administrative expenses paid by related party		486,484			—
Interest income on investments held in the Trust Account		(6,479,330	)		—
Change in fair value of forward sale securities		4,608,560			—
Changes in operating assets and liabilities:
Deferred offering costs		106,544			(106,544	)
Prepaid expenses		201,667			2,740
Other assets		(48,747	)		—
Accrued expenses		1,150,290			94,586
Net cash provided by (used in) operating activities		42,984			(79,900	)

Cash flows from investing activities:
Maturity of available-for-sale debt securities held in Trust Account		244,925,000			—
Purchase of available-for-sale debt securities held in Trust Account		(484,924,976	)		—
Net cash used in investing activities		(239,999,976	)		—

Cash flows from financing activities:
Proceeds received from initial public offering		240,000,000			—
Proceeds received from private placement		5,800,000			—
Offering costs paid		(5,089,259	)		—
Deferred offering costs paid by related party		(213,079	)		—
Proceeds from Notes payable – related party		477,207			79,900
Payment on Notes payable – related party		(159,726	)		—
Payment on Payable to related party		(833,151	)		—
Net cash provided by financing activities		239,981,992			79,900

Net change in Cash		25,000			—
Cash – beginning of the period		—			—
Cash – end of the period	$	25,000		$	—

Supplemental disclosure of non-cash activities:
Deferred offering costs included in Accrued expenses	$	—		$	76,044

The accompanying notes are an integral part of these consolidated financial statements.

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CANTOR EQUITY PARTNERS II, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization, Business Operations and Basis of Presentation

Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2025, the Company had not commenced operations. All activity through December 31, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the year ended December 31, 2025, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement (as defined below) to generate non-operating income in the form of interest income from direct investments in U.S. government debt securities. During the year ended December 31, 2025, the Company also recognized changes in the fair value of the forward sale securities (as further described below) as other loss.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 580,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor at a price of $10.00 per share in a private placement (the “Private Placement”), generating gross proceeds of $5,800,000, as described in Note 4.

Offering costs amounted to approximately $5,300,000, consisting of $4,900,000 of underwriting fees and approximately $400,000 of other costs.

Following the closing of the Initial Public Offering and the Private Placement on May 5, 2025, an amount of $240,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares and the Private Placement Shares (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account were initially held in an account at J.P. Morgan Chase Bank, N.A., and on May 6, 2025, were transferred to an account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor. The Trust Account may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company, until the earlier of: (i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below.

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Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete the Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (which, as of December 31, 2025, was $10.43 per Public Share, inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note (as defined below) in the applicable Redemption Event (as defined below)). The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). In such case, the Company will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (as may be amended, the “Amended and Restated Memorandum and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination. If, however, shareholder approval of the Business Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Business Combination, or if they vote at all. If the Company seeks shareholder approval in connection with the Business Combination, the Sponsor and the Company’s directors and officers have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). In addition, the Sponsor and the Company’s directors and officers have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of the Business Combination.

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Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing” and the date of the Closing, the “Closing Date”), (a) the Company will merge with and into CEPT Merger Sub, with CEPT Merger Sub continuing as the surviving entity (the “CEPT Merger”), in accordance with which (i) the Company’s shareholders holding Class B ordinary shares will receive one Class A ordinary share in exchange for each Class B ordinary share held by such shareholder immediately prior to the CEPT Merger (other than certain Class B ordinary shares surrendered by the Sponsor) and (ii) immediately thereafter, each Class A ordinary share will be cancelled and cease to exist, in exchange for the right of Company shareholders holding Class A ordinary shares to receive one share of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”), for each Class A ordinary share held by such shareholder at the time of the CEPT Merger (other than any Public Shares which are the subject of valid redemption requests and any treasury shares), and (b) at least two hours after the CEPT Merger, Securitize 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”), in accordance with which the holders (the “Securitize Stockholders”) of common stock of Securitize (“Securitize Common Stock”) will receive a number of shares of Pubco Common Stock in exchange for their shares of Securitize Common Stock as determined in accordance with the Business Combination Agreement. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Securitize Business Combination”), CEPT Merger Sub and Securitize will become wholly-owned subsidiaries 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 and in accordance with applicable law.

Contemporaneously with the execution of the Business Combination Agreement, the Company, Pubco, Securitize and the Sponsor entered into the Sponsor Support Agreement, dated as of October 27, 2025 (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its Class A ordinary shares and Class B ordinary shares in favor of the Business Combination Agreement and the Securitize Business Combination and each of the other proposals to be presented to the Company’s shareholders at the extraordinary general meeting of the Company’s shareholders to be held in connection with the Securitize Business Combination, (ii) to vote its Class A ordinary shares and Class B ordinary shares against certain other transactions and matters, (iii) to waive the anti-dilution rights of the Class B ordinary shares set forth in the Amended and Restated Memorandum and Articles, (iv) to comply with the restrictions imposed by the letter agreement, dated as of May 2, 2025, by and among the Company, the Sponsor and the other parties thereto (the “Insider Letter”), including the restrictions on transferring and redeeming Class A ordinary shares and Class B ordinary shares in connection with the Securitize Business Combination, (v) to surrender, for no consideration, up to 30% of its Class B ordinary shares immediately prior to, and conditioned upon, the consummation of the CEPT Merger (such number of surrendered Class B ordinary shares to be determined pursuant to a formula taking into account the number of shares redeemed by Company shareholders in the Securitize Business Combination and the gross proceeds from the PIPE Investment exceeding $100,000,000), (vi) that the shares of Pubco Common Stock received by the Sponsor in exchange for its Class B ordinary shares (other than any surrendered shares) (any such remaining shares, the “Post-Combination Founder Shares”) will be subject to a six month lock-up, subject to early release, and (vii) to subject up to 30% of its Post-Combination Founder Shares to forfeiture and vesting based on an earn-out during the five year period after the Closing on the terms and conditions set forth in the Sponsor Support Agreement.

Certain of the Company’s existing agreements will be amended or amended and restated in connection with the Securitize Business Combination.

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Forward Sale Securities — As described above, in connection with the Securitize Business Combination, pursuant to the PIPE Subscription Agreements, the PIPE Investors committed to purchase a certain number of Class A ordinary shares, at $10.00 per share, in exchange for cash. The PIPE Investors also have the option to purchase the Class A ordinary shares in the public market at a price that is less than the redemption price, subject to certain restrictions set forth in the PIPE Subscription Agreements. The PIPE Shares are referred in the Company’s consolidated financial statements and the footnotes as the forward sale securities.

The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares held by them if the Company fails to complete the Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.15 per share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note) initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.15 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm and the underwriters of the Initial Public Offering), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of December 31, 2025 and 2024, the Company had $25,000 and $0, respectively, of cash in its operating account. As of December 31, 2025 and 2024, the Company had a working capital deficit of approximately $1,472,000 and approximately $174,000, respectively. As of December 31, 2025 and 2024, approximately $6,617,000 and $0, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

The Company’s liquidity needs through December 31, 2025 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $160,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the sale of the Private Placement Shares not held in the Trust Account and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $1,750,000 to fund the Company’s expenses

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relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), of which approximately $397,000 and $0 has been drawn by the Company as of December 31, 2025 and 2024, respectively. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). As of both December 31, 2025 and 2024, the Company did not have any borrowings under the Working Capital Loans.

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The consolidated financial statements of the Company include its wholly-owned subsidiary. All intercompany accounts and transactions are eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set

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of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the forward sale securities. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Available-for-Sale Debt Securities

The Company’s investments held in the Trust Account as of December 31, 2025 comprised of a direct investment in U.S. government treasury bills.

The Company accounts for its investment in debt securities in accordance with the guidance in ASC 320, Investments — Debt and Equity Securities. When the Company has the ability and positive intent to hold debt securities until maturity, such securities are classified as held-to-maturity and carried at amortized cost. None of the Company’s debt securities met the criteria for held-to-maturity classification as of December 31, 2025. As the Company does not have the ability or positive intent to hold its debt securities until maturity, the securities are classified as available-for-sale. Unrealized gains and losses from available-for-sale debt securities carried at fair value are reported as a separate component of Accumulated other comprehensive income in shareholders’ deficit. Interest income recognized on the consolidated statements of operations reflects accretion of discount. Investments in debt securities are recorded on a trade-date basis.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and investments in the U.S. government debt securities held in the Trust Account. For both the years ended December 31, 2025 and 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal and other fees incurred in connection with the preparation for the Initial Public Offering. These costs amounted to approximately $5,300,000 and were charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering. Deferred offering costs of approximately $107,000 incurred through the December 31, 2024 balance sheet date consisted of legal fees and other costs that were directly related to the Initial Public Offering.

Forward Sale Securities

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pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the forward sale securities are indexed to the Company’s own shares. This assessment, which requires the use of professional judgment, is conducted at the time of the execution of the PIPE Subscription Agreements and as of each subsequent quarterly period-end date while the forward sale securities are outstanding. The forward sale securities that do not meet all the criteria for equity classification are required to be recorded at their initial fair value at the time of the execution of the PIPE Subscription Agreements and on each balance sheet date thereafter. Changes in the estimated fair value of the forward sale securities are recognized on the consolidated statements of operations in the period of the change.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2025 and 2024, 24,000,000 and 0 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.

As of December 31, 2025 and 2024, the Class A ordinary shares subject to possible redemption, as presented in the accompanying consolidated balance sheets, are reconciled in the following table:

Class A ordinary shares subject to possible redemption, December 31, 2024	$	—
Gross proceeds		240,000,000
Less:
Issuance costs allocated to Class A ordinary shares subject to possible redemption		(5,302,338	)
Plus:
Accretion of carrying value to redemption value		15,519,715
Class A ordinary shares subject to possible redemption, December 31, 2025	$	250,217,377

Net Income (Loss) Per Ordinary Share

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The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

	For the Year Ended December 31, 2025						For the Year Ended December 31, 2024
	Class A – Public shares		Class A – Private placement shares		Class B – Ordinary shares		Class A – Public shares		Class A – Private placement shares		Class B – Ordinary shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	12,486	$	302	$	4,728	$	—	$	—	$	(70,682	)
Denominator:
Basic and diluted weighted average number of ordinary shares outstanding		15,846,575		382,959		6,000,000		—		—		6,000,000
Basic and diluted net income (loss) per ordinary share	$	0.00	$	0.00	$	0.00	$	—	$	—	$	(0.01	)

Income Taxes

ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the consolidated financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from management’s estimates under different assumptions or conditions. The Company recognizes interest and penalties related to unrecognized tax benefits as provision for income taxes on the consolidated statements of operations.

No amounts were accrued for the payment of interest and penalties as of both December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of both December 31, 2025 and 2024, the Company has not recorded any amounts related to uncertain tax positions.

Segment Reporting

The Company has one reportable segment. See Note 9 — Segment Information for additional information.

Recently Adopted Accounting Pronouncements

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about a reportable segment’s profit or loss and assets that were previously required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures previously required under ASC 280. The Company adopted the standard on the required effective date for the financial statements issued for the annual reporting periods beginning on January 1, 2024 and applies the guidance for the interim periods beginning on January 1, 2025. The adoption of the new guidance did not have an impact on the Company’s consolidated financial statements.

New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard improves financial reporting and responds to investor input that additional expense detail is fundamental to understanding the performance of an entity, assessing its prospects for future cash flows, and comparing its performance over time and with that of other entities. The new guidance requires public business entities to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period. Specified expenses, gains or losses that are already disclosed under existing U.S. GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts will need to be described qualitatively. The new guidance will become effective for the Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s consolidated financial statements.

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SEC Rule on Climate-Related Disclosures

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 24,000,000 Class A ordinary shares at a price of $10.00 per share.

Note 4 — Related Party Transactions

Founder Shares

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into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination, as described in Note 5, and are subject to certain transfer restrictions, as described in Note 7. Further, pursuant to the Sponsor Support Agreement, solely in connection with the Securitize Business Combination, subject to and conditioned upon the Closing, the Sponsor agreed to surrender, for no consideration, up to 30% of its Founder Shares immediately prior to the consummation of the CEPT Merger.

The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Pursuant to the Sponsor Support Agreement, in connection with the Closing, the Company, Pubco and the Sponsor will enter into an amendment to the transfer restrictions set forth above so that the shares of Pubco Common Stock received by the Sponsor in exchange for its Class B ordinary shares (other than any surrendered shares) will be subject to a six month lock-up, subject to early release.

Private Placement Shares

Investments Held in the Trust Account

Starting on May 6, 2025, the Company’s investments in U.S. government treasury bills have been held in the Trust Account that is custodied by CF Secured with Continental acting as trustee.

Underwriter

Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).

Business Combination Marketing Agreement

M&A Engagement Letter

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PIPE Engagement Letter

Sponsor Support Agreement

On October 27, 2025, the Company entered into the Sponsor Support Agreement with the Sponsor, Pubco and Securitize, as described in Note 1.

Related Party Loans

On June 6, 2024, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the Pre-IPO Note. The Pre-IPO Note was non-interest bearing and was repaid in full upon completion of the Initial Public Offering. As of December 31, 2025 and 2024, the Company had $0 and approximately $80,000, respectively, outstanding under the Pre-IPO Note.

In order to finance transaction costs in connection with the Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor. The Sponsor Loan does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account. As of December 31, 2025 and 2024, the Company had approximately $397,000 and $0, respectively, outstanding under the Sponsor Loan.

If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Any Working Capital Loans will be repayable by the Company upon consummation of the Business Combination out of the proceeds of the Trust Account released to the Company; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the lender’s option, all or any portion of the amount outstanding under any Working Capital Loans may be converted into Class A ordinary shares at a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of both December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

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Administrative Services Agreement

The Company has agreed to pay $10,000 a month to the Sponsor for office space, administrative and shared personnel support services. Services commenced on May 2, 2025, the date the Class A ordinary shares were first listed on the Nasdaq Stock Market, and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. During the years ended December 31, 2025 and 2024, the Company incurred approximately $80,000 and $0, respectively, for these services.

Note 5 — Commitments and Contingencies

Registration Rights Agreement

Underwriting Agreement

Business Combination Marketing Agreement

The Company has engaged CF&Co. as an advisor in connection with the Business Combination (see Note 4).

M&A Engagement Letter

The Company has engaged CF&Co. as its exclusive financial advisor for the Securitize Business Combination (see Note 4).

PIPE Engagement Letter

The Company has engaged CF&Co. and Citi to provide placement agent services in connection with the PIPE Investment (see Note 4).

Independent Directors Compensation

Commencing on May 1, 2025, the Company compensates its independent directors through cash payments for their services on the Company’s board of directors. As a result, during the years ended December 31, 2025 and 2024, the Company recognized approximately $54,000 and $0, respectively, of compensation expense on its consolidated statements of operations. The corresponding accrued compensation payable recognized on the Company’s consolidated balance sheets was $25,000 and $0 as of December 31, 2025 and 2024, respectively.

Risks and Uncertainties

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Management continues to evaluate the impact of these factors and has concluded that while it is reasonably possible that these factors could have an effect on the Company’s financial position, results of its operations and completion of the Business Combination, the specific impact is not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 6 — Available-for-Sale Debt Securities

The following table presents the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account:

December 31, 2025		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses				Fair Value
U.S. government debt securities(1)(2)		$	246,479,306		$	168,746		$	(30,699	)		$	246,617,353

____________

(1) Contractual maturities are one year or less.

(2) No debt securities were in an unrealized loss position.

The Company did not have any sales of its available-for-sale debt securities during the year ended December 31, 2025.

The Company did not hold any available-for-sale debt securities as of December 31, 2024.

Note 7 — Shareholders’ Equity (Deficit)

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2025, there were 580,000 Class A ordinary shares issued and outstanding, excluding 24,000,000 Class A ordinary shares subject to possible redemption. As of December 31, 2024, there were no Class A ordinary shares issued and outstanding.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. In November 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, the Company issued 1,000,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 6,000,000 shares. Information contained in the consolidated financial statements has been retroactively adjusted for the surrender and cancellation and capitalization. As of both December 31, 2025 and 2024, there were 6,000,000 Class B ordinary shares issued and outstanding.

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majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of both December 31, 2025 and 2024, there were no preference shares issued or outstanding.

Note 8 — Fair Value Measurement on a Recurring Basis

• Level 1 measurements — unadjusted observable inputs such as quoted prices for identical instruments in active markets;

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025, and indicates the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

December 31, 2025

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets:
Assets held in Trust Account – U.S. government debt securities	$	246,617,353	$	—	$	—	$	246,617,353
Total	$	246,617,353	$	—	$	—	$	246,617,353
Liabilities:
Forward sale securities liability	$	—	$	—	$	4,608,560	$	4,608,560
Total	$	—	$	—	$	4,608,560	$	4,608,560

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As of December 31, 2025, Level 1 assets include a direct investment in the U.S. government treasury bills classified as available-for-sale debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The Company did not hold assets or liabilities measured at fair value on a recurring basis as of December 31, 2024.

Forward Sale Securities

The forward sale securities to be issued under the PIPE Subscription Agreements were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate purchase price of $225,000,000 pursuant to the PIPE Subscription Agreements is discounted to present value and compared to the fair value of the Class A ordinary shares to be issued pursuant to the PIPE Subscription Agreements. The fair value of the Class A ordinary shares to be issued under the PIPE Subscription Agreements is based on the trading price of the Public Shares. The excess (liability) or deficit (asset) of the fair value of the Class A ordinary shares to be issued compared to the $225,000,000 purchase price is then reduced to account for the probability of consummation of the Securitize Business Combination. The primary unobservable input utilized in determining the fair value of the forward sale securities is the probability of consummation of the Securitize Business Combination. As of December 31, 2025, the probability assigned to the consummation of the Securitize Business Combination was 12.8%. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies.

The following table presents the change in the fair value of the forward sale securities for the year ended December 31, 2025:

	Forward Sale Securities
Fair value at inception	$	—
Change in valuation inputs or other assumptions(1)		(4,608,560	)
Fair value as of December 31, 2025	$	(4,608,560	)

____________

(1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of forward sale securities in the consolidated statements of operations.

Note 9 — Segment Information

The Company has not yet commenced operations, thus all activity for the years ended December 31, 2025 and 2024 relates to the Company’s formation, the Initial Public Offering, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company has identified its Chairman and Chief Executive Officer as the chief operating decision maker (the “CODM”). The Company consists of one reportable segment, because the resource allocation and assessment of performance of the entity’s business activities by the CODM are performed using the entity-wide operating results. The net income (loss) is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess financial performance. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM also reviews interest income and general and administrative expenses included in the net income (loss). The CODM reviews interest income on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy for investing the Trust Account funds while maintaining compliance with the terms of the trust agreement. In addition, the CODM reviews and monitors general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period and to ensure expenses are aligned with the underlying contractual agreements.

The Company does not have operating income and, therefore, it does not have any operating revenues. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the years ended December 31, 2025 and 2024, the Company earned approximately $6,479,000 and $0, respectively, of interest income on investments held in the Trust Account. The Company’s significant segment expenses were general

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and administrative expenses, which were approximately $1,773,000 and approximately $71,000 for the years ended December 31, 2025 and 2024, respectively. The remaining segment expenses consisted of administrative expenses incurred pursuant to the administrative services agreement with the Sponsor and the loss as a result of the change in fair value of the forward sale securities, which amounted to approximately $4,688,000 and $0 for the years ended December 31, 2025 and 2024, respectively. Refer to the Company’s consolidated statements of operations for additional information.

As of December 31, 2025 and 2024, the Company had total assets of approximately $246,836,000 and approximately $107,000, respectively. See the Company’s consolidated balance sheets for additional information.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the consolidated financial statements.

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SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	14,459,817	$	24,871,555
Digital assets from operations		165,100		1,936,626
Digital assets held for investment		1,177,803		—
Digital assets receivable		2,059,917		2,500,102
Customer escrow funds		15,346,879		44,293,388
Restricted tokenized assets		—		1,722,665
Investments in available-for-sale marketable securities		935,631		928,037
Investments in tokenized assets		11,156,182		12,034,881
Accounts receivable, net		10,458,771		5,321,337
Accounts receivable, related parties		433,409		594,435
Contract assets		10,891,564		12,289,139
Digital assets loan receivable		—		99,647
Digital assets loan receivable, related parties		—		290,356
Deferred offering costs		4,832,374		3,041,602
Prepaid expenses and other current assets		3,117,837		2,483,458
Total current assets		75,035,284		112,407,228

Digital assets receivable, noncurrent		1,619,919		1,556,218
Contract assets, noncurrent		2,927,648		2,982,075
Notes receivable, related parties		8,238,757		5,183,987
Intangible assets, net		20,033,715		20,556,299
Goodwill		26,365,270		26,365,270
Other noncurrent assets		872,986		724,048
Total assets	$	135,093,579	$	169,775,125

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,517,862	$	2,779,997
Interest payable		6,180,032		5,096,492
Accrued expenses and other current liabilities		7,871,490		4,273,592
Deferred revenue		470,359		5,154,656
Customer escrow funds payable		15,341,786		44,187,723
Obligation to return collateral		—		1,722,665
Digital asset borrowings		—		101,109
Total current liabilities		31,381,529		63,316,234

Deferred revenue, noncurrent		1,032,301		1,348,701
Simple agreements for future equity		11,817,000		10,449,000
Convertible promissory notes payable, net		73,773,844		72,562,079
Derivative liability		28,171,000		26,170,000
Option liability		11,300,000		11,390,000
Deferred tax liability		306,642		263,634
Total liabilities		157,782,316		185,499,648

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SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

	March 31, 2026			December 31, 2025
Commitments and contingencies (See Note 17)

Mezzanine equity:
J Digital 6 warrants		1,169,721			731,076
Series B-4 redeemable convertible preferred stock, 2,089,457 shares authorized, issued and outstanding (preference in liquidation of $45,132,272 for both periods)		42,348,900			42,348,900
Series B-3 redeemable convertible preferred stock, 1,219,998 shares authorized, issued and outstanding (preference in liquidation of $21,959,964 for both periods)		21,969,898			21,969,898
Series B-2 redeemable convertible preferred stock, 2,630,197 shares authorized, issued and outstanding (preference in liquidation of $19,103,384 for both periods)		24,387,798			24,387,798
Series B-1 redeemable convertible preferred stock, 2,881,387 shares authorized, issued and outstanding (preference in liquidation of $26,159,824 for both periods)		21,407,747			21,407,747
Series A redeemable convertible preferred stock, 2,999,412 shares authorized, issued and outstanding (preference in liquidation of $14,501,257 for both periods)		14,700,686			14,700,686
Total mezzanine equity		125,984,750			125,546,105

Stockholders’ deficit:
Common stock, $0.0001 par value; 33,159,331 shares authorized at March 31, 2026, and December 31, 2025; 8,700,776 shares issued at March 31, 2026 and December 31, 2025; 8,550,776 shares outstanding at March 31, 2026 and December 31, 2025.		870			870
Class A common stock, $0.0001 par value; 5,100,000 shares authorized; 332,235 and 293,768 issued and outstanding at March 31, 2026 and December 31, 2025, respectively.		33			29
Treasury stock, 150,000 shares at cost		(1,599,978	)		(1,599,978	)
Additional paid-in capital		25,216,810			24,736,907
Accumulated deficit		(173,435,490	)		(165,502,838	)
Accumulated other comprehensive income		1,144,268			1,094,382
Total stockholders’ deficit		(148,673,487	)		(141,270,628	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	135,093,579		$	169,775,125

See notes to the unaudited condensed consolidated financial statements.

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SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS

	Three Months Ended March 31,
	2026			2025
Revenue	$	19,478,466		$	14,034,019

Operating costs and expenses:
Cost of revenue (exclusive of items shown below)		4,469,890			1,746,657
Selling, general & administrative		7,738,093			3,321,181
Compensation and benefits		9,100,598			11,973,536
Provision for expected credit losses		285,453			74,388
Loss on digital assets from operations, net		286,592			850,660
Total operating costs and expenses		21,880,626			17,966,422
Loss from operations		(2,402,160	)		(3,932,403	)
Other income (expense):
Interest expense		(2,268,575	)		(1,450,891	)
Interest income		237,114			167,491
Dividend income		153,452			41,834
Loss on digital assets held for investments, net		(920,467	)		—
Other income, net		589,992			580,510
Change in fair value of simple agreements for future equity		(1,368,000	)		(66,000	)
Change in fair value of derivative liability		(2,001,000	)		(290,000	)
Change in fair value of option liability		90,000			490,000
Total other expense, net		(5,487,484	)		(527,056	)
Net loss from continuing operations before income taxes		(7,889,644	)		(4,459,459	)
Provision for income taxes		(43,008	)		(82,059	)
Net loss from continuing operations		(7,932,652	)		(4,541,518	)
Net loss from discontinued operations		—			(583,339	)
Net loss		(7,932,652	)		(5,124,857	)
Deemed dividend to preferred stockholders		—			(1,493,539	)
Net loss attributable to common stockholders	$	(7,932,652	)	$	(6,618,396	)

Net loss per share of common stock and Class A common stock – basic and diluted	$	(0.88	)	$	(0.75	)

Net loss from continuing operations per share of common stock and Class A common stock – basic and diluted	$	(0.88	)	$	(0.68	)

Net loss from discontinued operations per share of common stock and Class A common stock – basic and diluted	$	—		$	(0.07	)

Weighted average common stock and Class A common stock shares outstanding – basic and diluted		8,997,924			8,812,021

Other comprehensive income:
Foreign currency translation adjustment		49,886			73,228
Total other comprehensive income		49,886			73,228
Comprehensive loss	$	(7,882,766	)	$	(5,051,629	)

See notes to the unaudited condensed consolidated financial statements.

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SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

	J Digital 6 Warrants			Series B-4 Redeemable Convertible Preferred Stock			Series B-3 Redeemable Convertible Preferred Stock			Series B-2 Redeemable Convertible Preferred Stock			Series B-1 Redeemable Convertible Preferred Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at January 1, 2026	—	$	731,076	2,089,457	$	42,348,900	1,219,998	$	21,969,898	2,630,197	$	24,387,798	2,881,387	$	21,407,747
Foreign currency translation adjustment	—		—	—		—	—		—	—		—	—		—
Share-based compensation expense	—		438,645	—		—	—		—	—		—	—		—
Exercise of stock options	—		—	—		—	—		—	—		—	—		—
Net loss	—		—	—		—	—		—	—		—	—		—
Balance at March 31, 2026	—	$	1,169,721	2,089,457	$	42,348,900	1,219,998	$	21,969,898	2,630,197	$	24,387,798	2,881,387	$	21,407,747

	Series A Redeemable Convertible Preferred Stock			Total Redeemable Convertible Preferred Stock			Common Stock			Class A Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at January 1, 2026	2,999,412	$	14,700,686	11,820,451	$	124,815,029	8,700,776	$	870	293,768	$	29
Foreign currency translation adjustment	—		—	—		—	—		—	—		—
Share-based compensation expense	—		—	—		—	—		—	—		—
Exercise of stock options	—		—	—		—	—		—	45,404		4
Net loss	—		—	—		—	—		—	—		—
Balance at March 31, 2026	2,999,412	$	14,700,686	11,820,451	$	124,815,029	8,700,776	$	870	339,172	$	33

	Treasury Stock				Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income		Total Stockholders’ Deficit
	Shares	Amount			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income		Total Stockholders’ Deficit
Balance at January 1, 2026	150,000	$	(1,599,978	)	$	24,736,907	$	(165,502,838	)	$	1,094,382	$	(141,270,628	)
Foreign currency translation adjustment	—		—			—		—			49,886		49,886
Share-based compensation expense	—		—			397,943		—			—		397,943
Exercise of stock options	—		—			81,960		—			—		81,964
Net loss	—		—			—		(7,932,652	)		—		(7,932,652	)
Balance at March 31, 2026	150,000	$	(1,599,978	)	$	25,216,810	$	(173,435,490	)	$	1,144,268	$	(148,673,487	)

	Warrants			Series B-4 Redeemable Convertible Preferred Stock			Series B-3 Redeemable Convertible Preferred Stock			Series B-2 Redeemable Convertible Preferred Stock			Series B-1 Redeemable Convertible Preferred Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at January 1, 2025	—	$	—	1,667,734	$	36,023,055	1,219,998	$	21,969,898	2,630,197	$	23,889,549	2,881,387	$	21,380,220
Foreign currency translation adjustment	—		—	—		—	—		—	—		—	—		—
Share-based compensation expense	—		—	—		—	—		—	—		—	—		—
Deemed dividend to preferred shareholders (Note 12)	—		—	—		—	—		—	—		498,249	—		27,527
Exercise of stock options	—		—	—		—	—		—	—		—	—		—
Exchange of Common stock to Series B-4 redeemable convertible preferred stock	—		—	421,723		6,325,845	—		—	—		—	—		—
Issuance of common stock associated with the Theorem business combination	—		—	—		—	—		—	—		—	—		—
Interest receivable associated with notes receivable from stockholder	—		—	—		—	—		—	—		—	—		—
Net loss	—		—	—		—	—		—	—		—	—		—
Balance at March 31, 2025	—	$	—	2,089,457	$	42,348,900	1,219,998	$	21,969,898	2,630,197	$	24,387,798	2,881,387	$	21,407,747

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SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT — (Continued)

	Series A Redeemable Convertible Preferred Stock			Total Redeemable Convertible Preferred Stock			Common Stock					Class A Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		Shares		Amount			Shares	Amount		Shares	Amount
Balance at January 1, 2025	2,999,412	$	13,732,923	11,398,728	$	116,995,645	8,856,513		$	886		—	$	—	150,000	$	(1,599,978	)
Foreign currency translation adjustment	—		—	—		—	—			—		—		—	—		—
Share-based compensation expense	—		—	—		—	—			—		—		—	—		—
Deemed dividend to preferred shareholders (Note 12)	—		967,763	—		1,493,539	—			—		—		—	—		—
Exercise of stock options	—		—	—		—	62,164			6		1,773		—	—		—
Exchange of Common stock to Series B-4 redeemable convertible preferred stock	—		—	421,723		6,325,845	(421,723	)		(42	)	—		—	—		—
Issuance of common stock associated with the Theorem business combination	—		—	—		—	203,822			20		—		—	—		—
Interest receivable associated with notes receivable from stockholder	—		—	—		—	—			—		—		—	—		—
Net loss	—		—	—		—	—			—		—		—	—		—
Balance at March 31, 2025	2,999,412	$	14,700,686	11,820,451	$	124,815,029	8,700,776		$	870		1,773	$	—	150,000	$	(1,599,978	)

	Stockholder Notes			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total Stockholders’ Deficit
Balance at January 1, 2025	$	(3,423,744	)	$	20,609,887		$	(117,048,113	)	$	466,980	$	(100,994,082	)
Foreign currency translation adjustment		—			—			—			73,228		73,228
Share-based compensation expense		—			7,431,004			—			—		7,431,004
Deemed dividend to preferred shareholders (Note 12)		—			(1,493,539	)		—			—		(1,493,539	)
Exercise of stock options		—			3,014			—			—		3,020
Exchange of Common stock to Series B-4 redeemable convertible preferred stock		—			(6,325,845	)		—			—		(6,325,887	)
Issuance of common stock associated with the Theorem business combination		—			(20	)		—			—		—
Interest receivable associated with notes receivable from stockholder		(38,566	)		—			—			—		(38,566	)
Net loss		—			—			(5,124,857	)		—		(5,124,857	)
Balance at March 31, 2025	$	(3,462,310	)	$	20,224,501		$	(122,172,970	)	$	540,208	$	(106,469,679	)

See notes to the unaudited condensed consolidated financial statements.

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SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(7,932,652	)	$	(5,124,857	)
Net loss from discontinued operations		—			583,339
Net loss from continuing operations		(7,932,652	)		(4,541,518	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		587,934			313,414
Provision for expected credit losses		285,453			74,388
Share-based compensation expense		836,588			7,431,004
Accretion of debt discount		1,186,318			763,786
Net losses (gains) from investments		(1,365,256	)		(2,769	)
Loss on digital assets held for investment net		920,467			—
Loss on digital assets from operations, net		286,592			169,338
Deferred tax provision		43,008			82,059
Change in fair value of simple agreement for future equity		1,368,000			66,000
Change in fair value of derivative liability		2,001,000			290,000
Change in fair value of option liability		(90,000	)		(490,000	)
Changes in operating assets and liabilities, net of effects of business acquisitions and divestitures:
Digital assets from operations		104,608			29,296
Digital assets receivable		(63,701	)		(6,361,577	)
Customer escrow funds		28,946,509			3,514,587
Accounts receivable		(5,422,887	)		(1,399,455	)
Accounts receivable, related parties		161,026			204,365
Contract assets		1,452,002			(912,637	)
Prepaid expenses and other current assets		(634,379	)		(298,300	)
Accounts payable		(1,473,162	)		235,704
Accrued expenses and other current liabilities		2,473,524			(221,490	)
Interest payable		1,083,540			725,927
Customer escrow funds payable		(28,845,937	)		(3,508,567	)
Deferred revenue		(5,000,697	)		1,084,925
Cash used in operating activities from continuing operations		(9,092,102	)		(2,751,520	)
Cash used in operating activities from discontinued operations		—			(1,227,965	)
Net cash flows used in operating activities		(9,092,102	)		(3,979,485	)

Cash flows from investing activities:
Purchases of investments in available-for-sale marketable securities		—			(18,293	)
Proceeds from sales and redemptions of investments and available-for-sale marketable securities		—			808,724
Proceeds from partial repayments of notes receivable, related parties		—			25,000
Originations of and disbursements for notes receivable, related parties		(2,231,266	)		(688,098	)
Purchases of digital assets for investment		—			(896,495	)
Proceeds from redemptions of tokenized assets for investment		1,500,000			—
Purchases of equipment and other long-lived assets		(290,296	)		—
Proceeds from sale of equipment and other long-lived assets		—			3,702
Net cash flows used in investing activities		(1,021,562	)		(765,460	)

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SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

	Three Months Ended March 31,
	2026			2025
Cash flows from financing activities:
Payment of deferred offering costs		(429,924	)		—
Proceeds from options exercised		81,964			3,020
Net cash flows (used in) provided by financing activities		(347,960	)		3,020
Effect of exchange rate changes on cash		49,886			73,228
Net decrease in cash and cash equivalents		(10,411,738	)		(4,668,697	)
Cash and cash equivalents from continuing operations, beginning of period		24,871,555			21,788,225
Cash and cash equivalents from discontinued operations, beginning of period		—			175,233
Less: Cash and cash equivalents from discontinued operations, end of period		—			(94,200	)
Cash and cash equivalents from continuing operations, end of period	$	14,459,817		$	17,200,561

Supplemental disclosure of cash flow information and non-cash transactions:
Income taxes paid	$	—		$	19,479
Digital assets loan receivables originated	$	—		$	3,036,255
Digital- assets loan receivables repaid	$	390,003		$	5,000,000
Digital assets received as collateral	$	—		$	3,990,890
Digital assets received as collateral returned	$	1,351,493		$	5,000,000
Digital assets borrowed	$	—		$	3,654,465
Digital assets borrowed repaid	$	101,109		$	5,000,000
Digital assets pledged as collateral	$	—		$	4,702,304
Digital assets pledged as collateral returned	$	1,711,530		$	5,000,000
Digital assets exchanged with collateral	$	371,172		$	—
Non-cash additions or transfers of digital asset investments	$	2,098,272		$	—
Non-cash investment assets participating in DeFi activities	$	—		$	896,495
Deferred offering costs in accounts payable and accrued expenses	$	1,790,772		$	—
Series B-4 preferred stock issued in exchange of common stock	$	—		$	6,325,845
Reissuance of Series A, Series B-1, and Series B-2 preferred stock at fair value in secondary transaction	$	—		$	(1,493,539	)
Retirement of common stock reacquired in exchange of preferred stock	$	—		$	(6,325,887	)
Deemed dividend recognized on reissuance of Series A, Series B-1, and Series B-2 preferred stock at fair value in secondary transaction	$	—		$	1,493,539

See notes to the unaudited condensed consolidated financial statements

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF BUSINESS

Nature of Business and Operations

Securitize, Inc. and its subsidiaries (“Securitize”, “Company”, and “our”), founded in 2017, is a Delaware corporation that operates a comprehensive platform for issuing, managing, and trading private market securities using blockchain technology. The Company provides a compliance-driven infrastructure that enables the tokenization of private securities, supporting functions such as dividends, distributions, share buy-backs, and investor servicing.

The platform offers issuer services, including securities issuance and management, end-to-end document handling, and investor communications, as well as investor services, such as accreditation, wallet management, an investor dashboard, and token distribution. Additionally, the Company operates a registered broker-dealer and alternative trading system (ATS), facilitating compliant trading of digital asset securities.

The Company is headquartered in Miami, Florida, with a global presence, maintaining offices in New York, Nevada, Spain, Israel, and Japan.

On March 20, 2024, the Company announced the launch of the first tokenized fund in conjunction with the BlackRock USD Institutional Digital Liquidity Fund (BUIDL), which is issued on a public blockchain and managed by BlackRock Financial Management Inc.

On April 15, 2025, the Company completed the acquisition of MG Stover & Co. (“MG Stover”), a leading fund administrator for digital assets. The acquisition enhances the Company’s institutional fund administration services and positions Securitize as a leading provider in the U.S. digital asset market.

The Company is subject to a number of risks, including limited operating history, dependence on key individuals, rapid technological changes, competition from larger companies, new entrants, the need for adequate financing to fund future operations, and the need for successful development and marketing of its products and services.

Potential Business Combination with Cantor Equity Partners II, Inc.

On October 27, 2025, the Company executed a Business Combination Agreement (the “Business Combination”) with Cantor Equity Partners II, Inc. (Nasdaq: CEPT), a special purpose acquisition company, regarding a potential transaction that would result in the Company becoming a publicly traded entity (“PubCo”). The proposed transaction values the Company’s equity at approximately $1,250,000,000 and includes provisions for equity conversion and potential earn-out shares. The agreement also contemplates a concurrent private placement targeting $225,000,000 in gross proceeds and a minimum available cash condition of $100,000,000 at closing, which may be waived by the Company. Completion of the transaction is subject to customary conditions, including regulatory and shareholder approvals, and there is no assurance that the transaction will be consummated.

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded. Under this method of accounting, CEPT does not meet the Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) definition of a “business” and is treated as the “acquired” company for financial reporting purposes. Securitize has been determined to be the accounting acquirer because existing Securitize Stockholders, as a group, will retain the largest portion of the voting rights in the combined entity when contemplating the various redemption scenarios, the executive officers of PubCo will be appointed by Securitize, the majority of the board of directors of PubCo will be appointed by Securitize, Securitize represents a significant majority of the operations of PubCo, and the operations of Securitize will be the continued operations of PubCo.

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Securitize, Inc. along with the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Going Concern

Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the unaudited condensed consolidated financial statements issuance date. The Company has determined that, in aggregate, no conditions or events raise substantial doubt about its ability to continue as a going concern for at least twelve months from the date these unaudited condensed consolidated financial statements were issued. Accordingly, the unaudited condensed consolidated financial statements have been prepared in accordance with GAAP on a going concern basis.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and disclosures in the accompanying notes.

Significant estimates that are particularly susceptible to significant changes relate to the fair value of stock-based awards, the fair value of embedded derivatives, the preferred stock option liability, the grant date fair value of the warrants, the assessment of the amount and likelihood of adverse outcomes from claims and disputes, the valuation of intangible assets acquired in business combinations including goodwill, the determination as to whether goodwill or indefinite-lived intangible assets are impaired and, if so, the amount of the impairment, the determination of standalone selling price for the Company’s on-chain services, the ability to continue as a going concern, the net asset value of the Company’s investment in tokenized funds, the realizability of deferred tax assets and related valuation allowances, particularly for net operating loss carryforwards, and the valuation of simple agreements for future agreements (“SAFE’s”). The Company bases its estimates on historical experience and various other assumptions which it believes to be reasonable under the circumstances. These estimates may change as new events occur and additional information becomes available. Actual results could differ from these estimates and any such differences may be material to the unaudited condensed consolidated financial statements.

Preparation

The unaudited condensed consolidated results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year or any other period. Additionally, certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024.

There have been no changes to our significant accounting policies described in the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 that have had a material impact on our unaudited condensed consolidated financial statements and accompanying notes, other than as discussed below.

Digital Assets

The Company uses the term “digital asset” to refer to an asset that is generated, issued and/or transferred using distributed ledger or blockchain technology, including, but not limited to, assets known as “tokens”, “cryptocurrencies”, “crypto assets”, “stablecoins”, and “tokenized securities” which also rely on and/or are secured through cryptographic protocols.

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Digital intangible assets that meet the scope requirements of ASC 350-60, Intangibles — Goodwill and Other — Crypto Assets (“ASC 350-60”), digital assets that do not meet the scope requirements of ASC 350-60, and stablecoins are collectively referred to as ‘Digital assets’. Accounting for digital assets depends on the nature of the asset and how the asset is held. The Company typically obtains digital assets through its operations as a form of payment from customers and they are converted to cash or cash equivalents, or they are used to fulfill expenses, primarily various blockchain fees that need to be settled in cryptocurrencies, nearly immediately. The Company considers these digital assets received as payment, traded, purchased and/or disposed of nearly immediately to be operating activities in the unaudited condensed consolidated statements of cash flows and are recognized within ‘Digital assets from operations’ in the Company’s unaudited condensed consolidated balance sheets. While the Company’s policy is to sell, convert, or otherwise dispose of ‘Digital assets from operations’ that are received as a form of payment from certain customers nearly immediately, if any circumstances exist that result in the holding of these assets for an extended period of time or the Company elects to open an investment or similar position with the related digital assets due to circumstances occurring that alter the Company’s investing strategy and require the reassessment of Company objectives with the relevant assets, they are reclassified into ‘Digital assets held for investment’.

The Company also obtains digital assets for investment purposes typically through helping customers or businesses tokenize real-world assets, which the Company may also hold for its own strategies from time to time, which are recognized within ‘Digital assets held for investment’. As noted above, if any assets received that are initially recorded within ‘Digital assets from operations’ consistent with the Company’s accounting policy and original intent when the assets were received, end up being held for an extended period of time as a result of certain circumstances or due to a change in the Company’s intent with regard to the digital assets, they are reclassified into ‘Digital assets held for investment’. The characteristics of the digital assets themselves typically do not change, rather the Company makes an election to hold the relevant assets for a particular purpose, which does not involve the Company trading or otherwise disposing of the digital assets. Rather, the digital assets are held for the Company’s specified investment purposes, including the staking of the digital assets, depositing them into liquidity pools, or locking them in a similar type of smart contract and/or lending protocol. Regardless of the specific investment strategy for the balances within ‘Digital assets held for investment’, as long as they are held and reported by the Company, any of the related activities involving the digital assets while they are held prior to disposal are classified as investing activities in the condensed consolidated statements of cash flows. The Company plans to liquidate these digital assets within the next twelve months.

Digital assets are initially recorded at the transaction price of the assets obtained upon their initial recognition, as determined by the quoted prices within the Company’s principal market at the time of measurement. Gains and losses upon the sale of digital assets are determined on a first-in, first-out (“FIFO”) basis for each pool of digital assets. The Company accounts for digital assets based on their nature in the following ways:

• Digital assets recorded at fair value — Changes in fair value are presented net on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss in the period in which they occur. These assets include digital assets that meet the scope requirements of ASC 350-60, Intangibles — Goodwill and Other — Crypto Assets (“ASC 350-60”). They are recognized within ‘Digital assets from operations’ and ‘Digital assets held for investment’ in the Company’s unaudited condensed consolidated balance sheets. Because changes in the fair value are reported in earnings as they occur, the sale or disposition of these assets does not necessarily give rise to a gain or loss. The unrealized gains and losses on ‘Digital assets from operations’ are recorded to ‘Loss on digital assets from operations, net’, and the unrealized gains and losses on ‘Digital assets held for investment’ are recorded to ‘Loss on digital assets held for investments, net’.

• Digital assets recorded at cost less applicable impairment charge — These digital assets do not meet the scope criteria of ASC 350-60, primarily because they provide the holder with enforceable rights to or claims on other assets. Any net gain or loss on derecognition of these assets as a result of their sale or disposition are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the nature of how they were held or used by the Company up until the date that the sale or disposition of the asset occurs, consistent with the classification above.

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Restricted Tokenized Assets

As of March 31, 2026, there were no remaining collateral assets comprising the Company’s “Restricted tokenized assets” held by the Company as all of the lending arrangements which were outstanding as of December 31, 2025 were settled during the period. Any of the collateral assets which were still retained by the Company after all the lending arrangements were settled, subsequently were reclassified into ‘Investments in tokenized assets’ accordingly as they were no longer restricted.

Presentation of Loan Collateral

As of March 31, 2026, all of the Company’s positions in the lending arrangements outlined in Note 15 were closed. Therefore, the Company did not hold any digital assets as collateral, as stated above.

Accounts Receivable

The Company carries its accounts receivable at the invoiced amount. On a periodic basis, the Company evaluates its accounts receivable and will record an allowance for expected credit losses representing management’s estimate of expected credit losses related to trade receivables. The change in allowance for expected credit losses is due to both a change in the calculated estimate discussed below and a change in the estimated transaction price of the underlying revenue. Trade receivables are pooled based on similar risk characteristics, such as the age of receivables and the entity which the trade receivable was generated from. The Company disaggregates trade receivables into two risk pools: Securitize customers which refer to customers from the Company’s core business, and Pacific Stock Transfer Company customers which refer to customers from the Pacific Stock Transfer Company acquisition. To estimate the allowance for expected credit losses, management leverages information on historical losses, asset-specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are written off against the allowance when deemed uncollectible.

The following table shows the activity in the allowance for credit losses:

Balance at January 1, 2025	$	3,190,514
Provision for expected credit losses		1,300,149
Write-offs		(1,178,608	)
Balance at December 31, 2025		3,312,055
Provision for expected credit losses		285,453
Write-offs		(276,646	)
Balance at March 31, 2026	$	3,320,862

Recently Issued And Adopted Accounting Standards

There were no new accounting pronouncements adopted during the three months ended March 31, 2026 that materially impacted our unaudited condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements.” The standard makes improvements to the Accounting Standards Codification (“ASC”) for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements.

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270)” — Narrow Scope Improvements which amends and clarifies the interim disclosure requirements of ASC 270. The standard provides clarity about current requirements to help entities determine whether disclosures not specified in ASC 270 should be provided in interim reporting periods. This update is effective for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this standard on the condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The amendments provide updated guidance on the accounting for internal-use software, including clarifications to the capitalization criteria, enhancements to the evaluation of development stages, and refinements to the treatment of implementation costs. The ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-06 on its financial statement presentation and disclosure.

In May 2025, the FASB issued ASU No. 2025-05, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” This update provides targeted improvements to the measurement of expected credit losses for accounts receivable and contract assets under the current expected credit loss (CECL) model. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosure.

In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” This update clarifies the effective date of ASU No. 2024-03, which requires entities to disaggregate operating expenses into specified categories to enhance transparency. ASU 2025-01 establishes that the guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and for interim periods beginning after December 15, 2027. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this guidance on its financial statement presentation and disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)”: Disaggregation of Income Statement Expenses. This update requires entities to disaggregate operating expenses into specific categories, such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. In January 2025, the FASB issued ASU No. 2025-01, clarifying the effective date of ASU No. 2024-03 to be fiscal years beginning after December 15, 2026, with early adoption permitted, and interim periods beginning after December 15, 2027. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of ASU 2024-03 on its financial statement presentation and disclosures.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements”: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification. The amendments are intended to improve the clarity and consistency of disclosures by aligning GAAP with the SEC’s Disclosure Update and Simplification Initiative. The ASU includes various amendments across multiple topics, such as derivatives, collateralized assets, credit facilities, repurchase agreements, and interest rates on borrowings. The removal of these disclosure requirements will become effective for GAAP upon removal of the related disclosure requirements from Regulation S-X or Regulation S-K by the SEC. The Company is currently evaluating the impact of ASU 2023-06 on its disclosures and does not expect the adoption to have a material effect on its financial position, results of operations, or cash flows.

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. ACQUISITIONS

MG Stover, LLC

On April 15, 2025, the Company completed the acquisition of all outstanding equity interests of MG Stover, a leading fund administrator for digital assets. As a result, MG Stover’s operating results have been consolidated into the Company’s consolidated financial statements effective from the acquisition date.

The following table summarizes the approximate values of consideration paid and the net assets acquired on the acquisition date:

Purchase consideration:
Cash, net of cash acquired	$	21,090,525

Fair value of identifiable assets acquired and liabilities assumed:
Customer relationships	$	9,400,000
Prepaid expenses		109,538
Total identifiable assets acquired		9,509,538
Accounts payable		(991,616	)
Deferred revenue		(462,398	)
Total liabilities assumed		(1,454,014	)
Net identifiable assets acquired		8,055,524
Goodwill		13,035,001
Net assets acquired	$	21,090,525

The total purchase consideration was approximately $21,090,525, which consisted of cash paid net of cash acquired. No equity was issued as part of the transaction.

Acquired intangible assets include customer relationships valued at approximately $9,400,000, which were fair valued using a discounted cash flow method based on company projections and Level 3 inputs. The useful life of these customer relationships at acquisition was 10 years. The trademark, non-compete agreements, and acquired technology related to an internally developed workflow system were determined to have de minimis values due to immediate rebranding, retention of key personnel, and the Company’s intent to continue using its existing internal systems rather than the acquired technology, respectively. Goodwill of approximately $13,035,001 represents expected synergies, expanded service capabilities, and the excess of purchase price over the fair value of net assets acquired. Goodwill is deductible for tax purposes.

The Company incurred approximately $246,069 in transaction-related expenses related to the acquisition of MG Stover for the three months ended March 31, 2025. These costs are included in ‘Selling, general & administrative’ costs on the unaudited condensed consolidated statements of operations and comprehensive loss.

Pro Forma Financial Information

The following proforma financial information presents the consolidated results of operations of the Company and MG Stover for the three months ended March 31, 2025, as if the acquisition had occurred as of beginning of the earliest period presented. The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods, nor does it project future results.

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. ACQUISITIONS (cont.)

The following table shows the proforma financial information for the Company and MG Stover:

	For the Three Months Ended March 31, 2025
Revenues	$	19,057,115
Net loss from continuing operations	$	(4,262,814	)
Net loss from continuing operations per basic and diluted share	$	(0.48	)

Weighted average common shares outstanding:
Basic and Diluted		8,812,021

4. DISCONTINUED OPERATIONS

On August 5, 2025, the Company entered into a letter of intent, after which management approved the sale of its Securitize for Advisors reporting unit and determined the disposal group qualified for discontinued operations presentation during the year ended December 31, 2025.

In the third quarter of 2025, prior to classification as discontinued operations, the Company evaluated the assets within the disposal group for impairment and recorded a non-cash goodwill impairment charge of $4,122,926 for the year ended December 31, 2025. The Company subsequently reduced the carrying value of the disposal group by an additional, immaterial impairment charge to align it with the expected sale consideration.

On November 26, 2025, the Company completed the sale of its Securitize for Advisors business, which is presented as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025. The base sale consideration was $2,871,526, and no loss on sale was recognized as the sale price equaled the carrying value of the net assets disposed.

The following depicts the results of operations for the discontinued operations of the Company for the periods presented:

	Three Months Ended March 31, 2025
Revenue	$	10,637

Operating costs and expenses:
Selling, general & administrative		117,779
Compensation and benefits		464,753
Total operating costs and expenses		582,532

Loss from operations		(571,895	)

Other expense:
Other expense, net		(11,444	)
Total other expense, net		(11,444	)

Net loss	$	(583,339	)

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. DIGITAL ASSETS

The following table presents the Company’s digital assets at the periods indicated below:

	March 31, 2026		December 31, 2025
Digital assets from operations	$	165,100	$	1,936,626
Digital assets held for investment		1,177,803		—
Total digital assets	$	1,342,903	$	1,936,626

Digital assets held at fair value (in the scope of ASC 350-60)

The following table summarizes units held, cost basis, and fair value of the digital assets:

March 31, 2026
Asset	Symbol	Quantity of Digital assets held	Cost basis		Fair value
ZK Token	ZK Token	34,234,282	$	1,156,345	$	599,444
Aptos	APT	163,921		301,429		146,346
Wormhole Token	W Token (Wormhole)	33,518,162		3,361,453		479,612
Other	not meaningful	not meaningful		not meaningful		117,501
Total					$	1,342,903

December 31, 2025
Asset	Symbol	Quantity of Digital assets held	Cost basis		Fair value
ZK Token	ZK Token	21,734,039	$	795,278	$	630,213
Aptos	APT	109,024		298,464		180,931
Wormhole Token	W Token (Wormhole)	33,518,162		3,361,453		1,100,244
Other	not meaningful	not meaningful		not meaningful		25,238
Total					$	1,936,626

Digital assets receivable

Certain digital assets are subject to sale and transfer restrictions through vesting schedules typically associated with contracts with blockchain customers and their associated foundations. Digital assets receivable and restricted by vesting schedules for which the Company has not obtained accounting control and that are subject to contractual transfer restrictions through vesting schedules are recognized as ‘Digital assets receivable’ on the Company’s unaudited condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, the majority of the balance was denominated in USD, with a variable quantity of tokens expected to be received based on their USD equivalent at the time of transfer. The portion of the balance denominated in digital assets represents the right to receive a fixed amount of those assets in the future and contains an embedded forward feature that is remeasured at fair value each period based on the market price of the underlying digital assets to be received. As the tokens are released to the Company in accordance with contractual vesting schedules, the tokens are reclassified from ‘Digital assets receivable’ to ‘Digital assets held for investment’ on the unaudited condensed consolidated balance sheets.

As of March 31, 2026 the Company was entitled to receive $3,679,836 of digital assets restricted by vesting schedules (including $2,059,917 and $1,619,919 classified as current and noncurrent, respectively) after accounting for the effects of the embedded derivative feature identified resulting from the Company’s right to receive a fixed amount of digital assets, the fair value of which fluctuates based on market conditions. As of March 31, 2026, sale restrictions associated with the digital assets subject to these vesting schedules range from less than one month to approximately two years.

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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. DIGITAL ASSETS (cont.)

As of December 31, 2025, the Company was entitled to receive $4,056,320 of digital assets restricted by vesting schedules (including $2,500,102 and $1,556,218 classified as current and noncurrent, respectively) after accounting for the effects of the embedded feature based on the changes in the fair value of the underlying digital assets when the quantity to be received is fixed. The remaining restriction periods on these digital assets similarly ranged from less than one month to approximately two years.

6. INVESTMENT IN FUNDS

Investments in Tokenized Fund Interests

The Company holds investments in STAC, HLSCOPE, ACRED, VBILL, and sVBILL (together, the “Equity Tokens”). Each of these instruments represents a tokenized ownership interest in a corresponding investment fund and therefore is not within the scope of ASC 350-60. The Company’s VBILL and sVBILL holdings of $77,489 and $5,000,000 are classified as a cash equivalent and a receipt token held at cost less impairment, respectively as of March 31, 2026 and $14,813 and $5,000,000, respectively as of December 31, 2025.

The remaining Equity Tokens, consisting of STAC, HLSCOPE, and ACRED, represent non-voting, non-redeemable participating shares issued as part of the funds’ respective share capital. The investment for each of these Equity Tokens are recorded on the unaudited condensed consolidated balance sheets in ‘Investments in tokenized assets’ as of March 31, 2026 and December 31, 2025.

7. FAIR VALUE MEASUREMENTS

The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis:

March 31, 2026	Level 1		Level 2		Level 3		Total
Assets
U.S. Treasury bills	$	935,631	$	—	$	—	$	935,631
Digital assets from operations		165,100		—		—		165,100
Digital assets held for investment		1,177,803		—		—		1,177,803
Digital assets receivable		2,059,917		—		—		2,059,917
BUIDL, unrestricted		4,253,684		—		—		4,253,684
Total assets	$	8,592,135	$	—	$	—	$	8,592,135
Liabilities
Option liability	$	—	$	—	$	11,300,000	$	11,300,000
SAFEs		—		—		11,817,000		11,817,000
Derivative liability		—		—		28,171,000		28,171,000
Total liabilities	$	—	$	—	$	51,288,000	$	51,288,000

December 31, 2025

Level 1

Level 2

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Filing: DEFM14A - Cantor Equity Partners II, Inc. (CEPT)
Accession Number: 0001213900-26-065822

Source: View Original Filing on SEC EDGAR

FAQ

What are the key votes on the CEPT (CEPT) proxy for June 29, 2026?

Shareholders are asked to approve the Business Combination, the CEPT Merger, organizational document changes, Nasdaq-related share issuances, and an adjournment proposal. The Business Combination and Nasdaq Proposal require ordinary resolutions; the Merger Proposal requires a special resolution.

How large is the PIPE backing the CEPT–Securitize transaction (CEPT)?

The PIPE contemplates purchase of 22,500,000 CEPT Class A shares at $10.00 per share, representing an aggregate commitment of $225,000,000 payable in cash, subject to the PIPE Subscription Agreements and funding conditions.

How many PubCo shares will Securitize stockholders receive in the merger (CEPT)?

PubCo expects to issue up to 156,675,245 shares in exchange for Securitize Shares, including up to 6,250,000 Securitize Earnout Shares issuable upon achievement of specified share-price targets during the Earnout Period.

Cantor Equity Partners II (CEPT) proposes merger with Securitize; PIPE $225M

Rhea-AI Filing Summary

Positive

Negative

Insights

Key Figures

Key Terms

⚠️ Filing Content Truncated

FAQ

What are the key votes on the CEPT (CEPT) proxy for June 29, 2026?

How large is the PIPE backing the CEPT–Securitize transaction (CEPT)?

How many PubCo shares will Securitize stockholders receive in the merger (CEPT)?

Cantor Equity Partners II (CEPT) proposes merger with Securitize; PIPE $225M

Rhea-AI Filing Summary

Positive

Negative

Insights

M&A Attorney neutral

SPAC / Capital Markets Analyst neutral

Key Figures

Key Terms

⚠️ Filing Content Truncated

FAQ

What are the key votes on the CEPT (CEPT) proxy for June 29, 2026?

How large is the PIPE backing the CEPT–Securitize transaction (CEPT)?

How many PubCo shares will Securitize stockholders receive in the merger (CEPT)?

What founder and sponsor interests are disclosed in the proxy (CEPT)?

What redemption mechanics and illustrative cash per-share redemption are provided (CEPT)?