Welcome to our dedicated page for Cantor Equity Partners Ii SEC filings (Ticker: CEPT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Cantor Equity Partners II, Inc. (CEPT) SEC filings page provides access to the company’s official regulatory disclosures as a special purpose acquisition company listed on Nasdaq. As an SEC-reporting issuer, CEPT files current reports on Form 8-K and other documents that describe material events, its capital structure, and the terms of its proposed business combination.
Key filings include multiple Forms 8-K detailing the entry into a definitive Business Combination Agreement among CEPT, Securitize, Inc., Securitize Holdings, Inc. (Pubco) and related merger subsidiaries, as well as subsequent updates on the transaction. These reports explain the planned merger structure, the conversion of CEPT shares into Pubco common stock, conditions to closing, termination rights, and related PIPE financing commitments. Other 8-K filings cover events such as board appointments and compensation arrangements for directors.
For investors analyzing CEPT, the registration statement on Form S-4 to be filed by Pubco and Securitize, together with the proxy statement/prospectus included in that filing, will be central documents. They are expected to describe in detail the proposed business combination, risk factors, pro forma ownership, and the rights of CEPT shareholders, including redemption mechanics for Class A ordinary shares. CEPT’s IPO prospectus and periodic reports, referenced in its 8-Ks, provide additional context on the SPAC’s trust account, governance and business objectives.
On Stock Titan, CEPT filings are updated in step with the SEC’s EDGAR system, and AI-powered tools can help summarize lengthy documents such as Forms S-4, 10-K, 10-Q and 8-K. Users can quickly identify key terms of the Business Combination Agreement, review conditions to closing, and examine disclosures around PIPE investments and shareholder votes. Filings related to insider roles, board composition and committee assignments are also available, giving a structured view of Cantor Equity Partners II, Inc.’s regulatory history as it works toward completing its proposed transaction.
Highbridge Capital Management, LLC filed a Schedule 13G reporting its beneficial ownership of 217,000 Class A Ordinary Shares of Cantor Equity Partners II, Inc., equal to 0.9% of the class based on 24,580,000 shares outstanding as of November 14, 2025.
The shares are held in funds and accounts advised by Highbridge, which has sole voting and dispositive power over this amount. Highbridge certifies the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
RichRich Capital LLC and Rich Huang filed an amended Schedule 13G reporting a passive ownership stake in Cantor Equity Partners II, Inc. They beneficially own 724,438 Class A Ordinary Shares as of January 29, 2026, representing approximately 2.95% of the class.
The percentage is based on 24,580,000 Class A Ordinary Shares outstanding as of November 14, 2025. Mr. Huang is the sole member of RichRich and may be deemed to share voting and dispositive power over these shares but formally disclaims beneficial ownership of shares held by RichRich.
Securitize and Cantor Equity Partners II, Inc. (CEPT) announced that Securitize Holdings, Inc. has publicly filed a registration statement on Form S-4 with the SEC for their proposed business combination. The filing includes a combined proxy statement/prospectus and updated Securitize financial information through September 30, 2025.
The business combination remains subject to SEC review, effectiveness of the registration statement, and approval by CEPT shareholders. Upon completion of these customary conditions, Securitize Holdings, Inc. is expected to become a publicly listed company, advancing Securitize’s strategy as a tokenization platform with over $4B in tokenized assets as of November 2025.
Securitize, Inc. outlines its proposed merger with Cantor Equity Partners II (Nasdaq: CEPT) and presents its tokenization business strategy and forecasts. The deal would combine Securitize with CEPT’s SPAC, valuing Securitize at $1.25 billion, with CEPT holding $244 million in its trust and no public or sponsor warrants. All existing Securitize equity will roll into the new public company, and a fully committed PIPE of $225 million in common stock is planned, with no secondary sales or cash-out for current holders.
Securitize describes itself as a vertically integrated, fully regulated tokenization platform serving blue-chip clients like BlackRock, Apollo and Hamilton Lane, with $4.6 billion in assets under management and about 25% share of the real‑world‑asset tokenization market. Management reports revenue has grown about 10x over the last six quarters and that the company was profitable in 2025 with roughly 24–30% EBITDA margins.
For 2026, Securitize projects AUM rising to $9 billion and revenue increasing from $69 million in 2025 to $110 million, with EBITDA expected to reach $32 million. The growth plan centers on tokenized treasuries, tokenized funds, and native tokenization of public equities, while expanding integrations across blockchains, DeFi protocols, custodians and asset managers.
Cantor Equity Partners II (CEPT) reported that, on November 12, 2025, Pubco confidentially submitted a Draft Registration Statement on Form S-4 to the SEC in connection with CEPT’s proposed business combination with Securitize, Inc.
Under the Business Combination Agreement, CEPT will merge with a Pubco subsidiary and Securitize will merge with a CEPT subsidiary. After closing, Securitize will be a wholly owned subsidiary of Pubco and Pubco will become publicly traded, all subject to the agreement’s conditions.
Pubco and Securitize plan to publicly file the Form S-4, including a proxy statement/prospectus. CEPT shareholders will receive definitive materials as of a record date to be set for voting on the transaction.
Cantor Equity Partners II, Inc. (CEPT) announced a key step toward its planned merger with Securitize. CEPT and Securitize issued a joint release stating that Pubco confidentially submitted a Draft Registration Statement on Form S-4 to the SEC on November 12, 2025, tied to their previously signed Business Combination Agreement dated October 27, 2025.
Under the contemplated structure, CEPT will merge into a Pubco subsidiary and Securitize will merge into a CEPT subsidiary, resulting in Securitize becoming a wholly‑owned subsidiary of Pubco and Pubco becoming a publicly traded company, all subject to the agreement’s conditions. A public S‑4 is expected to include CEPT’s preliminary proxy and a prospectus; definitive materials will be mailed to CEPT shareholders for a vote. The notice reiterates standard cautions: no offer or solicitation, no regulatory approval yet, and forward‑looking statements with risks including shareholder approvals, redemptions, listing outcomes, and completion of any related private placement.
Cantor Equity Partners II, Inc. (CEPT) and Securitize, Inc. have signed a Business Combination Agreement to take Securitize public via a new holding company, Securitize Holdings, Inc. (Pubco). The parties plan to file a Form S-4 including a proxy statement/prospectus, alongside a concurrent PIPE of CEPT Class A ordinary shares.
In an interview, Securitize’s CEO said the deal values the company at $1.25 billion pre‑money, with an SEC review expected to take “two to three months” before a shareholder vote, targeting a listing “early next year.” He noted CEPT’s SPAC structure has no warrants or rights, only common and sponsor shares. He also stated revenue grew ninefold over 18 months, the company has been profitable for two years, and it forecasts around $69 million in revenue and profitability in 2025.
The PIPE securities referenced have not been registered and may only be sold pursuant to registration or an applicable exemption.
Cantor Equity Partners II, Inc. (CEPT) filed a Rule 425 communication highlighting its proposed business combination with Securitize, Inc. and Securitize Holdings, Inc. (Pubco). The filing shares media interviews where the parties discuss the SPAC deal, which was described as valuing Securitize at $1.25 billion, alongside a concurrent PIPE.
Securitize’s CEO outlined plans to file a Form S-4 for the transaction and described Pubco’s path to becoming publicly traded, subject to review. He also discussed Securitize’s tokenization platform and noted an initiative to launch a tokenized CLO fund with a $100 million seed allocation, while emphasizing that tokenization updates market ledgers without changing investor eligibility rules. The communication reiterates standard caveats, including that no offer or solicitation is being made and that the SEC has not approved the transactions.
Cantor Equity Partners II (NASDAQ: CEPT) announced a definitive agreement to merge with Securitize, Inc. via a two-step transaction that will create a publicly traded Pubco. CEPT will merge into a Pubco subsidiary, followed by Securitize merging into another subsidiary, making both wholly owned by Pubco.
The deal sets Securitize’s Equity Value at $1.25 billion (subject to adjustments). Securitize stockholders will receive Pubco common stock based on a formula tied to that value and may earn up to 6,250,000 earn‑out shares if Pubco’s VWAP exceeds $15.00, $20.00, and $25.00 for 20 of 30 trading days after Closing. A concurrent PIPE contemplates 22.5 million CEPT Class A shares at $10.00 per share for $225 million, with a minimum gross PIPE proceeds condition of $100 million.
Shareholder approvals, an effective Form S-4, and a national exchange listing for Pubco are required. Sponsors agreed to potential surrender of up to 30% of CEPT Class B shares and a 180‑day lock‑up with VWAP‑based early releases. Securitize holders will also be subject to 180‑day lock‑ups with tiered VWAP releases. The PIPE shares are to be issued under Section 4(a)(2)/Reg D.
Cantor Equity Partners II, Inc. (CEPT) entered a Business Combination Agreement with Securitize, Inc. The deal uses a two‑step structure: CEPT will merge into a Pubco subsidiary, then Securitize will merge into a CEPT subsidiary, making both survivors wholly owned by Pubco. Upon closing, Pubco is expected to be a publicly traded company, subject to customary conditions.
The agreement sets Securitize’s equity value at $1.25 billion (subject to adjustments). Securitize stockholders will receive Pubco common stock based on the agreement’s formula and may earn up to 6,250,000 additional Pubco shares if Pubco’s VWAP exceeds $15.00, $20.00, and $25.00 for 20 of 30 trading days, each hurdle releasing one‑third of the earn‑out.
Concurrently, PIPE investors agreed to purchase 22.5 million CEPT Class A shares at $10.00 per share for an aggregate $225 million. Closing conditions include CEPT shareholder approval, an effective S‑4, stock exchange listing approval for Pubco shares, and a minimum $100 million in gross PIPE proceeds. Sponsor and Securitize holders agreed to support, lock‑ups, and additional earn‑out mechanics, with specified early‑release events.