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.
Cantor Equity Partners II, Inc. (CEPT) filed a Rule 425 communication regarding its proposed business combination with Securitize, Inc. and a new holding company, Securitize Holdings, Inc. (Pubco), following the Business Combination Agreement dated October 27, 2025.
CEPT and Securitize plan to file a Form S-4 that will include CEPT’s proxy statement and a prospectus for the transaction, along with a concurrent private placement (PIPE) of Class A ordinary shares of CEPT. A definitive proxy statement will be mailed to CEPT shareholders as of a record date to be set. The PIPE shares have not been registered under the Securities Act and may only be sold pursuant to registration or an available exemption.
The communication highlights standard forward-looking statements and risks, including closing conditions, shareholder approval, potential redemptions, listing outcomes for Pubco, and regulatory and market uncertainties related to digital assets.
Cantor Equity Partners II (NASDAQ: CEPT) announced a definitive Business Combination Agreement with Securitize to create a new publicly traded parent, Pubco. The structure includes two mergers: CEPT will merge into a Cayman subsidiary and its holders of Class A ordinary shares will receive Pubco common stock, while Securitize will merge into a Delaware subsidiary and its stockholders will receive Pubco common stock.
The deal is supported by a $225 million PIPE at $10.00 per share, with net proceeds to Pubco earmarked for transaction expenses, working capital and general corporate purposes. CEPT, Pubco and Securitize may pursue additional private financings. The parties will file an S-4 registration statement containing a proxy statement/prospectus for CEPT’s shareholder vote. The information is furnished under Regulation FD and includes a press release and investor presentation as exhibits.
Cantor Equity Partners II, Inc. (CEPT) announced a Business Combination Agreement with Securitize, Inc. to form a new publicly traded parent, Pubco, subject to closing conditions. The structure includes two mergers: CEPT will merge into a Cayman subsidiary with a share exchange (Class B ordinary shares convert 1-for-1 into Class A, then CEPT Class A converts 1-for-1 into Pubco common stock, excluding any redeemed shares), and Securitize will merge into a Delaware subsidiary with Securitize stockholders receiving Pubco common stock.
Concurrently, certain PIPE investors agreed to purchase CEPT Class A ordinary shares totaling $225,000,000 at $10.00 per share. Net proceeds are earmarked for transaction expenses, working capital and general corporate purposes. Pubco, Securitize and CEPT may seek additional private financing. Upon completion, CEPT’s merger subsidiary and Securitize will be wholly owned by Pubco, which is expected to be publicly traded.
The parties plan to file a Form S-4 with a proxy statement/prospectus for CEPT shareholder approval. The information was furnished under Regulation FD.
Brandon Lutnick, Chairman and CEO of the Sponsor and related entities, closed a private purchase on 10/06/2025 that transferred voting control of CF Group Management, Inc. to trusts for which he is trustee. As a result, he is reported as the beneficial owner of 580,000 Class A ordinary shares and 6,000,000 Class B ordinary shares of Cantor Equity Partners II, Inc. (CEPT). The aggregate purchase price paid for the voting shares of CFGM was $200,000.
The Class B shares convert one-for-one into Class A shares at the company’s initial business combination or at holder option, so the reported positions represent potential voting and economic exposure of 6,580,000 ordinary shares if conversion occurs. The filing notes the Sponsor is the record holder and disclaims beneficial ownership beyond Lutnick’s pecuniary interest.
On 10/06/2025, Howard W. Lutnick reported the sale of the voting shares of CF Group Management, Inc., which resulted in the reporting person no longer having beneficial ownership of the Sponsor's 580,000 Class A ordinary shares and 6,000,000 Class B ordinary shares of Cantor Equity Partners II, Inc. (CEPT). The aggregate sale price for the voting shares of CFGM was $200,000. The filing notes that the Class B shares convert one-for-one into Class A shares at the initial business combination or at the holder's option. The report disclaims any beneficial ownership beyond any pecuniary interest.
Cantor Equity Partners II, Inc. Schedule 13D Amendment reports that Howard W. Lutnick completed a divestiture tied to his appointment as U.S. Secretary of Commerce and, as of 10/06/2025, no longer holds or controls any Class A or Class B ordinary shares. The amendment states Mr. Lutnick has 0 voting and dispositive power and ceased to be a beneficial owner of more than 5% of the outstanding ordinary shares. The filing formally removes him as a reporting person and updates Item 4 and Item 5 to reflect zero ownership and control.
Cantor Equity Partners II, Inc. Schedule 13D/A discloses that Cantor EP Holdings II, LLC and affiliated reporting persons collectively beneficially own 21.5% of the issuer’s outstanding ordinary shares (6,580,000 of 30,580,000).
The filing amends prior disclosures to report that Howard W. Lutnick completed a divestiture and no longer holds voting or dispositive power over the securities, and that voting shares of CFGM were sold to trusts controlled by Brandon G. Lutnick for an aggregate purchase price of $200,000. The Sponsor holds 580,000 Class A and 6,000,000 Class B founder shares (convertible one-for-one into Class A shares).
Cantor Equity Partners II, Inc. (CEPT) Form 3 filed by Robert Guy Sharp reports that he is a director and that no securities are beneficially owned. The filing lists the event date as 08/04/2025 and is signed on 08/15/2025. The form is an initial Section 16 filing and states the reporting person has not reported any direct or indirect ownership in the issuer.
Barclays PLC reports beneficial ownership of 1,472,517 shares of Cantor Equity Partners Class A common stock, representing approximately 5.99% of the outstanding class. The filing shows Barclays has sole voting and sole dispositive power over these shares, indicating direct control of voting and disposition decisions for this position. The schedule states the securities are held in the ordinary course of business and not acquired to change or influence control of the issuer. The filing identifies Barclays as a parent holding company-type filer and lists relevant subsidiaries involved in the acquisition as Barclays Bank PLC and Barclays Capital Inc.