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.
Cantor Equity Partners II, Inc. filings document the company as a Cayman Islands blank-check issuer and emerging growth company. Its 8-K disclosures cover material events, business-combination agreements, shareholder voting matters, capital-structure provisions, Class A and Class B ordinary-share treatment and redemption mechanics.
The filing record also documents governance matters, including board appointments and audit and compensation committee assignments. These disclosures frame CEPT's public-company obligations around SPAC structure, material agreements, share ownership and risk-related transaction disclosure.
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.
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).