Securitize Corp. (SECZ) SEC Filings

Securitize Corp filed a prospectus supplement covering the resale by selling stockholders of up to 151,568,524 shares of common stock, updating the base prospectus with its June 30, 2026 Form 10-Q. The company is an emerging growth company and its common stock trades on the NYSE under the symbol SECZ, which last closed at $7.86 on August 12, 2026.

The attached 10‑Q reflects the pre‑merger holding company, which had only $1 of assets and no operations. Subsequent events describe completion of the July 1, 2026 SPAC business combination with Cantor Equity Partners II, Inc., a $197.8 million PIPE financing at $10.00 per share, and redemptions of 6,842,508 SPAC shares for about $72.5 million. Following closing, Securitize had 163,265,685 common shares outstanding, potential 6,250,000 earnout shares plus 1,800,000 sponsor earnout shares, and additional equity reserved under incentive plans and warrants.

Securitize Corp. filed an amended report to add detailed unaudited financials and pro forma information following its July 1, 2026 business combination with Cantor Equity Partners II, Inc. For the three months ended June 30, 2026, Securitize generated $14.4 million of revenue, down 5% year over year, and recorded a net loss from continuing operations of $21.7 million. For the six‑month period, revenue rose 16% to $33.9 million, while the net loss from continuing operations widened to $29.6 million. Average assets under management grew strongly to $4.3 billion for Q2 2026 and assets under administration reached $24.3 billion across 663 funds. The company reports negative Adjusted EBITDA of $5.5 million for Q2 and $4.6 million for the first half, reflecting higher public‑company readiness and growth investments. Liquidity stood at $33.6 million of cash at June 30, 2026, and the SPAC transaction subsequently delivered approximately $375 million in gross proceeds before about $60 million of transaction costs.

Securitize Corp. filed a quarterly report for the period ended June 30, 2026, when it operated only as a holding company with $1 of petty cash, no liabilities and 10,000 common shares held by Old Securitize. It had no revenues or operating activities; organizational costs were borne by Old Securitize.

On July 1, 2026, it completed a SPAC business combination with Cantor Equity Partners II, Inc. and Old Securitize, accounted for as a reverse recapitalization with Old Securitize as accounting acquirer. A concurrent PIPE raised about $197.8 million, while holders of 6,842,508 CEPT public shares (about 28.5%) redeemed for roughly $72.5 million. After closing, 163,265,685 common shares were outstanding, with additional potential dilution from earnout shares, incentive plans, warrants and options.

The common stock now trades on the NYSE under the symbol SECZ. The company qualifies as an emerging growth and smaller reporting company. Management identified material weaknesses in Old Securitize’s internal control over financial reporting that will affect future control assessments.

Securitize Corp. reported second-quarter 2026 results for Securitize I, Inc., showing strong growth in onchain activity but significantly higher losses. Total revenue was $14.4 million, down 5% year over year, with tokenization revenue falling 12% while asset servicing revenue grew 3%. Record average tokenized AUM reached $4.3 billion, up 16%, and aggregate transaction volume rose 147% to $5.3 billion.

Operating costs and expenses increased 56% to $24.1 million, driving a loss from operations of $9.7 million. Net loss from continuing operations widened to $21.7 million (or $2.37 per share) from $5.5 million, while Adjusted EBITDA swung to a loss of $5.5 million from positive $1.8 million. The balance sheet showed total assets of $156.1 million versus liabilities of $199.1 million and a stockholders’ deficit of $169.0 million, before the July 1, 2026 business combination.

Strategically, Securitize highlighted partnerships with Computershare, Continental, Cantor Fitzgerald & Co., Jump Trading, Jupiter and Atlas Capital; FINRA approval to expand broker-dealer and custody capabilities; and approximately $5.0 billion of assets managed onchain. Management noted that after closing the business combination, Securitize entered the third quarter with about $350 million in cash and no debt.

Securitize Corp. has filed a resale prospectus covering up to 151,568,524 shares of common stock that may be offered from time to time by existing “Selling Stockholders” under registration rights agreements. These are secondary sales; the company is not issuing new shares in this offering and will not receive any proceeds from sales under the prospectus, though it will pay the registration and related blue-sky compliance costs, while selling holders bear any selling commissions.

Securitize common stock is listed on the NYSE under the symbol SECZ; the last reported sale price on August 6, 2026 was $7.19 per share. As of July 1, 2026, after the closing of its business combination with Cantor Equity Partners II, Inc., Securitize had 163,265,685 shares outstanding, with 174,065,957 shares shown as outstanding after giving effect to the registered resale. Additional equity overhang includes earnout shares tied to volume-weighted price triggers, equity incentive and ESPP reserves, and shares issuable upon options, RSUs, and warrants.

The prospectus describes Securitize’s role as a regulated, vertically integrated platform for tokenized securities, detailing its SPAC business combination, PIPE financing of 19,782,000 CEPT Class A shares at $10.00 per share, and its status as both an emerging growth company and a smaller reporting company. Extensive risk factors highlight competitive pressures, operating losses to date, regulatory uncertainty around tokenized assets and RWAs, technology and cybersecurity risks, dependence on large financial-institution relationships, and international expansion challenges.

Securitize Corp. has filed a shelf registration that allows selling stockholders to resell up to 151,568,524 shares of common stock. These shares may be sold from time to time by the selling stockholders, while Securitize will not receive any proceeds and will bear registration and compliance costs.

Following its July 1, 2026 business combination with Cantor Equity Partners II, Securitize had 163,265,685 shares of common stock outstanding, with a stated post-offering figure of 314,834,209 shares. Additional potential issuances include up to 6,250,000 earnout shares, 16,321,869 shares reserved under equity plans, and shares underlying warrants and options.

Securitize operates a regulated blockchain-based platform for issuing, trading, and servicing tokenized securities, supported by SEC-registered entities including a transfer agent, broker-dealer, and alternative trading system. The prospectus emphasizes a history of operating losses, reliance on key institutional relationships, extensive financial regulation, and technology and cybersecurity risks.

Carlos Domingo filed a Schedule 13D reporting beneficial ownership of 9,016,960 shares of Securitize Corp. common stock, representing 5.4% of the class. This includes options to purchase 3,097,447 shares exercisable within 60 days of July 8, 2026.

The stake reflects equity received in a July 1, 2026 business combination between Old Securitize and Cantor Equity Partners II, Inc., where Old Securitize securities converted into Securitize Corp. shares at an exchange ratio of approximately 4.4439454. Part of Domingo’s holdings are structured through multiple dynasty LLC trusts over which he has sole voting power.

His shares are subject to lock-up agreements for 180 days from closing, with potential early release of portions if the stock’s VWAP exceeds price thresholds of $15.00, $17.50 and $20.00 for specified trading periods. Domingo is also party to a registration rights agreement giving certain holders shelf and piggy-back registration rights, and has pledged 666,591 shares as collateral for a $3.5 million loan.

Blockchain Capital-affiliated funds have disclosed a 6.0% beneficial stake in Securitize Corp. following a business combination. The reporting group holds 9,831,423 shares of common stock, based on 163,218,683 shares outstanding as of July 1, 2026.

The position was received as consideration in a merger involving Cantor Equity Partners II, Securitize, Inc. and related entities, using an exchange ratio of approximately 4.4439454 Securitize shares for each former Securitize, Inc. share or equity award. The securities are subject to lock-up agreements for 180 days from closing, with one-third of the restricted shares eligible for early release if the volume-weighted average price exceeds $15.00, $17.50 and $20.00 for at least 20 of 30 consecutive trading days starting 90 days after closing. Blockchain Capital principals Brad and P. Bartlett Stephens may be deemed to share voting and dispositive power over these holdings.