Securitize Corp. (SECZ) files supplement for 151.6M-share resale and adds pro forma data

Rhea-AI Filing Summary

Securitize Corp. filed a prospectus supplement covering the resale by selling stockholders of up to 151,568,524 shares of common stock under an existing Form S-1. The shares trade on the New York Stock Exchange under the symbol SECZ; the last reported sales price on August 12, 2026 was $7.86 per share.

The supplement attaches an amended current report that updates disclosure related to the July 1, 2026 business combination between Cantor Equity Partners II, Inc. and Securitize and the resulting name change to Securitize Corp. The amendment adds unaudited interim financial statements for Securitize and CEPT and updated unaudited pro forma condensed combined financial information. Securitize is identified as an emerging growth company and refers investors to existing risk factor disclosure.

Filing Explained

The August 13 supplement covers resale registration of up to 151,568,524 shares by selling stockholders, but expressly states that registration does not mean any shares will be offered or sold; it therefore establishes resale capacity, not a completed sale or new issuance.

Key Figures

Resale registration size: 151,568,524 shares of common stock Recent share price: $7.86 per share Business combination closing date: July 1, 2026 +2 more

5 metrics

Resale registration size 151,568,524 shares of common stock Maximum number of shares that selling stockholders may offer and sell

Recent share price $7.86 per share Last reported sales price of Securitize Common Stock on August 12, 2026

Business combination closing date July 1, 2026 Date the business combination between CEPT and Securitize was consummated

Prospectus date August 7, 2026 Date of the base prospectus supplemented by this filing

Prospectus supplement date August 13, 2026 Date of the prospectus supplement and Form 8-K/A amendment

Key Terms

prospectus supplement, emerging growth company, unaudited pro forma condensed combined financial information, Business Combination Agreement

4 terms

prospectus supplement regulatory

"This prospectus supplement supplements the prospectus dated August 7, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"We are an “emerging growth company” under federal securities laws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

unaudited pro forma condensed combined financial information financial

"The unaudited pro forma condensed combined financial information of CEPT and Securitize"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

Business Combination Agreement regulatory

"business combination contemplated by that certain Business Combination Agreement, dated October 27, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What does Securitize Corp. (SECZ) register in this prospectus supplement?

Securitize Corp. registers the potential resale of up to 151,568,524 shares of common stock by selling stockholders. These shares are registered under an existing Form S-1 and may be sold from time to time.

Who is selling the 151,568,524 shares of SECZ common stock?

The shares may be offered and sold by selling stockholders named in the prospectus. Securitize Corp. notes that registration alone does not mean any stockholder will actually sell shares.

What recent corporate transaction does Securitize Corp. (SECZ) highlight?

Securitize Corp. highlights completion of a business combination consummated on July 1, 2026 between Cantor Equity Partners II, Inc. and Securitize entities, after which the combined company was renamed Securitize Corp.

What financial information is added for Securitize Corp. (SECZ)?

The amendment adds unaudited condensed consolidated financial statements for Securitize and CEPT as of June 30, 2026 and December 31, 2025, plus related MD&A and updated unaudited pro forma condensed combined financial information.

On which exchange is Securitize Corp. (SECZ) listed and at what recent price?

Securitize Corp. common stock is listed on the New York Stock Exchange under SECZ. The last reported sales price on August 12, 2026 was $7.86 per share.

What is Securitize Corp.’s (SECZ) reporting status under U.S. securities laws?

Securitize Corp. is classified as an “emerging growth company”, which allows it to follow reduced public company reporting requirements compared with larger, more seasoned issuers.

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Available on EDGAR 08/13/2026 - 05:16 PM Accepted by SEC EDGAR 08/13/2026 - 05:15 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-297848

PROSPECTUS SUPPLEMENT

(to Prospectus dated August 7, 2026)

SECURITIZE CORP.

Up to 151,568,524 Shares of Common Stock

This prospectus supplement supplements the prospectus dated August 7, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-297848). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our amendment to current report on Form 8-K, filed with the Securities and Exchange Commission on August 13, 2026 (the “Amendment to Current Report”). Accordingly, we have attached the Amendment to Current Report to this prospectus supplement.

The selling stockholders named in the Prospectus (the “Selling Stockholders”) may offer and sell from time to time up to 151,568,524 shares of our common stock, par value $0.0001 per share (the “Securitize Common Stock”), pursuant to various registration rights held by the Selling Stockholders. Our registration of the securities covered by the Prospectus does not mean that the Selling Stockholders will offer or sell any of the shares of Securitize Common Stock.

Securitize Common Stock is listed on New York Stock Exchange under the symbol “SECZ.” On August 12, 2026, the last reported sales price of Securitize Common Stock was $7.86 per share.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 16 of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus, including this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 13, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2026

SECURITIZE CORP.

(Exact name of registrant as specified in its charter)

Delaware			001-43379			41-2455527
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

78 SW 7th Street, Suite 500

Miami, FL 33130

(Address of principal executive offices)

Registrant’s telephone number, including area code: (646) 918-5012

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value per share			SECZ			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On July 8, 2026, Securitize Corp., a Delaware corporation (formerly known as Securitize Holdings, Inc.) (the “Company” or “PubCo”), filed a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of its previously announced business combination contemplated by that certain Business Combination Agreement, dated October 27, 2025 (the “Merger Agreement”), by and among Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation, Pinecrest Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of PubCo, and Senna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CEPT (the transactions contemplated thereby, the “Business Combination”). The Business Combination was consummated on July 1, 2026 (the “Closing Date”), and on the Closing Date PubCo changed its name to Securitize Corp.

This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed to amend and supplement Item 9.01 of the Original Form 8-K solely to include (i) the unaudited condensed consolidated financial statements of Securitize as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize for the three and six months ended June 30, 2026 and 2025, (iii) the unaudited condensed consolidated financial statements of CEPT as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, and (iv) the unaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, in each case as further described in Item 9.01 below.

Except as described above, this Amendment No. 1 does not amend, modify, update or restate any other information set forth in the Original Form 8-K, and all other information in the Original Form 8-K filed on July 8, 2026 remains unchanged. This Amendment No. 1 should be read in conjunction with the Original Form 8-K, which remains in effect except to the extent expressly amended hereby, and with the Company’s other filings with the Securities and Exchange Commission (the “SEC”).

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The unaudited condensed consolidated financial statements of Securitize as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto, are attached as Exhibit 99.1 hereto and are incorporated herein by reference.

Also attached as Exhibit 99.2 hereto and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize for the three and six months ended June 30, 2026 and 2025.

The unaudited condensed consolidated financial statements of CEPT as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto, are attached as Exhibit 99.3 hereto and are incorporated herein by reference.

The financial statements referred to above should be read in conjunction with the audited consolidated financial statements of Securitize and CEPT as of and for the years ended December 31, 2025 and 2024 and the related notes, which are included in the definitive proxy statement/prospectus filed by the Company with the SEC on June 5, 2026 and were incorporated by reference into Item 9.01(a) of the Original Form 8-K.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of CEPT and Securitize as of June 30, 2026 and for the six months ended June 30, 2026 and for the year ended December 31, 2025 is attached as Exhibit 99.4 hereto and is incorporated herein by reference. Such unaudited pro forma condensed combined financial information updates, and supersedes in its entirety, the unaudited pro forma condensed combined financial information filed as Exhibit 99.1 to the Original Form 8-K.

(d) Exhibits.

Exhibit Number			Description
99.1			Unaudited condensed consolidated financial statements of Securitize, Inc. as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto.
99.2			Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize, Inc. for the three and six months ended June 30, 2026 and 2025.
99.3			Unaudited condensed consolidated financial statements of Cantor Equity Partners II, Inc. as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto.
99.4			Unaudited pro forma condensed combined financial information of Cantor Equity Partners II, Inc. and Securitize, Inc. as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SECURITIZE CORP.
Date: August 13, 2026			By:			/s/ Carlos Domingo
			Name:			Carlos Domingo
			Title:			Chief Executive Officer