Securitize Corp (SECZ) widens H1 2026 loss as AUM and tokenized assets grow

Rhea-AI Filing Summary

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.

Positive

• Revenue up 16% year over year to $33.9 million for the six months ended June 30, 2026, driven by asset servicing growth, particularly from the MG Stover acquisition.
• Average AUM grew 38.8% to $3.7 billion for the first half of 2026, and AUA reached $24.3 billion across 663 funds, indicating expanding platform scale.
• The business combination with CEPT delivered approximately $375 million of aggregate proceeds, significantly enhancing capital resources despite roughly $60 million of transaction costs.
• Transaction volume for Q2 2026 reached $5.3 billion, up from $2.2 billion, supported by large flows in flagship tokenized funds and a new $250 million subscription into STAC.

Negative

• Q2 2026 net loss from continuing operations widened to $21.7 million from $5.5 million, and first‑half net loss rose to $29.6 million from $10.1 million, reflecting much higher expenses and fair‑value losses.
• Adjusted EBITDA turned negative to $(5.5) million in Q2 and $(4.6) million for the first half of 2026, down from positive $1.8 million and $5.9 million in the prior‑year periods.
• Provision for expected credit losses increased sharply to $1.3 million in Q2 and $1.6 million for the first half, largely due to a specific customer write‑off.
• Token price movements drove $1.4 million first‑half loss on digital assets held for investment and continued operating losses on digital assets, adding volatility to results.

Filing Explained

July 1 conversions replaced $79.9 million of convertible obligations and a $20 million prepaid option with PubCo common shares, changing the ownership structure.

The amendment adds detail on the completed July 1, 2026 business combination: the $79.9 million of convertible notes and SAFEs converted into common stock, and the NHTV option was exercised for shares that also became PubCo common stock.

These conversions document completed issuance and exchange mechanics rather than a remaining pre-closing obligation; issuing additional shares increases the share count and reduces existing holders’ percentage ownership absent offsetting changes.

The $20 million received for the NHTV option on June 25, 2026 was recorded as a prepayment liability at June 30 because the shares had not yet been issued, with the filing stating that the option was exercised for shares at the closing.

Separately, the company states that it wound down all of its token lending arrangements during the first half of 2026 and had no associated amounts remaining on its June 30 balance sheet.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Revenue: $14,435,845 H1 2026 Revenue: $33,914,311 H1 2026 Net Loss from Continuing Operations: $29,621,854 +5 more

8 metrics

Q2 2026 Revenue $14,435,845 Three months ended June 30, 2026

H1 2026 Revenue $33,914,311 Six months ended June 30, 2026, up 16% year over year

H1 2026 Net Loss from Continuing Operations $29,621,854 Six months ended June 30, 2026, versus $10,080,306 prior year

Q2 2026 Adjusted EBITDA $(5,458,724) Three months ended June 30, 2026

Average AUM Q2 2026 $4,255,841,108 Average AUM during the three months ended June 30, 2026

AUA June 30, 2026 $24.3 billion Assets under administration across 663 funds for over 150 clients

Business Combination Proceeds $375 million Aggregate proceeds from CEPT SPAC and PIPE before ~$60 million costs

Cash and Cash Equivalents $33.6 million Balance as of June 30, 2026, before SPAC proceeds

Key Terms

reverse recapitalization, tokenized real-world assets, Adjusted EBITDA, simple agreements for future equity, +2 more

6 terms

reverse recapitalization financial

"the Business Combination has been accounted for as a reverse recapitalization, with Securitize treated as the accounting acquirer"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

tokenized real-world assets financial

"tokenized real-world assets distributed on public blockchain networks increased from approximately $25 billion"

Tokenized real-world assets are physical or financial items — such as real estate, bonds, art, or commodities — represented by digital tokens on a secure online ledger, enabling ownership to be divided into small, tradable pieces. For investors this can mean easier buying and selling, lower minimum investments and faster settlement, but it also introduces technology, market and legal risks, so it's like turning a house into many tradeable shares with new rules and costs to consider.

Adjusted EBITDA financial

"we have disclosed here and elsewhere the measure of Adjusted EBITDA, a non-GAAP financial measure"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

simple agreements for future equity financial

"change in the fair value of simple agreements for future equity resulted in a $5.7 million loss"

A simple agreement for future equity is a lightweight contract where an investor gives money now in exchange for the right to receive company shares at a later financing event, rather than buying shares immediately. Think of it as a voucher or IOU that converts into stock when the company raises a priced round; it matters to investors because it determines when they become owners, how much of the company they ultimately own, and how early risk and future dilution are shared.

Master Loan and Security Agreement financial

"lending arrangements, governed by various Master Loan and Security Agreement (MLSAs), with certain investors"

Registered Investment Advisor regulatory

"Securitize Capital, and became a full U.S. Securities and Exchange Commission (SEC) Registered Investment Advisor (RIA)"

A registered investment advisor is a professional or firm that provides financial advice and manages investments for clients, operating under regulations that require them to act in their clients' best interests. This designation helps investors identify trustworthy advisors who are legally committed to providing transparent and fair guidance, much like a licensed doctor is bound to prioritize patient well-being.

FAQ

How did Securitize Corp. (SECZ) perform financially in Q2 2026?

Securitize generated $14.4 million of revenue in Q2 2026, down 5% year over year, and reported a net loss from continuing operations of $21.7 million. Higher operating expenses and fair‑value losses on financial instruments drove the larger loss.

What were Securitize Corp. (SECZ) results for the first half of 2026?

For the six months ended June 30, 2026, Securitize reported $33.9 million of revenue, up 16%, and a net loss from continuing operations of $29.6 million. Asset servicing growth offset softer tokenization revenues, but expenses and fair‑value items increased.

How are Securitize Corp. (SECZ) assets under management and administration trending?

Average AUM reached $4.3 billion in Q2 2026, up 16.1% from the prior year quarter, and $3.7 billion for the six months, up 38.8%. AUA totaled $24.3 billion across 663 funds for more than 150 clients as of June 30, 2026.

What liquidity and capital did Securitize Corp. (SECZ) have around the business combination?

As of June 30, 2026, Securitize held $33.6 million of cash and cash equivalents. After period‑end, the SPAC business combination and PIPE delivered approximately $375 million of gross proceeds, before about $60 million of transaction and closing costs.

How did the MG Stover acquisition impact Securitize Corp. (SECZ) in 2026?

The April 2025 MG Stover acquisition boosted asset servicing revenue by $5.7 million in the first half of 2026 and contributed to higher cost of revenue and operating expenses, as additional personnel and systems were integrated into the platform.

What is Securitize Corp. (SECZ) reporting for Adjusted EBITDA?

Securitize’s Adjusted EBITDA was $(5.5) million in Q2 2026 and $(4.6) million for the first half, compared with positive $1.8 million and $5.9 million in the prior‑year periods. The non‑GAAP metric excludes non‑cash and non‑core items.

How exposed is Securitize Corp. (SECZ) to digital asset market risk and custodians?

The company records losses on digital assets through earnings when prices fall and holds assets across OKX, Coinbase, and self‑custody with Fireblocks. About 89.9% of crypto exposure at June 30, 2026 was in Securitize‑issued tokenized securities with transfer‑agent backstops.

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Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 05:01 PM Accepted by SEC EDGAR 08/13/2026 - 05:01 PM Learn about SEC filing dates

0002094496FALSE00020944962026-07-082026-07-08

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

SECURITIZE’S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with Securitize’s unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 8-K/A. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 8-K/A, including information with respect to Securitize’s plans and strategy for its business, includes forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” and sections of the Company's Registration Statement on Form S-1 filed with the SEC on July 31, 2026 (File No. 333-297848) (the "Form S-1" or "S-1"), including “Cautionary Statement Regarding Forward-Looking Statements.” Therefore, actual results may differ materially from those contained in any forward-looking statements. For purposes of this section, references to “Securitize,” “we,” “our” or “us” are to Securitize, Inc. and its subsidiaries prior to consummation of the Business Combination, and Securitize Corp. (f/k/a Securitize Holdings, Inc.) and its subsidiaries (including Securitize I, Inc. f/k/a Securitize, Inc.) following consummation of the Business Combination.

Securitize Overview

Securitize was the first digital securities issuance platform, founded in 2017 and coming to market in January 2018. Securitize and its subsidiaries have built the most comprehensive and trusted infrastructure for tokenizing financial assets on-chain. The company operates a fully regulated, end-to-end platform for the issuance, trading and servicing of tokenized securities. As the only vertically integrated tokenization provider with SEC-registered entities across a transfer agent, broker-dealer, alternative trading system (ATS), exempt investment advisor (see registration update below) and fund administrator, Securitize uniquely enables a complete lifecycle for tokenized assets. These registrations enable Securitize to legally issue, manage, and trade digital securities in the United States under the same framework that governs traditional equities and bonds, while leveraging the efficiency and transparency of blockchain technology. Recently, on July 27, 2026, Securitize registered its previously exempted entity, Securitize Capital, and became a full U.S. Securities and Exchange Commission (SEC) Registered Investment Advisor (RIA).

Key Factors Affecting Our Operating Performance

Growth of the Internet financial system

The Internet financial system is increasingly being built on blockchain infrastructure, and represents a fundamental shift that we believe will result in a profound change to the existing financial system by materially improving efficiency, reducing costs, expanding accessibility, and accelerating innovation. While the Internet financial system has grown rapidly, it remains in its infancy and is very small relative to the legacy financial system. We believe we are well positioned to be among the winners in this emerging, transformative space, and we expect increased adoption and expansion of the Internet financial system to be a key driver of growth in all our products and services, and hence of our overall financial performance.

Government regulation

At Securitize, we have always had a “regulation first” philosophy that underlies our operations and has led to significant investments in building a robust compliance infrastructure regarding the tokenization of real-world assets (“RWAs”). As global regulatory frameworks continue to evolve and expand in scope, we remain vigilant in

monitoring these changes and expect to continue allocating significant resources across our legal, compliance, product, and engineering teams to ensure our tokenization practices remain aligned with both current and anticipated regulations.

Major economies around the world including the United States, European Union, Hong Kong, Japan, and Singapore are actively developing and refining national laws that govern digital representations of traditional assets. Others, such as the United Arab Emirates, are exploring comprehensive frameworks to integrate tokenized RWAs into their financial systems.

In the U.S., the recent passage of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”) marks a pivotal step toward establishing regulatory clarity for digital asset markets, including tokenized securities and other RWAs. The GENIUS Act is a U.S. federal law enacted in July 2025 that creates a regulatory framework for stablecoin digital assets pegged to the U.S. dollar. We believe that increased global regulatory certainty will foster greater institutional and consumer confidence in tokenized assets, accelerating their adoption as a trusted and efficient vehicle for investment and capital formation. These developments reinforce our belief that Securitize is well-positioned to lead the growth of a compliant and scalable RWA tokenization ecosystem.

Growth in TradFi market

Management believes the continued adoption of tokenized real-world assets and blockchain-enabled financial infrastructure may support long-term demand for the Company’s platform and servicing capabilities. Specifically, we expect to expand into the over $400 trillion Traditional Finance (“TradFi”) market by growing our user base with tokenized products. These products will provide individual investors access to alternative assets that TradFi institutions do not offer. These products will also provide individual investors with securities that have more efficient fractional ownership, lower minimums, are self-directed, and have more liquidity options which tokenization enables.

Price and volatility of digital assets

Values of certain digital assets have been highly volatile. Effects from speculation regarding the future appreciation or depreciation in the value of digital assets, making their market prices more volatile, may materially and adversely affect the value of our digital asset inventory. Changing investor confidence and resultant fluctuations in the price of various digital assets may cause uncertainty in the market and could negatively impact trading volumes of digital assets, which would negatively impact our business and operating results.

Adoption of digital assets

The digital asset ecosystem experienced rapid growth in 2021, driven by increasing adoption of digital assets, advancements in blockchain technology, the expansion of decentralized applications, and the emergence of tokenization as a significant use case. Following a period of contraction in 2022, the industry continued to mature through ongoing technological innovation, expanding commercial applications, increasing regulatory engagement, and growing participation by institutional investors and enterprises.

Adoption of digital assets has evolved beyond an initially retail-driven user base to include asset managers, financial institutions, corporations, and other organizations utilizing digital assets and blockchain technology for investment, operational, and commercial purposes. The launch of spot-based digital asset exchange-traded funds

(“ETFs”) in the United States in 2024 contributed to broader accessibility and increased participation by traditional financial market participants. In addition, according to data published by RWA.xyz, the value of tokenized real-world assets distributed on public blockchain networks increased from approximately $25 billion at the end of 2025 to more than $35 billion as of June 30, 2026, reflecting increasing adoption of tokenization across asset classes including government securities, private credit, commodities, equities and real estate. Over the same period, the number of holders of tokenized real-world assets increased from approximately 0.6 million at the end of 2025 to approximately 1.0 million as of June 30, 2026.

However, historical trends are not indicative of future adoption, and it is possible that adoption of digital assets, tokenization technologies, and blockchain-based infrastructure may slow, take longer to develop, or never achieve broad acceptance, which could negatively impact our business and operating results.

Other challenges and risks

We are operating in new industries that are highly innovative, rapidly evolving and characterized by healthy competition, experimentation, changing customer needs, and the frequent introduction of new products and services. We are subject to uncertain and evolving industry and regulatory requirements. While we believe we are well-positioned to capitalize on market opportunities made possible by the rapid evolution of the digital assets ecosystem, due to the relatively nascent stage of our industries and other challenges that we face, our business model also presents certain material risks.

All participants in the cryptoeconomy, including direct investors, consumers and providers of goods and services related to this industry, may be subject to additional costs associated with participating in this industry, as compared with participation in established commerce, due to the rapidly evolving landscape. The potentially higher costs associated with the cryptoeconomy include, but are not limited to, elevated legal and financial advisory fees, use of significant resources to monitor and maintain compliance with applicable laws and regulations, as well as elevated and unpredictable costs of custody, transactions, insurance and theft. Other material risks specific to this industry include a lack of adoption or acceptance of digital assets and blockchain technology, the volatile prices of digital assets, exposure to malicious actors and platform vulnerabilities, and uncertainties in the tax and accounting treatment of digital assets, among others.

Key Indicators of Performance and Financial Condition

The Company uses a variety of operating and financial metrics, including a non‑U.S. GAAP (“non‑GAAP”) financial measure, to evaluate the performance of its business and assess its financial condition. Key financial metrics include total revenue, net income (loss), and Adjusted EBITDA. Key operating metrics include average assets under management (“AUM”), assets under administration ("AUA"), and transaction volume, as defined below.

Average Assets Under Management

AUM serves as a critical indicator of Securitize’s operational scale and market traction. As a measure of the total value of digital securities and tokenized assets managed across its platform, AUM reflects both investor confidence and the platform’s ability to attract and retain high-quality issuers. The following table highlights Securitize’s AUM growth over time, offering insight into its expanding footprint in the digital asset ecosystem and its effectiveness in delivering compliant, blockchain-based investment solutions:

			Average AUM
During the three months ended June 30, 2026			$	4,255,841,108
During the six months ended June 30, 2026			$	3,714,783,636
During the three months ended June 30, 2025			$	3,667,080,129
During the six months ended June 30, 2025			$	2,675,968,197

Average AUM for the three months ended June 30, 2026 increased by approximately $0.6 billion, or 16.1%, to $4.3 billion, from $3.7 billion for the three months ended June 30, 2025. Average AUM for the six months ended June 30, 2026 increased by approximately $1.0 billion, or 38.8%, to $3.7 billion, from $2.7 billion for the six months ended June 30, 2025. The increase in average AUM was primarily driven by significant growth in tokenized fund issuances, expansion of institutional partnerships, and increased adoption of tokenized real-world assets on the Securitize platform.

Assets Under Administration

Assets under administration ('AUA') represents the aggregate value of assets for which the Company provides fund administration services, including subscription and redemption processing, recordkeeping, and related fund servicing functions, as of the measurement date. As of June 30, 2026, AUA was $24.3 billion, administered across 663 funds for over 150 clients.

Transaction Volume

Transaction volume represents the aggregate volume of investments, redemptions, dividends, and cross-chain movements of assets issued on the Securitize platform during the period. Transaction volume for the three months ended June 30, 2026 was $5.3 billion, an increase of $3.1 billion compared to $2.2 billion for the three months ended June 30, 2025. The increase was primarily driven by subscription and redemption activity in BUIDL and BUIDL-I, alongside a new $250 million subscription into STAC from a number of institutional stablecoin reserve accounts.

Significant Transactions

Business Combination

On July 1, 2026, the Company completed its Business Combination with Cantor Equity Partners II, Inc. ("CEPT"), with both entities becoming wholly owned subsidiaries of Securitize Corp. ("PubCo"), which began trading on the New York Stock Exchange under the ticker symbol "SECZ" on July 2, 2026. The transaction generated aggregate proceeds of approximately $375 million, including approximately $198 million from a concurrent PIPE financing. The Company incurred approximately $60 million in transaction costs and the Business Combination has been accounted for as a reverse recapitalization, with Securitize treated as the accounting acquirer and the transaction treated as the equivalent of Securitize issuing shares for the net assets of CEPT, with no goodwill or intangible assets recorded. Refer to Note 20, Subsequent Events, of the condensed consolidated financial statements for further details.

In connection with becoming a public company, we expect to hire additional personnel and to implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, hiring of new personnel and fees to

outside consultants, and costs related to implementation of an appropriate internal control framework, insurance, and investor relations.

MG Stover Acquisition

On April 15, 2025, the Company completed the acquisition of all outstanding equity interests of MG Stover LLC (“MG Stover” or "MG Stover & Co."), a leading fund administrator for digital assets. As a result, MG Stover’s operating results have been consolidated into the Company’s financial statements effective from the acquisition date. The total purchase consideration was $21.1 million, net of cash acquired. No equity was issued as part of the transaction.

Acquired intangible assets include customer relationships valued at approximately $9.4 million, which were fair valued using a discounted cash flow method based on company projections and Level 3 inputs. The trademark and non-compete agreements were determined to have de minimis values due to immediate rebranding and retention of key personnel. Goodwill of approximately $13.0 million represents expected synergies, expanded service capabilities, and the excess of purchase price over the fair value of net assets acquired.

Convertible Promissory Notes Payable Issuance

During the years ended December 31, 2025 and 2024, the Company issued convertible promissory notes ("the Convertible Notes") to various investors for proceeds. The total principal outstanding was $79.9 million as of June 30, 2026 and December 31, 2025, and $49.9 million as of December 31, 2024. The Convertible Notes are senior to other secured indebtedness and carry a 5% annual interest rate. The interest on the notes issued during the year ended December 31, 2025 is compounding until either full repayment or conversion, and the interest on the notes issued during the year ended December 31, 2024 is simple interest. The Convertible Notes mature 36 months from issuance. On July 1, 2026, all outstanding convertible promissory notes and simple agreements for future equity were converted into shares of the Company's common stock and then exchanged into PubCo common stock. Refer to Note 20, Subsequent Events, for further details.

Lending and Collateralization Arrangements Involving Tokens

During the fourth quarter of 2024 and the year ended December 31, 2025, the Company became party to lending arrangements, governed by various Master Loan and Security Agreement (MLSAs), with certain investors of tokenized funds (the “counterparties”). Under the MLSAs, we were subject to making advances to the counterparties in exchange for transferring certain tokens as collateral on the loans. These loans receivable bear an annual facilitation fee of approximately 2% which accrues until settled as a deduction from the collateral balance remitted back to the counterparties. The loans have no specified maturity date and are mutually callable. We simultaneously locked the tokens received as collateral in a smart contract with a decentralized finance network, and in exchange for the locked tokens (which are minted as “sTokens” to enhance composability with these networks and are recorded on the unaudited condensed consolidated balance sheet within ‘Restricted tokenized assets’ in the aggregate amounts of $1.7 million as of December 31, 2025) we obtain stablecoins or another form of collateralized digital assets. The digital assets received have historically either been held for investment or used for other purposes by the Company such as funding our outstanding ‘Digital assets loan receivable’ balance by immediately transferring the digital assets obtained back to the counterparties. As a result of the Company’s facilitation of these transactions through proof‑of‑concepts demonstrating how tokenized real‑world assets (RWAs) can interact with DeFi protocols to enable new institutional investment strategies—while concurrently advancing the ecosystem and

increasing the amount of tokenized assets and protocols available—the public release of these smart contracts has been successfully rolled out, allowing investors to access them independently as intended. Specifically, the Company’s facilitation of each transaction’s execution is no longer required, while the functionality still provides for the level of compliance necessary for the underlying RWAs and the applicable regulatory frameworks. Accordingly, during the final months of the year ended December 31, 2025 and during the six months ended June 30, 2026, the Company wound down all of these lending arrangements with counterparties and had no associated amounts remaining on the unaudited condensed consolidated balance sheets as of June 30, 2026.

See the notes to the unaudited condensed consolidated financial statements, Lending and Collateralization Arrangements Involving Tokens (Note 15), for additional details regarding our MLSAs.

Secondary transactions and exchange of Common stock for Series B-4 redeemable convertible preferred stock

During the three and six months ended June 30, 2025, certain former employees, co-founders, and related parties sold 653,911 shares of common stock, 95,203 shares of Series A redeemable convertible preferred stock, 4,649 shares of Series B-1 redeemable convertible preferred stock, and 64,399 shares of Series B-2 redeemable convertible preferred stock to new and existing investors at purchase prices in excess of the estimated fair value of the respective classes of stock at the time of the transaction (“2025 secondary transactions”). The Company waived its right of first refusal applicable to such shares. As a result of the common stock transactions, the Company recorded a total of $8.3 million in stock-based compensation expense for the excess of the purchase price paid by these investors over the fair value of shares sold. This amount is included in ‘Compensation and benefits’ expense on the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025. As a result of the preferred stock transactions, the Company recorded a deemed dividend in the amount of $1.5 million for the excess of the purchase price paid by these investors over the carrying value of the shares sold. In connection with certain of the 2025 secondary transactions, on March 4, 2025, a preferred stockholder exchanged 421,723 shares of common stock with the Company for 421,723 shares of Series B-4 redeemable convertible preferred stock. The fair value of the newly issued Series B-4 redeemable convertible preferred stock at the time of the exchange was $6.3 million. Upon completion of the Series B-4 redeemable convertible preferred stock exchange, the associated shares of common stock received in the exchange were retired.

The Company did not have any secondary transactions during the six months ended June 30, 2026.

Sale of Securitize for Advisors

On November 26, 2025, the Company finalized the sale of their Securitize For Advisors business, which was presented as discontinued operations in the consolidated financial statements as of and for the year ended December 31, 2025. The base consideration/sale price per the Agreement was $2,871,526.

Certain Components of Results of Operations

Revenue

Revenues are derived from tokenization of funds and RWAs in addition to the integration of blockchain protocols to optimize fund processes, as well as distribution fees from certain products. Revenues are also derived from asset services which include an SEC-registered transfer agent focused on providing a comprehensive suite of service, in addition to fund administrative services.

Operating costs and expenses:

Cost of revenue (exclusive of items shown below)

Cost of revenue consists of direct costs incurred to provide services to the Company’s customers. These costs primarily include direct labor cost, which include salaries, wages, and benefits for employees directly involved in the servicing of customers for the Company’s Tokenization and Asset Servicing offerings, including certain blockchain and protocol engineers as well as fund administrators, among others. Other costs of revenues include contractor costs, security and identity verification costs, legal fees, software subscription costs, and certain other costs incurred as a direct result of customer transactions. These costs do not include depreciation, amortization, and the allocation of any rent or utilities.

Selling, general & administrative

Selling, general & administrative expenses include non‑personnel operating costs such as professional and consulting fees, legal and accounting services, recruiting costs, facilities and office expenses, travel and entertainment, software costs not related to providing or supporting services to customers, equipment costs, insurance, regulatory and licensing fees, depreciation and amortization, and other general corporate expenses that are not directly attributable to cost of revenues, product and development, or sales and marketing activities.

Compensation and benefits

Compensation and benefits consist of base compensation for employees and contractors, incentive and equity compensation tied to performance and retention, and payroll related taxes, benefits, and other employee related costs.

Provision for expected credit losses

Provision for expected credit losses consists of changes to our provision on our trade accounts receivable balances.

Loss on digital assets from operations, net

Loss on digital assets from operations, net reflect changes in the fair value of digital assets held by the Company that are recognized in earnings as a result of market price fluctuations and the Company’s level of digital asset holdings.

Other income (expense):

Other income (expense), net consists of non-operating income and expenses not directly related to our core operations. This includes income (expense) from yield earned on the Company’s tokenized assets for which it has control, interest expense, interest income, dividend income, gain (loss) on digital assets held for investment, net, change in fair value of certain options, SAFEs, and derivative liabilities.

Provision for income taxes

Provision from income taxes includes income taxes related to foreign jurisdictions and U.S. federal and state income taxes. As we conduct business activities internationally, any changes in the U.S. and foreign taxation of such activities may affect our overall provision for income taxes in the future.

Net loss from discontinued operations

Loss from discontinued operations includes financial activity related to the Securitize for Advisors reporting unit, which was sold in the fourth quarter of 2025 and presented as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025.

Other comprehensive income (loss)

Other comprehensive income (loss) consists of our foreign currency translation adjustment from our operations in Japan, Europe, and Israel.

Results of Operations

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table summarizes the results of operations for the periods indicated:

						Three Months Ended June 30,
						2026						2025						$ Change						% Change
Revenue						$14,435,845						$15,262,176						$(826,331)						(5)%
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)						3,981,122						3,532,624						448,498						13%
Selling, general & administrative						8,217,259						3,523,906						4,693,353						133%
Compensation and benefits						10,547,883						8,031,538						2,516,345						31%
Provision for expected credit losses						1,315,134						111,885						1,203,249						1,075%
Loss on digital assets from operations, net						82,705						259,910						(177,205)						(68)%
Total operating costs and expenses						24,144,103						15,459,863						8,684,240						56%
Loss from operations						(9,708,258)						(197,687)						(9,510,571)						4,811%
Other income (expense):
Interest expense						(1,105,915)						(1,389,167)						283,252						(20)%
Interest income						176,391						347,802						(171,411)						(49)%
Dividend income						87,581						43,313						44,268						102%
Loss on digital assets held for investment, net						(512,615)						—						(512,615)						n/m
Other income (expense), net						1,145,805						(148,833)						1,294,638						870%
Change in fair value of option liability						(29,266,000)						(977,000)						(28,289,000)						(2,895)%
Change in fair value of simple agreements for future equity						(4,310,000)						(383,000)						(3,927,000)						(1,025)%
Change in fair value of derivative liability						21,843,000						(2,754,000)						24,597,000						893%
Total other expense, net						(11,941,753)						(5,260,885)						(6,680,868)						127%
Net loss from continuing operations before income taxes						(21,650,011)						(5,458,572)						(16,191,439)						297%
Provision for income taxes						(39,191)						(80,216)						41,025						(51)%
Net loss from continuing operations						(21,689,202)						(5,538,788)						(16,150,414)						292%
Net loss from discontinued operations						—						(607,515)						607,515						(100)%
Net loss						(21,689,202)						(6,146,303)						(15,542,899)						253%

Revenue

Revenue for the three months ended June 30, 2026 was $14.4 million, a decrease of $0.9 million compared to $15.3 million for the three months ended June 30, 2025, reflecting lower tokenization revenue, partially offset by higher asset servicing revenue.

Tokenization revenue for the three months ended June 30, 2026 was $7.8 million, a decrease of $1.1 million compared to $8.9 million for the three months ended June 30, 2025. The decrease was primarily attributable to lower revenue from fewer on-chain integrations completed during the current year period as compared to the prior year period.

Asset servicing revenue for the three months ended June 30, 2026 was $6.6 million, an increase of $0.2 million compared to $6.4 million for the three months ended June 30, 2025, primarily attributable to growth in the underlying business.

Operating costs and expenses:

Cost of revenue (exclusive of items shown below)

Cost of revenue for the three months ended June 30, 2026 was $4.0 million, an increase of $0.5 million compared to $3.5 million for the three months ended June 30, 2025. The increase was primarily due to increased headcount of revenue-generating personnel and higher software & systems expenses, mainly associated with the acquisition of MG Stover.

Cost of revenue as a percentage of revenue was 27.6% for the three months ended June 30, 2026, compared to 23.1% for the three months ended June 30, 2025. This increase was largely attributable to the acquisition of MG Stover.

Selling, general & administrative

Selling, general & administrative expenses for the three months ended June 30, 2026 were $8.2 million, an increase of $4.7 million compared to $3.5 million for the three months ended June 30, 2025. The increase was driven in part by higher consulting, professional, license fees, software & subscriptions expenses, and accounting fees of $3.0 million, including costs associated with public-company readiness efforts, a portion of which are non-recurring in nature. The remaining approximately $1.7 million increase was primarily driven by higher IT, conferences & industry event fees, and other marketing expenses, among others, some of which were driven by the acquisition of MG Stover.

Selling, general & administrative expenses represented approximately 56.9% of revenue for the three months ended June 30, 2026, compared to approximately 23.1% for the three months ended June 30, 2025. The increase as a percentage of revenue was primarily due to higher consulting, professional, and accounting fees, including investments in public company readiness, which outpaced revenue in the current-year period.

Compensation and benefits

Compensation and benefits expense for the three months ended June 30, 2026 was $10.5 million, an increase of $2.5 million compared to $8.0 million for the three months ended June 30, 2025. The increase was primarily driven by higher salaries, bonus, contractor, and benefits costs resulting from increased headcount, including at Securitize Fund Services associated with the acquisition of MG Stover and increased headcount as part of becoming a public company.

Compensation and benefits expense represented approximately 73.1% of revenue for the three months ended June 30, 2026, compared to approximately 52.6% for the three months ended June 30, 2025. The increase as a percentage of revenue was primarily driven by increased headcount, including personnel added through the acquisition of MG Stover and corporate hiring, while revenue was relatively flat in the current-year period.

Provision for expected credit losses

Provision for expected credit losses for the three months ended June 30, 2026 was $1.3 million, an increase of $1.2 million compared to $0.1 million for the three months ended June 30, 2025. The increase primarily reflected the write-off of a specific customer's accounts receivable balance.

Loss on digital assets from operations, net

Loss on digital assets from operations, net was a $0.1 million loss for the three months ended June 30, 2026, largely consistent with the $0.3 million loss for the three months ended June 30, 2025.

Other income (expense):

Interest expense

Interest expense was $1.1 million for the three months ended June 30, 2026, largely consistent with $1.4 million for the three months ended June 30, 2025. Any differences between the periods were primarily attributable to the finalization of interest accrued on our convertible notes in connection with the Business Combination.

Interest income

Interest income was $0.2 million for the three months ended June 30, 2026, a decrease of $0.1 million compared to $0.3 million for the three months ended June 30, 2025, remaining relatively flat year over year.

Dividend income

Dividend income was $0.1 million for the three months ended June 30, 2026, compared to less than $0.1 million for the three months ended June 30, 2025, remaining relatively flat year over year.

Loss on digital assets held for investment, net

Loss on digital assets held for investment, net, was $0.5 million for the three months ended June 30, 2026, with no such losses incurred during the three months ended June 30, 2025. The loss reflects the decrease in value of the Company's digital asset holdings during the current period, consistent with broader market price declines, particularly among alternative coins ("altcoins") in which the Company is invested. The Company did not hold any digital assets for investment during the three months ended June 30, 2025, and therefore no gain or loss was recognized in that period.

Other income (expense), net

Other income, net was $1.1 million for the three months ended June 30, 2026, compared to a nominal net expense of $0.1 million for the three months ended June 30, 2025, a fluctuation of $1.2 million. The change was primarily driven by unrealized gains on the Company's investment portfolio during the current-year period.

Change in fair value of simple agreements for future equity

The change in the fair value of simple agreements for future equity resulted in a $4.3 million loss for the three months ended June 30, 2026, representing an increase of $3.9 million compared to a $0.4 million loss for the same period in 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.

Change in fair value of derivative liability

The change in the fair value of the derivative liability resulted in a $21.8 million gain for the three months ended June 30, 2026, representing a $24.6 million change compared to an unrealized loss of $2.8 million for the same period in 2025. The current period gain was primarily driven by the 2024 Convertible Notes, as the increase in the estimated fair value of our common stock in anticipation of the Business Combination resulted in holders being expected to convert at the fixed conversion price, which effectively extinguished the value of the associated derivative. The remaining balance relates to the 2025 Convertible Notes, which continued to carry some fair value given that holders were expected to convert at a discounted price.

Change in fair value of option liability

The change in the fair value of the option liability for the three months ended June 30, 2026 resulted in a $29.3 million loss, representing a $28.3 million increase in the loss compared to a $1.0 million loss for the same period in 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.

Provision for income taxes

The provision for income taxes for the three months ended June 30, 2026 was de minimis, compared to a provision of $0.1 million for the three months ended June 30, 2025. The income tax provision for both periods primarily relates to the portion of tax-deductible goodwill that increases our deferred tax liabilities which is not fully offset by our deferred tax assets related to new operating losses due to limitations on net operating loss utilization.

Net loss from discontinued operations

There were no losses from discontinued operations for the three months ended June 30, 2026, compared to a loss of $0.6 million for the three months ended June 30, 2025. The Company sold its discontinued operations, the Securitize for Advisors reporting unit, in the fourth quarter of 2025; accordingly, there were no operations or results from this business in the current period.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table summarizes the results of operations for the periods indicated:

						Six Months Ended June 30,
						2026						2025						$ Change						% Change
Revenue						$33,914,311						$29,296,195						$4,618,116						16%
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)						8,451,012						5,279,281						3,171,731						60%
Selling, general & administrative						15,955,352						6,845,087						9,110,265						133%
Compensation and benefits						19,648,481						20,005,074						(356,593)						(2)%
Provision for expected credit losses						1,600,587						186,273						1,414,314						759%
Loss on digital assets from operations, net						369,297						1,110,570						(741,273)						(67)%
Total operating costs and expenses						46,024,729						33,426,285						12,598,444						38%
Loss from operations						(12,110,418)						(4,130,090)						(7,980,328)						193%
Other income (expense):
Interest expense						(3,374,490)						(2,840,058)						(534,432)						19%
Interest income						413,505						515,293						(101,788)						(20)%
Dividend income						241,033						85,147						155,886						183%
Loss on digital assets held for investment, net						(1,433,082)						—						(1,433,082)						n/m
Other income (expense), net						1,735,797						431,677						1,304,120						302%
Change in fair value of option liability						(29,176,000)						(487,000)						(28,689,000)						(5,891)%
Change in fair value of simple agreements for future equity						(5,678,000)						(449,000)						(5,229,000)						(1,165)%
Change in fair value of derivative liability						19,842,000						(3,044,000)						22,886,000						752%
Total other expense, net						(17,429,237)						(5,787,941)						(11,641,296)						201%
Net loss from continuing operations before income taxes						(29,539,655)						(9,918,031)						(19,621,624)						198%
Provision for income taxes						(82,199)						(162,275)						80,076						(49)%
Net loss from continuing operations						(29,621,854)						(10,080,306)						(19,541,548)						194%
Net loss from discontinued operations						—						(1,190,854)						1,190,854						(100)%
Net loss						$(29,621,854)						$(11,271,160)						$(18,350,694)						163%

Revenue

Revenue for the six months ended June 30, 2026 was $33.9 million, an increase of $4.6 million compared to $29.3 million for the six months ended June 30, 2025. The increase was primarily driven by growth in asset servicing revenue of $5.7 million, principally from the acquisition of MG Stover in April 2025, partially offset by lower tokenization revenue of $1.1 million, mainly on-chain integration revenue.

Tokenization revenue for the six months ended June 30, 2026 was $19.0 million, a decrease of $1.1 million compared to $20.1 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower revenue from fewer on-chain integrations completed during the current year period as compared to the prior year period. The decline in integration-related revenue was partially offset by recurring revenue generated from ongoing platform support and other tokenization services.

Asset servicing revenue for the six months ended June 30, 2026 was $14.9 million, an increase of $5.7 million compared to $9.2 million for the six months ended June 30, 2025. The increase was primarily driven by the

acquisition of MG Stover on April 15, 2025, which expanded the Company's fund administration and related asset servicing capabilities and contributed additional revenue during the six months ended June 30, 2026.

Operating costs and expenses:

Cost of revenue (exclusive of items shown below)

Cost of revenue for the six months ended June 30, 2026 was $8.5 million, an increase of $3.2 million compared to $5.3 million for the six months ended June 30, 2025. The increase was primarily due to the acquisition of MG Stover, which contributed substantially all of the increase through $2.0 million of higher headcount of revenue-generating personnel and $1.2 million primarily of higher software & systems expenses.

Cost of revenue as a percentage of revenue was 24.9% for the six months ended June 30, 2026, compared to 18.0% for the six months ended June 30, 2025. This increase was largely attributable to the acquisition of MG Stover.

Selling, general & administrative

Selling, general & administrative expenses for the six months ended June 30, 2026 were $16.0 million, an increase of $9.2 million compared to $6.8 million for the six months ended June 30, 2025. The increase was driven in part by higher consulting, professional, and accounting fees of $3.9 million, including costs associated with public-company readiness efforts, a portion of which are non-recurring in nature. The increase was also attributable to additional operating costs, including $1.0 million of higher software-related subscription costs and an increase of approximately $4.3 million relating to advertising, conferences, recruiting, licenses, regulatory dues, and depreciation, among others, some of which resulted from the acquisition of MG Stover.

Selling, general & administrative expenses represented approximately 47.0% of revenue for the six months ended June 30, 2026, compared to approximately 23.4% for the six months ended June 30, 2025. The increase as a percentage of revenue was primarily due to higher consulting, professional, and accounting fees, including investments in public-company readiness, which outpaced revenue growth in the current-year period.

Compensation and benefits

Compensation and benefits expense for the six months ended June 30, 2026 was $19.6 million, a decrease of $0.4 million compared to $20.0 million for the six months ended June 30, 2025. This decrease was largely driven by $7.7 million of lower stock-based compensation expense incurred during the current year which is attributable to non-recurring secondary transactions during the prior-year period, and for which there were no comparable transactions in the current period. The decrease was largely offset by $7.3 million of higher salaries & wages, bonus, contractor, and benefits costs, partly driven by the acquisition of MG Stover, as well as generally increased headcount across the business associated with becoming a public company, including at Corporate and the Company's SEC-registered broker dealer.

Compensation and benefits expense represented approximately 57.9% of revenue for the six months ended June 30, 2026, compared to approximately 68.3% for the six months ended June 30, 2025. This decrease as a percentage of revenue was driven by significant revenue growth during the current-year period, which outpaced the increase in compensation and benefits costs, together with lower stock-based compensation expense.

Provision for expected credit losses

Provision for expected credit losses for the six months ended June 30, 2026 was $1.6 million, an increase of $1.4 million compared to $0.2 million for the six months ended June 30, 2025. The increase primarily reflected the write-off of a specific customer's accounts receivable balance.

Loss on digital assets from operations, net

Loss on digital assets from operations, net, was $0.4 million for the six months ended June 30, 2026, a decrease of $0.7 million compared to a $1.1 million loss for the six months ended June 30, 2025. The year-over-year decrease was primarily attributable to a lower volume of digital assets from operations in the current period, as a greater portion of the Company's digital assets are now classified as held for investment.

Other income (expense):

Interest expense

Interest expense was $3.4 million for the six months ended June 30, 2026, an increase of approximately $0.6 million compared to $2.8 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase in the average outstanding balance of our interest-bearing convertible notes during the six months ended June 30, 2026 as compared to the same period last year, driven by the convertible promissory notes issued in September and October 2025.

Interest income

Interest income was $0.4 million for the six months ended June 30, 2026, a decrease of approximately $0.1 million compared to $0.5 million for the six months ended June 30, 2025, remaining relatively flat year over year.

Dividend income

Dividend income was $0.2 million for the six months ended June 30, 2026, an increase of $0.1 million compared to $0.1 million for the six months ended June 30, 2025. The increase resulted from a higher average balance of dividend-bearing investments held during the six months ended June 30, 2026.

Loss on digital assets held for investment, net

Loss on digital assets held for investment, net, was $1.4 million for the six months ended June 30, 2026, with no such losses incurred during the six months ended June 30, 2025. The loss reflects the decrease in value of the Company's digital asset holdings during the current period, consistent with broader market price declines, particularly among alternative coins ("altcoins") in which the Company is invested. The Company did not hold any digital assets for investment during the six months ended June 30, 2025, and therefore no gain or loss was recognized in that period.

Other income (expense), net

Other income, net was $1.7 million for the six months ended June 30, 2026, compared to other income, net of $0.4 million for the six months ended June 30, 2025, representing a net change of $1.3 million year over year. The change was primarily attributable to realized and unrealized gains on certain tokenized investments and other assets held by the Company during the six months ended June 30, 2026.

Change in fair value of simple agreements for future equity

The change in the fair value of simple agreements for future equity resulted in a $5.7 million loss for the six months ended June 30, 2026, representing an increase of $5.3 million compared to a $0.4 million loss for the same period in 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination transaction, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.

Change in fair value of derivative liability

The change in fair value of the derivative liability resulted in an unrealized gain of $19.8 million for the six months ended June 30, 2026, reflecting a $22.8 million fluctuation from the unrealized loss of $3.0 million for the six months ended June 30, 2025. The current period gain was primarily driven by the 2024 Convertible Notes, as the increase in the estimated fair value of our common stock in anticipation of the Business Combination resulted in holders being expected to convert at the fixed conversion price, which effectively extinguished the value of the associated derivative. The remaining balance relates to the 2025 Convertible Notes, which continued to carry some fair value given that holders were expected to convert at a discounted price.

Change in fair value of option liability

The change in fair value of option liability for the six months ended June 30, 2026 was a $29.2 million loss, an increase of $28.7 million compared to a $0.5 million loss for the six months ended June 30, 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.

Provision for income taxes

The provision for income taxes for the six months ended June 30, 2026 was less than $0.1 million, compared to less than $0.2 million for the six months ended June 30, 2025. The income tax provision for both periods primarily relates to the portion of tax-deductible goodwill that increases our deferred tax liabilities which is not fully offset by our deferred tax assets related to new operating losses due to limitations on net operating loss utilization.

Net loss from discontinued operations

There was no loss from discontinued operations for the six months ended June 30, 2026, compared to a loss of $1.2 million for the six months ended June 30, 2025. The Company sold its discontinued operations, the

Securitize for Advisors reporting unit, in the fourth quarter of 2025; accordingly, there were no operations or results from this business in the current-year period.

Non-GAAP Financial Measures

Adjusted EBITDA

To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this Form 8-K/A and Form S-1 the measure of Adjusted EBITDA, a non-GAAP financial measure that we calculate as Net loss from continuing operations excluding: Depreciation and amortization expense, Provision for expected credit losses, Share-based compensation expense, Provision for income taxes, Interest income, Interest expense, Dividend income, Loss on digital assets held for investment, net, Other income (expense), net, Change in fair value of simple agreements for future equity, embedded derivatives, and option liability, Acquisition related transaction costs, and Professional fees and other one‑time public company readiness costs. We have provided a reconciliation below of Adjusted EBITDA to Net loss from continuing operations, the most directly comparable GAAP financial measure.

We present Adjusted EBITDA because it facilitates external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures or operating histories. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results.

We believe it is useful to exclude non-cash charges, such as Depreciation and amortization and Share-based compensation expense, from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude Provision for income taxes, Interest income, Interest expense, and other non-routine items as these items are not components of our core business operations.

Adjusted EBITDA has limitations as a financial measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditures;

•Adjusted EBITDA does not reflect share-based compensation and related taxes. Share-based compensation expense has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital;

•Adjusted EBITDA excludes one-time non-routine items; and

•Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss), and our other GAAP results.

The following tables reconcile Adjusted EBITDA to Net loss from continuing operations, the most closely comparable GAAP financial measure for the periods presented:

			Three Months Ended June 30,
(Unaudited)			2026			2025
Net loss from continuing operations			$	(21,689,202)		$	(5,538,788)
Add back:
Depreciation and amortization			517,497			600,919
Provision for expected credit losses			1,315,134			111,885
Share-based compensation expense			537,186			1,246,979
Provision for income taxes			39,191			80,216
Interest income			(176,391)			(347,802)
Interest expense			1,105,915			1,389,167
Dividend income			(87,581)			(43,313)
Loss on digital assets held for investment, net			512,615			—
Other income (expense), net			(1,145,805)			148,833
Change in fair value of simple agreements for future equity, embedded derivatives, and option liability			11,733,000			4,114,000
Acquisition related transaction costs			—			43,931
Professional fees and other one‑time public company readiness costs			1,879,717			—
Adjusted EBITDA			$	(5,458,724)		$	1,806,027

			Six Months Ended June 30,
(Unaudited)			2026			2025
Net loss from continuing operations			$	(29,621,854)		$	(10,080,306)
Add back:
Depreciation and amortization			1,105,431			914,333
Provision for expected credit losses			1,600,587			186,273
Share-based compensation expense			1,373,774			8,677,983
Provision for income taxes			82,199			162,275
Interest income			(413,505)			(515,293)
Interest expense			3,374,490			2,840,058
Dividend income			(241,033)			(85,147)
Loss on digital assets held for investment, net			1,433,082			—
Other income (expense), net			(1,735,797)			(431,677)
Change in fair value of simple agreements for future equity, embedded derivatives, and option liability			15,012,000			3,980,000
Acquisition related transaction costs			—			290,000
Professional fees and other one‑time public company readiness costs			3,403,127			—
Adjusted EBITDA			$	(4,627,499)		$	5,938,499

Liquidity and Capital Resources

We have experienced recurring net losses and negative cash flows from operations from inception through December 31, 2025. The Company is in a net loss position for the six months ended June 30, 2026 with a net loss of $29.6 million. The Company has an accumulated deficit of approximately $195.1 million at June 30, 2026. Historically, we have primarily relied on raising capital through debt and equity financings to support our operations.

As of June 30, 2026, we had total liquidity sources consisting of cash and cash equivalents of $33.6 million. As of December 31, 2025 we had cash and cash equivalents of $24.9 million. Subsequent to June 30, 2026, upon consummation of the Business Combination, the combined company received aggregate proceeds of approximately $375 million (net of redemptions and prior to the deduction of transaction and other closing costs), consisting of proceeds released from CEPT's trust account and proceeds from the concurrent PIPE financing. In connection with the Business Combination, the Company incurred estimated transaction and other closing costs of approximately $60 million. See Note 20 — Subsequent Events to our unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 and 2025 included in this filing for additional information. We believe our operating cash flows, together with our total liquidity sources on hand, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this filing. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future as we continue to invest in the expansion of our products and services.

Cash Flows For the Six Months Ended June 30, 2026 and 2025

Cash flows from operating, investing and financing activities, as reflected in the accompanying consolidated statements of cash flow, are summarized in the following table:

						Six Months Ended June 30,
						2026						2025
Net cash flows used in operating activities						$	(13,731,531)					$	(10,968,560)
Net cash flows provided by (used in) investing activities						2,967,515						(1,706,815)
Net cash flows provided by financing activities						19,369,419						992,248
Effect of exchange rate changes on cash						122,285						333,287
Net increase (decrease) in cash and cash equivalents						$	8,727,688					$	(11,349,840)

Operating Activities

Net cash used in operating activities was $13.7 million for the six months ended June 30, 2026, compared to net cash used in operating activities of $11.0 million for the six months ended June 30, 2025, representing an increase in cash used of $2.7 million. Our largest source of cash provided by operating activities are revenues generated from Tokenization and Asset Servicing. Our primary uses of cash in operating activities include payments to employees for compensation, professional services, and other operating costs such as software subscriptions, insurance, and marketing, among others.

Although the net losses generated during the period increased by $18.4 million, these were largely offset by an increase of $5.7 million in the non-cash adjustments to reconcile net loss to net cash used in operating activities during the same period, in addition to changes in the Company's working capital which is further described below.

The increases to the non-cash adjustments to reconcile net loss to net cash used in operating activities primarily consisted of higher losses on fair value adjustments related to digital assets of $0.7 million, and the aggregate changes in the fair values of simple agreements for future equity, embedded derivatives, and the option liability increasing by a total of $11.0 million. These increases to the non-cash adjustments for reconciling net loss to net operating cash flows were also partially offset by lower share-based compensation expenses that reduced net operating cash flows by $7.3 million.

Changes in working capital also contributed to the change in cash flows used in operating activities, resulting in $10.7 million of additional operating cash inflows versus prior year. The primary fluctuations in working capital accounts that resulted in less cash used in operating activities are the result of cash flow management whereby the change in accrued expenses and other current liabilities increased by $6.0 million relative to the prior period. Additionally, changes in the Company’s working capital accounts that represent amounts not settled in cash, including digital assets receivable (reflecting an unconditional right to receive digital assets in the future) and digital assets received as consideration from operations resulted in an increase of $7.2 million of operating cash flows relative to the prior period.

Net cash used in operating activities from discontinued operations decreased by $0.4 million for the six months ended June 30, 2026, because the Company disposed of the discontinued operation during the year ended December 31, 2025. There were no cash flows related to investing or financing activities from discontinued operations during either of the periods presented.

Investing Activities

Net cash provided by investing activities was $3.0 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $1.7 million for the six months ended June 30, 2025, representing a change of $4.7 million. For the six months ended June 30, 2026, the primary source of investing cash was $5.1 million in proceeds from redemptions of tokenized assets held for investment and $1.2 million in proceeds from sales and redemptions of available-for-sale marketable securities, as well as $0.7 million in partial repayments received on notes receivable from related parties. These inflows were partially offset by $2.8 million in originations of and disbursements for notes receivable to related parties, $0.6 in purchases of investments in available-for-sale marketable securities, and $0.6 million in purchases of equipment and other long-lived assets.

For the six months ended June 30, 2025, the primary use of cash was the $21.1 million acquisition of MG Stover, net of cash acquired. This outflow was substantially offset by $22.0 million in proceeds from participation in and closing positions in DeFi activities. Additional uses of cash included $1.8 million in investment activities in DeFi involving the use of cash equivalents, $0.6 million in purchases of tokenized assets for investment, and $0.6 million in net originations of notes receivable to related parties, consisting of $0.8 million in originations partially offset by $0.2 million in partial repayments received. These outflows were partially offset by $0.9 million in proceeds from sales and redemptions of available-for-sale marketable securities, while $0.5 million in purchases of additional available-for-sale marketable securities represented an additional use of cash.

Financing Activities

Net cash provided by financing activities was $19.4 million for the six months ended June 30, 2026, compared to $1.0 million for the six months ended June 30, 2025.

For the six months ended June 30, 2026, cash provided by financing activities was primarily driven by $20.0 million in proceeds received from a lead investor in connection with the exercise of a preferred stock option, recorded as an option prepayment liability as of June 30, 2026 as the related shares had not yet been issued. Additionally, the Company received $0.8 million in proceeds from the exercise of stock options. These inflows were partially offset by $1.5 million in payments of deferred offering costs incurred in connection with the Business Combination with Cantor Equity Partners II, Inc.

For the six months ended June 30, 2025, cash provided by financing activities consisted of $0.9 million in proceeds from the issuance of a note payable to a related party and less than $0.1 million in proceeds from the exercise of stock options.

Debt

Simple Agreements for Future Equity

During 2021, we secured proceeds of $4.8 million in connection with the execution of SAFEs with investors. Upon the closing of an equity financing of at least $50,000,000, as defined in the agreements, the SAFEs will automatically convert into shares of preferred stock, equal to the SAFE purchase amount divided by the purchase price in the equity financing. If there is a liquidity event, defined as a change of control or an initial public offering, the SAFE holders will be entitled to receive a portion of the proceeds equal to the greater of the SAFE purchase amount or the amount payable on the number of shares of common stock equal to the purchase amount divided by the liquidity price, as defined in the agreements. There were no additional SAFEs executed during the three and six months ended June 30, 2026 or 2025. In October and November of 2025 the SAFEs were amended to provide that they will automatically convert into shares of preferred stock concurrently with the closing of the Business Combination. Subsequently, on July 1, 2026, the SAFEs converted into shares of the Company's common stock in connection with the closing of the Business Combination.

Hamilton Lane SF6

During 2024, the Company was provided $6.0 million from investors which is to be transferred to the Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd upon certain capital calls. The Company is required to fund Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd via these capital calls with the funds provided by the investors, and the entire amount is due and payable in full no later than five years from the date of the respective advance. This obligation bears 0% interest and as of December 31, 2024, the outstanding balance under the obligation was $2.5 million, which was fully settled by the Company during the year ended December 31, 2025 through transferring funds to the Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd. As such, as of December 31, 2025 there was no outstanding payable balance.

Line of Credit

We maintain a margin credit line with UBS Financial Services Inc., secured by our investment portfolio held at UBS. The borrowing capacity under this arrangement is not a fixed commitment but rather is determined based on a percentage of the market value of eligible collateral in the UBS investment account. As such, the total amount available to borrow fluctuates with changes in the value of the underlying investments. Borrowings under the margin line bear interest at a variable rate based on the One-Month SOFR plus 65 basis points (4.28% at June 30, 2026 and 4.44% at December 31, 2025). The total commitment availability on the line of credit is limited to the amount of capital invested with UBS at a given time, which amounted to $0.6 million at both June 30, 2026 and

December 31, 2025. There were no borrowings on the line of credit during the six months ended June 30, 2026 nor during the year ended December 31, 2025.

Convertible Promissory Notes Payable

During the years ended December 31, 2025 and 2024, we entered into note purchase agreements with certain investors, pursuant to which we issued convertible promissory notes for an aggregate principal amount of approximately $30.0 million (the “2025 Notes”) and $49.9 million (the “2024 Notes”), respectively. The notes accrue interest at 5% per annum, provided that, upon the occurrence and during the continuance of certain Events of Default (as defined in the note purchase agreements), interest will accrue daily at rate of 15% per annum. The notes mature 36 months from issuance. They include multiple conversion triggers: (1) Non-Qualified Financing, (2) Qualified Financing (3) Change of Control, and (4) Maturity Date, and the 2025 Notes includes a (5) Business Combination Transaction trigger. The notes are expected to automatically convert into shares of Securitize Preferred Stock concurrently with the closing of the Transactions (and, pursuant to the Business Combination Agreement, will be converted into shares of Securitize Common Stock and then exchanged for shares of PubCo Common Stock).

1.Non-Qualified Financing: In the event of a smaller financing or Qualified IPO, investors may elect to convert their notes into the same securities issued in that round, at the same price per share paid by investors in the non-Qualified Financing.

2.Qualified Financing - A bona fide equity financing (or series) with third‑party lead investors, excluding any conversions of this Note or other convertible securities, with the per‑share price determined without giving effect to the Notes.

3.Change of Control: Upon a change in control event, the investor is entitled to repayment of the full outstanding balance of principal and accrued unpaid interest.

4.Maturity: For the 2024 Notes, if not converted earlier, the notes will convert at maturity into newly authorized Series B-5 Senior Preferred Stock, with a 1.0x non-participating senior liquidation preference, at a conversion price equal to 75% of the most recently issued preferred equity price. The 2025 Notes do not convert upon maturity but rather are to be paid in cash.

5.SPAC Transaction: For the 2025 Notes, in the event of a SPAC Transaction, the investors outstanding principal and any unpaid accrued interest shall automatically convert in whole without any further action by the investor into a number of shares of common stock of the surviving public company in such SPAC Transaction equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal.

NHTV Side Letter Option

In connection with the Series B‑1 preferred stock issuance, the Company had previously granted a lead investor an option to purchase up to $20,000,000 of preferred stock upon the occurrence of a qualifying event. On April 28, 2026, the investor delivered a conditional notice to exercise the option in full at an exercise price of $15.56 per share (subject to adjustment), representing 1,285,347 shares of the Company's Series option redeemable convertible preferred stock, subject to consummation of the SPAC Transaction. On June 25, 2026, the Company received aggregate cash proceeds of $20,000,000 from the investor in connection with the option exercise prepayment. Since the related preferred shares were not issued until July 1, 2026, the Company recorded the proceeds as an option prepayment liability in the accompanying condensed consolidated balance sheets as of June 30, 2026.

Contractual Obligations and Commitments

The following table presents a summary of our contractual obligations as of June 30, 2026:

			Payments Due by Period
			Total			Less than 1 year			1 - 3 years			3 - 5 years			After 5 years
Convertible promissory notes payable			$	79,915,000		$    —			$	79,915,000		$    —			$    —
SAFEs(1)			16,127,000			—			—			—			—
NHTV Side Letter Option(2)			40,566,000			—			—			—			—
Total Contractual Obligations (3)			$	136,608,000		$	—		$	79,915,000		$	—		$	—

The following table presents a summary of our contractual obligations as of December 31, 2025:

			Payments Due by Period
			Total			Less than 1 year			1 - 3 years			3 - 5 years			After 5 years
Convertible promissory notes payable			$	79,915,000		$	—		$	79,915,000		$	—		$	—
SAFEs(1)			10,449,000			—			—			—			—
NHTV Side Letter Option(2)			11,390,000			—			—			—			—
Total Contractual Obligations (3)			$	101,754,000		$	—		$	79,915,000		$	—		$	—

(1) The SAFEs will automatically convert into shares of preferred stock upon a qualified financing. Therefore, there is a contractual obligation to issue this preferred stock as of June 30, 2026 and December 31, 2025, however, there is no contractual cash payment to be included in this table. The fair value of the SAFEs as of June 30, 2026 and December 31, 2025 are included within this table in the Total column.

(2) The NHTV Side Letter Options can be exercised into shares of preferred stock upon the occurrence of a qualified capital raise, an IPO, or a deemed liquidation event. Therefore, there is a contractual obligation to issue this preferred stock as of June 30, 2026 and December 31, 2025, however, there is no contractual cash payment to be included in this table. The fair value of the NHTV Side Letter Option as of June 30, 2026 and December 31, 2025 is included within this table in the Total column.

(3) As disclosed in Note 20 of the unaudited condensed consolidated financial statements, in connection with the closing of the Business Combination on July 1, 2026, each convertible promissory note and each Simple Agreement for Future Equity was converted into shares of the Company's common stock. Additionally, pursuant to the NHTV Side Letter, the NHTV option was exercised for shares of the Company's preferred stock, which were automatically converted into shares of the Company's common stock immediately prior to the effective time of the Business Combination and thereafter exchanged for PubCo common stock.

Quantitative and Qualitative Disclosures about Market Risk

The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. Potential risks are discussed below.

Token Market Price Risk

Our digital assets will be measured using observed prices from active exchanges which could result in volatility in our financial results in future periods. Adjustments are recorded in net income through 'Loss on digital assets from operations, net’ and ‘Loss on digital assets held for investment, net’. Therefore, negative swings in the

market price of our digital assets could have a material impact on our earnings and on the carrying value of our digital assets.

Custodian Risk

Following the Transactions, PubCo will utilize third-party custodians, which we will select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our digital assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate.

Under the SEC Glossary definition of a crypto asset, meaning any digital representation of value that is recorded on a cryptographically secured distribution ledger, our crypto digital asset holdings consist primarily of (i) stablecoins, such as USDC (classified as a cash equivalent) and USDT, which we use for day-to-day operating activities, (ii) cryptocurrencies and digital tokens associated with protocols integrated into the digital securities protocol that are obtained in the ordinary course of our operations, including tokens such as Aptos (APT), Mantle (MNT), ZKsync (ZK), and Wormhole (W), (iii) tokenized assets, including regulated securities and other financial instruments such as BUIDL, VBILL, ACRED, and other tokenized RWA investments issued through the Company’s platform, and (iv) to a lesser extent, cryptocurrencies such as ETH, SOL, POL, and other similar digital assets that we hold primarily to pay blockchain transaction fees required to support our operations.

Digital assets held on trading platforms are subject to the operational control of the platform operators, and could potentially be lost or impaired due to fraud or negligence of the platform operators. The Company mitigates this risk by performing regular reviews of each digital asset trading platform on which it transacts, distributing its digital assets across multiple different trading platforms to reduce concentration risk, and holding assets in self-custody where appropriate.

We hold certain crypto assets as part of our corporate treasury through third-party custodians, including hosted custodial wallets offered by Coinbase and, to the extent applicable, OKX. In these arrangements, we do not control the private keys associated with the crypto assets and rely on the custodian’s operational controls to safeguard the assets. Because our treasury crypto assets may be held in omnibus or pooled custody structures rather than in individually segregated, on-chain wallets dedicated to us, we may face heightened risk in the event of a loss, operational failure, security incident, or a reconciliation shortfall at a custodian.

While Coinbase and OKX maintain certain insurance policies, such insurance, if any, is generally shared among all the third-party exchanges’ customers and is not specific to the Company. As a result, such coverage may be insufficient to fully protect the Company against losses. The Company does not believe that its digital assets held through these exchange accounts are materially insured. The Company’s treasury crypto assets held by third party custodians are not insured by the FDIC, SIPC, or any comparable governmental insurance program. Further, the Company acknowledges that the bankruptcy or insolvency of a third party custodian could adversely affect its ability to access or recover its treasury crypto assets.

The Company’s policy is to maintain the majority of its digital assets in self-custody using Fireblocks, Inc.'s (“Fireblocks”) MPC-based custody technology. Fireblocks provides the Company with a software-as-a-service platform for utilizing its MPC-based advanced cryptographic system for transaction authorization through

distributed threshold computations, such that a complete private key is never generated, reconstructed, or stored in any single location. This approach is intended to enhance security while retaining operational flexibility. Digital assets held with third-party custodians, such as Coinbase or OKX, are limited to amounts necessary to support short-term trading and liquidity needs. The selection of such custodians and the allocation of assets among them are determined based on the specific operational requirements and regulatory considerations of the subsidiary managing the funds. The Company periodically reviews its custody arrangements and asset allocations to ensure alignment with its risk management, liquidity, and operational objectives.

The Company does not currently maintain insurance coverage for digital assets held in the Company’s corporate treasury and self-custodied through Fireblocks. During each of the periods presented, the Company has held no crypto assets under custody on behalf of third parties, and accordingly all digital assets reported on the Company’s balance sheets were under the accounting control of the Company. The custodian risks described herein relate solely to digital assets held by the Company in corporate treasury for its own account or, if applicable, holdings safeguarded on behalf of third parties via arrangements that hold the Company responsible for the safekeeping of such assets. The Company does not consider the amounts recorded for customer escrow balances, paying agent activities, or other third party assets and liabilities recorded in connection with the Company’s distribution service arrangements to be subject to this custodian risk based on the Company’s sole responsibility as an intermediary for the issuer of the related funds (i.e. the custodian). Accordingly, as of June 30, 2026 and December 31, 2025, the crypto assets held by the Company that are subject to this custodian risk are solely related to the digital assets held in the Company’s corporate treasury.

Fireblocks serves solely as a technology service provider and does not custody, possess, or control the Company’s crypto assets, does not act as a custodian, agent, or fiduciary, and does not transact on behalf of the Company. The Company retains exclusive control over its digital assets and wallets, including all policy-setting authority, governance rights, approval thresholds, wallet controls, and transaction authorization decisions.

MPC’s cryptographic properties solely allow for signing operations to occur via interactive, distributed computations between fragmented share(s) that all must participate and in which no fully-formed private key is assembled or maintained at any stage, and no individual share confers signing authority on its own. No individual share confers signing authority, as each represents an incomplete fragment of the signing material that cannot be

combined into a usable private key by any party. Each share contains only a mathematically incomplete fragment of the signing material and lacks sufficient entropy or structure to be combined — by us, the provider, or any other party — into a usable private key to authorize transactions.

Accordingly, as of June 30, 2026 and December 31, 2025, the Company did not have any private keys that were maintained in more traditional hot or cold storage solutions given the MPC properties which underly the Fireblocks platform that the Company utilizes. This is due to the underlying properties of MPC-based technology which, unlike private-key or multi-signature models, enables transaction-signing via a threshold computation requiring participation of a predefined subset of shares without ever exposing or reconstructing a fully-formed private key.

In addition to maintaining the majority of its crypto assets in self custody through Fireblocks’ MPC framework, the Company notes that most of the digital assets it holds — both within self custody and in the aggregate for each period presented — are tokenized securities issued natively on-chain by Securitize (see table below). These tokenized securities are recorded and maintained under the same controlled issuer and transfer agent framework that governs all securities issued on the Company’s platform. Unlike native cryptocurrencies, Securitize

issued tokenized securities represent interests in real world assets or other securities and are subject to the same federal securities laws and standards as traditional off-chain securities. As a result, the on-chain token is a native representation of the underlying security and maintains the same economic value.

Securitize also serves as the exclusive digital transfer agent for tokenized securities issued on the Company’s platform. In this role, Securitize has established operational procedures and controls designed to ensure completeness and accuracy of off-chain investor ownership records in the event of disruptions to normal blockchain processes.

As digital transfer agent for each tokenized fund, the Company has implemented backstops and manual workflows to maintain platform functionality and accurate recordkeeping if automated systems or API integrations fail. If a smart contract malfunction or other disruption prevents a holder from transferring tokenized securities to the designated redemption wallet — for example, due to loss of access to a wallet, private key, or partial key share — the Company may facilitate redemption through alternative procedures. These procedures may include (i) burning and reissuing the tokenized security to a new verified whitelisted wallet for the holder, followed by transfer to the redemption wallet, or (ii) manually burning the tokenized security upon appropriate verification and supporting documentation of the holder. These processes are generally completed on the same business day, subject to required verification and processing constraints.

The Company believes that these characteristics of tokenized securities provide an additional layer of protection relative to native crypto assets. Even if an on-chain wallet were hacked or otherwise compromised, ownership records maintained through the transfer agent framework remain authoritative, and the primary risk would generally be limited to delays in settlement timing due to reliance on manual processes rather than automated blockchain execution. Accordingly, the Company has assessed the custodian risk for native crypto assets relative to the Securitize-issued tokenized securities held in self-custody on Fireblocks separately given the risk of total loss is higher for any native crypto assets without real-world asset backing.

The relationship with Fireblocks is governed by a Master SaaS Agreement and related order forms, pursuant to which Fireblocks provides a non-exclusive, non-transferable license to its platform. The agreement expressly provides that Fireblocks is not a custodian or agent and that the Company retains exclusive ownership and control over all cryptographic share(s), wallets, and digital assets at all times. The Fireblocks Master SaaS Agreement generally provides for a one-year term, with automatic renewals for additional one-year periods upon execution of a new order form reflecting any updated terms, limits, or fees. Either party may terminate the agreement with at least 30 days’ written notice before the end of any annual term.

OKX’s Terms of Service remain in effect for so long as a user maintains an account on the platform and may be terminated at the user’s request or at OKX’s discretion. OKX retains broad rights to suspend or terminate accounts or services at any time, with or without notice, and upon termination may return remaining assets subject to fees, legal requirements, and compliance obligations.

Coinbase’s User Agreement remains in effect for so long as a user maintains an account on the platform and may be terminated by the user at any time or by Coinbase in its sole discretion. Coinbase retains broad rights to suspend, restrict, or terminate accounts or services at any time (including without notice), and upon termination users are generally permitted a limited period to withdraw remaining assets, subject to applicable fees, legal requirements, and compliance obligations.

During the period ending June 30, 2026, as well as for the years ending December 31, 2025 and December 31, 2024, the Company engaged with third party crypto asset trading platforms to facilitate various transactions, utilizing the following centralized exchanges to secure the Company’s digital assets:

Exchange			Location
OKX			Seychelles
Coinbase			United States

As of June 30, 2026, the breakdown of digital assets deposited with each of the third-party centralized crypto asset trading platforms, native cryptocurrencies and other digital assets held in self-custody, and Securitize tokenized securities that are held in self-custody and also maintained under the Company’s transfer agent framework, as a percentage of total crypto assets owned by the Company is as follows:

Exchange			Location			% of digital assets by market value
OKX			Seychelles			3.1		%
Coinbase			United States			0.4		%
Crypto Assets under Self-Custody (Fireblocks)						6.6		%
Securitize Tokenized Securities (Fireblocks & Transfer Agency Backstop)						89.9		%
						100.0%

As of December 31, 2025, the breakdown of digital assets deposited with each of the third-party centralized crypto asset trading platforms, native cryptocurrencies and other digital assets held in self-custody, and Securitize tokenized securities that are held in self-custody and also maintained under the Company’s transfer agent framework, as a percentage of total crypto assets owned by the Company is as follows:

Exchange			Location			% of digital assets by market value
OKX			Seychelles			9.3		%
Coinbase			United States			0.6		%
Crypto Assets under Self-Custody (Fireblocks)						2.0		%
Securitize Tokenized Securities (Fireblocks & Transfer Agency Backstop)						88.1		%
						100.0		%

Accordingly, as of June 30, 2026 and December 31, 2025, no centralized digital asset trading platform held more than 10% of the Company’s digital assets.

Interest Rate Risk

Our results of operations are exposed to changes in interest rates, among other macroeconomic conditions. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control.

Implications of Being an Emerging Growth Company and Smaller Reporting Company

We are an “emerging growth company” within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public company reporting requirements, including the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, certain requirements related to the disclosure of executive compensation in this filing, the Form S-1, and in our periodic reports and proxy statements, and the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We have also taken advantage of the ability to provide reduced disclosure of financial information in this Form 8-K/A, consistent with the disclosures of financial information in the S-1, such as being permitted to include only two years of audited financial information and two years of selected financial information in addition to any required annual financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure. We may take advantage of these exemptions until we are no longer an emerging growth company. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, because we have taken advantage of certain reduced reporting requirements, the information contained herein may be different from the information you receive from other public companies.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of PubCo common shares pursuant to an effective registration statement or (b) in which it has total annual gross revenue of at least $1,235,000,000 (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of PubCo common shares that are held by non-affiliates exceeds $700,000,000 as of the end of that year’s second fiscal quarter, or (y) the date on which it has issued more than $1,000,000,000 in nonconvertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common shares held by non-affiliates exceeds $250,000,000 as of the end of that year’s second fiscal quarter, or (ii) our annual revenues exceeded $100,000,000 during such completed fiscal year and the market value of our common shares held by non-affiliates exceeds $700,000,000 as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies more difficult.

Critical Accounting Estimates

Our financial statements and the accompanying notes thereto included elsewhere in this Form 8-K/A are prepared in accordance with GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses, and related disclosures. We base our estimates on assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.

We believe the following critical accounting estimates used in the preparation of our consolidated financial statements affect our more significant judgments and estimates.

Business combinations

We account for business acquisitions using the acquisition method of accounting, in accordance with ASC 805, under which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

Our management exercises significant judgments in determining the fair value of assets acquired and liabilities assumed, as well as intangible assets and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as our current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to the fair value of assets and liabilities made after the end of the measurement period are recorded within our operating results.

Revenue

See notes to the consolidated financial statements, Summary of Significant Accounting Policies — Revenue Recognition, for information regarding our significant accounting policies over revenue recognition.

Many of our on-chain contracts with customers include multiple performance obligations, and we make estimates and judgments to allocate the transaction price to each performance obligation based on an observable or estimated standalone selling price (“SSP”). The SSP is the price, or estimated price, of the service when sold on a standalone basis at contract inception. We consider our evaluation of SSP to be a critical accounting estimate.

An observable price of a good or service sold separately provides the best evidence of SSP. However, in many situations, SSP will not be readily observable, but must still be estimated using reasonably available information. We do not have directly observable standalone selling prices of our on-chain services given the recent launch of this service line, the novel nature of the product, and the fact that the current pricing is highly variable. Therefore we use a variation of an expected cost approach which relies on a historical level of effort metric, along with our judgment, to establish SSP for this revenue stream. As such, the establishment of SSP of our on-chain services directly impacts the amount of revenues recognized for those services, and therefore also impacts the overall timing of revenue recognition.

We review and analyze the SSP we have established for our on-chain services annually, and these SSPs do not change significantly year to year. We also assess whether any new observable data has become known that would provide a more accurate estimate of SSP or whether the current method to estimate SSP continues to be a fair allocation of the transaction price.

In the future, SSP for our on-chain services could be impacted by various factors, including potential changes in our pricing practices, pricing for contract renewals, customer demand for our services, and various market or economic conditions. However, we consider the risk of significant volatility in our established SSP to be small given our internal processes to monitor SSP on an ongoing basis and react to trends that could impact the future SSPs.

Stock-based compensation

We account for share-based awards under the recognition and measurement provisions of Accounting Standards Codification Topic 718, Stock-Based Compensation. In the absence of a public trading market, our management and board of directors considered various objectives and subjective factors to determine the fair value of Securitize’s common stock as of each grant date, including the value determined by a third party valuation firm. These factors included, among other things, the following:

•our actual operating and financial performance and estimated trends and prospects for our future performance;

•the weighted average cost of capital;

•the timing and probability of liquidity events;

•consideration of the lack of liquidity of the common stock as a private company;

•our stage of development, business strategy, and the material risks related to our business and industry;

•the valuations of publicly traded companies in the financial services and digital asset sectors, as well as recently completed mergers and acquisitions of peer companies;

•external market conditions affecting the digital assets sector;

•the likelihood of achieving a liquidity event for the holders of our common stock

•the prices, rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; and

•the prices of our convertible preferred stock and common stock sold to investors in arm’s-length transactions

Our policy is to value our common shares at least annually with significant events potentially requiring additional valuations.

We use the Black-Scholes option pricing model (“Black-Scholes”) to estimate the grant-date fair value of option grants. The Black-Scholes model requires management to make a number of key assumptions, including expected volatility, expected term, risk-free interest rate, and expected dividends. The expected term represents the period of time that the options are expected to be outstanding and is estimated using the midpoint between the requisite service period and the contractual term of the option. The risk-free interest rate is estimated using the rate of return on U.S. Treasury notes with a life that approximates the expected term. Share-based compensation cost is measured at the grant date based on the fair value of the underlying common stock and is recognized as expense over the requisite service period.

The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and our management uses significantly different assumptions or estimates, our stock-based compensation expense for future periods could be materially different, including as a result of adjustments to share-based compensation expense recorded for prior periods.

Income Taxes

When recognizing the tax benefit, a tax position must be more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

We utilize the asset and liability method for computing our income tax provision. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not more likely than not, we establish a valuation allowance. As of June 30, 2026, December 31, 2025, and December 31, 2024, we maintained a full valuation allowance against our deferred tax assets, as management concluded that it is not more likely than not that these assets will be realized based on current projections of future taxable income. Because we maintain a full valuation allowance, our income tax provision for the six months ended June 30, 2026 consisted primarily of deferred tax expense associated with tax-deductible goodwill. This goodwill generates a deferred tax liability that is not fully offset by our deferred tax assets related to net operating loss carryforwards because of limitations on the utilization of those carryforwards. If future operating results improve such that realization of deferred tax assets becomes more likely than not, we may release all or a portion of the valuation allowance, which could result in a material income tax benefit in the period of release.

Valuation of Liability Classified Financial Instruments

We measure certain liability classified financial instruments at fair value at each reporting period presented. These liability classified financial instruments consist of a bifurcated derivative related to our convertible notes, options to purchase preferred stock, and SAFEs. We believe the estimate of fair value of these financial instruments requires significant judgment. We measured the fair value using both observable and unobservable inputs and this measurement reflects our best estimates of the assumptions a market participant would use to calculate fair value. The significant unobservable inputs used include, but are not limited to:

•timing and probability of liquidity and other events;

•volatility

•discount rate; and

•fair value of the underlying stock.

Changes in fair value are reported in ‘Other income (expense), net’ in the consolidated statements of operations and comprehensive loss in each reporting period subsequent to the issuance. In the future, depending on the valuation approaches used and the expected timing and weighting of each, the inputs described above, or other inputs, may have a greater or lesser impact on our estimates of fair value.

Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, we assess the recoverability of long-lived assets, which include property and equipment and intangible assets, whenever significant events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset group are compared to its carrying amount to determine whether the asset group’s carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. We determined that there were no indicators of impairment for the six months ended June 30, 2026, as well as for the years ended December 31, 2025 and 2024 for our long-lived assets.

Impairment of Goodwill

We assess goodwill for impairment on an annual basis as of October 1, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. Management regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment (“Step 0 test”), management considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test (“Step 1 test”). In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded for the difference.

We determined there were no triggering events identified and therefore no impairment charges related to goodwill recognized during the six months ended June 30, 2026. During the year ended December 31, 2025, specifically Q3 2025, we determined there was a triggering event related to our Securitize for Advisors reporting unit, as the total consideration expected from its eventual sale was substantially less than the carrying value of the reporting unit. Therefore, we recorded goodwill impairment of $4.1 million based on the total consideration expected from the sale of the Securitize for Advisors reporting unit. There were no triggering events identified related to the Company’s remaining reporting units.

Based on the qualitative evaluation performed as of October 1, 2025, we concluded that it is not more likely than not that the fair value of any reporting unit is less than its carrying amount, with the exception of the Securitize for Advisors reporting unit as described above. Therefore, no quantitative impairment test was deemed necessary for any reporting unit other than Securitize for Advisors. This conclusion reflects our judgment that these reporting units continue to generate stable cash flows, operate in favorable market conditions, and maintain a sufficient cushion between fair value and carrying amount.

The Company believes the estimates and assumptions used in its impairment evaluations are reasonable and consistent with those that would be applied by market participants; however, actual results may differ materially from those estimates due to changes in economic or business conditions.

Recently Issued Accounting Standards

See the summary of significant accounting policies note to the unaudited condensed consolidated financial statements of Securitize, Inc. and Subsidiaries included elsewhere in this associated Form 8-K/A for recently issued and adopted accounting standards and recently issued accounting standards not yet adopted as of June 30, 2026.

CANTOR EQUITY PARTNERS II, INC.

TABLE OF CONTENTS

												Page No.
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025												1
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025												2
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025												3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025												4 - 5
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025												6
Notes to the Unaudited Condensed Consolidated Financial Statements												7 - 25

CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

						June 30, 2026												December 31, 2025
						(Unaudited)
Assets:
Current Assets:
Cash						$	25,000											$	25,000
Prepaid expenses									163,723												145,000
Receivable from related party									70,586												—
Total Current Assets									259,309												170,000
Cash held in Trust Account									250,738,091												—
Available-for-sale debt securities held in Trust Account, at fair value (amortized cost $246,479,306 as of December 31, 2025)									—												246,617,353
Other assets									—												48,747
Total Assets						$	250,997,400											$	246,836,100
Liabilities and Shareholders’ Deficit:
Current Liabilities:
Accrued expenses						$	2,908,920											$	1,244,876
Note payable – related party									943,494												397,381
Total Current Liabilities									3,852,414												1,642,257
Mandatorily redeemable Class A ordinary shares liability									72,512,934												—
Forward sale securities liability									71,839,895												4,608,560
Total Liabilities									148,205,243												6,250,817
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 17,157,492 and 24,000,000 shares issued and outstanding at redemption value of $10.60 and $10.43 per share as of June 30, 2026 and December 31, 2025, respectively									181,825,157												250,217,377
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of both June 30, 2026 and December 31, 2025									—												—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 580,000 shares issued and outstanding (excluding 6,842,508 mandatorily redeemable shares and 17,157,492 shares subject to possible redemption) as of June 30, 2026 and 580,000 shares issued and outstanding (excluding 24,000,000 shares subject to possible redemption) as of December 31, 2025									58												58
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,000,000 shares issued and outstanding as of both June 30, 2026 and December 31, 2025									600												600
Additional paid-in capital									—												—
Accumulated deficit									(79,033,658)												(9,770,799)
Accumulated other comprehensive income									—												138,047
Total Shareholders’ Deficit									(79,033,000)												(9,632,094)
Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit						$	250,997,400											$	246,836,100

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

						For the Three Months  Ended June 30,																								For the Six Months  Ended June 30,
						2026												2025												2026												2025
General and administrative costs						$	659,350											$	118,022											$	2,109,571											$	145,170
Administrative expenses – related party									30,000												19,677												60,000												19,677
Loss from operations									(689,350)												(137,699)												(2,169,571)												(164,847)
Interest income on investments held in the Trust Account									2,162,454												1,531,377												4,414,025												1,531,377
Realized loss on sale of available-for-sale debt securities									(155,264)												—												(155,264)												—
Change in fair value of forward sale securities									(68,856,395)												—												(67,231,335)												—
Net income (loss)									$	(67,538,555)		)						$	1,393,678														$	(65,142,145)								$	1,366,530
Weighted average number of ordinary shares outstanding:
Class A – Public shares									23,662,113												15,032,967												23,924,392												7,558,011
Class A – Private placement									580,000												363,297												580,000												182,652
Class B – Ordinary shares									6,000,000												6,000,000			(1)									6,000,000												6,000,000			(1)
Basic and diluted net income (loss) per share:
Class A – Public shares									$	(2.23)		)						$	0.07											$			(2.14)									$	0.10
Class A – Private placement									$	(2.23)		)						$	0.07											$			(2.14)									$	0.10
Class B – Ordinary shares									$	(2.23)		)						$	0.07											$			(2.14)									$	0.10

(1) This number has been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

						For the Three Months  Ended June 30,																								For the Six Months Ended June 30,
						2026												2025												2026												2025
Net income (loss)						$			(67,538,555)									$	1,393,678											$			(65,142,145)									$	1,366,530
Other comprehensive loss:
Change in unrealized depreciation of available-for-sale debt securities									(177,551)												(43,100)												(293,311)												(43,100)
Reclassification adjustment for loss included in net loss									155,264												—												155,264												—
Total other comprehensive loss									(22,287)												(43,100)												(138,047)												(43,100)
Comprehensive income (loss)						$			(67,560,842)									$	1,350,578											$			(65,280,192)									$	1,323,430

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

3

CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

(UNAUDITED)

For the Three and Six Months Ended June 30, 2026

						Ordinary Shares																																																Additional Paid-In Capital												Accumulated Deficit												Accumulated Other Comprehensive Loss												Total Shareholders' Deficit
						Class A																								Class B
						Shares												Amount												Shares												Amount
Balance – December 31, 2025									580,000									$	58														6,000,000									$	600											$			—												$	(9,770,799)								$	138,047														$	(9,632,094)
Accretion of redeemable Class A ordinary shares to redemption value									—												—												—												—												—												(2,135,811)												—												(2,135,811)
Other comprehensive loss									—												—												—												—												—												—												(115,760)												(115,760)
Net income									—												—												—												—												—												2,396,410												—												2,396,410
Balance – March 31, 2026									580,000									$	58														6,000,000									$	600											$			—									$			(9,510,200)									$	22,287											$			(9,487,255)
Accretion of redeemable Class A ordinary shares to redemption value									—												—												—												—												—												(1,984,903)												—												(1,984,903)
Other comprehensive loss									—												—												—												—												—												—												(22,287)												(22,287)
Net loss									—												—												—												—												—												(67,538,555)												—												(67,538,555)
Balance – June 30, 2026									580,000									$	58														6,000,000									$	600											$			—									$			(79,033,658)									$			—									$			(79,033,000)

4

CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

(UNAUDITED)

For the Three and Six Months Ended June 30, 2025

						Ordinary Shares																																																Additional Paid-In Capital									Accumulated Deficit												Accumulated Other Comprehensive Loss												Total Shareholders' Deficit
						Class A																								Class B
						Shares												Amount												Shares												Amount
Balance – December 31, 2024									—									$			—												6,000,000			(1)						$	600					(1)						$	24,400								$			(92,942)									$			—									$			(67,942)
Net loss									—												—												—												—												—									(27,148)												—												(27,148)
Balance – March 31, 2025									—									$			—												6,000,000			(1)						$	600					(1)						$	24,400								$			(120,090)									$			—									$			(95,090)
Sale of Class A ordinary shares to Sponsor in private placement									580,000												58												—												—												5,799,942									—												—												5,800,000
Accretion of redeemable Class A ordinary shares to redemption value									—												—												—												—												(5,824,342									(4,566,273)												—												(10,390,615)
Other comprehensive loss									—												—												—												—												—									—												(43,100)												(43,100)
Net income									—												—												—												—												—									1,393,678												—												1,393,678
Balance – June 30, 2025									580,000									$	58														6,000,000									$	600											$			—						$			(3,292,685)									$			(43,100)									$			(3,335,127)

(1) The number of shares and the amounts have been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

CANTOR EQUITY PARTNERS II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			For the Six Months Ended June 30,
			2026									2025
Cash flows from operating activities:
Net income (loss)						$	(65,142,145)					$	1,366,530
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
General and administrative expenses paid by related party						461,113									32,500
Interest income on investments held in the Trust Account						(4,414,025)									(1,531,377			)
Realized loss on available-for-sale debt securities						155,264									—
Change in fair value of forward sale securities						67,231,335									—
Changes in operating assets and liabilities:
Deferred offering costs						—									106,544
Prepaid expenses						66,277									158,935
Receivable from related party						(70,586)									—
Other assets						48,747									(121,223)
Accrued expenses						1,664,044									(25,504)
Net cash provided by (used in) operating activities						24									(13,595)
Cash flows from investing activities:
Cash deposited in Trust Account						(250,738,091)									(3,249)
Maturity of available-for-sale debt securities held in Trust Account						249,481,400									—
Purchase of available-for-sale debt securities held in Trust Account						(249,481,416)									(239,996,751)
Sale of available-for-sale debt securities held in Trust Account						250,738,083									—
Net cash used in investing activities						(24)									(240,000,000)
Cash flows from financing activities:
Proceeds received from initial public offering						—									240,000,000
Proceeds received from private placement						—									5,800,000
Offering costs paid						—									(5,089,259)
Deferred offering costs paid by related party						—									(213,079)
Proceeds from Notes payable – related party						546,113									79,826
Payment on Note payable – related party						—									(159,726)
Payment on Payable to related party						(546,113)									(379,167)
Net cash provided by financing activities						—									240,038,595
Net change in Cash						—									25,000
Cash – beginning of the period						25,000									—
Cash – end of the period			$	25,000								$	25,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

CANTOR EQUITY PARTNERS II, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Organization, Business Operations and Basis of Presentation

Cantor Equity Partners II, Inc. (the “Company”) was incorporated on November 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company focused its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2026, the Company had not commenced operations. All activity through June 30, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three and six months ended June 30, 2026, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement (as defined below) to generate non-operating income in the form of interest income from direct investments in U.S. government debt securities. During the three and six months ended June 30, 2026, the Company also recognized changes in the fair value of the forward sale securities and a realized loss on the sale of available-for-sale securities (as further described below) as other loss.

The Company’s sponsor is Cantor EP Holdings II, LLC (the “Sponsor”). The registration statements for the Initial Public Offering were declared effective on May 1, 2025. On May 5, 2025, the Company consummated the Initial Public Offering of 24,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the “Public Shares”) at a purchase price of $10.00 per share, generating gross proceeds of $240,000,000, as described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 580,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor, at a purchase price of $10.00 per share, in a private placement (the “Private Placement”), generating gross proceeds of $5,800,000, as described in Note 4.

The net proceeds of the Private Placement were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).

Offering costs amounted to approximately $5,300,000, consisting of $4,900,000 of underwriting fees and approximately $400,000 of other costs.

Following the closing of the Initial Public Offering and the Private Placement on May 5, 2025, an amount of $240,000,000 ($10.00 per share) from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account were initially held in an account at J.P. Morgan Chase Bank, N.A., and on May 6, 2025, were transferred to an account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor. The Trust Account may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company, until the earlier of: (i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below. 

Business Combination — The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating the Business Combination. There is no assurance that the Company will be able to complete the Business Combination successfully. The Company must complete one or more Business Combinations having an

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aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete the Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (which, as of June 30, 2026 and December 31, 2025, was $10.60 and $10.43 per Public Share, respectively, and for both periods, inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note (as defined below) in the applicable Redemption Event (as defined below)). The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). In such case, the Company will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (as may be amended, the “Amended and Restated Memorandum and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination. If, however, shareholder approval of the Business Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Business Combination, or if they vote at all. If the Company seeks shareholder approval in connection with the Business Combination, the Sponsor and the Company’s directors and officers have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). In addition, the Sponsor and the Company’s directors and officers have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of the Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Business Combination Agreement — On October 27, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”), with Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“Pubco”), Pinecrest Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“CEPT Merger Sub”), and Senna Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Securitize Merger Sub”).

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing” and the date of the Closing, the “Closing Date”), (a) the

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Company will merge with and into CEPT Merger Sub, with CEPT Merger Sub continuing as the surviving entity (the “CEPT Merger”), in accordance with which (i) the Company’s shareholders holding Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), will receive one Class A ordinary share in exchange for each Class B ordinary share held by such shareholder immediately prior to the CEPT Merger (other than certain Class B ordinary shares surrendered by the Sponsor) and (ii) immediately thereafter, each Class A ordinary share will be cancelled and cease to exist, in exchange for the right of Company shareholders holding Class A ordinary shares to receive one share of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”), for each Class A ordinary share held by such shareholder at the time of the CEPT Merger (other than any Public Shares which are the subject of valid redemption requests and any treasury shares), and (b) at least two hours after the CEPT Merger, Securitize Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving entity (the “Securitize Merger” and, together with the CEPT Merger, the “Mergers”), in accordance with which the holders (the “Securitize Stockholders”) of common stock of Securitize (“Securitize Common Stock”) will receive a number of shares of Pubco Common Stock in exchange for their shares of Securitize Common Stock as determined in accordance with the Business Combination Agreement. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Securitize Business Combination”), CEPT Merger Sub and Securitize will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

Contemporaneously with the execution of the Business Combination Agreement, the Company, Pubco and Securitize entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 Class A ordinary shares (the “PIPE Shares”), at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225,000,000 (the “PIPE Investment”). PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of Class A ordinary shares in the public market, subject to certain restrictions set forth therein.

Contemporaneously with the execution of the Business Combination Agreement, the Company, Pubco, Securitize and the Sponsor entered into the Sponsor Support Agreement, dated as of October 27, 2025 (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its Class A ordinary shares and Class B ordinary shares in favor of the Business Combination Agreement and the Securitize Business Combination and each of the other proposals to be presented to the Company’s shareholders at the extraordinary general meeting of the Company’s shareholders to be held in connection with the Securitize Business Combination, (ii) to vote its Class A ordinary shares and Class B ordinary shares against certain other transactions and matters, (iii) to waive the anti-dilution rights of the Class B ordinary shares set forth in the Amended and Restated Memorandum and Articles, (iv) to comply with the restrictions imposed by the letter agreement, dated as of May 2, 2025, by and among the Company, the Sponsor and the other parties thereto (the “Insider Letter”), including the restrictions on transferring and redeeming Class A ordinary shares and Class B ordinary shares in connection with the Securitize Business Combination, (v) to surrender, for no consideration, up to 30% of its Founder Shares (as defined in Note 4) immediately prior to, and conditioned upon, the consummation of the CEPT Merger (such number of surrendered Founder Shares to be determined pursuant to a formula taking into account the number of shares redeemed by Company shareholders in the Securitize Business Combination and the gross proceeds from the PIPE Investment exceeding $100,000,000), (vi) that the shares of Pubco Common Stock received by the Sponsor in exchange for its Founder Shares (other than any surrendered shares) (any such remaining shares, the “Post-Combination Founder Shares”) will be subject to a six month lock-up, subject to early release, and (vii) to subject up to 30% of its Post-Combination Founder Shares to forfeiture and vesting based on an earn-out during the five year period after the Closing on the terms and conditions set forth in the Sponsor Support Agreement.

On June 5, 2026, Pubco’s Registration Statement on Form S-4 (File No. 333-293022) became effective and Pubco filed with the SEC its final prospectus (the “Final Prospectus”) and the Company filed with the SEC its definitive proxy statement with respect to its extraordinary general meeting of shareholders to approve the Securitize Business Combination and the other proposals described in such proxy statement (the “Proxy Statement”).

On June 29, 2026, the Company held an extraordinary general meeting of its shareholders (the “Meeting”) during which the Company’s shareholders approved the Securitize Business Combination and the other proposals presented at such meeting.

Certain of the Company’s existing agreements will be amended or amended and restated in connection with the Securitize Business Combination.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For more information regarding the Securitize Business Combination, refer to the Company’s filings with the SEC, including the Current Reports on Form 8-K filed by the Company with the SEC on October 28, 2025, October 30, 2025, November 13, 2025 and June 29, 2026, the Final Prospectus and the Proxy Statement. See Note 10—Subsequent Events for additional information.

Forward Sale Securities — As described above, in connection with the Securitize Business Combination, pursuant to the PIPE Subscription Agreements, the PIPE Investors committed to purchase a certain number of Class A ordinary shares, at $10.00 per share, in exchange for cash. The PIPE Investors also have the option to purchase the Class A ordinary shares in the public market at a price that is less than the redemption price, subject to certain restrictions set forth in the PIPE Subscription Agreements. The PIPE Shares are referred in the Company’s unaudited condensed consolidated financial statements and the footnotes as the forward sale securities.

Failure to Consummate the Business Combination — The Company has until May 5, 2027, or until such earlier liquidation date as the Company’s board of directors may approve or such later date as the Company’s shareholders may approve pursuant to the Amended and Restated Memorandum and Articles (the “Combination Period”), to consummate the Business Combination. If the Company is unable to complete the Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares held by them if the Company fails to complete the Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial redemption amount of $10.15 per share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.15 per share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note). This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm and the underwriters of the Initial Public Offering), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of both June 30, 2026 and December 31, 2025, the Company had $25,000 of cash in its operating account. As of June 30, 2026 and December 31, 2025, the Company had a working capital deficit of approximately $3,593,000 and approximately

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$1,472,000, respectively. As of June 30, 2026 and December 31, 2025, approximately $7,677,000 and approximately $6,617,000, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

The Company’s liquidity needs through June 30, 2026 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $160,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the sale of the Private Placement Shares not held in the Trust Account and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), of which approximately $943,000 and approximately $397,000 has been drawn by the Company as of June 30, 2026 and December 31, 2025, respectively. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). As of both June 30, 2026 and December 31, 2025, the Company did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable and consummating the Securitize Business Combination (See Note 10).

Basis of Presentation

The unaudited condensed consolidated financial statements are presented in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2026 and the results of operations, comprehensive income (loss), and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 6, 2026.

Principles of Consolidation

The unaudited condensed consolidated financial statements of the Company include its wholly-owned subsidiary. All intercompany accounts and transactions are eliminated in consolidation. 

Emerging Growth Company

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Note 2—Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the forward sale securities. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates. 

Cash and Cash Equivalents

The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both June 30, 2026 and December 31, 2025.

Available-for-Sale Debt Securities

The Company did not hold any debt securities in the Trust Account as of June 30, 2026. The Company’s investments held in the Trust Account as of December 31, 2025 comprised of a direct investment in U.S. government treasury bills.

The Company accounts for its investment in debt securities in accordance with the guidance in ASC 320, Investments—Debt and Equity Securities. When the Company has the ability and positive intent to hold debt securities until maturity, such securities are classified as held-to-maturity and carried at amortized cost. None of the Company’s debt securities met the criteria for held-to-maturity classification as of December 31, 2025. As the Company did not have the ability or positive intent to hold its debt securities until maturity, the securities were classified as available-for-sale. Unrealized gains and losses from available-for-sale debt securities carried at fair value are reported as a separate component of Accumulated other comprehensive income in shareholders’ deficit. Interest income recognized on the unaudited condensed consolidated statements of operations reflects accretion of discount. Investments in debt securities are recorded on a trade-date basis.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and investments in the U.S. government debt securities held in the Trust Account. For both the three and six months ended June 30, 2026 and 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Under ASC 820, Fair Value Measurement (“ASC 820”), “fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820 approximates the carrying amounts presented in the consolidated balance sheets, primarily due to their short-term nature, with the exception of the available-for-sale debt securities and forward sale securities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal and other fees incurred in connection with the preparation for the Initial Public Offering. These costs amounted to approximately $5,300,000 and were charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering.

Forward Sale Securities

The Company accounts for the forward sale securities as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the PIPE Subscription Agreements using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the forward sale securities are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the forward sale securities are indexed to the Company’s own shares. This assessment, which requires the use of professional judgment, is conducted at the time of the execution of the PIPE Subscription Agreements and as of each subsequent quarterly period-end date while the forward sale securities are outstanding. The forward sale securities that do not meet all the criteria for equity classification are required to be recorded at their initial fair value at the time of the execution of the PIPE Subscription Agreements and on each balance sheet date thereafter. Changes in the estimated fair value of the forward sale securities are recognized on the unaudited condensed consolidated statements of operations in the period of the change. 

The Company accounts for the forward sale securities in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, pursuant to which the forward sale securities do not meet the criteria for equity classification and must be recorded as liabilities or assets. See Note 8 for further discussion of the methodology used to determine the fair value of the forward sale securities.

Class A Ordinary Shares

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as liability instruments and initially measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As of June 30, 2026 and December 31, 2025, 6,842,508 and 0 Class A ordinary shares, respectively, are subject to mandatory redemption and presented as a non-current liability measured at redemption amount on the Company’s consolidated balance sheets. As of June 30, 2026 and December 31, 2025, 17,157,492 and 24,000,000 Class A ordinary shares, respectively, subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. These Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption, as presented in the accompanying consolidated balance sheets, are reconciled in the following table:

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Gross proceeds						$	240,000,000
Less:
Issuance costs allocated to Class A ordinary shares subject to possible redemption									(5,302,338)
Plus:
Accretion of carrying value to redemption value									15,519,715
Class A ordinary shares subject to possible redemption, December 31, 2025						$	250,217,377
Plus:
Accretion of carrying value to redemption value									4,120,714
Less:
Redemption of Class A ordinary shares									(72,512,934)
Class A ordinary shares subject to possible redemption, June 30, 2026						$	181,825,157

Net Income (Loss) Per Ordinary Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding for the applicable periods. The Company applies the two-class method in calculating earnings per share and allocates net income (loss) pro rata to Class A ordinary shares subject to possible redemption, nonredeemable Class A ordinary shares and Class B ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value is not in excess of the fair value.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share:

						For the Three Months Ended June 30, 2026																																				For the Three Months Ended June 30, 2025
						Class A – Public shares												Class A – Private placement shares												Class B – Ordinary shares												Class A – Public shares												Class A – Private placement shares												Class B – Ordinary shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)						$			(52,843,692)									$			(1,295,292)									$			(13,399,571)									$	979,195											$	23,664											$	390,819
Denominator:
Basic and diluted weighted average number of ordinary shares outstanding									23,662,113												580,000												6,000,000												15,032,967												363,297												6,000,000
Basic and diluted net income (loss) per ordinary share						$			(2.23)									$			(2.23)									$			(2.23)									$	0.07											$	0.07											$	0.07

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

						For the Six Months Ended June 30, 2026																														For the Six Months Ended June 30, 2025
						Class A – Public shares									Class A – Private placement shares									Class B – Ordinary shares												Class A – Public shares									Class A – Private placement shares									Class B – Ordinary shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)									$	(51,090,552)								$	(1,238,590)								$	(12,813,003)											$	751,656								$	18,165								$	596,709
Denominator:
Basic and diluted weighted average number of ordinary shares outstanding									23,924,392									580,000									6,000,000												7,558,011									182,652									6,000,000
Basic and diluted net income (loss) per ordinary share									$	(2.14)								$	(2.14)								$	(2.14)											$	0.10								$	0.10								$	0.10

Income Taxes

Income taxes are accounted for using the asset and liability method as prescribed under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from management’s estimates under different assumptions or conditions.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of both June 30, 2026 and December 31, 2025, the Company has not recorded any amounts related to uncertain tax positions.

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company recorded no income tax provision for the periods presented.

Segment Reporting

The Company has one reportable segment. See Note 9—Segment Information for additional information.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance was issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level. The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were previously required annually. Public entities with a single reportable segment are required to provide the new

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

disclosures and all the disclosures previously required under ASC 280. The Company adopted the standard on the required effective date for the financial statements issued for the annual reporting periods beginning on January 1, 2024 and applies the guidance for the interim periods beginning on January 1, 2025. The adoption of the new guidance did not have an impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted the standard on the required effective date for the Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2025. The adoption of this guidance did not have a material impact on the footnotes to the Company’s consolidated financial statements and had no impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The Conceptual Framework establishes concepts that the FASB considers in developing standards. The ASU was issued to remove references to the Conceptual Framework in the Codification. The FASB noted that references to the Concepts Statements in the Codification could have implied that the Concepts Statements are authoritative. Also, some of the references removed were to Concepts Statements that are superseded. The Company adopted the standard on the required effective date beginning on January 1, 2025 using a prospective transition method for all new transactions recognized on or after the effective date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard improves financial reporting and responds to investor input that additional expense detail is fundamental to understanding the performance of an entity, assessing its prospects for future cash flows, and comparing its performance over time and with that of other entities. The new guidance requires public business entities to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period. Specified expenses, gains or losses that are already disclosed under existing U.S. GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts will need to be described qualitatively. The new guidance will become effective for the Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance clarifies the current interim disclosure requirements and their applicability. The ASU is intended to address feedback from stakeholders that the current guidance is difficult to navigate. The amendments do not change the fundamental nature or

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expand or reduce the disclosure requirements of interim reporting. The ASU creates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The new guidance will become effective for the Company beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements. 

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The guidance clarifies, corrects errors in or makes other improvements to a variety of topics in the Codification that are intended to make it easier to understand and apply. The amendments apply to all reporting entities in the scope of the affected accounting guidance. The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements. 

SEC Rule on Climate-Related Disclosures

In March 2024, the SEC adopted final rules relating to The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in a note to their audited financial statements. The disclosures under the final rules would include certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented. If carbon offsets or renewable energy credits or certificates (“RECs”) are deemed a material component of the registrant’s plans to achieve its disclosed climate-related targets, registrants would be required to disclose information about the offsets and RECs. Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements. Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited financial statements are included in the filing. In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules. In May 2026, the SEC issued a proposal for stakeholder comment to fully rescind its climate-related disclosure rules. Absent these developments, the rules would have been effective for the Company upon its registration under the Exchange Act on May 1, 2025 and phased in starting in 2027. Management is continuing to monitor the developments pertaining to the rules and any resulting potential impacts on the Company’s unaudited condensed consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Note 3—Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 24,000,000 Class A ordinary shares at a price of $10.00 per share.

Note 4—Related Party Transactions

Founder Shares

In November 2020, the Sponsor purchased 14,375,000 Class B ordinary shares for a purchase price of $25,000. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, the Company issued 1,000,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 6,000,000 shares (the “Founder Shares”). The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination and are subject to certain transfer restrictions, as described in Note 7. Further, pursuant to the Sponsor Support Agreement, solely in connection with the Securitize Business Combination, subject to

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CANTOR EQUITY PARTNERS II, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and conditioned upon the Closing, the Sponsor agreed to surrender, for no consideration, up to 30% of its Founder Shares immediately prior to the consummation of the CEPT Merger. No Founder Shares were surrendered at the Closing. See Note 10—Subsequent Events for additional information.

The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Pursuant to the Sponsor Support Agreement, subject to the Closing, the Company, Pubco and the Sponsor agreed to amend the transfer restrictions set forth above so that the shares of Pubco Common Stock received by the Sponsor in exchange for its Founder Shares (other than any surrendered shares) will be subject to a six month lock-up, subject to early release. See Note 10—Subsequent Events for additional information.

Private Placement Shares

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 580,000 Private Placement Shares at a price of $10.00 per share ($5,800,000 in the aggregate) in the Private Placement. The net proceeds from the Private Placement were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with the completion of the Business Combination or otherwise. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the Business Combination.

Investments Held in the Trust Account

Starting on May 6, 2025 and through June 25, 2026, the Company’s investments in U.S. government treasury bills have been held in the Trust Account that is custodied by CF Secured with Continental acting as trustee.

Underwriter

Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).

Business Combination Marketing Agreement

The Company has engaged CF&Co. pursuant to a business combination marketing agreement (the “Business Combination Marketing Agreement”) as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee of $8,400,000 for such services upon the consummation of the Business Combination. This cash fee was paid in full at the Closing. See Note 10—Subsequent Events for additional information.

M&A Engagement Letter

On October 10, 2025, the Company entered into a letter agreement with CF&Co. (the “M&A Engagement Letter”), pursuant to which the Company engaged CF&Co. as its exclusive financial advisor for the Securitize Business Combination. Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1.0% of the total value of the shares of Pubco Common Stock issued to Securitize stockholders at the Closing with such shares valued at $10.00 per share (the “Securitize Equity Value”), and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing). This cash fee was paid in full at the Closing. See Note 10—Subsequent Events for additional information.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PIPE Engagement Letter

On September 25, 2025, the Company entered into a letter agreement with Securitize, Pubco, Citigroup Global Markets Inc. (“Citi”), and CF&Co. (the “PIPE Engagement Letter”), pursuant to which the Company, Securitize and Pubco engaged Citi and CF&Co. as co-placement agents for the PIPE Investment. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. and Citi each will receive a cash fee at the Closing equal to approximately $4,296,000 (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize). These cash fees were paid at the Closing. See Note 10—Subsequent Events for additional information.

Sponsor Support Agreement

On October 27, 2025, the Company entered into the Sponsor Support Agreement with the Sponsor, Pubco and Securitize, as described in Note 1.

Related Party Loans

On June 6, 2024, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the Pre-IPO Note. The Pre-IPO Note was non-interest bearing and was repaid in full upon completion of the Initial Public Offering.

In order to finance transaction costs in connection with the Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor. The Sponsor Loan does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account. As of June 30, 2026 and December 31, 2025, the Company had approximately $943,000 and approximately $397,000, respectively, outstanding under the Sponsor Loan. The Sponsor Loan was subsequently repaid in cash at the Closing. See Note 10—Subsequent Events for additional information.

If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Any Working Capital Loans will be repayable by the Company upon consummation of the Business Combination out of the proceeds of the Trust Account released to the Company; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the lender’s option, all or any portion of the amount outstanding under any Working Capital Loans may be converted into Class A ordinary shares at a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of both June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

In addition, the Sponsor has agreed to lend the Company up to $3,600,000 pursuant to a promissory note (the “Sponsor Note”) in connection with the consummation of the Business Combination, an extension of time for the Company to consummate the Business Combination or the Company’s liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Note may be converted into Class A ordinary shares at a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Sponsor Note would be repaid only out of funds held

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CANTOR EQUITY PARTNERS II, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

outside of the Trust Account. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note. As of both June 30, 2026 and December 31, 2025, the Company had no borrowings under the Sponsor Note. The Sponsor Note was subsequently drawn in part and repaid in full at the Closing. See Note 10—Subsequent Events for additional information.

The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. Accrued but unpaid balances are included in Receivable from related party in the Company’s condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the Company had approximately $71,000 and $0, respectively, as receivable outstanding from the Sponsor. The receivable from the Sponsor was subsequently settled at the Closing. See Note 10—Subsequent Events for additional information.

Administrative Services Agreement

The Company has agreed to pay $10,000 a month to the Sponsor for office space, administrative and shared personnel support services. Services commenced on May 2, 2025, the date the Class A ordinary shares were first listed on the Nasdaq Stock Market, and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. During the three months ended June 30, 2026 and 2025, the Company incurred $30,000 and approximately $19,000, respectively, for these services. During the six months ended June 30, 2026 and 2025, the Company incurred $60,000 and approximately $19,000, respectively, for these services.

Note 5—Commitments and Contingencies

Registration Rights Agreement

Pursuant to a registration rights agreement entered into on May 1, 2025, the holders of Founder Shares (only after conversion of such shares to Class A ordinary shares), the Private Placement Shares and any Class A ordinary shares issued upon conversion of up to $1,750,000 pursuant to the Sponsor Loan, any borrowings under the Working Capital Loans, up to $3,600,000 pursuant to the Sponsor Note and any additional loans are entitled to registration rights. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

CF&Co. was paid a cash underwriting discount of $4,800,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation.

Business Combination Marketing Agreement

The Company has engaged CF&Co. as an advisor in connection with the Business Combination (see Note 4).

M&A Engagement Letter

The Company has engaged CF&Co. as its exclusive financial advisor for the Securitize Business Combination (see Note 4).

PIPE Engagement Letter

The Company has engaged CF&Co. and Citi to provide placement agent services in connection with the PIPE Investment (see Note 4).

Independent Directors Compensation

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CANTOR EQUITY PARTNERS II, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commencing on May 1, 2025, the Company compensates its independent directors through cash payments for their services on the Company’s board of directors. As a result, during the three months ended June 30, 2026 and 2025, the Company recognized $25,000 and approximately $8,000, respectively, of compensation expense on its unaudited condensed consolidated statements of operations. During the six months ended June 30, 2026 and 2025, the Company recognized $57,000 and approximately $8,000, respectively, of compensation expense on its unaudited condensed consolidated statements of operations. The corresponding accrued compensation payable recognized on the Company’s consolidated balance sheets was $32,000 and $25,000 as of June 30, 2026 and December 31, 2025, respectively. 

Risks and Uncertainties

The Company’s results of operations and its ability to complete the Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s results of operations and its ability to consummate the Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, fluctuations in interest rates, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. Management continues to evaluate the impact of these factors and has concluded that while it is reasonably possible that these factors could have an effect on the Company’s financial position, results of its operations and completion of the Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 6—Available-for-Sale Debt Securities

The Company disposed of the available-for-sale debt securities during the three months ended June 30, 2026. As a result of the sale, during the three and six months ended June 30, 2026, the Company recognized a realized loss of approximately $155,000 for each period.

The following table presents the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account as of December 31, 2025:

						Amortized Cost									Gross Unrealized Gains									Gross Unrealized Losses												Fair Value
U.S. government debt securities(1)(2)						$	246,479,306								$	168,746								$			(30,699)									$	246,617,353

(1) Contractual maturities are one year or less.

(2) No debt securities were in an unrealized loss position.

The Company did not have any sales of its available-for-sale debt securities during the three and six months ended June 30, 2025.

Note 7—Shareholders’ Deficit

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. On June 29, 2026, in connection with the Meeting and the Securitize Business Combination, holders of 6,842,508 Class A ordinary shares exercised their right to redeem their shares. See Note 10—Subsequent Events for additional information. As of June 30, 2026, there were 580,000 Class A ordinary shares issued and outstanding, excluding 6,842,508 mandatorily redeemable Class A ordinary shares and 17,157,492 Class A ordinary shares subject to possible redemption. As of December 31, 2025, there were 580,000 Class A ordinary shares issued and outstanding, excluding 24,000,000 Class A ordinary shares subject to possible redemption.

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CANTOR EQUITY PARTNERS II, INC.

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Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. In November 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, the Company issued 1,000,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 6,000,000 shares. Information contained in the unaudited condensed consolidated financial statements has been retroactively adjusted for the surrender and cancellation and capitalization. As of both June 30, 2026 and December 31, 2025, there were 6,000,000 Class B ordinary shares issued and outstanding.

Prior to the consummation of the Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment and removal of directors and be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of the Company approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands). Other than as described above, holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination or at any time and from time to time at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Class A ordinary shares issued in connection with the conversion of Class B ordinary shares issued prior to the consummation of the Business Combination are subject to the same restrictions as applied to Class B ordinary shares prior to such conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of both June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Note 8—Fair Value Measurement on a Recurring Basis

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are:

● Level 1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets;

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CANTOR EQUITY PARTNERS II, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

● Level 2 measurements – inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:

June 30, 2026

Description						Quoted Prices in Active Markets (Level 1)												Significant Other Observable Inputs (Level 2)												Significant Other Unobservable Inputs (Level 3)												Total
Liabilities:
Forward sale securities liability						$			—									$			—									$	71,839,895											$	71,839,895
Total						$			—									$			—									$	71,839,895											$	71,839,895

December 31, 2025

Description						Quoted Prices in Active Markets (Level 1)												Significant Other Observable Inputs (Level 2)												Significant Other Unobservable Inputs (Level 3)												Total
Assets:
Assets held in Trust Account – U.S. government debt securities						$	246,617,353											$			—									$			—									$	246,617,353
Total						$	246,617,353											$			—									$			—									$	246,617,353
Liabilities:
Forward sale securities liability						$			—									$			—									$	4,608,560											$	4,608,560
Total						$			—									$			—									$	4,608,560											$	4,608,560

As of December 31, 2025, Level 1 assets include a direct investment in the U.S. government treasury bills classified as available-for-sale debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

23

CANTOR EQUITY PARTNERS II, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Forward Sale Securities

The forward sale securities to be issued under the PIPE Subscription Agreements were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate purchase price of $225,000,000 pursuant to the PIPE Subscription Agreements is discounted to present value and compared to the fair value of the Class A ordinary shares to be issued pursuant to the PIPE Subscription Agreements. The fair value of the Class A ordinary shares to be issued under the PIPE Subscription Agreements is based on the trading price of the Public Shares. The excess (liability) or deficit (asset) of the fair value of the Class A ordinary shares to be issued compared to the $225,000,000 purchase price is then adjusted by the probability, which is determined based on observed success rates of business combinations for third-party special purpose acquisition companies. The probability input used in the fair value measurement of the forward sale securities liability as of June 30, 2026 also reflects the fact that the Company’s shareholders approved the Securitize Business Combination and the other proposals at the Meeting and the occurrence of the subsequent Closing (as further described in Note 10—Subsequent Events). The probability is the primary unobservable input utilized in determining the fair value of the forward sale securities. Significant changes in this unobservable input may result in significantly lower or higher fair value measurement. As of June 30, 2026 and December 31, 2025, the probability used to derive the fair value of the forward sale securities liability was approximately 93.3% and approximately 12.8%, respectively.

The following table presents the change in the fair value of the forward sale securities liability for the six months ended June 30, 2026:

						Forward Sale Securities
Fair value as of December 31, 2025						$			(4,608,560)
Change in valuation inputs or other assumptions(1)									1,625,060
Fair value as of March 31, 2026						$			(2,983,500)
Change in valuation inputs or other assumptions(1)									(68,856,395)
Fair value as of June 30, 2026						$			(71,839,895)

(1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of forward sale securities in the unaudited condensed consolidated statements of operations.

Note 9—Segment Information

The Company has not yet commenced operations, thus all activity for the three and six months ended June 30, 2026 and 2025 relates to the Company’s formation, the Initial Public Offering, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company has identified its Chairman and Chief Executive Officer as the chief operating decision maker (the “CODM”). The Company consists of one reportable segment, because the resource allocation and assessment of performance of the entity’s business activities by the CODM are performed using the entity-wide operating results. The net income (loss) is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess financial performance. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM also reviews interest income and general and administrative expenses included in the net income (loss). The CODM reviews interest income on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy for investing the Trust Account funds while maintaining compliance with the terms of the trust agreement. In addition, the CODM reviews and monitors general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period and to ensure expenses are aligned with the underlying contractual agreements.

24

The Company does not have operating income and therefore, it does not have any operating revenues. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three months ended June 30, 2026 and 2025, the Company earned approximately $2,162,000 and approximately $1,531,000, respectively, of interest income on investments held in the Trust Account. During the six months ended June 30, 2026 and 2025, the Company earned approximately $4,414,000 and approximately $1,531,000, respectively, of interest income on investments held in the Trust Account. The Company’s significant segment expenses were general and administrative expenses, which were approximately $660,000 and approximately $118,000 for the three months ended June 30, 2026 and 2025, respectively, and approximately $2,110,000 and approximately $145,000 for the six months ended June 30, 2026 and 2025, respectively. The other segment expenses for the three months ended June 30, 2026 were the loss from the change in fair value of the forward sale securities, the loss on the sale of available-for-sale debt securities and administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to approximately $68,856,000, approximately $155,000 and $30,000, respectively. The other segment expenses for the six months ended June 30, 2026 were the loss from the change in fair value of the forward sale securities, the loss on the sale of available-for-sale debt securities and administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to approximately $67,231,000, approximately $155,000, and $60,000, respectively. The other segment expenses for the three and six months ended June 30, 2025 were the administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to approximately $19,000 for each period. Refer to the Company’s unaudited condensed consolidated statements of operations for additional information.

As of June 30, 2026 and December 31, 2025, the Company had total assets of approximately $250,997,000 and approximately $246,836,000, respectively. See the Company’s consolidated balance sheets for additional information.

Note 10—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that, other than as described below, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.

On July 1, 2026, the Company, Securitize, PubCo, CEPT Merger Sub and Securitize Merger Sub consummated the Closing, whereby (i) the Company merged with and into CEPT Merger Sub and CEPT Merger Sub became the surviving company and wholly-owned subsidiary of PubCo and (ii) Securitize Merger Sub merged with and into Securitize and Securitize became the surviving company and wholly-owned subsidiary of PubCo. On the Closing Date, PubCo changed its name to Securitize Corp.

On July 1, 2026, prior to the Closing, the Company drew approximately $1,026,000 on the Sponsor Note to fund the $0.15 per redeemed share pursuant to the Sponsor Note. This amount was repaid in full at the Closing.

On July 1, 2026, prior to the CEPT Merger, PIPE Investors purchased from the Company an aggregate of 19,782,000 PIPE Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $197,820,000 in cash, pursuant to the PIPE Subscription Agreements.

On July 1, 2026, as a result of the Closing, the Company repaid the Sponsor Loan and settled the Receivable from related party in cash, paid a cash fee of $8,400,000 to CF&Co. for services provided under the Business Combination Marketing Agreement, paid a cash fee of approximately $16,968,000 to CF&Co. for services provided under the M&A Engagement Letter, and paid cash fees of approximately $4,296,000 to CF&Co. and approximately $4,034,000 to Citi for services provided under the PIPE Engagement Letter.

On July 2, 2026, the Company redeemed 6,842,508 Class A ordinary shares for cash at a redemption price of approximately $10.60 per share for an aggregate redemption amount of approximately $72,513,000.

25

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Capitalized terms used but not defined in this Exhibit 99.4 shall have the meanings ascribed to them in the Current Report on Form 8-K/A (“Form 8-K/A”) filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2026 and, if not defined in the Form 8-K/A, capitalized terms used but not defined in this Exhibit 99.4 shall have the meanings ascribed to them in the definitive proxy statement/prospectus filed by PubCo with the Securities and Exchange Commission on June 5, 2026, prior to the consummation of the business combination (the “Proxy Statement/Prospectus”).

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Cantor Equity Partners II, Inc. (“CEPT”) and Securitize, Inc. (“Securitize”) adjusted to give effect to the merger of CEPT with and into Pinecrest Merger Sub, a wholly owned subsidiary of PubCo (“CEPT Merger Sub”), with CEPT Merger Sub surviving as a wholly owned subsidiary of Securitize Holdings, Inc (“PubCo”), and the merger of Senna Merger Sub, Inc., a wholly owned subsidiary of CEPT (“Securitize Merger Sub”) with and into Securitize, with Securitize surviving as a wholly owned subsidiary of PubCo (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement among them, dated October 27, 2025 (the “Merger Agreement”), the “Business Combination”). The unaudited pro forma condensed combined financial information has also been adjusted to give effect to the PIPE investment and other related transactions, as outlined below. CEPT and Securitize are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company.” On June 29, 2026, the Business Combination was approved by CEPT shareholders. The Business Combination was completed on July 1, 2026 (the "Closing Date"). Following the Closing, the Combined Company became the publicly traded parent company, with its common stock listed on the New York Stock Exchange under the ticker symbol "SECZ." Refer to Note 1 — Description of the Business Combination for more details.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. These periods are presented on the basis that Securitize is the acquirer for accounting purposes.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the unaudited historical condensed consolidated financial statements of CEPT and Securitize as of and for the six months ended June 30, 2026, the audited historical consolidated financial statements of CEPT and Securitize as of and for the year ended December 31, 2025, and the notes thereto, as well as the disclosures contained in the sections titled “CEPT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in the Form 8-K/A.

The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and do not purport to represent what our financial position or results of operations would have been if the proposed transactions had actually occurred as of the dates indicated, nor does it project our financial position at any future date or our results of operations or cash flows for any future period.

The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of PubCo pursuant to the

consummation of the transactions. The unaudited pro forma transaction accounting adjustments presented in the accompanying notes represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with generally accepted accounting principles in the United States (“GAAP”). Under this method of accounting, CEPT is treated as the “acquired” company for financial reporting purposes. Securitize has been determined to be the accounting acquirer because existing Securitize stockholders, as a group, have retained the largest portion of the voting rights in the combined entity, the executive officers of PubCo were appointed by Securitize, the majority of the board of directors of PubCo were appointed by Securitize, Securitize represents a significant majority of the operations of PubCo, and the operations of Securitize are the continued operations of PubCo.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

			Securitize, Inc.						CEPT						Transaction Accounting Adjustments						Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents			$	33,599,243					$	25,000					$	188,607,250		A			$	352,566,531
															1,026,376			B
															(1,026,376)			B
															(72,512,934)			D
															250,738,091			C
															(46,716,028)			F
															(1,174,091)			P
Digital assets from operations			99,915						—						—						99,915
Digital assets held for investment			887,928						—						—						887,928
Digital assets receivable			1,831,093						—						—						1,831,093
Customer escrow funds			18,106,706						—						—						18,106,706
Investments in available-for-sale marketable securities			444,058						—						—						444,058
Investments in tokenized assets			7,651,765						—						—						7,651,765
Accounts receivable, net			9,120,623						—						—						9,120,623
Accounts receivable, related parties			460,213						—						—						460,213
Contract assets			15,122,608						—						—						15,122,608
Receivable from related party			—						70,586						(70,586)			P			—
Deferred offering costs			7,112,971						—						(7,112,971)			F			—
Prepaid expenses and other current assets			3,043,115						163,723						(163,723)			H			3,043,115
Total current assets			97,480,238						259,309						311,595,008						409,334,555
Digital assets receivable, noncurrent			1,690,610						—						—						1,690,610
Contract assets, noncurrent			1,081,243						—						—						1,081,243
Notes receivable, related parties			8,766,201						—						—						8,766,201
Intangible assets, net			20,130,639						—						—						20,130,639
Goodwill			26,365,270						—						—						26,365,270
Other noncurrent assets			601,415						—						—						601,415
Cash held in Trust Account			—						250,738,091						(250,738,091)			C			—
Total assets			$	156,115,616					$	250,997,400					$	60,856,917					$	467,969,933

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable			$	693,723					$	—					$	—					$	693,723
Notes payable, related party			—						943,494						(943,494)			P			—
Interest payable			6,114,314						—						—						6,114,314
Accrued expenses and other current liabilities			13,749,798						2,908,920						(301,183)			P			8,180,852
															(2,607,737)			F
															(5,568,946)			F
Deferred revenue			1,148,727						—						—						1,148,727
Customer escrow funds payable			18,103,958						—						—						18,103,958
Option prepayment liability			20,000,000						—						(20,000,000)			L			—
Total current liabilities			59,810,520						3,852,414						(29,421,360)						34,241,574
Deferred revenue, noncurrent			993,665						—						—						993,665
Simple agreements for future equity			16,127,000						—						(16,127,000)			E			—
Convertible promissory notes payable, net			74,948,845						—						(74,948,845)			E			—
Derivative liability			6,328,000						—						(6,328,000)			E			—
Option liability			40,566,000						—						(40,566,000)			L			—
Deferred tax liability			342,015						—						—						342,015
Mandatorily redeemable Class A ordinary shares liability			—						72,512,934						(72,512,934)			D			—
Forward sale securities liability			—						71,839,895						(71,839,895)			A			—
Sponsor note			—						—						1,026,376			B			—
															(1,026,376)			B
Earnout liability			—						—						63,248,000			I			63,248,000
Sponsor earnout liability			—						—						19,679,829			J			19,679,829
Total liabilities			$	199,116,045					$	148,205,243					$	(228,816,205)					$	118,505,083
Mezzanine equity:
J Digital 6 warrants			$	1,169,721					$	—					$	—					$	1,169,721
Series Option redeemable convertible preferred stock			—						—						60,566,000			L			—
															(60,566,000)			E
Series B-4 redeemable convertible preferred stock, 2,089,457 shares authorized, issued and outstanding (preference in liquidation of $45,132,272 for both periods)			42,348,900						—						(42,348,900)			E			—

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

Series B-3 redeemable convertible preferred stock, 1,219,998 shares authorized, issued and outstanding (preference in liquidation of $21,959,964 for both periods)			21,969,898						—						(21,969,898)			E			—
Series B-2 redeemable convertible preferred stock, 2,630,197 shares authorized, issued and outstanding (preference in liquidation of $19,103,384 for both periods)			24,387,798						—						(24,387,798)			E			—
Series B-1 redeemable convertible preferred stock, 2,881,387 shares authorized, issued and outstanding (preference in liquidation of $26,159,824 for both periods)			21,407,747						—						(21,407,747)			E			—
Series A redeemable convertible preferred stock, 2,999,412 shares authorized, issued and outstanding (preference in liquidation of $14,501,257 for both periods)			14,700,686						—						(14,700,686)			E			—
Class A ordinary shares subject to possible redemption			—						181,825,157						(2,573,624)			G			—
															(179,251,533)			M
Total Mezzanine Equity			$	125,984,750					$	181,825,157					$	(306,640,186)					$	1,169,721
Stockholders' deficit:
Common stock, $0.0001 par value			$	870					$	—					$	1,759		E			$	—
															(2,629)			K
Class A Common stock, $0.0001 par value			81						—						(81)			K			—
Treasury stock, 150,000 shares at cost			(1,599,978)						—						1,599,978			K			—
Class A ordinary shares, $0.0001 par value			—						58						1,978			A			—
															1,716			M
															(3,752)			O
Class B ordinary shares, $0.0001 par value			—						600						(600)			O			—
PubCo Common stock, $0.0001 par value			—						—						11,975			K			16,327
															4,352			O
Additional paid-in capital			26,521,873						—						282,783,115			E			543,403,494
															(20,050,841)			F
															(30,385,337)			N
															(63,248,000)			I
															(19,679,829)			J
															(392,576)			K
															179,249,817			M
															188,605,272			A
Accumulated deficit			(195,124,692)						(79,033,658)						30,385,337			N			(195,124,692)
															(25,601,475)			F
															71,839,895			A
															2,573,624			G

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

															(163,723)			H
Accumulated other comprehensive income			1,216,667						—						(1,216,667)			K			—
Total stockholders' deficit			(168,985,179)						(79,033,000)						596,313,308						348,295,129
Total liabilities, mezzanine equity and stockholders’ deficit			$	156,115,616					$	250,997,400					$	60,856,917					$	467,969,933

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

			Securitize, Inc.						CEPT						Transaction Accounting Adjustments						Pro Forma Combined
Revenue			$	33,914,311					$	—					$	—					$	33,914,311
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)			8,451,012						—						—						8,451,012
Selling, general & administrative			15,955,352						2,109,571						2,901,050			FF			20,965,973
Compensation and benefits			19,648,481						—						—						19,648,481
Provision for expected credit losses			1,600,587						—						—						1,600,587
Administrative expenses - related party			—						60,000						(60,000)			EE			—
Loss on digital assets from operations, net			369,297						—						—						369,297
Total operating costs and expenses			46,024,729						2,169,571						2,841,050						51,035,350
Loss from operations			(12,110,418)						(2,169,571)						(2,841,050)						(17,121,039)
Other income (expense):
Interest expense			(3,374,490)						—						3,374,490			CC			—
Interest income			413,505						—						—						413,505
Interest income on investments held in Trust Account			—						4,414,025						(4,414,025)			AA			—
Change in fair value of forward sale securities			—						(67,231,335)						67,231,335			DD			—
Realized loss on sale of available-for-sale debt securities			—						(155,264)						155,264			HH			—
Dividend income			241,033						—						—						241,033
Loss on digital assets held for investment, net			(1,433,082)						—						—						(1,433,082)
Other income, net			1,735,797						—						—						1,735,797
Change in fair value of simple agreements for future equity			(5,678,000)						—						5,678,000			DD			—
Change in fair value of derivative liability			19,842,000						—						(19,842,000)			DD			—
Change in fair value of option liability			(29,176,000)						—						29,176,000			DD			—
Total other income (expense), net			(17,429,237)						(62,972,574)						81,359,064						957,253

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Net income (loss) from continuing operations before income taxes			(29,539,655)						(65,142,145)						78,518,014						(16,163,786)
Provision for income taxes			(82,199)						—						—						(82,199)
Income (loss) from continuing operations, net of tax			(29,621,854)						(65,142,145)						78,518,014						(16,245,985)
Net income (loss)			(29,621,854)						(65,142,145)						78,518,014						(16,245,985)
Net income (loss) from continuing operations attributable to common stockholders			$	(29,621,854)					$	(65,142,145)					$	78,518,014					$	(16,245,985)
Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted			$	(3.29)
Weighted average common stock and Class A common stock shares outstanding - basic and diluted			8,993,202
Weighted average shares outstanding
Class A - Public shares									23,924,388
Class A - Private placement									579,998
Class B - Ordinary shares									5,999,998
Basic and diluted net loss per share
Class A - Public shares									$	(2.14)
Class A - Private placement									$	(2.14)
Class B - Ordinary shares									$	(2.14)
Weighted average shares outstanding - basic and diluted																					161,465,685
Net loss from continuing operations per share - basic and Diluted																					$	(0.10)
Other comprehensive income:
Foreign currency translation adjustment			122,285						—						—						122,285

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Reclassification adjustment for loss included in net loss			—						155,264						(155,264)			HH			—
Change in unrealized depreciation of available-for-sale debt securities			—						(293,311)						293,311			HH			—
Total other comprehensive income (loss)			122,285						(138,047)						138,047						122,285
Comprehensive income (loss)			$	(29,499,569)					$	(65,280,192)					$	78,656,061					$	(16,123,700)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

			Securitize, Inc.						CEPT						Transaction Accounting Adjustments						Pro Forma Combined
Revenue			$	62,152,140					$	—					$	—					$	62,152,140
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)			13,472,042						—						—						13,472,042
Selling, general & administrative			20,525,686						1,773,577						15,126,948			FF			37,426,211
Compensation and benefits			37,176,194						—						—						37,176,194
Acquisition related transaction costs			—						—						25,601,474			BB			25,601,474
Provision for expected credit losses			397,382						—						—						397,382
Administrative expenses - related party			—						79,677						(79,677)			EE			—
Loss on digital assets from operations, net			5,113,796						—						—						5,113,796
Total operating costs and expenses			76,685,100						1,853,254						40,648,745						119,187,099
Loss from operations			(14,532,960)						(1,853,254)						(40,648,745)						(57,034,959)
Other income (expense):
Interest expense			(6,892,872)						—						6,390,414			CC			(502,458)
Interest income			1,177,726						—						(145,111)			GG			1,032,615
Interest income on investments held in Trust Account			—						6,479,330						(6,479,330)			AA			—
Dividend income			227,133						—						—						227,133
Change in fair value of forward sale securities			—						(4,608,560)						4,608,560			DD			—
Other income, net			862,360						—						—						862,360
Change in fair value of simple agreements for future equity			(4,735,000)						—						4,735,000			DD			—
Change in fair value of derivative liability			(11,719,000)						—						11,719,000			DD			—
Change in fair value of option liability			(6,431,000)						—						6,431,000			DD			—
Realized gain on sale of available-for-sale debt securities			—						—						138,047			HH			—
															(138,047)			HH
Total other income (expense), net			(27,510,653)						1,870,770						27,259,533						1,619,650

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

Net income (loss) from continuing operations before income taxes			(42,043,613)						17,516						(13,389,212)						(55,415,309)
Provision for income taxes			(324,550)						—						—						(324,550)
Income (loss) from continuing operations, net of tax			$	(42,368,163)					$	17,516					$	(13,389,212)					$	(55,739,859)
Net income (loss)			(42,368,163)						17,516						(13,389,212)						(55,739,859)
Deemed dividend to preferred stockholders			(1,493,539)						—						—						(1,493,539)
Net income (loss) from continuing operations attributable to common stockholders			$	(43,861,702)					$	17,516					$	(13,389,212)					$	(57,233,398)
Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted			$	(4.98)
Weighted average common stock and Class A common stock shares outstanding - basic and diluted			8,813,380
Weighted average shares outstanding
Class A - Public shares									15,846,575
Class A - Private placement									382,959
Class B - Ordinary shares									6,000,000
Basic and diluted net loss per share
Class A - Public shares									$	0.00
Class A - Private placement									$	0.00
Class B - Ordinary shares									$	0.00
Weighted average shares outstanding - basic and diluted																					161,465,685
Net loss from continuing operations per share - basic and diluted																					$	(0.35)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

Other comprehensive income:
Foreign currency translation adjustment			627,402						—						—						627,402
Change in unrealized depreciation of available-for-sale debt securities			—						138,047						(138,047)			HH			—
Total other comprehensive income (loss)			627,402						138,047						(138,047)						627,402
Comprehensive income (loss)			$	(41,740,761)					$	155,563					$	(13,527,259)					$	(55,112,457)

COMBINED COMPANY

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1.    Description of the Business Combination

On July 1, 2026, CEPT, Securitize, PubCo, CEPT Merger Sub and Securitize Merger Sub consummated the transactions contemplated by the Business Combination Agreement among them, dated October 27, 2025, following their approval at a special meeting of the stockholders of CEPT held on June 29, 2026 (the “Special Meeting”). Pursuant to the terms of the Merger Agreement, a business combination of CEPT and PubCo was effected through (i) the merger of CEPT with and into CEPT Merger Sub, with CEPT Merger Sub surviving as a wholly owned subsidiary of PubCo, and (ii) the merger of Securitize Merger Sub with and into Securitize, with Securitize surviving as a wholly owned subsidiary of PubCo. On the Closing Date, PubCo changed its name to Securitize Corp.

The “Per Share Company Merger Consideration” is, for each share of Securitize common stock, par value $0.0001 (“Securitize Common Stock”) being converted into shares of PubCo Common Stock in the Securitize Merger, such number of shares of PubCo’s common stock, par value $0.0001 per share (“PubCo Common Stock”) equal to (a) (i) the Equity Value of Securitize (which is $1,250,000,000, subject to adjustments calculated in accordance with the Business Combination Agreement), divided by (b) the Fully-Diluted Company Shares (calculated in accordance with the Business Combination Agreement), divided by (iii) $10.00, and (b) the right to receive the relevant portion of 6,250,000 shares of PubCo Common Stock (the “Securitize Earnout Shares”), if any, attributable to such shares. The Per Share Company Merger Consideration was 4.44.

The Securitize Earnout Shares will be issued to Securitize Stockholders if, at any time during the five (5) year period following the Closing Date, the VWAP of PubCo Common Stock exceeds certain price thresholds (the “Issuance Threshold”) as described below: (i) one-third of the Securitize Earn-Out Shares will be issued if the VWAP of PubCo Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after the Closing, (ii) one-third of the Securitize Earnout Shares will be issued if the VWAP of PubCo Common Stock exceeds $20.00 for 20 out of any 30 trading days beginning 90 days after Closing, and (iii) one-third of the Securitize Earnout Shares will be issued if the VWAP of PubCo Common Stock exceeds $25.00 for 20 out of any 30 trading days beginning 90 days after Closing.

Contemporaneously with the execution of the Business Combination Agreement, CEPT, the Cantor EP Holdings II, LLC (the “Sponsor”), PubCo and Securitize entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to surrender, for no consideration, up to 30% of its CEPT Class B ordinary shares, par value $.0001 per share (“CEPT Class B Ordinary Shares”) immediately prior to, and conditioned upon, the Closing (such number of Surrendered CEPT Shares to be determined pursuant to a formula taking into account the number of CEPT Redeemed Shares and the gross proceeds from the PIPE Investments exceeding $100,000,000). Upon the Closing, no such shares were surrendered. In addition, Sponsor agreed to subject the Sponsor Earnout Shares to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earnout during the Earnout Period, with one-third of such shares vesting in the event the VWAP of a share of PubCo Common Stock exceeds Issuance Thresholds of $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing. Contemporaneously with the execution of the Business Combination Agreement, the PIPE Investors agreed to make a private investment in CEPT by purchasing Class A ordinary shares. On the Closing Date, the PIPE Investors purchased from CEPT an aggregate of 19,782,000 shares of CEPT Class A ordinary shares, par value $.0001 per share (“CEPT Class A Ordinary Shares”) for a purchase price of $10.00 per share and an aggregate purchase price of approximately $197,820,000, pursuant to the PIPE Subscription Agreements. The net proceeds from the PIPE will be used by PubCo for transaction expenses, working capital and general corporate purposes. The PIPE Investors satisfied all of their obligations in cash.

On June 29, 2026, CEPT held an extraordinary general meeting of its shareholders at which certain proposals were submitted to a vote of CEPT shareholders (“CEPT Shareholders”). The proposals are described in more detail in CEPT’s definitive proxy statement filed with the Securities and Exchange Commission on June 5, 2026 (the “Definitive Proxy Statement”). Only CEPT Shareholders of record as of the close of business on May 11, 2026, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 30,580,000 ordinary shares of CEPT were issued and outstanding and entitled to vote at the Special Meeting.

In connection with Special Meeting and the Business Combination, holders of 6,842,508 shares of CEPT Class A ordinary share, par value $.0001 per share, or approximately 28.5% of the shares with redemption rights,

exercised their right to redeem their shares for cash at a redemption price of approximately $10.60 per share, for an aggregate redemption amount of $72,512,934.

The following table summarizes the pro forma shares of PubCo Common Stock outstanding, excluding the potential dilutive effect of (i) the Securitize Earnout Shares; (ii) the Assumed Warrants; and (iii) the Assumed Options.

			Shares						Ownership %
Public Shareholders			17,157,492						10.5		%
Securitize Common Securityholders (1)			45,482,756						27.9		%
Sponsor (3)			6,580,000						4.0		%
Securitize Preferred Securityholders (2)			74,263,437						45.5		%
PIPE Investors			19,782,000						12.1		%
Pro forma outstanding shares at June 30, 2026			163,265,685						100.0		%
(1) Securitize Equity Value is $1,257,064,087, which is the Equity Value as defined in the Business Combination Agreement of $1,250,000,000 and proceeds from the exercise of vested Company options and warrants of $7,064,087.
(2) Consists of 74,263,437 shares of PubCo Common Stock issued to the Securitize Preferred Securityholders upon exchange of 16,711,159 shares of Securitize Preferred Stock based on the Exchange Ratio of 4.44.
(3) Includes 580,000 shares of PubCo Common Stock received in exchange for the CEPT Private Placement Shares and 6,000,000 Post-Combination Founder Shares. Certain of the Post-Combination Founder Shares are subject to an earn-out as further described herein.

Note 2.    Basis of Presentation

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, CEPT is treated as the “accounting acquiree” and Securitize as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Securitize issuing shares for the net assets of CEPT, followed by a recapitalization. The net assets of CEPT are stated at historical cost. Operations prior to the Business Combination are those of Securitize.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. These periods are presented on the basis that Securitize is the acquirer for accounting purposes.

The pro forma adjustments reflecting the consummation of the Business Combination and related transactions are based on certain currently available information and certain assumptions and methodologies that the parties believe are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The parties believe that their assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect

to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical audited consolidated financial statements and notes thereto of SPAC and Securitize.

The Business Combination is a capital transaction in substance whereby CEPT is treated as the acquired company for financial reporting purposes. This determination was primarily based on the following:

•Securitize Stockholders own the majority of the issued and outstanding common shares of PubCo;

•The key management of PubCo consists entirely of individuals who previously served as senior management of Securitize;

•The PubCo Board was selected by Securitize pursuant to the terms of the Business Combination Agreement; and

•The operations of Securitize prior to the Business Combination comprise the only ongoing operations of PubCo following the closing of the Transactions.

No tax effect has been recorded for the transaction accounting adjustments. The changes in fair value of the SAFE liability and derivative liability represent permanent differences and therefore do not impact taxable income. Securitize maintains a full valuation allowance on its deferred tax assets; accordingly, no tax benefit is recognized for the transaction costs, regardless of whether such costs are deductible or give rise to permanent or temporary differences. As a result, the transaction accounting adjustments do not impact the provision for income taxes.

Note 3.    Accounting Policies and Reclassifications

Management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management did not identify any material differences related to the application of the accounting policies applied by CEPT and Securitize that would require adjustments in the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

As part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align CEPT’s financial statement presentation with that of Securitize.

Note 4. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the transactions and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. PubCo has elected not to present Management’s Adjustments and only presented Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. CEPT and Securitize have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of PubCo Common Stock outstanding, assuming the closing of the transactions occurred on January 1, 2025.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are as follows:

A. Represents the issuance of 19,782,000 CEPT Class A ordinary shares for $10.00 per share, for proceeds of $188,607,250, which are net of issuance costs of $9,212,750, pursuant to the PIPE Investment. The PIPE Investors have satisfied all of their commitments in cash. The PIPE shares that were committed to the PIPE investors are recorded on CEPT’s June 30, 2026 Balance Sheet as a Forward sale securities liability of $71,839,895, which was settled through accumulated deficit upon the issuance of the 19,782,000 CEPT Class A ordinary shares.

B. Represents the $1,026,376 in proceeds and subsequent repayment of the Sponsor Note, which was to fund $0.15 per share to each of the 6,842,508 CEPT shares redeemed.

C. Represents the reclassification of the cash held in the Trust Account upon the closing of the Merger to Cash and cash equivalents.

D. Represents the redemption of 6,842,508 Public Shares for aggregate payments of $72,512,934 (approximately $10.60 per share — a $10.45 base plus $0.15 per share funded by the Sponsor Note).

E. Represents the conversion of $16,127,000 of simple agreements for future equity, $81,276,845 of Securitize convertible notes and related derivative liability, $60,566,000 Series Option preferred stock, and $124,815,029 of Series A through B-4 preferred stock, upon the closing of the Business Combination for 17,585,944 shares of historical Securitize Common Stock, which were exchanged into 78,150,934 shares of PubCo Common Stock using a par value of $0.0001 per share. See Adjustment L for the exercise of the NHTV Sierra Holdings LLC Option into Series Option preferred stock.

F. Represents transaction costs of CEPT and Securitize in connection with the Business Combination. CEPT’s transaction costs of $28,506,000 include advisory, printing, legal, and accounting fees. Out of the total CEPT transaction costs, $2,904,526 of transaction costs have been incurred, consisting of $2,607,737 of transaction costs accrued and $296,789 paid by CEPT as of June 30, 2026. Therefore, the remaining $28,209,211 were paid at Closing. These transaction costs are directly attributable to the Business Combination and are recorded to acquisition related transaction costs (refer to adjustment BB).

Securitize’s preliminary total estimated transaction costs of $20,050,841 include legal, advisory, and accounting fees. Out of the total estimated Securitize transaction costs, $7,112,971 of transaction costs have been incurred and recorded as deferred offering costs, consisting of $5,568,946 of transaction costs accrued and $1,532,588 paid by Securitize as of June 30, 2026. Therefore, out of the remaining $18,518,253 transaction costs, $18,506,816 were paid in cash upon the closing of the Business Combination and $11,437 remained in ‘Accrued expenses and other current liabilities’ on the balance sheet. The offering costs incurred by Securitize are recorded as a reduction to additional paid-in capital given the Business Combination is being accounted for as a reverse recapitalization, while the offering costs incurred by CEPT were recorded as an expense.

G. Reflects the reversal of the $2,573,624 accrual (the $0.15 per share Sponsor-funded amount previously recorded on 17,157,492 public shares).

H. To derecognize CEPT prepaid insurance and prepaid Nasdaq fee of $121,223 and $42,500, respectively, upon the Closing.

I. Represents the estimated fair value of the earnout liability for Securitize Earnout Shares at the consummation of the Business Combination. The maximum amount of Securitize Earnout Shares to be issued is 6,250,000, contingent upon the Release Events outlined below. The earnout liability for the Securitize Earnout Shares is recognized at its estimated fair value. The earnout liability will be remeasured to its fair value at the end of each reporting period and subsequent changes in the fair value will be recognized in Securitize’s statement of operations within other income/expense. The Securitize Earnout Shares are issuable starting 90 days from the Closing Date and ending on the fifth anniversary of the Closing Date, however they are contingent upon various triggering events being met (a “Release Event”).

Notwithstanding anything to the contrary, in the event that during the Earnout Period, a merger, consolidation or similar transaction (as further described in the Business Combination Agreement) occurs where holders of PubCo Common Stock have the right to receive cash or securities, and the consideration per share of PubCo Common Stock would exceed one or more Issuance Threshold described above, the applicable Issuance Threshold will be deemed to have been satisfied and the applicable shares will be vested and issued to the applicable Securitize Stockholders.

These amounts are classified as liabilities in the unaudited pro forma condensed combined balance sheet, and a reduction of proceeds to be received by Securitize. The fair values of the Securitize Earnout Shares were determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes based on certain underlying assumptions such as stock price, volatility and risk-free interest rates. These assumptions reflect the most reliable information available. The liabilities will be remeasured to fair value at each reporting date and subsequent changes in the fair value will be recognized in PubCo’s consolidated statement of operations.

The stock price on the valuation date was $10.00, with an earnout period beginning on the date that is the 90 days from the Closing Date and ending on the date that is the fifth anniversary of the Closing Date. The risk-free rate of the remaining term is 4.15%, and the rounded equity volatility is 65%. These inputs resulted in simulations determining estimated fair value outcomes between approximately $0 and $303,089,219. Therefore, adjustment I to the unaudited pro forma condensed combined balance sheet represents the probability-weighted estimated fair value of these outcomes of $63,248,000 and was used for the estimated fair value of the earnout liability.

As the shares are only issuable upon the various Issuance Thresholds, the potential outcomes include a range from no liability (if no Release Event occurs) to the value of the full 6,250,000 shares to be issued if all three Release Events are achieved. Taking into account the potential upside due to share appreciation, the simulation provides a maximum aggregate liability of $101,029,740, or $48.49 on a per share basis on satisfaction of the First Issuance Threshold, $48.49 on a per share basis on satisfaction of Second Issuance Threshold, and $51.92 on a per share basis on satisfaction of the Third Issuance Threshold, for an average per share value of $49.63.

J. Represents the fair value of earnout liability for the Sponsor Earnout Shares at the consummation of the Business Combination. The earnout liability for the Sponsor Earnout Shares is recognized at its fair value. The earnout liability will be remeasured to its fair value at the end of each reporting period and subsequent changes in the fair value will be recognized in Securitize’s consolidated statement of operations. Per the Sponsor Support Agreement, the Sponsor agreed to subject a maximum of 1,800,000 Post-Combination Founder Shares (the “Sponsor Earnout Shares”) to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earn-out during the Earnout Period.

The stock price on the valuation date was $10.00, with an Earnout Period beginning on the date that is 90 days from the Closing Date and ending on the date that is the fifth anniversary of the Closing Date. The risk-free rate of the remaining term is 4.15%, and the rounded equity volatility is 65%. These inputs resulted in simulations determining estimated fair value outcomes between $0 and $77,050,038. Therefore, adjustment J reflects the probability-weighted fair value of these outcomes of $19,679,829, or $10.93 on a per share basis, which was used for the fair value of the Sponsor Earnout Shares liability.

As the shares are only issuable upon the achievement of the Sponsor Release Events, the potential outcomes include a range from no liability (if no Sponsor Release Event occurs) to the value of the full 1,800,000 shares to be issued if all three Release Events are achieved. Taking into account the potential upside due to share appreciation, the simulation provides a maximum aggregate liability of $25,683,346, or $42.81 on a per share basis for First Price Threshold. For the Second Price Threshold, the simulation provides a maximum aggregate liability of $25,683,346, or $42.81 on a per share basis for Second Price Threshold. For the Third Price Threshold, the simulation provides a maximum aggregate liability of $25,683,346, or $42.81 on a per share basis for Third Price Threshold.

K. Represents the recapitalization of Securitize’s historical equity (comprised of the par value of Securitize Common Stock of $2,629, the par value of Securitize Class A Common Stock of $81, Securitize accumulated other comprehensive income of $1,216,667, and Securitize Treasury Stock of $1,599,978)

which is inclusive of any new securities issued in connection with the conversion of the convertible notes or the exercise of options into the PubCo Common Stock after giving effect to the Securitize Exchange Ratio of 4.44 at Closing. The shares are converted to 119,750,000 shares of PubCo Common stock.

L. Represents the relief of the Subscription Liability of $20,000,000 and a release of an option liability of $40,566,000 upon the Closing of the Business Combination. The Subscription Liability represents cash provided by the NHTV Sierra Holdings LLC Option (“NHTV Option”) holders for the exercise of the NHTV Option into Securitize Option Preferred Stock, contingent upon the Closing of the Business Combination. Per the NHTV Option agreement, Securitize Option Preferred Stock means a series of Securitize’s Preferred Stock that is substantially identical to the shares of Standard Preferred Stock issued in the most recent Qualifying Raise.

M. Represents the reclassification of 17,157,492 Class A CEPT redeemable shares to non-redeemable shares immediately prior to the Closing totaling $179,251,533. The 17,157,492 shares reflect CEPT's original 24,000,000 Class A ordinary shares outstanding, reduced by the 6,842,508 shares redeemed as described in adjustment D. Of the $179,251,533, $1,716 was allocated to Class A ordinary shares at the $0.0001 par value (17,157,492 shares × $0.0001), with the remaining $179,249,817 credited to additional paid-in capital.

N. Reflects the elimination of CEPT’s historical accumulated deficit through additional paid-in capital of $30,385,337 after recording the following adjustments:

Accumulated Deficit as of June 30, 2026			$	(79,033,658)
Adjustment A - Forward Sale Securities Liability Settlement			71,839,895
Adjustment F - CEPT Transaction Costs			(25,601,475)
Adjustment G - Reversal of $0.15 per Public Share Accrual			2,573,624
Adjustment H - De-recognition of CEPT Prepaid Insurance			(163,723)
			$	(30,385,337)

O. Represents the conversion of 37,519,492 and 6,000,000 Class A and Class B CEPT ordinary shares into PubCo Common Stock.

P. Reflects the repayment of the Sponsor Loan of $943,494 which was paid in cash at Closing, and the payment of all non-transaction related accrued expenses of CEPT of $301,183 at the Closing.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations

AA. Reflects elimination of investment income from the Trust Account of $4,414,025 and $6,479,330 for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively.

BB. Reflects non-recurring transaction costs not reflected in the June 30, 2026 historical unaudited condensed financial statements, nor reflected in the December 31, 2025 historical audited financial statements. Non-recurring transaction costs totaling $28,506,000 were incurred and paid by CEPT. The adjustment reflects CEPT’s non-recurring transaction costs as if they were incurred on January 1, 2025, the date the Business Combination occurred for purposes of the unaudited pro forma condensed combined statement of operations. As of June 30, 2026, CEPT recorded $2,904,526 of the transaction costs, therefore the adjustment reflects the recognition of the remaining $25,601,474. The transaction costs incurred and paid by Securitize are recorded as a reduction in proceeds and therefore are excluded from this adjustment.

CC. Reflects elimination of $6,390,414 and $3,374,490 for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively, in interest expense incurred from Securitize’s convertible notes converted upon the completion of the Business Combination.

DD.    Reflects elimination of the changes in fair values of the bifurcated derivatives related to the convertible notes, the option liability, and the simple agreements for future equity (“SAFEs”) converted upon the completion of the Business Combination. The adjustment reflects the elimination of a $19,842,000 gain and

a $11,719,000 loss related to the embedded derivatives, a $29,176,000 and $6,431,000 loss related to the option liability and a $5,678,000 and $4,735,000 loss related to the SAFEs for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively. The adjustment also reflects elimination of a $67,231,335 loss for the six months ended June 30, 2026 and the elimination of a $4,608,560 loss for the year ended December 31, 2025 related to the change in fair value of CEPT’s forward sale securities liability.

EE. Reflects elimination of the expenses incurred by the CEPT under the Administrative Services Agreement with the Sponsor as well as compensation to the independent directors of CEPT for their services prior to the completion of the Business Combination at the amounts recognized of $60,000 and $79,677 during the six months ended June 30, 2026 and during the year ended December 31, 2025, respectively.

FF. Represents the change in share based compensation expense of $2,901,050 and $15,126,948 for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively, in connection with the Securitize stock options and Securitize warrants being assumed by PubCo post Business Combination and becoming an option and warrant to purchase shares of PubCo Common Stock.

GG.    Reflects elimination of the interest income recognized of $145,111 during the year ended December 31, 2025, related to the note receivable from Securitize to Carlos Domingo, co-founder and CEO. The loan was repaid in full during the year ended December 31, 2025.

HH. Reflects the elimination of the realized gain of $293,311 and $138,047 for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively, and the elimination of an associated $155,264 reclassification adjustment to other comprehensive income for the six months ended June 30, 2026.

Note 5.    Net Loss from Continuing Operations per Share

Net loss from continuing operations per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination. As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss from continuing operations per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented.

			For the Six Months Ended June 30, 2026(1)						For the Year Ended December 31, 2025(1)
Numerator:
Net loss from continuing operations			$	(16,245,985)					$	(55,739,859)
Deemed dividend to preferred stockholders			—						(1,493,539)
Net loss from continuing operations attributable to common stockholders - basic and diluted			$	(16,245,985)					$	(57,233,398)
Denominator:
Weighted average shares outstanding - basic and diluted			161,465,685						161,465,685
Net loss from continuing operations per share:
Basic and diluted			$	(0.10)					$	(0.35)
Potentially dilutive securities(2):
Securitize Earnout Shares			6,250,000						6,250,000
Sponsor Earnout Shares			1,800,000						1,800,000
Assumed Warrants			3,711,653						3,711,653
PubCo Common Stock issuable upon exercise of the Assumed Options			10,142,167						10,142,167
(1) Pro forma net income (loss) from continuing operations per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.”
(2) The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss from continuing operations per share, basic and diluted, because their effect would have been anti-dilutive and/or issuance or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 1.1 MB
• EX-99.2 EX-99.2 348.0 KB
• EX-99.3 EX-99.3 579.7 KB
• EX-99.4 EX-99.4 465.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB