Securitize Corp (NYSE: SECZ) completes CEPT merger and $197M PIPE financing
Securitize Corp. has completed its business combination with Cantor Equity Partners II, Inc. (CEPT), creating a new publicly traded parent company listed on the NYSE under the ticker SECZ. The deal is accounted for as a reverse recapitalization, with Securitize treated as the accounting acquirer.
At closing, holders of 6,842,508 CEPT Class A shares, about 28.5% of those with redemption rights, redeemed at roughly $10.60 per share, for an aggregate $72.5 million. Concurrently, PIPE investors purchased 19,735,000 CEPT Class A shares at $10.00 per share, adding about $197.4 million of gross proceeds to the structure.
Each CEPT ordinary share converted into one share of PubCo common stock, while each Securitize common share converted into approximately 4.44 PubCo shares. After the transaction, PubCo had 163,218,683 common shares outstanding, with Securitize preferred securityholders holding about 45.5%, Securitize common securityholders 27.9%, PIPE investors 12.1%, public shareholders 10.5%, and the sponsor 4.0%.
Positive
- None.
Negative
- None.
Insights
De-SPAC closes with sizable PIPE and redemptions, neutral overall impact.
The combination of Securitize with CEPT creates a NYSE-listed parent (SECZ) via a reverse recapitalization, so Securitize’s business effectively becomes the ongoing public company. CEPT’s net assets roll in at historical cost, with no new goodwill recorded.
Redemptions were meaningful but not extreme: 6,842,508 CEPT Class A shares, about 28.5% of those with redemption rights, were redeemed for roughly $72.5 million. This was more than offset by a $197.4 million PIPE at $10.00 per share, strengthening the combined company’s cash position.
Post-closing, 45.5% of the 163,218,683 outstanding shares are held by former Securitize preferred holders, with additional ownership in common holders and the sponsor. Earnout structures for Securitize stockholders (6,250,000 shares) and the sponsor (1,800,000 shares) tied to future VWAP price thresholds add contingent dilution whose effect will depend on future trading performance.
8-K Event Classification
Key Figures
Key Terms
reverse recapitalization financial
PIPE Shares financial
Simple Agreements for Future Equity financial
earnout liability financial
forward sale securities liability financial
Omnibus Incentive Plan financial
FAQ
What transaction did Securitize Corp. (SECZ) complete with CEPT?
How many Securitize Corp. (SECZ) shares are outstanding after the merger?
What were the CEPT shareholder redemptions in the Securitize Corp. (SECZ) deal?
How much capital did the PIPE financing raise for Securitize Corp. (SECZ)?
What exchange ratio did Securitize shareholders receive in the SECZ merger?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On July 1, 2026 (the “Closing Date”), Cantor Equity Partners II, Inc. (“CEPT”), Securitize, Inc. (“Securitize”), Securitize Holdings, Inc. (“PubCo”), Pinecrest Merger Sub, a wholly owned subsidiary of PubCo (“CEPT Merger Sub”) and Senna Merger Sub, Inc., a wholly owned subsidiary of CEPT (“Securitize Merger Sub”) consummated the transactions contemplated by the Business Combination Agreement among them, dated October 27, 2025 (the “Merger Agreement”), 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 (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, PubCo changed its name to Securitize Corp.
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 (“CEPT Class A Ordinary 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 $72,512,934.28.
At the effective time of the Merger (the “Effective Time”), each share of CEPT Class A Ordinary Share and each share of CEPT Class B ordinary share, par value $.0001 per share (“CEPT Class B Ordinary Share” and together with CEPT Class A Ordinary Share, “CEPT Ordinary Share”), was converted into and exchanged for one share of PubCo’s common stock, par value $0.0001 per share (“PubCo Common Stock”). Additionally, immediately prior to the Effective Time, (i) each share of Securitize preferred stock, par value $0.0001 (“Securitize Preferred Stock”) that is issued and outstanding as of such time will be automatically converted into one share of Securitize Common Stock (the “Preferred Stock Conversion”), and (ii) each share of Securitize common stock, par value $0.0001 (“Securitize Common Stock”) was converted into and exchanged for approximately 4.4439 shares (the “Exchange Ratio”) of PubCo Common Stock (the “Per Share Merger Consideration”). No fractional shares of PubCo Common Stock were issued upon the exchange of PubCo Common Stock. Any stockholder’s fractional shares were rounded down to the nearest whole share of PubCo Common Stock, and no cash settlements were made with respect to fractional shares eliminated by such rounding.
At the Effective Time, any shares of Securitize Common Stock held in the treasury of Securitize were canceled without any conversion thereof and no payment or distribution was made with respect thereto.
Each option to purchase Securitize Common Stock that was issued and outstanding immediately prior to the Effective Time (each, a “Securitize Option” and collectively, the “Securitize Options”), whether vested or unvested, was converted into an option to purchase a number of shares of PubCo Common Stock (such option, an “Exchanged Option”) equal to the product of (a) the number of shares of Securitize Common Stock subject to such Securitize Option immediately prior to the Effective Time and (b) the Exchange Ratio (rounded down to the nearest whole cent), at an exercise price per share equal to (i) the exercise price per share of Securitize Common Stock subject to such Securitize Option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. Except as specifically provided in the Merger Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions as were applicable to the corresponding former Securitize Option immediately prior to the Effective Time.
1
Each warrant to purchase Securitize Preferred Stock issued by Securitize pursuant to certain Warrant to Purchase Shares of Preferred Stock, dated March 6, 2025, by and between J Digital 6 LLC and Securitize (each, a “Securitize Warrant” and collectively, the “Securitize Warrants”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, was assumed by PubCo and became a warrant to purchase shares of PubCo Common Stock (such warrant, an “Exchanged Warrant”) equal to the product of (a) the number of shares of Securitize Common Stock subject to such Securitize Warrant immediately prior to the Effective Time and (b) the Exchange Ratio (rounded down to the nearest whole cent), at an exercise price per share equal to (i) the exercise price per share of Securitize Common Stock subject to such Securitize Warrant immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. Except as specifically provided in the Merger Agreement, following the Effective Time, each Exchanged Warrant will continue to be governed by the same terms and conditions as were applicable to the corresponding former Securitize Warrant immediately prior to the Effective Time.
Each convertible promissory note issued by Securitize and outstanding immediately prior to the Effective Time was converted into a number of shares of Securitize Common Stock calculated in accordance with the terms and conditions of the applicable promissory note, following which such shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Effective Time for purposes of receiving the Per Share Merger Consideration as described above.
Each issued and outstanding Simple Agreements for Future Equity instruments executed by Securitize and certain investors (the “Securitize SAFE Note”) was, subject to the terms and conditions of such Securitize SAFE Note, converted into a number of shares of Securitize Common Stock equal to the exchange ratio determined in accordance with the applicable Securitize SAFE Note, following which such shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Effective Time for purposes of receiving the Per Share Merger Consideration as described above.
Descriptions of the Business Combination and the Merger Agreement are included in the definitive proxy statement/prospectus, dated June 5, 2026 (the “Proxy Statement/Prospectus”), filed by PubCo with the Securities and Exchange Commission (the “SEC”) in the section titled “Proposal No. 1—The Business Combination Proposal” beginning on page 125 of the Proxy Statement/Prospectus. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
On the Closing Date, a number of purchasers (each, a “Subscriber”) purchased from CEPT an aggregate of 19,735,000 shares of CEPT Class A Ordinary Share (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of approximately $197.4 million, pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into concurrently with the Merger Agreement, effective as of October 27, 2025. Pursuant to the Subscription Agreements, PubCo gave certain registration rights to the Subscribers with respect to the PIPE Shares.
Descriptions of the Subscription Agreements are included in the Proxy Statement/Prospectus in the sections titled “The Business Combination— Other Transaction Agreements —PIPE Subscription Agreements” beginning on page 122 of the Proxy Statement/Prospectus. The foregoing descriptions of the Subscription Agreements are summaries only and are qualified in their entirety by the full text of the Form of Subscription Agreement, copy of which is attached hereto as Exhibits 10.1, and is incorporated herein by reference.
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As of the Closing Date and following the completion of the Business Combination, PubCo had the following outstanding securities:
| ● | 163,218,683 shares of PubCo Common Stock; |
| ● | 835,216 Exchanged Warrants, each exercisable for a number of PubCo Common Stock based on the Exchange Ratio for a total of 3,711,653 PubCo Common Stock; and | |
| ● | 3,681,510 shares of PubCo Common Stock issuable upon exercise of Exchanged Options and restricted stock units denominated in Securitize Common Stock that were exchanged for restricted stock units denominated in PubCo Common Stock. |
Item 1.01 Entry into a Material Definitive Agreement.
Lock-Up Agreements
In connection with the Business Combination, Securitize and certain stockholders of Securitize (the “Lock-Up Parties”) entered into lock-up agreements (each, a “Lock-Up Agreement”). The terms of the Lock-Up Agreement are described in the Proxy Statement/Prospectus in the section titled “The Business Combination— Other Transaction Agreements —Lock-Up Agreements” beginning on page 123 of the Proxy Statement/Prospectus. Holders of Securitize Common Stock representing approximately 38.2% of the total outstanding shares of PubCo Common Stock as of July 7, 2026 are subject to a Lock-Up Agreement. Holders of 35.2% of outstanding shares would need to execute Lock-Up Agreements to receive the PubCo Common Stock as merger consideration.
On July 8, 2026, PubCo and Cantor EP Holdings II, LLC (the “Sponsor”) entered into a addendum to the Lock-Up Agreements to clarify that the restrictions do not apply to shares of PubCo Common Stock held by Lock-Up Parties as a result of them purchasing CEPT Class A Ordinary Shares in the open market or in the PIPE financing prior to the Effective Time whereby such shares were exchanged for shares of PubCo Common Stock. The terms of the Lock-Up Agreements otherwise remain unchanged and continue to apply in full force and effect.
The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Amended and Restated Registration Rights Agreement
On the Closing Date, PubCo, CEPT, certain persons and entities receiving shares of PubCo Common Stock pursuant to the Merger Agreement and the Sponsor entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”). The terms of the Registration Rights Agreement are described in the Proxy Statement/Prospectus in the section titled “The Business Combination— Other Transaction Agreements —Amended and Restated Registration Rights Agreement” beginning on page 122 of the Proxy Statement/Prospectus. Following the Closing, holders of approximately 126 million shares of Common Stock will be entitled to certain registration rights.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Indemnification Agreements
On the Closing Date, PubCo entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require PubCo to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of PubCo’s directors or executive officers or any other company or enterprise to which the person provides services at PubCo’s request.
The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Item 2.01 Completion of Acquisition of Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated herein by reference.
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FORM 10 INFORMATION
Item 2.01(f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as CEPT was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, PubCo, as the successor registrant to CEPT, is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
PubCo makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. Forward-looking statements include, but are not limited to, statements regarding PubCo and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts, including statements about the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
When used in this Current Report on Form 8-K, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing PubCo’s views as of any subsequent date, and PubCo does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the actual results or performance of PubCo may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | failure to realize the anticipated benefits of the Business Combination; |
| ● | the failure of PubCo to maintain the listing of its securities on any securities exchange after the Closing; |
| ● | costs related to the Business Combination and as a result of PubCo becoming a public company; |
| ● | changes in business, market, financial, political and regulatory conditions; |
| ● | risks relating to PubCo’s anticipated operations and business, including the highly volatile nature of the price of the industry in which PubCo operates; |
| ● | risks related to increased competition in the industries in which PubCo will operate; |
| ● | risks that after the Closing, PubCo experiences difficulties managing its growth and expanding operations; |
| ● | challenges in implementing PubCo’s business plan, due to operational challenges, significant competition and regulation; |
| ● | the outcome of any potential legal proceedings that may be instituted against PubCo, and |
| ● | other risks and uncertainties described in this Current Report on Form 8-K, including those under the section entitled “Risk Factors.” |
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Business and Properties
The business and properties of CEPT and Securitize prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections titled “Information About CEPT” and “Business of Securitize” beginning on pages 177 and 199, respectively, of the Proxy Statement/Prospectus, and such descriptions are incorporated herein by reference.
PubCo’s investor relations website is located at https://securitize.io/about-us/investor-relations. PubCo uses its investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor PubCo’s investor relations website, in addition to following press releases, SEC filings and public conference calls and webcasts. PubCo will also make available, free of charge, on its investor relations website under “SEC Filings,” its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.
Risk Factors
The risks associated with PubCo’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 33 of the Proxy Statement/Prospectus, and such description is incorporated herein by reference.
Selected Historical Financial Information
The selected historical consolidated and financial information and other data for the three months ended March 31, 2026 and 2025 and the years ended December 31, 2025 and 2024 for Securitize are included in the section titled “Summary Historical Financial Information of Securitize” beginning on page 27 of the Proxy Statement/Prospectus and are incorporated herein by reference.
Unaudited Consolidated Financial Statements
The unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025 of Securitize have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC and are included in the Proxy Statement/Prospectus beginning on page F-47 of the Proxy Statement/Prospectus, and such financial statements are incorporated herein by reference.
These unaudited consolidated financial statements should be read in conjunction with the historical audited financial statements of Securitize as of and for the years ended December 31, 2025 and 2024 and the related notes included in the Proxy Statement/Prospectus beginning on page F-77 of the Proxy Statement/Prospectus, which are incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 is included as Exhibit 99.1 hereto and are incorporated herein by reference
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize is included in the Proxy Statement/Prospectus in the section titled “Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 212 of the Proxy Statement/Prospectus and is incorporated herein by reference.
5
Directors and Executive Officers
Information, including biographical information, with respect to PubCo’s directors and executive officers after the Closing is included in the Proxy Statement/Prospectus in the section titled “Management after the Business Combination” beginning on page 239 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Executive Compensation
Information with respect to the historical compensation of PubCo’s executive officers is included in the Proxy Statement/Prospectus in the section titled “Executive Compensation” beginning on page 245 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Non-Employee Director Compensation
Information with respect to the historical compensation of the non-employee members of PubCo’s board of directors (the “Board”) is included in the Proxy Statement/Prospectus in the section titled “Executive Compensation—Compensation of our Directors” beginning on page 249 of the Proxy Statement/Prospectus, which is incorporated herein by reference
Committees of the Board
Effective as of as of the Effective Time, the standing committees of the Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee (collectively, the “Board Committees”). Each of the Board Committees reports to the Board. Additionally, information with respect to the Board Committees is included in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination— Committees of the Board of Directors” beginning on page 242 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of shares of PubCo Common Stock as of the Closing Date, by:
| ● | each person known by PubCo to be the beneficial owner of more than 5% of PubCo Common Stock; | |
| ● | each of PubCo’s named executive officers and directors; and | |
| ● | all of PubCo’s executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, PubCo believes that all persons named in the table have sole voting and investment power with respect to all shares of PubCo’s common stock beneficially owned by them. The beneficial ownership percentages set forth in the table below are based upon approximately 163,218,683 shares of PubCo Common Stock issued and outstanding as of the Closing Date.
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| Name and Address of Beneficial Owner | Number of Shares of PubCo Common Stock | Percentage of PubCo Common Stock Outstanding | ||||||
| Directors and Officers(1) | ||||||||
| Carlos Domingo(2) | 9,016,960 | 5.4 | % | |||||
| Francisco Flores | 261,081 | * | ||||||
| Billy Miller | 225,530 | * | ||||||
| Brett Redfearn | 222,197 | * | ||||||
| Tal Elyashiv | — | — | ||||||
| Rebecca Macieria-Kaufmann | — | — | ||||||
| Sunil Sabharwal | — | — | ||||||
| Manuel Sanchez Rodriguez | — | — | ||||||
| Brad Stephens(3) | 9,831,423 | 6.0 | % | |||||
| All directors and executive officers of PubCo as a group post-Business Combination (9 individuals) | 19,557,191 | 11.7 | % | |||||
| Other 5% Shareholders | ||||||||
| Blockchain Capital(4) | 9,831,423 | 6.0 | % | |||||
| Hanwha(5) | 15,689,509 | 9.6 | % | |||||
| * | Less than one percent. |
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o 78 SW 7th Street, Suite 500, Miami, FL 33130. |
| (2) | Consists of: (a) 88,878 shares of common stock held by Domingo Dynasty LLC (the “Domingo Trust”), (b) 88,878 shares of common stock held by CD Dynasty LLC (the “CD Trust”), (c) 888,879 shares of common stock held by AD Dynasty LLC (the “AD Trust”), (d) 88,878 shares of common stock held by MD Dynasty LLC (the “MD Trust”) and (e) 88,878 shares of common stock held by OD Dynasty LLC (the “OD Trust” and collectively with the Domingo Trust, CD Trust, AD Trust and MD Trust, the “Trusts”). The investment manager of each of the Trusts is Carlos Domingo and the administrative manager of each of the Trusts is Luis Duran. Carlos Domingo has sole voting power with respect to the securities held by the Trusts. |
| (3) | Consists of shares held by entities affiliated with Blockchain Capital identified in footnote (4) below. |
| (4) | Consists of: (a) 1,613,818 shares of common stock held by Blockchain Capital III Digital Liquid Venture Fund, LP, (b) 6,848,022 shares of common stock held by Blockchain Capital IV, LP and (c) 1,369,583 shares of common stock held by Blockchain Capital Parallel IV, LP (Blockchain Capital III Digital Liquid Venture Fund, LP, Blockchain Capital IV, LP and Blockchain Capital Parallel IV, LP, collectively the “Blockchain Capital Funds”). The general partner of each of the Blockchain Capital Funds is BC III DLVF GP, LLC or Blockchain Capital IV GP, LLC, as applicable (the “Blockchain GP Entities”). The managing member of each Blockchain GP Entity is Blockchain Capital, LLC. Blockchain Capital, LLC is jointly managed by Brad Stephens and P. Bartlett Stephens, who share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds. Accordingly, Messrs. Stephens may be deemed to have indirect voting and dispositive power over the securities held by the Blockchain Capital Funds. Messrs. Stephens disclaim beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Blockchain Capital, LLC is 600 Montgomery St, Fl 35, San Francisco, CA, 94111. |
| (5) | Consists of: (a) 9,633,291 shares of common stock held by Hanwha Lifestyle Private Fund 2, (b) 5,056,218 shares of common stock held by H Foundation Pte. Ltd. (“H Foundation “) and (c) 1,000,000 shares of common stock held by Hanwha Investment & Securities Co., Ltd. (“Hanwha Investment & Securities”). Hanwha Asset Management Co., Ltd. (“Hanwha Asset Management”) is the investment manager of Hanwha Lifestyle Private Fund 2 and makes all substantive decisions with respect to the fund. Voting and dispositive decisions regarding such shares are made by Hanwha Asset Management through its applicable internal governance and approval procedures and, as a result, no individual member of Hanwha Asset Management’s board of directors, officer or employee, acting alone, has the ability to exercise voting or dispositive power regarding such shares. The membership of Hanwha Asset Management’s board of directors is subject to change from time to time. Each such individual disclaims beneficial ownership of such shares. The address for Hanwha Asset Management is 50, 63-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, (07345). Voting and dispositive decisions regarding such shares held by H Foundation are made by H Foundation’s board of directors upon a recommendation by management, acting by majority vote and, as a result, no individual member of H Foundation’s board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of H Foundation’s board of directors is subject to change from time to time. Each of the members of H Foundation’s board of directors disclaims beneficial ownership of such shares. The address for H Foundation is 111 Somerset Road #06-01H, 111 Somerset Singapore (233164). Voting and dispositive decisions regarding such shares held by Hanwha Investment & Securities are made by Hanwha Investment & Securities’ board of directors upon a recommendation by management, acting by majority vote and, as a result, no individual member of Hanwha Investment & Securities’ board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of Hanwha Investment & Securities’ board of directors is subject to change from time to time. Each of the members of Hanwha Investment & Securities’ board of directors disclaims beneficial ownership of such shares. The address for Hanwha Investment & Securities is 56, Yeoui-daero, Yeongdeungpo-gu, Seoul, Republic of Korea (07325). |
7
Certain Relationships and Related Business Combination
Certain relationships and related party transactions are described in the Proxy Statement/Prospectus in the sections titled “Certain CEPT Relationships and Related Party Transactions” and “Certain Securitize Relationships and Related Party Transactions” beginning on pages 254 and 258, respectively, of the Proxy Statement/Prospectus and such descriptions are incorporated herein by reference.
Legal Proceedings
Information about legal proceedings is set forth in the Proxy Statement/Prospectus in the section titled “Legal Proceedings” on page 211 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Information and Holders
CEPT Class A Ordinary Share and warrants were historically quoted on the Nasdaq Global Market (“Nasdaq”) under the symbols “CEPT.” On July 1, CEPT requested that Nasdaq suspend trading of CEPT Class A Ordinary Shares, effective July 1, 2026 and filed with the SEC a Form 25 to delist CEPT Class A Ordinary Shares. On July 2, PubCo Common Stocks started trading on the New York Stock Exchange (“NYSE”) under the trading symbol “SECZ.”
As of the Closing Date and following the completion of the Business Combination, PubCo had 163,218,683 shares of the PubCo Common Stock issued and outstanding held of record by 152 holders, and 835,216 Warrants outstanding held of record by 1 holder.
Dividends
PubCo has not paid dividends on the PubCo Common Stock to date. The payment of cash dividends in the future will be within the discretion of the Board and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant. It is the present intention of the Board to retain all earnings, if any, for use in PubCo’s business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
Information about recent sales of unregistered securities is set forth in the Proxy Statement/Prospectus in the section titled “Recent Sales of Unregistered Securities” on page 211 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Reference is also made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by PubCo of certain unregistered securities, which is incorporated herein by reference.
Description of PubCo’s Securities
PubCo Common Stock
A description of the PubCo Common Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Authorized and Outstanding Stock” beginning on page 260 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Preferred Stock
A description of PubCo’s Preferred Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Preferred Stock” beginning on page 261 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
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Indemnification of Directors and Officers
In connection with the Business Combination, PubCo entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide such directors and executive officers with contractual rights to indemnification and expense advancement.
The foregoing summary is qualified in its entirety by reference to the text of the form of Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Financial Statements and Supplementary Data
Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning PubCo’s consolidated financial statements and supplementary data.
Financial Statements and Exhibits
The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On July 2, CEPT Class A Ordinary Share ceased trading on Nasdaq.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in the “Introductory Note” above regarding the PIPE financing is incorporated herein by reference.
The securities issued in connection with the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders.
At the Special Meeting, the CEPT stockholders considered and approved, among other things, Proposal No. 3–The Organizational Documents Proposal (the “Charter Proposals”), which is described in greater detail in the Proxy Statement/Prospectus beginning on page 149 of the Proxy Statement/Prospectus.
The Amended and Restated Certificate of Incorporation of PubCo (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on July 1, 2026, includes the amendments proposed by the Charter Proposals.
A copy of the Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation upon the rights of holders of PubCo’s capital stock are included in the Proxy Statement/Prospectus under the section titled “Description of Securities” beginning on page 260 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 4.01 Changes in Registrant’s Certifying Accountant.
The information about the change in Securitize’s certifying accountant is included in the Proxy Statement/Prospectus in the section titled “Change in Securitize’s Certifying Accountant” beginning on page 267 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the section titled “Introductory Note” and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the completion of the Business Combination pursuant to the Merger Agreement, a change in control of CEPT has occurred, and the stockholders of CEPT as of immediately prior to the Closing held approximately 14.5% of the outstanding shares of PubCo Common Stock immediately following the Closing.
9
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the sections titled “Directors and Executive Officers” and “Certain Relationships and Related Transactions” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Omnibus Incentive Plan
Prior to the Closing, PubCo adopted the Omnibus Incentive Plan (the “Equity Incentive Plan”). The Equity Incentive Plan became effective immediately upon the Closing. A summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation—Narrative Disclosure to the Summary Compensation Table—Equity Incentive Plans and Outstanding Awards” beginning on page 246 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.5.
Employee Stock Purchase Plan
Prior to the Closing, PubCo adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective immediately upon the Closing. A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation—Narrative Disclosure to the Summary Compensation Table—Equity Incentive Plans and Outstanding Awards” beginning on page 246 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.6.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 1, 2026, the Board approved and adopted the Amended and Restated Bylaws of PubCo (the “Bylaws”), which became effective as of the Effective Time.
A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
The general effect of the Bylaws upon the rights of holders of PubCo’s capital stock is included in the Proxy Statement/Prospectus under the section titled “Description of Securities” beginning on page 260 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Business Combination, on July 1, 2026, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of PubCo. A copy of the Code of Business Conduct and Ethics can be found in the Investors section of PubCo’s website at https://securitize.io.
Item 9.01 Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Securitize as of and for the years ended December 31, 2025 and 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-77 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Securitize as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-47 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The audited consolidated financial statements of CEPT as of and for the years ended December 31, 2025 and 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-25 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of CEPT as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-2 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The unaudited financial statements of PubCo as of March 31, 2026 and for the three months ended March 31, 2026 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-131 of the Proxy Statement/Prospectus and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 is included as Exhibit 99.1 hereto and are incorporated herein by reference.
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(d) Exhibits.
| Exhibit | Incorporated by Reference | |||||||||
| Number | Description | Schedule/Form | File No. | Exhibit | Filing Date | |||||
| †2.1** | Business Combination Agreement, dated as of October 27, 2025, by and among Cantor Equity Partners II, Inc., Securitize, Inc., Securitize Holdings, Inc., Company Merger Sub and SPAC Merger Sub (included as Annex A to the joint proxy statement/prospectus which is part of this registration statement and incorporated herein by reference) | S-4/A | 333-293022 | 2.1 | 1/28/2026 | |||||
| 3.1 | Amended and Restated Certificate of Incorporation | |||||||||
| 3.2 | Amended and Restated Bylaws | |||||||||
| 10.1** | Form of Subscription Agreement by and among Cantor Equity Partners II, Inc., Securitize, Inc., Securitize Holdings, Inc. and the parties thereto | S-4/A | 333-293022 | 10.2 | 1/28/2026 | |||||
| 10.2** | Form of Lock-Up Agreement | S-4/A | 333-293022 | Annex G | 1/28/2026 | |||||
| 10.3** | Form of Amended and Restated Registration Rights Agreement by and among Securitize Holdings, Inc. and the parties thereto | S-4/A | 333-293022 | 10.1 | 1/28/2026 | |||||
| 10.4** | Form of Indemnification Agreement | S-4/A | 333-293022 | 10.6 | 4/13/2026 | |||||
| 10.5** | Securitize Holdings, Inc. Omnibus Incentive Plan | S-4/A | 333-293022 | 10.7 | 5/20/2026 | |||||
| 10.6** | Securitize Holdings, Inc. Employee Stock Purchase Plan | S-4/A | 333-293022 | 10.8 | 5/20/2026 | |||||
| ^#10.7** | Platform Services, Transfer Agent and Registrar Agreement, dated as of March 14, 2024, by and between Securitize LLC and BlackRock USD Institutional Digital Liquidity Fund Ltd. | S-4/A | 333-293022 | 10.9 | 4/13/2026 | |||||
| ^#10.8** | Addendum No. 1 to Platform Services, Transfer Agent and Registrar Agreement, dated as of March 14, 2024, by and between Securitize, LLC and BlackRock USD Institutional Digital Liquidity Fund Ltd. | S-4/A | 333-293022 | 10.10 | 4/13/2026 | |||||
| #10.9** | Addendum No. 2 to Platform Services, Transfer Agent and Registrar Agreement, dated July 3, 2024, by and between Securitize, LLC and BlackRock USD Institutional Digital Liquidity Fund Ltd. | S-4/A | 333-293022 | 10.11 | 4/13/2026 | |||||
| #10.10** | Addendum No. 3 to Platform Services, Transfer Agent and Registrar Agreement, dated January 13, 2025, by and between Securitize, LLC and BlackRock USD Institutional Digital Liquidity Fund Ltd. | S-4/A | 333-293022 | 10.12 | 4/13/2026 | |||||
| #10.11** | Addendum No. 4 to Platform Services, Transfer Agent and Registrar Agreement, dated September 22, 2025, by and between Securitize, LLC and BlackRock USD Institutional Digital Liquidity Fund Ltd. | S-4/A | 333-293022 | 10.13 | 4/13/2026 | |||||
| ^#10.12** | Placement Agreement, dated as of January 24, 2024, by and between Securitize Markets, LLC and BlackRock Financial Management, Inc. | S-4/A | 333-293022 | 10.14 | 4/13/2026 | |||||
| 10.13** | Amendment to Placement Agreement, dated as of October 1, 2024, by and between Securitize Markets, LLC and BlackRock Financial Management, Inc. | S-4/A | 333-293022 | 10.15 | 4/13/2026 | |||||
| #10.14** | Addendum No. 1 to Placement Agreement, dated as of September 19, 2025, by and between Securitize Markets, LLC and BlackRock Financial Management, Inc. | S-4/A | 333-293022 | 10.16 | 4/13/2026 | |||||
| 10.15** | Master Software as a Service Agreement, dated as of August 17, 2023, by and between Securitize, Inc. and Fireblocks, Inc. | S-4/A | 333-293022 | 10.17 | 5/20/2026 | |||||
| 16.1 | Letter from Wolf & Company, P.C. to the Securities and Exchange Commission dated January 28, 2026. | S-4/A | 333-293022 | 16.1 | 1/28/2026 | |||||
| 21.1 | List of Subsidiaries of Securitize Corp. | |||||||||
| 99.1 | Unaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 | |||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||
| † | Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
| ** | Previously filed. |
| ^ | Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
| # | Portions of this exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to Securitize, Inc. if publicly disclosed. |
11
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. | ||
| Dated: July 8, 2026 | ||
| By: | /s/ Carlos Domingo | |
| Name: | Carlos Domingo | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (“Form 8-K”) filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2026 and, if not defined in the Form 8-K, capitalized terms used but not defined in this Exhibit 99.1 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 CEPT and Securitize adjusted to give effect to the Business Combination, the PIPE investment and 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 March 31, 2026 assumes that the Business Combination and related transactions occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 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 three months ended March 31, 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 on page 193 and 212 in the Proxy Statement/Prospectus, respectively.
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 MARCH 31, 2026
| Securitize, Inc. | CEPT | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 14,459,817 | $ | 25,000 | $ | 188,137,250 | A | $ | 351,867,619 | |||||||||
| (72,512,934 | ) | C | ||||||||||||||||
| 250,760,355 | B | |||||||||||||||||
| (48,303,869 | ) | E | ||||||||||||||||
| 20,000,000 | K | |||||||||||||||||
| (1,036,653 | ) | O | ||||||||||||||||
| 338,652.7100 | O | |||||||||||||||||
| Digital assets from operations | 165,100 | — | — | 165,100 | ||||||||||||||
| Digital assets held for investment | 1,177,803 | — | — | 1,177,803 | ||||||||||||||
| Digital assets receivable | 2,059,917 | — | — | 2,059,917 | ||||||||||||||
| Customer escrow funds | 15,346,879 | — | — | 15,346,879 | ||||||||||||||
| Investments in available-for-sale marketable securities | 935,631 | — | — | 935,631 | ||||||||||||||
| Investments in tokenized assets | 11,156,182 | — | — | 11,156,182 | ||||||||||||||
| Accounts receivable, net | 10,458,771 | — | — | 10,458,771 | ||||||||||||||
| Accounts receivable, related parties | 433,409 | — | — | 433,409 | ||||||||||||||
| Contract assets | 10,891,564 | — | — | 10,891,564 | ||||||||||||||
| Deferred offering costs | 4,832,374 | — | (4,832,374 | ) | E | — | ||||||||||||
| Prepaid expenses and other current assets | 3,117,837 | 208,750 | (208,750 | ) | G | 3,117,837 | ||||||||||||
| Total current assets | 75,035,284 | 233,750 | 332,341,678 | 407,610,712 | ||||||||||||||
| Digital assets receivable, noncurrent | 1,619,919 | — | — | 1,619,919 | ||||||||||||||
| Contract assets, noncurrent | 2,927,648 | — | — | 2,927,648 | ||||||||||||||
| Notes receivable, related parties | 8,238,757 | — | — | 8,238,757 | ||||||||||||||
| Intangible assets, net | 20,033,715 | — | — | 20,033,715 | ||||||||||||||
| Goodwill | 26,365,270 | — | — | 26,365,270 | ||||||||||||||
| Other noncurrent assets | 872,986 | 12,497 | (12,473 | ) | G | 873,010 | ||||||||||||
| Available-for-sale debt securities held in Trust Account, at fair value (amortized cost $248,730,877) | — | 248,753,164 | (248,730,877 | ) | B | — | ||||||||||||
| (22,287 | ) | B | ||||||||||||||||
| 2,007,191 | B | |||||||||||||||||
| (2,007,191 | ) | B | ||||||||||||||||
| Total assets | $ | 135,093,579 | $ | 248,999,411 | $ | 83,576,041 | $ | 467,669,031 | ||||||||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 1,517,862 | $ | — | $ | — | $ | 1,517,862 | ||||||||||
| Notes payable, related party | — | 604,841 | (943,494 | ) | O | — | ||||||||||||
| 338,653 | O | |||||||||||||||||
| Interest payable | 6,180,032 | — | — | 6,180,032 | ||||||||||||||
| Accrued expenses and other current liabilities | 7,871,491 | 2,545,137 | (93,159 | ) | O | 3,927,518 | ||||||||||||
| (2,451,978 | ) | E | ||||||||||||||||
| (3,943,973 | ) | E | ||||||||||||||||
| Deferred revenue | 470,358 | — | — | 470,358 | ||||||||||||||
| Customer escrow funds payable | 15,341,786 | — | — | 15,341,786 | ||||||||||||||
| Total current liabilities | 31,381,529 | 3,149,978 | (7,093,951 | ) | 27,437,556 | |||||||||||||
| Deferred revenue, noncurrent | 1,032,301 | — | — | 1,032,301 | ||||||||||||||
| Simple agreements for future equity | 11,817,000 | — | (11,817,000 | ) | D | — | ||||||||||||
| Convertible promissory notes payable, net | 73,773,844 | — | (73,773,844 | ) | D | — | ||||||||||||
| Derivative liability | 28,171,000 | — | (28,171,000 | ) | D | — | ||||||||||||
| Option liability | 11,300,000 | — | (11,300,000 | ) | K | — | ||||||||||||
| Deferred tax liability | 306,642 | — | — | 306,642 | ||||||||||||||
| Forward sale securities liability | — | 2,983,500 | (2,983,500 | ) | A | — | ||||||||||||
| Earnout liability | — | — | 63,248,000 | H | 63,248,000 | |||||||||||||
| Sponsor earnout liability | — | — | 19,679,829 | I | 19,679,829 | |||||||||||||
| Total liabilities | $ | 157,782,316 | $ | 6,133,478 | $ | (52,211,466 | ) | $ | 111,704,328 | |||||||||
| Mezzanine equity: | ||||||||||||||||||
| J Digital 6 warrants | $ | 1,169,721 | $ | — | $ | — | $ | 1,169,721 | ||||||||||
| Series Option redeemable convertible preferred stock | — | — | 31,300,000 | K | — | |||||||||||||
| (31,300,000 | ) | D | ||||||||||||||||
| Series B-4 redeemable convertible preferred stock | 42,348,900 | — | (42,348,900 | ) | D | — | ||||||||||||
| Series B-3 redeemable convertible preferred stock | 21,969,898 | — | (21,969,898 | ) | D | — | ||||||||||||
| Series B-2 redeemable convertible preferred stock | 24,387,798 | — | (24,387,798 | ) | D | — | ||||||||||||
| Series B-1 redeemable convertible preferred stock | 21,407,747 | — | (21,407,747 | ) | D | — | ||||||||||||
| Series A redeemable convertible preferred stock | 14,700,686 | — | (14,700,686 | ) | D | — | ||||||||||||
| Class A ordinary shares subject to possible redemption | — | 252,353,188 | (3,600,000 | ) | F | — | ||||||||||||
| (179,301,732 | ) | L | ||||||||||||||||
| (69,451,456 | ) | C | ||||||||||||||||
| Total Mezzanine Equity | $ | 125,984,750 | $ | 252,353,188 | $ | (377,168,217 | ) | $ | 1,169,721 | |||||||||
| Stockholders’ deficit: | ||||||||||||||||||
| Common stock, $0.0001 par value | $ | 870 | $ | — | $ | 1,759 | D | $ | — | |||||||||
| (2,629 | ) | J | ||||||||||||||||
| Class A Common stock, $0.0001 par value | 33 | — | (33 | ) | J | — | ||||||||||||
| Treasury stock, 150,000 shares at cost | (1,599,978 | ) | — | 1,599,978 | J | — | ||||||||||||
| Class A ordinary shares, $0.0001 par value | — | 58 | 1,973 | A | — | |||||||||||||
| 1,716 | L | |||||||||||||||||
| (3,747 | ) | N | ||||||||||||||||
| Class B ordinary shares, $0.0001 par value | — | 600 | (600 | ) | N | — | ||||||||||||
| PubCo Common stock, $0.0001 par value | — | — | 11,975 | J | 16,322 | |||||||||||||
| 4,347 | N | |||||||||||||||||
| Additional paid-in capital | 25,216,810 | — | 269,875,114 | D | 528,214,149 | |||||||||||||
| (20,050,841 | ) | E | ||||||||||||||||
| (30,869,375 | ) | M | ||||||||||||||||
| (63,248,000 | ) | H | ||||||||||||||||
| (19,679,829 | ) | I | ||||||||||||||||
| (465,023 | ) | J | ||||||||||||||||
| 179,300,016 | L | |||||||||||||||||
| 188,135,277 | A | |||||||||||||||||
| Accumulated deficit | (173,435,490 | ) | (9,510,200 | ) | 30,869,375 | M | (173,435,489 | ) | ||||||||||
| (26,689,451 | ) | E | ||||||||||||||||
| 2,983,500 | A | |||||||||||||||||
| 3,600,000 | F | |||||||||||||||||
| (221,223 | ) | G | ||||||||||||||||
| 22,287 | B | |||||||||||||||||
| 2,007,191 | B | |||||||||||||||||
| Accumulated other comprehensive income | 1,144,268 | 22,287 | (22,287 | ) | B | — | ||||||||||||
| (1,144,268 | ) | J | ||||||||||||||||
| Total stockholders’ deficit | $ | (148,673,487 | ) | $ | (9,487,255 | ) | $ | 512,955,724 | $ | 354,794,982 | ||||||||
| Total liabilities, mezzanine equity and stockholders’ deficit | $ | 135,093,579 | $ | 248,999,411 | $ | 83,576,041 | $ | 467,669,031 | ||||||||||
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| Securitize, Inc. | CEPT | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| Revenue | $ | 19,478,466 | $ | — | $ | — | $ | 19,478,466 | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 4,469,890 | — | — | 4,469,890 | ||||||||||||||
| Selling, general & administrative | 7,738,093 | 1,450,221 | 1,595,469 | FF | 10,783,783 | |||||||||||||
| Compensation and benefits | 9,100,598 | — | — | 9,100,598 | ||||||||||||||
| Provision for expected credit losses | 285,453 | — | — | 285,453 | ||||||||||||||
| Administrative expenses - related party | — | 30,000 | (30,000 | ) | EE | — | ||||||||||||
| Loss on digital assets from operations, net | 286,592 | — | — | 286,592 | ||||||||||||||
| Total operating costs and expenses | 21,880,626 | 1,480,221 | 1,565,469 | 24,926,316 | ||||||||||||||
| Loss from operations | (2,402,160 | ) | (1,480,221 | ) | (1,565,469 | ) | (5,447,850 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest expense | (2,268,575 | ) | — | 2,268,575 | CC | — | ||||||||||||
| Interest income | 237,114 | — | — | 237,114 | ||||||||||||||
| Interest income on investments held in Trust Account | — | 2,251,571 | (2,251,571 | ) | AA | — | ||||||||||||
| Change in fair value of forward sale securities | — | 1,625,060 | (1,625,060 | ) | DD | — | ||||||||||||
| Dividend income | 153,452 | — | — | 153,452 | ||||||||||||||
| Loss on digital assets held for investments, net | (920,467 | ) | — | — | (920,467 | ) | ||||||||||||
| Other income, net | 589,992 | — | — | 589,992 | ||||||||||||||
| Change in fair value of simple agreements for future equity | (1,368,000 | ) | — | 1,368,000 | DD | — | ||||||||||||
| Change in fair value of derivative liability | (2,001,000 | ) | — | 2,001,000 | DD | — | ||||||||||||
| Change in fair value of option liability | 90,000 | — | (90,000 | ) | DD | — | ||||||||||||
| Realized gain on sale of available-for-sale debt securities | — | — | 22,287 | HH | — | |||||||||||||
| (22,287 | ) | HH | ||||||||||||||||
| Total other income (expense), net | (5,487,484 | ) | 3,876,631 | 1,670,944 | 60,091 | |||||||||||||
| Net income (loss) from continuing operations before income taxes | (7,889,644 | ) | 2,396,410 | 105,475 | (5,387,759 | ) | ||||||||||||
| Provision for income taxes | (43,008 | ) | — | — | (43,008 | ) | ||||||||||||
| Income (loss) from continuing operations, net of tax | (7,932,652 | ) | 2,396,410 | 105,475 | (5,430,767 | ) | ||||||||||||
| Net income (loss) | (7,932,652 | ) | 2,396,410 | 105,475 | (5,430,767 | ) | ||||||||||||
| Net income (loss) from continuing operations attributable to common stockholders | $ | (7,932,652 | ) | $ | 2,396,410 | $ | 105,475 | $ | (5,430,767 | ) | ||||||||
| Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted | $ | (0.88 | ) | |||||||||||||||
| Weighted average common stock and Class A common stock shares outstanding - basic and diluted | 8,997,924 | |||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||
| Class A - Public shares | 24,000,000 | |||||||||||||||||
| Class A - Private placement | 580,000 | |||||||||||||||||
| Class B - Ordinary shares | 6,000,000 | |||||||||||||||||
| Basic and diluted net loss per share | ||||||||||||||||||
| Class A - Public shares | $ | 0.08 | ||||||||||||||||
| Class A - Private placement | $ | 0.08 | ||||||||||||||||
| Class B - Ordinary shares | $ | 0.08 | ||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 161,418,683 | |||||||||||||||||
| Net loss from continuing operations per share - basic and Diluted | $ | (0.03 | ) | |||||||||||||||
| Other comprehensive income: | ||||||||||||||||||
| Foreign currency translation adjustment | 49,886 | — | — | 49,886 | ||||||||||||||
| Change in unrealized depreciation of available-for-sale debt securities | — | (115,760 | ) | 115,760 | HH | — | ||||||||||||
| Total other comprehensive income (loss) | 49,886 | (115,760 | ) | 115,760 | 49,886 | |||||||||||||
| Comprehensive income (loss) | $ | (7,882,766 | ) | $ | 2,280,650 | $ | 221,235 | $ | (5,380,881 | ) | ||||||||
3
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 | 15,933,068 | FF | 38,232,331 | |||||||||||||
| Compensation and benefits | 37,176,194 | — | — | 37,176,194 | ||||||||||||||
| Acquisition related transaction costs | — | — | 26,689,451 | BB | 26,689,451 | |||||||||||||
| 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 | 42,542,842 | 121,081,196 | ||||||||||||||
| Loss from operations | (14,532,960 | ) | (1,853,254 | ) | (42,542,842 | ) | (58,929,056 | ) | ||||||||||
| 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 | |||||||||||||
| Net income (loss) from continuing operations before income taxes | (42,043,613 | ) | 17,516 | (15,283,309 | ) | (57,309,406 | ) | |||||||||||
| Provision for income taxes | (324,550 | ) | — | — | (324,550 | ) | ||||||||||||
| Income (loss) from continuing operations, net of tax | $ | (42,368,163 | ) | $ | 17,516 | $ | (15,283,309 | ) | $ | (57,633,956 | ) | |||||||
| Net income (loss) | (42,368,163 | ) | 17,516 | (15,283,309 | ) | (57,633,956 | ) | |||||||||||
| 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 | $ | (15,283,309 | ) | $ | (59,127,495 | ) | |||||||
| 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 | $ | — | ||||||||||||||||
| Class A - Private placement | $ | — | ||||||||||||||||
| Class B - Ordinary shares | $ | — | ||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 161,418,683 | |||||||||||||||||
| Net loss from continuing operations per share - basic and diluted | $ | (0.37 | ) | |||||||||||||||
| 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 | $ | (15,421,356 | ) | $ | (57,006,554 | ) | |||||||
4
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 being converted into shares of PubCo Common Stock in the Securitize Merger, such number of shares of 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 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 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 19,735,000 shares of CEPT Class A Ordinary Shares for a purchase price of $10.00 per share and an aggregate purchase price of approximately $197,350,000, 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.
5
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) | 74,263,435 | 45.5 | % | |||||
| PIPE Investors | 19,735,000 | 12.1 | % | |||||
| Pro forma outstanding shares at March 31, 2026 | 163,218,683 | 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 74,263,435 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 March 31, 2026 assumes that the Business Combination and related transactions occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 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.
6
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 March 31, 2026 are as follows:
| A. | Represents the issuance of 19,735,000 CEPT Class A ordinary shares for $10.00 per share, for total proceeds of $188,137,250, 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 March 31, 2026 Balance Sheet as a Forward sale securities liability of $2,983,500, which was settled through accumulated deficit upon the issuance of the 19,735,000 CEPT Class A ordinary shares. |
| B. | Represents the reclassification of the available-for-sale debt securities remaining in the Trust Account upon the closing of the Merger to Cash and cash equivalents. The $250,760,355 balance reflects the trust’s carrying value inclusive of $2,162,454 of additional interest income accrued in the trust and $155,264 in realized losses. Also included is the reclassification of CEPT’s $22,287 accumulated other comprehensive income — representing the cumulative unrealized appreciation on the available-for-sale debt securities — to accumulated deficit. |
7
| C. | 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). The redemption reduced Class A ordinary shares subject to possible redemption by $69,451,456, and recognized $3,061,478 in interest expense on the Class A ordinary shares. |
| D. | Represents the conversion of $11,817,000 of simple agreements for future equity, $101,944,844 of Securitize convertible notes and related derivative liability, $31,300,000 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 K for the exercise of the NHTV Sierra Holdings LLC Option into Series Option preferred stock. |
| E. | Represents transaction costs of CEPT and Securitize in connection with the Business Combination. CEPT’s transaction costs of $29,390,982 include advisory, printing, legal, and accounting fees. Out of the total CEPT transaction costs, $2,701,531 of transaction costs have been incurred, consisting of $2,451,978 of transaction costs accrued and $249,553 paid by CEPT as of March 31, 2026. Therefore, the remaining $29,141,429 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, $4,832,374 of transaction costs have been incurred and recorded as deferred offering costs, consisting of $3,943,973 of transaction costs accrued and $754,496 paid by Securitize as of March 31, 2026. Therefore, out of the remaining $19,296,345 transaction costs, $19,162,440 were paid in cash upon the closing of the Business Combination and $133,905 remainded 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 was recorded as an expense.
| F. | Reflects the reversal of the $3,600,000 accrual (the $0.15 per share Sponsor-funded amount previously recorded on all 24,000,000 public shares). |
| G. | To derecognize CEPT prepaid insurance and prepaid Nasdaq fee of $157,473 and $63,750, respectively, upon the Closing. |
| H. | 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.
8
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 H 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.
| I. | 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 I 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.
| J. | 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 $33, Securitize accumulated other comprehensive income of $1,144,268, 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. |
| K. | Represents the exercise of the NHTV Sierra Holdings LLC Option (“NHTV Option”) upon the Closing of the Business Combination for proceeds of $20,000,000 and a release of option liability of $11,300,000. The NHTV Option was exercised into Securitize Option Preferred Stock, which per the NHTV Option agreement 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. |
| L. | Represents the reclassification of 17,157,492 Class A CEPT redeemable shares to non-redeemable shares immediately prior to the Closing, totaling $179,301,732. 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 B. Of the $179,301,732 aggregate carrying value reclassified from mezzanine equity, $1,716 was allocated to Class A ordinary shares at the $0.0001 par value (17,157,492 shares × $0.0001), with the remaining $179,300,016 credited to additional paid-in capital. |
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| M. | Reflects the elimination of CEPT’s historical accumulated deficit through additional paid-in capital of $30,869,375 after recording the following adjustments: |
| Accumulated Deficit as of March 31, 2026 | $ | (9,510,200 | ) | |
| Adjustment A - Forward Sale Securities Liability Settlement | 2,983,500 | |||
| Adjustment B - Interest Income and realized loss in Trust Account | 2,007,191 | |||
| Adjustment C - Interest Expense on Class A Ordinary Shares | (3,061,478 | ) | ||
| Adjustment C - Reversal of Accumulated Other Comprehensive Income | 22,287 | |||
| Adjustment E - CEPT Transaction Costs | (26,689,451 | ) | ||
| Adjustment F - Reversal of $0.15 per Public Share Accrual | 3,600,000 | |||
| Adjustment G - De-recognition of CEPT Prepaid Insurance | (221,223 | ) | ||
| $ | (30,869,375 | ) |
| N. | Represents the conversion of 37,472,492 and 6,000,000 Class A and Class B CEPT ordinary shares into PubCo Common Stock. |
| O. | 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 $93,159 at the Closing. The adjustment also represents $338,653 of additional draws on the Sponsor Loan, each occurring between March 31, 2026 and the Closing date and included in CEPT’s cash balance prior to 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 $2,251,571 and $6,479,330 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. |
| BB. | Reflects non-recurring transaction costs not reflected in the March 31, 2026 historical unaudited condensed financial statements, nor reflected in the December 31, 2025 historical audited financial statements. Non-recurring transaction costs total $29,390,982 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 March 31, 2026, CEPT recorded $2,701,531 of the transaction costs, therefore the adjustment reflects the recognition of the remaining $26,689,451. 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 $2,268,575 for the three months ended March 31, 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 $2,001,000 and $11,719,000 loss related to the embedded derivatives, a $90,000 gain and a $6,431,000 loss related to the option liability and a $1,368,000 and $4,735,000 loss related to the SAFEs for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. The adjustment also reflects elimination of a $1,625,060 gain for the three months ended March 31, 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 $30,000 and $79,677 during the three months ended March 31, 2026 and during the year ended December 31, 2025, respectively. |
| FF. | Represents the change in share based compensation expense of $1,595,469 and $15,933,068 for the three months ended March 31, 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. |
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| 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 realization and elimination of unrealized gain on available-for-sale debt securities of $22,287 for the three months ended March 31, 2026 and the elimination of the realized gain of $115,760 and $138,047 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. |
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 Three Months Ended | For the Year Ended | |||||||
| Numerator: | ||||||||
| Net loss from continuing operations | $ | (5,430,767 | ) | $ | (57,633,956 | ) | ||
| Deemed dividend to preferred stockholders | — | (1,493,539 | ) | |||||
| Net loss from continuing operations attributable to common stockholders - basic and diluted | $ | (5,430,767 | ) | $ | (59,127,495 | ) | ||
| Denominator: | ||||||||
| Weighted average shares outstanding - basic and diluted | 161,418,683 | 161,418,683 | ||||||
| Net loss from continuing operations per share: | ||||||||
| Basic and diluted | $ | (0.03 | ) | $ | (0.37 | ) | ||
| 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. |
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