Securitize Corp.

false --12-31 0002094496 0002094496 2026-07-08 2026-07-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2026 Securitize Corp. (Exact name of registrant as specified in its charter) Delaware 001-43379 41-2455527 ‎ (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 78 SW 7 th Street , Suite 500 Miami , FL 33130 (Address of principal executive offices) Registrant’s telephone number, including area code: ( 646 ) 918-5012 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share SECZ The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note On July 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