📜 What This Document Is 📋

This filing is a detailed announcement related to a proposed merger and strategic update. Specifically, it covers the definitive business combination between Securitize, Inc. and Cantor Equity Partners II, Inc. (CEPT), a Special Purpose Acquisition Company (SPAC). The primary goal is for the two companies to combine into a new public entity, anticipated to be listed under the ticker symbol “SECZ.”

👉 Why it matters: This document lays out the entire roadmap for the merger and simultaneously announces a key strategic appointment, signaling major confidence in the combined company's future in the digital asset space.

🏢 What Securitize Does 🔗

In simple terms, Securitize is a specialized financial technology company that facilitates "tokenization." Tokenization is the process of converting ownership rights of physical or complex real-world assets (like real estate or private funds) into digital tokens on a blockchain. This makes previously illiquid assets fractional and highly accessible.

Business Model: Securitize acts as a platform for bringing the world’s assets "onchain" (onto a digital ledger). They do this by partnering with top-tier asset managers, including Apollo, BlackRock, Hamilton Lane, KKR, and VanEck.
Regulatory Presence: The company has built out complex infrastructure across major markets.
- In the U.S., it operates through multiple SEC-registered affiliates, including an SEC-regulated Alternative Trading System (ATS) and a transfer agent.
- Crucially, in Europe, its affiliate operates a Trading & Settlement System (TSS) under the EU DLT Pilot Regime, making it the only company licensed to operate regulated digital-securities infrastructure in both the U.S. and the EU.
Scale: As of April 2026, the company reports Assets Under Management (AUM) exceeding $4 billion.

🛡️ About CEPT: The SPAC Structure 🌟

Cantor Equity Partners II, Inc. (CEPT) is a Special Purpose Acquisition Company (SPAC). Think of a SPAC as a corporate shell created with the sole purpose of raising capital and merging with another established private company. CEPT is sponsored by an affiliate of Cantor Fitzgerald, a large global financial services firm.

Purpose: CEPT exists to find a target company (Securitize) and facilitate a "Proposed Business Combination."
Sponsor: The SPAC is sponsored by an affiliate of Cantor Fitzgerald, a firm with over 14,000 employees, which provides financial weight and institutional credibility to the deal.

🤝 The Proposed Business Combination Details 🚀

The core of this filing is the announced merger between Securitize and CEPT. This formal deal will create a new, publicly listed company.

Agreement Date: The definitive business combination agreement was entered into on October 27, 2025.
Combined Entity: Upon closing, the new company will be called Securitize Holdings, Inc., and is expected to be publicly listed on either the NYSE or Nasdaq under the ticker symbol “SECZ.”
Timeline & Conditions: The Proposed Business Combination is expected to be completed in the first half of 2026. However, this closing is dependent on several critical conditions, including regulatory approvals and the required vote and approval from CEPT’s shareholders.

👑 Strategic Board Appointment: Sunil Sabharwal 🎙️

A major strategic announcement is the appointment of Sunil Sabharwal to Securitize's Board of Directors. Sabharwal is a globally recognized fintech executive and public sector leader, which adds significant depth and credibility to the combined entity.

Expertise: His career spans payments, global financial infrastructure, and international economic policy, giving him a rare mix of public and private sector experience.
Why it matters: Sabharwal joining at this time—as institutional adoption of tokenized assets accelerates—is seen as a move that solidifies the company's ability to navigate both regulated traditional finance and cutting-edge digital markets.
Executive Commentary:
- Sunil Sabharwal stated: "Tokenization represents a fundamental evolution in how financial markets operate globally, enabling access to a wider range of investors." This suggests his focus will be on promoting the widespread adoption and utility of tokenized assets.
- Carlos Domingo, Co-Founder and CEO of Securitize, noted: "From leading cross-border payments companies to representing the United States at the IMF, he brings a rare combination of public and private sector experience." This emphasizes that his background is uniquely suited to guide the company through its next growth phase.

💰 Financial Scale and Industry Scope 💸

The company’s financial and operational scale underscores its maturity and importance in the financial tech sector.

Assets Under Management (AUM): The firm has achieved $4B+ AUM (as of April 2026/November 2025, depending on the report).
- 👉 Why it matters: A high and growing AUM demonstrates that major institutional capital trusts Securitize to manage and tokenize significant amounts of value, giving the company strong market validation.
Top-Tier Partnerships: Securitize's platform attracts major players like Apollo, BlackRock, BNY, Hamilton Lane, and KKR, showing trust from the most established investment houses globally.
Recognition: The company has received industry recognition, being named a 2026 Forbes Top 50 Fintech company.

🗺️ Operational Footprint and Infrastructure 🌐

The scope of the company’s operations is global and highly regulated, which is crucial for dealing with sensitive financial assets.

Global Licensing Edge: Securitize's ability to operate under both the U.S. and EU regulatory frameworks is a major competitive advantage.
- The U.S. operations include being an SEC-registered broker-dealer and transfer agent.
- The EU operation holds authorization as an Investment Firm and operates under the specialized EU DLT Pilot Regime.
Market Depth: The company's function as a digital transfer agent and fund administrator means it handles complex, multi-jurisdictional financial processes, suggesting deep trust from its clients.

📅 Key Milestones and Legal Timeline ⚖️

Understanding the formal timeline is essential, as the merger cannot happen without clearing regulatory hurdles and receiving shareholder approval.

Business Combination Agreement: Signed on October 27, 2025.
Next Steps: The merger requires successful completion of multiple steps, including securing necessary regulatory approvals and obtaining approval from the CEPT shareholders.
Final Goal: The expected closing date is the first half of 2026.

📞 Contact and Investor Resources 📧

For interested parties needing further information, the filing provides dedicated contact channels.

Investor Relations: [email protected]
Media Inquiries (Securitize): [email protected]
Investor Call/General Info (Cantor Fitzgerald): For further information, the filing directs readers to the general SEC website at www.sec.gov.

🧠 The Analogy 💡

Imagine a massive, sophisticated postal service (the traditional financial system) that currently operates only via paper, physical checks, and slow, physical couriers (the old markets). Securitize is building an ultra-modern, high-speed digital express rail system. The merger with CEPT is like taking a giant container ship (the SPAC) to tow the entire rail system into a brand new, publicly listed harbor (SECZ). The new Board member, Sunil Sabharwal, is like hiring a retired master railway engineer—someone who has worked across different countries and different kinds of rails—to ensure the merger is not just technically sound, but also globally compliant and ready for massive future traffic.

🧩 Final Takeaway 🎯

Securitize is positioning itself as the indispensable infrastructure provider for the global digital asset market. The merger with CEPT and the hiring of a seasoned executive like Sunil Sabharwal signal that the company is moving aggressively toward its listing and establishing regulatory authority across both the U.S. and EU markets.

Securitize and CEPT advance merger to launch publicly under SECZ