Cantor Equity Partners II Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Regulation FD Disclosure, Other Events
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Introductory Note
As previously disclosed, on October 27, 2025, Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“Pubco”), Pinecrest Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“CEPT Merger Sub”), and Senna Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CEPT (“Securitize Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”).
The transactions contemplated by the Business Combination Agreement (the “Business Combination”) is described in the definitive proxy statement filed by CEPT with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2026, as supplemented (the “Proxy Statement”).
The Business Combination was consummated in accordance with the terms of the Business Combination Agreement on July 1, 2026. As a result of the Business Combination, CEPT merged with and into CEPT Merger Sub and CEPT Merger Sub became the surviving company and wholly-owned subsidiary of Pubco.
Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Proxy Statement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
To the extent required by Item 2.01 of Form 8-K, the disclosure set forth in the Introductory Note 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; Material Modification to Rights of Security Holders
In connection with the Business Combination, on July 1, 2026, CEPT notified the Nasdaq Capital Market (“NASDAQ”) of the consummation of the Business Combination and requested (i) that NASDAQ suspend trading of CEPT’s Class A ordinary shares, par value $0.0001 per share (“CEPT Ordinary Shares”), effective July 2, 2026, and (ii) file with the SEC a Form 25 to delist the CEPT Ordinary Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
CEPT intends to file a certification on Form 15 with the SEC to deregister the CEPT Ordinary Shares and suspend CEPT’s obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.02. Unregistered Sales of Equity Securities
Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, PubCo, CEPT and Securitize entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in a private placement, 22,500,000 CEPT Class A Ordinary Shares (the “PIPE Shares”), at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million, of which only 19,735,000 shares of CEPT Class A Ordinary Shares have been issued for aggregate proceeds of $197 million (the “PIPE Financing”). The PIPE Financing was consummated immediately prior to the CEPT Merger. None of the PIPE Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pubco has granted the PIPE Investors certain customary registration rights in connection with the foregoing transactions. A description of the Subscription Agreements is included in the Proxy Statement in the section entitled “The Business Combination — Other Transaction Agreements — PIPE Subscription Agreements” beginning on page 122, which is incorporated herein by reference.
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Item 3.03. Material Modifications to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As of the time of the CEPT Merger and as a result of the Business Combination, a change in control of CEPT occurred. CEPT merged with and into CEPT Merger Sub and CEPT Merger Sub became the surviving company and wholly-owned subsidiary of Pubco.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with consummation of the Business Combination, the following officers and directors of CEPT ceased to hold their respective positions: Brandon G. Lutnick ceased to be Chairman and Chief Executive Officer; Jane Novak ceased to be Chief Financial Officer; and the following individuals also ceased to be directors: Danny H. Salinas, Robert G. Sharp, Louis Zurita and Dr. Mukesh Prasad.
Item 7.01. Regulation FD Disclosure.
Pubco’s common stock commenced trading on the New York Stock Exchange under the ticker symbol “SECZ” on July 2, 2026.
Item 8.01. Other Events
Holders of 6,842,508 shares of CEPT Ordinary Shares elected to redeem their shares in connection with the Business Combination.
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SIGNATURE
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.
| PINECREST MERGER SUB (as successor by merger to Cantor Equity Partners II, Inc.) |
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| By: | /s/ Carlos Domingo | |
| Name: | Carlos Domingo | |
| Title: | Director | |
Dated: July 8, 2026
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