Accessibility StatementSkip Navigation MIAMI and NEW YORK, Oct. 28, 2025 /PRNewswire/ -- Securitize, Inc. ("Securitize" or the "Company"), the world's leading platform for tokenizing real-world assets, and Cantor Equity Partners II, Inc. (Nasdaq: CEPT) ("CEPT"), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, today announced that they have entered into a definitive business combination agreement through which Securitize will become a publicly-listed company. The Company ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Cantor Equity Partners II, Inc. as of June 30, 2025, and for the three and six-month periods then ended, including balance sheets, statements of operations, comprehensive income (loss), changes in shareholders' equity (deficit), and cash flows, along with accompanying notes Condensed Balance Sheet Highlights (June 30, 2025 vs. Dec 31, 2024) | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $25,000 | $0 | | Available-for-sale debt securities held in Trust Account | $241,485,028 | $0 | | Total Assets | $241,822,232 | $106,544 | | **Liabilities & Shareholders' Deficit** | | | | Total Liabilities | $69,082 | $174,486 | | Class A ordinary shares subject to possible redemption | $245,088,277 | $0 | | Total Shareholders' Deficit | ($3,335,127) | ($67,942) | Condensed Statements of Operations Highlights | Metric | Three Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2025 ($) | | :--- | :--- | :--- | | Loss from operations | ($137,699) | ($164,847) | | Interest income on investments held in the Trust Account | $1,531,377 | $1,531,377 | | **Net income (loss)** | **$1,393,678** | **$1,366,530** | | Basic and diluted net income per share (Class A & B) | $0.07 | $0.10 | Condensed Statements of Cash Flows Highlights (Six Months Ended June 30, 2025) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | ($13,595) | | Net cash used in investing activities (Trust Account) | ($240,000,000) | | Net cash provided by financing activities (IPO & Private Placement) | $240,038,595 | | **Net change in Cash** | **$25,000** | [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes provide detailed explanations of the company's business operations, significant accounting policies, and specific financial statement items, covering the company's SPAC status, IPO, private placement, related party transactions, commitments, and fair value measurements - The company is a **Cayman Islands exempted company** formed for the purpose of a **business combination**, focusing on industries like **financial services, healthcare, real estate, technology, and software**[25](index=25&type=chunk)[26](index=26&type=chunk) - On **May 5, 2025**, the company consummated its **IPO** of **24,000,000 Class A ordinary shares** at **$10.00 per share**, generating gross proceeds of **$240,000,000**; simultaneously, it sold **580,000 shares** to its Sponsor in a **private placement** for **$5,800,000**[28](index=28&type=chunk)[29](index=29&type=chunk) - An amount of **$240,000,000** from the IPO and private placement proceeds was placed in a **trust account**, invested in **U.S. government securities**[31](index=31&type=chunk) - The company has until **May 5, 2027** (**24 months** from IPO closing) to consummate a **business combination**[37](index=37&type=chunk) - The company is an "**emerging growth company**" and has elected to use the **extended transition period** for complying with new or revised financial accounting standards[46](index=46&type=chunk)[47](index=47&type=chunk) - All **24,000,000 public Class A ordinary shares** are classified as **temporary equity** due to redemption features, with a redemption value of **$245,088,277** as of **June 30, 2025**[57](index=57&type=chunk)[59](index=59&type=chunk) - The company has a **business combination marketing agreement** with **CF&Co.**, an **affiliate of the Sponsor**, for a **fee of $8,400,000** payable **upon consummation of a business combination**[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, primarily covering liquidity, capital resources, and operational results, with activities limited to formation and the IPO as a blank check company - The company is a **blank check company** that completed its **IPO on May 5, 2025**, and is searching for a **business combination**, focusing on the **financial services, healthcare, real estate services, technology, and software industries**[123](index=123&type=chunk)[124](index=124&type=chunk) Liquidity Position as of June 30, 2025 | Metric | Amount ($) | | :--- | :--- | | Cash in operating account | $25,000 | | Working capital | ~$144,000 | | Amount in Trust Account available for taxes | ~$1,488,000 | - Liquidity needs have been met through **sponsor contributions**, a **pre-IPO note (fully repaid)**, and **proceeds from the private placement**; the Sponsor has also committed to loan up to **$1,750,000** for working capital needs[132](index=132&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) ($) | Key Drivers | | :--- | :--- | :--- | | **Q2 2025** | ~$1,394,000 | ~$1.53M interest income, offset by ~$137k in expenses | | **Q2 2024** | (~$2,000) | ~$2k in general & administrative expenses | | **H1 2025** | ~$1,367,000 | ~$1.53M interest income, offset by ~$164k in expenses | | **H1 2024** | (~$2,000) | ~$2k in general & administrative expenses | [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is therefore not required to provide the information requested under this item - As a **smaller reporting company** as defined by Rule 12b-2 of the Exchange Act, the company is **not required to provide quantitative and qualitative disclosures about market risk**[152](index=152&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation, the company's **Certifying Officers** concluded that **disclosure controls and procedures were effective** as of the end of the period covered by the report[154](index=154&type=chunk) - There were **no changes** to the company's **internal control over financial reporting** during the quarter ended June 30, 2025, that have **materially affected**, or are reasonably likely to materially affect, internal controls[156](index=156&type=chunk) [PART II. OTHER INFORMATION](index=34&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there is no material litigation currently pending or contemplated against it, its officers, or its directors - To the knowledge of management, there is **no material litigation currently pending or contemplated** against the company or its officers and directors[158](index=158&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to include risk factors in its Form 10-Q and notes no material changes to previously disclosed risk factors - The company is **not required to include risk factors** in this report because it qualifies as a **smaller reporting company**[159](index=159&type=chunk) - There have been **no material changes** to the **risk factors previously disclosed** in the company's final prospectus dated May 2, 2025[159](index=159&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the private placement of 580,000 Class A ordinary shares to the Sponsor for $5.8 million, simultaneous with the IPO, confirming proceeds were used as planned with $240 million deposited into the trust account - Simultaneously with the **IPO closing**, the company sold **580,000 Class A ordinary shares** to the Sponsor at **$10.00 per share** in a **private placement**, generating **gross proceeds of $5,800,000**[160](index=160&type=chunk) - A total of **$240,000,000** from the IPO and the private placement was placed in the **Trust Account**; there has been **no material change in the planned use of proceeds**[162](index=162&type=chunk)[163](index=163&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None**[165](index=165&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[166](index=166&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reports that none of its directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - During the quarter ended June 30, 2025, **no directors or officers adopted or terminated** any "**Rule 10b5-1 trading arrangement**" or "**non-Rule 10b5-1 trading arrangement**"[167](index=167&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - The report includes **certifications** from the **Principal Executive Officer** and **Principal Financial Officer** pursuant to **Sarbanes-Oxley Act Sections 302 and 906**[170](index=170&type=chunk) - **Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents** are also filed as exhibits[170](index=170&type=chunk)

IPO and Financing - The company completed its Initial Public Offering on May 5, 2025, raising $240 million from the sale of 24 million Class A ordinary shares at $10.00 per share[104]. - A total of $240 million from the IPO proceeds was placed in a Trust Account, which may only be invested in U.S. government securities or held as cash until the completion of a Business Combination[106]. - The company has secured a commitment from the Sponsor for a loan of up to $1.75 million to cover transaction costs related to the Business Combination[111]. - The Sponsor has agreed to lend the company up to $3.6 million in connection with the Business Combination, with a conversion option into Class A ordinary shares[117]. Financial Performance - As of March 31, 2025, the company reported a working capital deficit of approximately $257,000[110]. - The company incurred a net loss of approximately $27,000 for the three months ended March 31, 2025, primarily due to general and administrative expenses[113]. - The company has not generated any revenues to date and will not do so until after the completion of a Business Combination[113]. Business Combination Timeline - The company has until May 5, 2027, to complete a Business Combination, or it will cease operations and redeem Public Shares[107]. - The company engaged Cantor Fitzgerald & Co. as an advisor for the Business Combination, agreeing to pay a fee of $8.4 million upon consummation[116]. Regulatory and Reporting Status - The company is classified as an emerging growth company and has opted not to comply with new or revised financial accounting standards until private companies are required to do so[121]. - As of March 31, 2025, the company reported no off-balance sheet arrangements or contractual obligations[124]. - The company qualifies as a smaller reporting company and is not required to provide extensive market risk disclosures[125].