CEPT SEC filings, in plain English
Everything Cantor Equity Partners II, Inc. has filed with the SEC that we hold — 40 filings, newest first, 21 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Cantor Equity Partners II closed its business combination with Securitize, Inc. on July 1, 2026 under the October 27, 2025 Business Combination Agreement: CEPT merged into Pinecrest Merger Sub, becoming a wholly owned subsidiary of Securitize Holdings, Inc. Holders of 6,842,508 CEPT ordinary shares redeemed. Only 19,735,000 of the committed 22,500,000 PIPE shares were issued at $10.00, funding $197 million of the $225 million PIPE. Nasdaq trading was suspended July 2, 2026 with a Form 25 requested and a Form 15 to follow; Pubco common stock began trading on the NYSE as SECZ on July 2, 2026. Brandon G. Lutnick (Chairman/CEO), Jane Novak (CFO) and directors Salinas, Sharp, Zurita and Prasad all ceased their roles. Why it matters: deSPAC completion — CEPT no longer exists as a SPAC; the $28 million PIPE shortfall (19.735M of 22.5M shares) plus 6.84 million redemptions cut the cash actually delivered to Securitize.
What changed: Cantor Equity Partners II, Inc. (CEPT) reported that at its June 29, 2026 extraordinary general meeting shareholders approved the business combination with Securitize, Inc. under the October 27, 2025 Business Combination Agreement (CEPT merges into Pinecrest Merger Sub, then Senna Merger Sub merges into Securitize, with Securitize Holdings, Inc. as PubCo). The Business Combination Proposal passed 12,432,037 for / 2,151,147 against / 197,157 abstain out of 30,580,000 shares outstanding on the May 11, 2026 record date. The Nasdaq Proposal approved issuing up to 22,500,000 CEPT Class A shares in a private placement immediately prior to the merger, up to 535,000 shares to repay the Sponsor Loan and Sponsor Note, up to 156,675,245 PubCo shares in the Mergers (including 6,250,000 Securitize earnout shares), a 10% incentive plan/ESPP reserve, and up to 3,829,432 shares on warrants held by J Digital 6 LLC. Holders of 6,842,508 Class A shares redeemed, removing approximately $72.5 million from trust at approximately $10.60 per share (inclusive of $0.15 per share funded by the Sponsor under the Sponsor Note), leaving 17,157,492 public shares outstanding. Why it matters: Securitize (tokenized real-world-asset infrastructure) is cleared to go public via CEPT with roughly 17.2 million public shares still in trust after a moderate ~28% redemption, and the Sponsor's $0.15 per share top-up shows the sponsor paying to hold redemptions down.
What changed: Securitize Holdings filed as Rule 425 material a June 12, 2026 Securitize press release announcing that its tokenized AAA CLO fund (STAC), built with BNY as custodian and sub-adviser, expanded to Solana and that Ethena Labs plans a $250 million allocation. The release reiterates that the CEPT shareholder meeting on the October 27, 2025 business combination is set for June 29, 2026 with an expected NYSE listing as SECZ. Why it matters: Target-company product marketing during the proxy period; no change to deal terms, trust, or timing.
What changed: Securitize and Cantor Equity Partners II announced on June 5, 2026 that the SEC declared the Form S-4 registration statement effective. The business combination was to be voted on by CEPT shareholders of record as of May 11, 2026 at a special meeting scheduled for June 29, 2026, with closing expected shortly thereafter and the combined company, Securitize Corp., listing on the NYSE as SECZ. Why it matters: S-4 effectiveness plus a fixed June 29, 2026 vote date set the final timetable for the CEPT/Securitize deSPAC and opened CEPT's redemption window.
What changed: DEFM14A — Cantor Equity Partners II, Inc.'s definitive proxy statement and Securitize Holdings, Inc.'s prospectus for up to 24,000,000 shares of common stock, for an extraordinary general meeting on June 29, 2026. The Business Combination Agreement and the Sponsor Support Agreement with Cantor EP Holdings II, LLC are dated October 27, 2025. Securitize shares, options and warrants convert into PubCo common stock at the Securitize Exchange Ratio; the assumed warrants are stated at an aggregate price of $38,294,325, $10.00 per warrant. Why it matters: The no-redemption sources and uses table sets the deal at $1,765,140,236: a Securitize equity rollover of $1,256,902,231 at a deemed $10.00 per share, $248,753,188 of CEPT trust cash, $225,000,000 of PIPE proceeds and a $20,000,000 private placement, against $448,544,054 to the balance sheet and $58,995,951 of estimated transaction expenses. The PIPE is 22,500,000 CEPT Class A ordinary shares at $10.00, and investors may satisfy it by buying CEPT Class A shares on the open market. The Sponsor surrenders up to 30% of its Class B shares for no consideration.
minimum cash condition, pipenothing moved · 2 with no prior record of ours
- Minimum cash condition
- not previously extracted$100.0M
- PIPE
- not previously extracted$100.0M
SpacBrain reads this as the min-cash condition binds at $100,000,000.
The clause …“with the terms of the Business Combination Agreement being no less than the minimum cash amount of $100,000,000. Conditions to Obligations of CEPT ( subject to written waiver by CEPT where permissible ) The obligations of CEPT to”…
The clause …“the delivery of ancillary agreements at the Closing and (iv) at least $100 million of PIPE Investments having been funded (or deemed funded, in accordance with the terms of the PIPE Subscription Agreements). For more information”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 425 filed by Securitize Holdings, Inc. carrying Securitize, Inc.'s 1Q26 results (quarter ended March 31, 2026) in connection with the October 27, 2025 Business Combination Agreement among Cantor Equity Partners II, Inc. (CEPT), Securitize, Inc., Securitize Holdings, Inc. (Pubco), Pinecrest Merger Sub and Senna Merger Sub. Total revenue was $19.5 million, up 39% year over year and the highest quarterly revenue in company history; adjusted EBITDA fell to $0.8 million from $4.1 million a year earlier; net loss was $7.9 million, or $0.88 per diluted share. Average AUM was $3.2 billion with AUM of $3.4 billion and AUA of $24.9 billion at March 31, 2026, aggregated transaction volume was $1.9 billion, and 650 active funds were serviced. Business highlights include being named NYSE's design partner and first digital transfer agent eligible to mint blockchain-native securities on the planned NYSE-affiliated Digital Trading Platform, a Uniswap Labs integration for BlackRock's BUIDL, tokenizing loan interests tied to the Trump International Hotel Resort Maldives, and a post-quarter Computershare agreement. Why it matters: This is the target's actual P&L ahead of the CEPT vote: revenue is growing fast but adjusted EBITDA collapsed roughly 80% year over year and the company is loss-making at $7.9 million per quarter, so the growth story is being funded, not self-financed. The NYSE and Computershare partnerships are the concrete institutional distribution wins underpinning the valuation.
What changed: Cantor Equity Partners II, Inc. (CEPT) reported that effective May 8, 2026 the board appointed Dr. Mukesh Prasad, 55, founder and co-managing partner of Innova Capital Partners and an otolaryngologist at Weill Cornell Medical College, as a Class II director and a member of both the audit and compensation committees, with compensation of $50,000 per year paid quarterly. Dr. Prasad has also served as a director of Cantor Equity Partners V, Inc. since November 2025. The 8-K was signed by CEO Brandon G. Lutnick. Why it matters: Routine board mechanics; filling audit and compensation committee seats is typical housekeeping ahead of a business combination vote.
What changed: Cantor Equity Partners II, Inc. (CEPT) filed its 10-Q for the quarter ended March 31, 2026. Trust held $248,753,164 of available-for-sale debt securities at fair value (amortized cost $248,730,877); the 24,000,000 redeemable Class A shares carried a redemption value of $10.51 per share, up from $10.43 at December 31, 2025. Cash outside trust was only $25,000, with accrued expenses of $2,545,137 and a related-party note payable of $604,841. Shares outstanding as of May 8, 2026 were 24,580,000 Class A (including 580,000 private placement) and 6,000,000 Class B. Q1 net income was $2,396,410, including $2,251,571 of trust interest and a $1,625,060 gain on the change in fair value of a forward sale securities liability, which stood at $2,983,500. Why it matters: Trust NAV of $10.51/share ahead of the Securitize vote, but with $25,000 of cash outside trust against $2.5 million of accrued expenses CEPT is entirely dependent on sponsor funding to reach closing.
What changed vs 2025-11-14trust $240.0M → $2.3M -99%going concern APPEAREDtrust account, going-concern doubt, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $240.0M$2.3M
- Going-concern doubt
- not statedstated
- Combination deadline
- 2027-05-05 · unchanged
- Mandate language
- the Company intends to focus its search on companies operati…not matched in this filing
- Redeemable shares
- 24.0M · unchanged
SpacBrain reads this as $237,745,180 left the trust between the two filings.
The clause …“Loss from operations ( 1,480,221 ) ( 27,148 ) Interest income on investments held in the Trust Account 2,251,571 — Change in fair value of forward sale securities 1,625,060 — Net income (loss) $ 2,396,410 $ ( 27,148 ) Weighted average”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“in consolidation. 10 Going Concern In connection with the Company’s going concern considerations in accordance with guidance in ASC 205-40 Presentation of Financial Statements–Going Concern , the Company has until May 5, 2027”…
The clause …“(“ASC”) 205-40, Presentation of Financial Statements–Going Concern , we have until May 5, 2027 to consummate the Business Combination. Our mandatory liquidation date if the Business Combination is not consummated raises”…
The clause “500,000,000 shares authorized; 580,000 shares issued and outstanding (excluding 24,000,000 shares subject to possible redemption) as of both March 31, 2026 and December 31, 2025 58 58 Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Securitize Holdings, Inc. filed under Rule 425 a May 4, 2026 press release announcing that its subsidiary Securitize Markets, LLC received FINRA Continuing Membership Application approval to custody tokenized securities inside a regular broker-dealer, enabling atomic swaps and onchain clearing and settlement between tokenized securities and stablecoins, and to act as underwriter and selling group participant for initial and secondary tokenized offerings. Context restated: the October 27, 2025 Business Combination Agreement with Cantor Equity Partners II, Inc. (CEPT), with the combined company expected to list as 'SECZ' and closing targeted for the first half of 2026; Securitize reports $4B+ in tokenized AUM as of April 2026. Why it matters: Target-company regulatory milestone filed as soliciting material ahead of the CEPT shareholder vote; it strengthens Securitize's regulatory moat but does not change deal terms or timing.
What changed: Securitize Holdings, Inc. filed under Rule 425 an April 29, 2026 press release announcing an agreement with Computershare enabling U.S.-listed issuers to issue equity in tokenized form as Issuer-Sponsored Tokens alongside existing shares, including Direct Registration System holdings, with Computershare acting as transfer agent for the ISTs and processing corporate actions. Context restated: the October 27, 2025 Business Combination Agreement with Cantor Equity Partners II, Inc. (Nasdaq: CEPT) and Securitize's $4B+ tokenized AUM as of April 2026. Why it matters: Commercial partnership announcement used as deal-marketing material; it extends Securitize's distribution reach but discloses no economics and no change to the CEPT transaction.
What changed: Securitize Holdings, Inc. filed under Rule 425 (subject company Cantor Equity Partners II, Inc., Nasdaq: CEPT) an April 22, 2026 press release announcing a partnership between Securitize Fund Services and Upshift to provide independent fund-administration reporting for onchain vaults. The filing restates that CEPT and Securitize, Inc. entered into a Business Combination Agreement on October 27, 2025 and notes Securitize's $4B+ AUM as of April 2026, but discloses no new transaction terms. Why it matters: Business-development press release used as soliciting material; relevant only as background color on the target ahead of the CEPT/Securitize deSPAC.
What changed: Securitize Holdings filed as Rule 425 material an April 21, 2026 press release announcing the appointment of Sunil Sabharwal — former U.S. Alternate Executive Director at the IMF and former chairman of Earthport and Ogone — to Securitize's board of directors, while the CEPT business combination was pending. Why it matters: Target-company governance publicity; no change to deal terms or timing.
What changed: Securitize Holdings, Inc. filed a Rule 425 attaching an April 9, 2026 press release announcing that Brett Redfearn, Director of the SEC's Division of Trading and Markets from 2017 to 2020 and former Head of Capital Markets at Coinbase, was appointed President of Securitize and a member of its board. The release restates that Securitize and Cantor Equity Partners II (CEPT) signed a definitive business combination agreement announced October 28, 2025, that the combined company Securitize Holdings, Inc. is expected to list under the ticker SECZ, and that closing was expected in the first half of 2026. Securitize is described as having $4B+ in tokenized AUM as of November 2025 with partners including Apollo, BlackRock, BNY, Hamilton Lane, KKR and VanEck. Why it matters: Executive hire, not a transaction development; the substantive datapoints are the SECZ ticker, the $4B+ AUM figure and the first-half-2026 closing target, which slipped to the June 29, 2026 shareholder vote.
What changed: Securitize Holdings, Inc. filed a Rule 425 attaching an April 8, 2026 press release announcing that Currenc Group Inc. (Nasdaq: CURR) tokenized its ordinary shares on the Securitize platform across Ethereum and Solana, supporting fractional ownership to six decimal places and 24/7 trading. The release again describes the pending CEPT business combination, the expected SECZ listing and a first-half-2026 closing target, and notes Currenc has separately announced a proposed reverse merger with Animoca Brands that remains subject to definitive documentation and approvals. Why it matters: Product-announcement promotion in support of the CEPT deal; no change to deal terms, economics or timing.
What changed: Cantor Equity Partners II, Inc. (CEPT) filed its Form 10-K for the fiscal year ended December 31, 2025. As of March 6, 2026 there were 24,580,000 Class A ordinary shares and 6,000,000 Class B ordinary shares outstanding; non-affiliate market value of the Class A shares as of June 30, 2025 was approximately $264.7 million. The report identifies the 'Securitize Business Combination' as the pending transaction and references a $10.15 per-share level for public shares. Only Class A ordinary shares are Nasdaq-listed; there are no public units or warrants. Why it matters: Establishes CEPT's pre-vote share count (24.58 million Class A including 580,000 private placement shares, plus 6 million founder shares) and warrantless structure, the baseline against which the June 2026 redemption of 6,842,508 shares should be measured.
What changed: Securitize Holdings filed a transcript of Securitize CEO Carlos Domingo's March 4, 2026 FINTECH.TV interview about the CEPT merger. Domingo confirmed the ticker would change from CEPT to SECZ and said Securitize plans to tokenize its own equity using its own transfer agent, so shares would exist both as DTCC-settled traditional equity and as a blockchain-based tokenized version trading 24/7. Why it matters: Media appearance; the notable disclosure is the plan to issue a tokenized parallel version of the post-merger public equity, an untested structure for a listed company.
What changed: Securitize and Cantor Equity Partners II announced on January 28, 2026 the public filing of the Form S-4 (following a confidential submission announced November 13, 2025). The registration statement disclosed Securitize revenue of $55.6 million for the nine months ended September 30, 2025, up 841% from $5.9 million a year earlier, and $18.8 million for full-year 2024, up 129% from $8.2 million in 2023, with over $4 billion of AUM as of November 2025. Why it matters: First public disclosure of Securitize's audited-basis financials — a company doing $18.8 million of 2024 revenue merging into a roughly $250 million trust — the key valuation datapoint for the CEPT deal.
What changed: Cantor Equity Partners II, Inc. filed the transcript and slides from Securitize's November 20, 2025 investor webcast on the October 27, 2025 Business Combination Agreement among CEPT, Securitize, Inc., Securitize Holdings, Inc., Pinecrest Merger Sub and Senna Merger Sub. Management (CEO Carlos Domingo, CFO Francisco Flores, COO Billy Miller) described Securitize as the largest tokenization platform with blue-chip clients including Apollo, BlackRock, Hamilton Lane and VanEck, an addressable market of roughly $19 trillion, an SEC-registered transfer agent/broker-dealer/ATS/investment adviser stack, integration across 15+ blockchains, and revenue growth of 9x over the 16 months through Q2 2025 with profitability in Q1 and Q2 2025. Why it matters: First detailed management presentation of the CEPT/Securitize target, including the claim of 9x revenue growth and two profitable quarters — rare positive operating metrics for a deSPAC target in the digital-asset space.
What changed: Cantor Equity Partners II, Inc. filed its 10-Q for the quarter ended September 30, 2025. Trust held $244,127,034 of available-for-sale debt securities at fair value (amortized cost $244,089,703) against 24,000,000 Class A ordinary shares carried at a redemption value of $10.32 per share ($247,730,283 total). Cash outside trust was $25,000; total liabilities just $166,331 ($88,109 accrued expenses and a $78,222 related-party note); accumulated deficit $(3,527,522). Also outstanding: 580,000 private placement Class A shares and 6,000,000 Class B shares; as of November 14, 2025 there were 24,580,000 Class A and 6,000,000 Class B. Q3 net income was $2,407,169 on $2,561,575 of trust interest against $154,406 of operating costs. Why it matters: Sets CEPT's NAV at $10.32 per public share with essentially no deferred underwriting or deal-cost overhang ahead of the Securitize combination — an unusually clean Cantor-style structure — though only $25,000 of cash sits outside trust.
trust account, combination deadline, mandate language +1nothing moved · 4 with no prior record of ours
- Trust account
- $240.0M · unchanged
- Combination deadline
- 2027-05-05 · unchanged
- Mandate language
- the Company intends to focus its search on companies operati… · unchanged
- Redeemable shares
- 24.0M · unchanged
The clause …“in Trust Account ( 3,249 ) — Purchase of available-for-sale debt securities held in Trust Account ( 239,996,751 ) — Net cash used in investing activities ( 240,000,000 ) — Cash flows from financing activities: Proceeds received from”…
The clause …“and (ii) the distribution of the Trust Account, as described below. 20 We have until May 5, 2027 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our board of directors may”…
The clause …“500,000,000 shares authorized; 580,000 issued and outstanding (excluding 24,000,000 shares subject to possible redemption) as of September 30, 2025 and none issued or outstanding as of December 31, 2024 58 — Class B ordinary”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Cantor Equity Partners II filed an Item 8.01 Form 8-K disclosing that on November 13, 2025 it and Securitize issued a joint press release announcing Securitize Holdings, Inc.'s confidential submission on November 12, 2025 of a Draft Registration Statement on Form S-4 with the SEC for the business combination agreed October 27, 2025. The 8-K restates the structure: CEPT merges with and into CEPT Merger Sub (surviving), Securitize Merger Sub merges into Securitize (surviving), and Securitize becomes a wholly-owned subsidiary of Pubco, which becomes the public company. Why it matters: Confirms the Securitize deal moved into SEC review roughly two weeks after signing, but the confidential submission means no proxy, financials or record date were disclosed.
What changed: Cantor Equity Partners II filed under Rule 425 its Form 8-K reporting that on November 13, 2025 CEPT and Securitize issued a joint press release announcing Securitize Holdings, Inc.'s confidential submission of a Draft Registration Statement on Form S-4 to the SEC on November 12, 2025 in connection with the October 27, 2025 Business Combination Agreement, under which CEPT merges into Pinecrest Merger Sub and Senna Merger Sub merges into Securitize, leaving Securitize a wholly-owned subsidiary of the publicly traded Pubco. Why it matters: Procedural deal-progress notice; the S-4 was submitted confidentially, so no terms, financials or vote timing became public.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.