{"url_path":"/sec/secz/8-k/2026-07-08/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/2094496/0001213900-26-076444-index.html","accession_number":"0001213900-26-076444","cik":"0002094496","ticker":"SECZ","issuer_name":"Securitize Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2094496/0001213900-26-076444-index.html","primary_entity_key":"0002094496","primary_entity_name":"Securitize Corp."},"word_count":1638,"has_tables":true,"body_markdown":"false\n--12-31\n0002094496\n\n0002094496\n\n2026-07-08\n2026-07-08\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\n \n\n** **\n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n \n\n \n\n**FORM\n8-K**\n\n \n\n \n\n \n\n**CURRENT\nREPORT**\n\n**Pursuant\nto Section 13 or 15(d)**\n\n**of\nthe Securities Exchange Act of 1934**\n\n \n\n**Date\nof Report (Date of earliest event reported): July 8, 2026**\n\n \n\n \n\n \n\n**Securitize Corp.**\n\n**(Exact\nname of registrant as specified in its charter)**\n\n \n\n \n\n \n\n**Delaware**\n \n**001-43379**\n \n**41-2455527‎**\n\n**(State\nor other jurisdiction\nof incorporation)**\n \n**(Commission File Number)**\n \n**(IRS\nEmployer\nIdentification No.)**\n\n \n\n**78 SW 7th Street****, Suite\n500****Miami****, FL\n33130**\n\n**(Address of principal executive offices)**\n\n** **\n\n**Registrant’s\ntelephone number, including area code: (646) 918-5012**\n\n \n\n \n\n \n\nCheck\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under\nany of the following provisions:\n\n \n\n☐\nWritten\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n \n\n☐\nSoliciting\nmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n \n\n☐\nPre-commencement\ncommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n \n\n☐\nPre-commencement\ncommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities\nregistered pursuant to Section 12(b) of the Act:\n\n \n\n**Title\nof each class**\n \n**Trading\nSymbol(s)**\n \n**Name\nof each exchange on which registered**\n\n**Common\nStock, $0.0001 par value per share**\n \n**SECZ**\n \n**The\nNew York Stock Exchange**\n\n \n\nIndicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging\ngrowth company ☒\n\n \n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n  \n\n \n\n \n\n**Introductory\nNote**\n\n** **\n\nOn\nJuly 1, 2026 (the “**Closing Date**”), Cantor Equity Partners II, Inc. (“**CEPT**”), Securitize,\nInc. (“**Securitize**”), Securitize Holdings, Inc. (“**PubCo**”), Pinecrest Merger Sub, a\nwholly owned subsidiary of PubCo (“**CEPT Merger Sub**”) and Senna Merger Sub, Inc., a wholly owned subsidiary\nof CEPT (“**Securitize Merger Sub**”) consummated the transactions contemplated by the Business Combination Agreement\namong them, dated October 27, 2025 (the “**Merger Agreement**”), following their approval at a special meeting\nof the stockholders of CEPT held on June 29, 2026 (the “**Special Meeting**”). Pursuant to the terms of the Merger\nAgreement, a business combination of CEPT and PubCo was effected through (i) the merger of CEPT with and into CEPT Merger Sub, with CEPT\nMerger Sub surviving as a wholly owned subsidiary of PubCo, and (ii) the merger of Securitize Merger Sub with and into Securitize, with\nSecuritize surviving as a wholly owned subsidiary of PubCo (the “**Merger**” and, collectively with the other transactions\ndescribed in the Merger Agreement, the “**Business Combination**”). On the Closing Date, PubCo changed its name\nto Securitize Corp.\n\n \n\nIn\nconnection with Special Meeting and the Business Combination, holders of 6,842,508 shares of CEPT Class A ordinary share, par value $.0001\nper share (“**CEPT Class A Ordinary Share**”), or approximately 28.5% of the shares with redemption rights, exercised\ntheir right to redeem their shares for cash at a redemption price of approximately $10.60 per share, for an aggregate redemption amount\nof $72,512,934.28.\n\n \n\nAt\nthe effective time of the Merger (the “**Effective Time**”), each share of CEPT Class A Ordinary Share and each\nshare of CEPT Class B ordinary share, par value $.0001 per share (“**CEPT Class B Ordinary Share**” and together\nwith CEPT Class A Ordinary Share, “**CEPT Ordinary Share**”), was converted into and exchanged for one share of\nPubCo’s common stock, par value $0.0001 per share (“**PubCo Common Stock**”). Additionally, immediately prior\nto the Effective Time, (i) each share of Securitize preferred stock, par value $0.0001 (“**Securitize Preferred Stock**”)\nthat is issued and outstanding as of such time will be automatically converted into one share of Securitize Common Stock (the “**Preferred\nStock Conversion**”), and (ii) each share of Securitize common stock, par value $0.0001 (“**Securitize Common Stock**”)\nwas converted into and exchanged for approximately 4.4439 shares (the “**Exchange Ratio**”) of PubCo Common Stock\n(the “**Per Share Merger Consideration**”). No fractional shares of PubCo Common Stock were issued upon the exchange\nof PubCo Common Stock. Any stockholder’s fractional shares were rounded down to the nearest whole share of PubCo Common Stock,\nand no cash settlements were made with respect to fractional shares eliminated by such rounding.\n\n \n\nAt\nthe Effective Time, any shares of Securitize Common Stock held in the treasury of Securitize were canceled without any conversion thereof\nand no payment or distribution was made with respect thereto.\n\n \n\nEach\noption to purchase Securitize Common Stock that was issued and outstanding immediately prior to the Effective Time (each, a “**Securitize\nOption**” and collectively, the “**Securitize Options**”), whether vested or unvested, was converted\ninto an option to purchase a number of shares of PubCo Common Stock (such option, an “**Exchanged Option**”) equal\nto the product of (a) the number of shares of Securitize Common Stock subject to such Securitize Option immediately prior to the Effective\nTime and (b) the Exchange Ratio (rounded down to the nearest whole cent), at an exercise price per share equal to (i) the exercise price\nper share of Securitize Common Stock subject to such Securitize Option immediately prior to the Effective Time, divided by (ii) the Exchange\nRatio, rounded up to the nearest whole cent. Except as specifically provided in the Merger Agreement, following the Effective Time, each\nExchanged Option will continue to be governed by the same terms and conditions as were applicable to the corresponding former Securitize\nOption immediately prior to the Effective Time.\n\n \n\n1\n\n \n\n \n\nEach\nwarrant to purchase Securitize Preferred Stock issued by Securitize pursuant to certain Warrant to Purchase Shares of Preferred Stock,\ndated March 6, 2025, by and between J Digital 6 LLC and Securitize (each, a “**Securitize Warrant**” and collectively,\nthe “**Securitize Warrants**”) issued and outstanding immediately prior to the Effective Time, whether vested or\nunvested, was assumed by PubCo and became a warrant to purchase shares of PubCo Common Stock (such warrant, an “**Exchanged\nWarrant**”) equal to the product of (a) the number of shares of Securitize Common Stock subject to such Securitize Warrant\nimmediately prior to the Effective Time and (b) the Exchange Ratio (rounded down to the nearest whole cent), at an exercise price per\nshare equal to (i) the exercise price per share of Securitize Common Stock subject to such Securitize Warrant immediately prior to the\nEffective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. Except as specifically provided in the Merger\nAgreement, following the Effective Time, each Exchanged Warrant will continue to be governed by the same terms and conditions as were\napplicable to the corresponding former Securitize Warrant immediately prior to the Effective Time.\n\n \n\nEach\nconvertible promissory note issued by Securitize and outstanding immediately prior to the Effective Time was converted into a number\nof shares of Securitize Common Stock calculated in accordance with the terms and conditions of the applicable promissory note, following\nwhich such shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Effective\nTime for purposes of receiving the Per Share Merger Consideration as described above.\n\n \n\nEach\nissued and outstanding Simple Agreements for Future Equity instruments executed by Securitize and certain investors (the “**Securitize\nSAFE Note**”) was, subject to the terms and conditions of such Securitize SAFE Note, converted into a number of shares of\nSecuritize Common Stock equal to the exchange ratio determined in accordance with the applicable Securitize SAFE Note, following which\nsuch shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Effective\nTime for purposes of receiving the Per Share Merger Consideration as described above.\n\n \n\nDescriptions\nof the Business Combination and the Merger Agreement are included in the definitive proxy statement/prospectus, dated June 5, 2026 (the\n“**Proxy Statement/Prospectus**”), filed by PubCo with the Securities and Exchange Commission (the “**SEC**”)\nin the section titled “*Proposal No. 1—The Business Combination Proposal*” beginning on page 125 of the Proxy\nStatement/Prospectus. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by the full\ntext of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.\n\n \n\nOn\nthe Closing Date, a number of purchasers (each, a “**Subscriber**”) purchased from CEPT an aggregate of 19,735,000\nshares of CEPT Class A Ordinary Share (the “**PIPE Shares**”), for a purchase price of $10.00 per share and an\naggregate purchase price of approximately $197.4 million, pursuant to separate subscription agreements (each, a “**Subscription\nAgreement**”) entered into concurrently with the Merger Agreement, effective as of October 27, 2025. Pursuant to the Subscription\nAgreements, PubCo gave certain registration rights to the Subscribers with respect to the PIPE Shares.\n\n \n\nDescriptions\nof the Subscription Agreements are included in the Proxy Statement/Prospectus in the sections titled “*The Business Combination—\nOther Transaction Agreements —PIPE Subscription Agreements*” beginning on page 122 of the Proxy Statement/Prospectus.\nThe foregoing descriptions of the Subscription Agreements are summaries only and are qualified in their entirety by the full text of\nthe Form of Subscription Agreement, copy of which is attached hereto as Exhibits 10.1, and is incorporated herein by reference.\n\n \n\n2\n\n \n\n \n\nAs\nof the Closing Date and following the completion of the Business Combination, PubCo had the following outstanding securities:\n\n \n\n●163,218,683\nshares of PubCo Common Stock;\n\n \n\n \n●\n835,216\nExchanged Warrants, each exercisable for a number of PubCo Common Stock based on the Exchange Ratio for a total of 3,711,653 PubCo\nCommon Stock; and\n\n \n \n \n\n \n●\n3,681,510\nshares of PubCo Common Stock issuable upon exercise of Exchanged Options and restricted stock units denominated in Securitize Common\nStock that were exchanged for restricted stock units denominated in PubCo Common Stock."}