{"url_path":"/sec/secz/8-k/2026-07-08/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 (f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as CEPT was immediately before","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":2919,"has_tables":true,"body_markdown":"** **\n\nItem\n2.01(f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as CEPT was immediately before\nthe Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general\nform for registration of securities on Form 10. Accordingly, PubCo, as the successor registrant to CEPT, is providing the information\nbelow that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the\ncombined company after the consummation of the Business Combination unless otherwise specifically indicated or the context otherwise\nrequires.\n\n \n\n**Forward-Looking\nStatements**\n\n** **\n\nPubCo\nmakes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. Forward-looking\nstatements include, but are not limited to, statements regarding PubCo and its management team’s expectations, hopes, beliefs,\nintentions or strategies regarding the future, and statements that are not historical facts, including statements about the Business\nCombination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,\nincluding any underlying assumptions, are forward-looking statements.\n\n \n\nWhen\nused in this Current Report on Form 8-K, the words “anticipate,” “believe,” “continue,” “could,”\n“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”\n“potential,” “predict,” “project,” “should,” “would” and similar expressions\nmay identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.\n\n \n\nThese\nforward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations,\nforecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements in this\nCurrent Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing PubCo’s\nviews as of any subsequent date, and PubCo does not undertake any obligation to update forward-looking statements to reflect events or\ncircumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required\nunder applicable securities laws.\n\n \n\nAs\na result of a number of known and unknown risks and uncertainties, the actual results or performance of PubCo may be materially different\nfrom those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:\n\n \n\n●failure\nto realize the anticipated benefits of the Business Combination;\n\n \n\n●the\nfailure of PubCo to maintain the listing of its securities on any securities exchange after\nthe Closing;\n\n \n\n●costs\nrelated to the Business Combination and as a result of PubCo becoming a public company;\n\n \n\n●changes\nin business, market, financial, political and regulatory conditions;\n\n \n\n●risks\nrelating to PubCo’s anticipated operations and business, including the highly volatile\nnature of the price of the industry in which PubCo operates;\n\n \n\n●risks\nrelated to increased competition in the industries in which PubCo will operate;\n\n \n\n●risks\nthat after the Closing, PubCo experiences difficulties managing its growth and expanding\noperations;\n\n \n\n●challenges\nin implementing PubCo’s business plan, due to operational challenges, significant competition\nand regulation;\n\n \n\n●the\noutcome of any potential legal proceedings that may be instituted against PubCo, and\n\n \n\n●other\nrisks and uncertainties described in this Current Report on Form 8-K, including those under\nthe section entitled “Risk Factors.”\n\n \n\n4\n\n \n\n \n\n**Business\nand Properties**\n\n** **\n\nThe\nbusiness and properties of CEPT and Securitize prior to the Business Combination are described in the Proxy Statement/Prospectus in the\nsections titled “*Information About CEPT*” and “*Business of Securitize*” beginning on pages 177 and\n199, respectively, of the Proxy Statement/Prospectus, and such descriptions are incorporated herein by reference.\n\n \n\nPubCo’s\ninvestor relations website is located at https://securitize.io/about-us/investor-relations. PubCo uses its investor relations website\nto post important information for investors, including news releases, analyst presentations, and supplemental financial information,\nand as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly,\ninvestors should monitor PubCo’s investor relations website, in addition to following press releases, SEC filings and public conference\ncalls and webcasts. PubCo will also make available, free of charge, on its investor relations website under “SEC Filings,”\nits Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon\nas reasonably practicable after electronically filing or furnishing those reports to the SEC.\n\n \n\n**Risk\nFactors**\n\n** **\n\nThe\nrisks associated with PubCo’s business are described in the Proxy Statement/Prospectus in the section titled “*Risk Factors*”\nbeginning on page 33 of the Proxy Statement/Prospectus, and such description is incorporated herein by reference.\n\n \n\n**Selected\nHistorical Financial Information**\n\n** **\n\nThe\nselected historical consolidated and financial information and other data for the three months ended March 31, 2026 and 2025 and the\nyears ended December 31, 2025 and 2024 for Securitize are included in the section titled “*Summary Historical Financial Information\nof Securitize*” beginning on page 27 of the Proxy Statement/Prospectus and are incorporated herein by reference.\n\n \n\n**Unaudited\nConsolidated Financial Statements**\n\n** **\n\nThe\nunaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025 of Securitize have\nbeen prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC and are included\nin the Proxy Statement/Prospectus beginning on page F-47 of the Proxy Statement/Prospectus, and such financial statements are incorporated\nherein by reference.\n\n \n\nThese\nunaudited consolidated financial statements should be read in conjunction with the historical audited financial statements of Securitize\nas of and for the years ended December 31, 2025 and 2024 and the related notes included in the Proxy Statement/Prospectus beginning on\npage F-77 of the Proxy Statement/Prospectus, which are incorporated herein by reference.\n\n \n\n**Unaudited\nPro Forma Condensed Combined Financial Information**\n\n** **\n\nThe\nunaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the three months ended March 31, 2026\nand for the year ended December 31, 2025 is included as Exhibit 99.1 hereto and are incorporated herein by reference\n\n \n\n**Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations**\n\n** **\n\nManagement’s\nDiscussion and Analysis of Financial Condition and Results of Operations of Securitize is included in the Proxy Statement/Prospectus\nin the section titled “*Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations*”\nbeginning on page 212 of the Proxy Statement/Prospectus and is incorporated herein by reference.\n\n \n\n5\n\n \n\n \n\n**Directors\nand Executive Officers**\n\n** **\n\nInformation,\nincluding biographical information, with respect to PubCo’s directors and executive officers after the Closing is included in the\nProxy Statement/Prospectus in the section titled “*Management after the Business Combination*” beginning on page 239\nof the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n \n\n**Executive\nCompensation**\n\n** **\n\nInformation\nwith respect to the historical compensation of PubCo’s executive officers is included in the Proxy Statement/Prospectus in the\nsection titled “*Executive Compensation*” beginning on page 245 of the Proxy Statement/Prospectus, which is incorporated\nherein by reference.\n\n \n\n**Non-Employee\nDirector Compensation**\n\n** **\n\nInformation\nwith respect to the historical compensation of the non-employee members of PubCo’s board of directors (the “**Board**”)\nis included in the Proxy Statement/Prospectus in the section titled “*Executive Compensation—Compensation of our Directors*”\nbeginning on page 249 of the Proxy Statement/Prospectus, which is incorporated herein by reference\n\n \n\n**Committees\nof the Board**\n\n** **\n\nEffective\nas of as of the Effective Time, the standing committees of the Board consist of an audit committee, a compensation committee and a nominating\nand corporate governance committee (collectively, the “**Board Committees**”). Each of the Board Committees reports\nto the Board. Additionally, information with respect to the Board Committees is included in the Proxy Statement/Prospectus in the section\ntitled “*Management After the Business Combination— Committees of the Board of Directors*” beginning on page 242\nof the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n \n\n**Security\nOwnership of Certain Beneficial Owners and Management**\n\n** **\n\nThe\nfollowing table sets forth information regarding the beneficial ownership of shares of PubCo Common Stock as of the Closing Date, by:\n\n \n\n \n●\neach\nperson known by PubCo to be the beneficial owner of more than 5% of PubCo Common Stock;\n\n \n \n \n\n \n●\neach\nof PubCo’s named executive officers and directors; and\n\n \n \n \n\n \n●\nall\nof PubCo’s executive officers and directors as a group.\n\n \n\nBeneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently\nexercisable or exercisable within 60 days. This table is based upon information supplied by officers, directors and principal stockholders\nand Schedules 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws\nwhere applicable, PubCo believes that all persons named in the table have sole voting and investment power with respect to all shares\nof PubCo’s common stock beneficially owned by them. The beneficial ownership percentages set forth in the table below are based\nupon approximately 163,218,683 shares of PubCo Common Stock issued and outstanding as of the Closing Date.\n\n \n\n6\n\n \n\n \n\nName and Address of\nBeneficial Owner \nNumber of Shares\nof PubCo\nCommon Stock  \nPercentage of PubCo\nCommon Stock\nOutstanding \n\n**Directors and Officers**(1) \n    \n   \n\nCarlos Domingo(2) \n 9,016,960  \n 5.4%\n\nFrancisco Flores \n 261,081  \n *\n\nBilly Miller \n 225,530  \n *\n\nBrett Redfearn \n 222,197  \n * \n\nTal Elyashiv \n —  \n —\n\nRebecca Macieria-Kaufmann \n —  \n — \n\nSunil Sabharwal \n —  \n — \n\nManuel Sanchez Rodriguez \n —  \n — \n\nBrad Stephens(3) \n 9,831,423  \n 6.0%\n\nAll directors and executive officers of PubCo as a group post-Business Combination (9 individuals) \n 19,557,191  \n 11.7%\n\nOther 5% Shareholders \n    \n   \n\nBlockchain Capital(4) \n 9,831,423  \n 6.0%\n\nHanwha(5) \n 15,689,509  \n 9.6%\n\n \n\n \n\n*\nLess than one percent.\n\n(1)\nUnless\notherwise noted, the business address of each of the following entities or individuals is c/o 78 SW 7th Street, Suite 500, Miami,\nFL 33130.\n\n(2)\nConsists\nof: (a) 88,878 shares of common stock held by Domingo Dynasty LLC (the “Domingo Trust”), (b) 88,878 shares of common\nstock held by CD Dynasty LLC (the “CD Trust”), (c) 888,879 shares of common stock held by AD Dynasty LLC (the “AD\nTrust”), (d) 88,878 shares of common stock held by MD Dynasty LLC (the “MD Trust”) and (e) 88,878 shares\nof common stock held by OD Dynasty LLC (the “OD Trust” and collectively with the Domingo Trust, CD Trust, AD Trust and\nMD Trust, the “Trusts”). The investment manager of each of the Trusts is Carlos Domingo and the administrative manager\nof each of the Trusts is Luis Duran. Carlos Domingo has sole voting power with respect to the securities held by the Trusts.\n\n(3)\nConsists\nof shares held by entities affiliated with Blockchain Capital identified in footnote (4) below.\n\n(4)\n\nConsists\nof: (a) 1,613,818 shares of common stock held by Blockchain Capital III Digital Liquid Venture Fund, LP, (b) 6,848,022 shares of\ncommon stock held by Blockchain Capital IV, LP and (c) 1,369,583 shares of common stock held by Blockchain Capital Parallel IV, LP\n(Blockchain Capital III Digital Liquid Venture Fund, LP, Blockchain Capital IV, LP and Blockchain Capital Parallel IV, LP,\ncollectively the “Blockchain Capital Funds”). The general partner of each of the Blockchain Capital Funds is BC III DLVF\nGP, LLC or Blockchain Capital IV GP, LLC, as applicable (the “Blockchain GP Entities”). The managing member of each\nBlockchain GP Entity is Blockchain Capital, LLC. Blockchain Capital, LLC is jointly managed by Brad Stephens and P. Bartlett\nStephens, who share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds. Accordingly,\nMessrs. Stephens may be deemed to have indirect voting and dispositive power over the securities held by the Blockchain Capital\nFunds. Messrs. Stephens disclaim beneficial ownership of such securities except to the extent of his pecuniary interest therein. The\naddress for Blockchain Capital, LLC is 600 Montgomery St, Fl 35, San Francisco, CA, 94111.\n\n(5)\nConsists\nof: (a) 9,633,291 shares of common stock held by Hanwha Lifestyle Private Fund 2, (b) 5,056,218 shares of common stock held by H\nFoundation Pte. Ltd. (“H Foundation “) and (c) 1,000,000 shares of common stock held by Hanwha Investment & Securities\nCo., Ltd. (“Hanwha Investment & Securities”). Hanwha Asset Management Co., Ltd. (“Hanwha Asset Management”)\nis the investment manager of Hanwha Lifestyle Private Fund 2 and makes all substantive decisions with respect to the fund. Voting\nand dispositive decisions regarding such shares are made by Hanwha Asset Management through its applicable internal governance and\napproval procedures and, as a result, no individual member of Hanwha Asset Management’s board of directors, officer or employee,\nacting alone, has the ability to exercise voting or dispositive power regarding such shares. The membership of Hanwha Asset Management’s\nboard of directors is subject to change from time to time. Each such individual disclaims beneficial ownership of such shares. The\naddress for Hanwha Asset Management is 50, 63-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, (07345). Voting and dispositive decisions\nregarding such shares held by H Foundation are made by H Foundation’s board of directors upon a recommendation by management,\nacting by majority vote and, as a result, no individual member of H Foundation’s board of directors acting alone has the ability\nto exercise voting or dispositive power regarding such shares. The membership of H Foundation’s board of directors is subject\nto change from time to time. Each of the members of H Foundation’s board of directors disclaims beneficial ownership of such\nshares. The address for H Foundation is 111 Somerset Road #06-01H, 111 Somerset Singapore (233164). Voting and dispositive decisions\nregarding such shares held by Hanwha Investment & Securities are made by Hanwha Investment & Securities’ board of directors\nupon a recommendation by management, acting by majority vote and, as a result, no individual member of Hanwha Investment & Securities’\nboard of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of\nHanwha Investment & Securities’ board of directors is subject to change from time to time. Each of the members of Hanwha\nInvestment & Securities’ board of directors disclaims beneficial ownership of such shares. The address for Hanwha Investment\n& Securities is 56, Yeoui-daero, Yeongdeungpo-gu, Seoul, Republic of Korea (07325).\n\n \n\n7\n\n \n\n \n\n**Certain\nRelationships and Related Business Combination**\n\n** **\n\nCertain\nrelationships and related party transactions are described in the Proxy Statement/Prospectus in the sections titled “*Certain\nCEPT Relationships and Related Party Transactions*” and “*Certain Securitize Relationships and Related Party Transactions*”\nbeginning on pages 254 and 258, respectively, of the Proxy Statement/Prospectus and such descriptions are incorporated herein by reference.\n\n \n\n**Legal\nProceedings**\n\n** **\n\nInformation\nabout legal proceedings is set forth in the Proxy Statement/Prospectus in the section titled “*Legal Proceedings*” on page\n211 of the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n \n\n**Market\nPrice of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters**\n\n** **\n\n**Market\nInformation and Holders**\n\n** **\n\nCEPT\nClass A Ordinary Share and warrants were historically quoted on the Nasdaq Global Market (“**Nasdaq**”) under the\nsymbols “CEPT.” On July 1, CEPT requested that Nasdaq suspend trading of CEPT Class A Ordinary Shares, effective July 1,\n2026 and filed with the SEC a Form 25 to delist CEPT Class A Ordinary Shares. On July 2, PubCo Common Stocks started trading on the New\nYork Stock Exchange (“**NYSE**”) under the trading symbol “SECZ.”\n\n \n\nAs\nof the Closing Date and following the completion of the Business Combination, PubCo had 163,218,683 shares of the PubCo Common Stock\nissued and outstanding held of record by 152 holders, and 835,216 Warrants outstanding held of record by 1 holder.\n\n \n\n**Dividends**\n\n** **\n\nPubCo\nhas not paid dividends on the PubCo Common Stock to date. The payment of cash dividends in the future will be within the discretion of\nthe Board and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions\nand other factors that the Board may deem relevant. It is the present intention of the Board to retain all earnings, if any, for use\nin PubCo’s business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.\n\n \n\n**Recent\nSales of Unregistered Securities**\n\n** **\n\nInformation\nabout recent sales of unregistered securities is set forth in the Proxy Statement/Prospectus in the section titled “*Recent Sales\nof Unregistered Securities*” on page 211 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Reference\nis also made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by\nPubCo of certain unregistered securities, which is incorporated herein by reference.\n\n \n\n**Description\nof PubCo’s Securities**\n\n** **\n\n**PubCo\nCommon Stock**\n\n** **\n\nA\ndescription of the PubCo Common Stock is included in the Proxy Statement/Prospectus in the section titled “*Description of Securities—Authorized\nand Outstanding Stock*” beginning on page 260 of the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n \n\n**Preferred\nStock**\n\n** **\n\nA\ndescription of PubCo’s Preferred Stock is included in the Proxy Statement/Prospectus in the section titled “*Description\nof Securities—Preferred Stock*” beginning on page 261 of the Proxy Statement/Prospectus, which is incorporated herein\nby reference.\n\n \n\n8\n\n \n\n \n\n**Indemnification\nof Directors and Officers**\n\n** **\n\nIn\nconnection with the Business Combination, PubCo entered into indemnification agreements with each of its directors and executive officers.\nThese indemnification agreements provide such directors and executive officers with contractual rights to indemnification and expense\nadvancement.\n\n \n\nThe\nforegoing summary is qualified in its entirety by reference to the text of the form of Indemnification Agreement, a copy of which is\nattached hereto as Exhibit 10.4 and incorporated herein by reference.\n\n \n\n**Financial\nStatements and Supplementary Data**\n\n** **\n\nReference\nis made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning PubCo’s consolidated financial\nstatements and supplementary data.\n\n \n\n**Financial\nStatements and Exhibits**\n\n** **\n\nThe\ninformation set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference."}