8-K: Securitize to Go Public at $1.25B Valuation via SPAC Merger

Securitize, a leading tokenization platform, will become a publicly-listed company at a $1.25 billion pre-money equity valuation through a business combination with Cantor Equity Partners II.

Summary

• Securitize, Inc. and Cantor Equity Partners II, Inc. (CEPT) have entered into a definitive Business Combination Agreement.
• The transaction values Securitize at a $1.25 billion pre-money equity value.
• The combined company will be renamed Securitize Corp. and is expected to trade on Nasdaq under the ticker symbol SECZ.
• The transaction includes an upsized $225 million in committed common stock PIPE financing at $10.00 per share, led by new and existing blue-chip institutional investors.
• The proposed business combination is expected to deliver up to approximately $469 million in gross proceeds to Securitize, assuming no redemptions from CEPT's trust account.
• Existing Securitize equity holders, including ARK Invest, BlackRock, and Morgan Stanley Investment Management, will roll 100% of their interests into the combined company and will be subject to a 180-day lock-up.
• Net proceeds from the transaction will be used for transaction expenses, working capital, and general corporate purposes, strengthening Securitize's balance sheet to accelerate its commercial roadmap and scale customer adoption.
• Securitize plans to tokenize its own equity, aiming to demonstrate how the public company process and trading can move onchain.
• The transaction has been unanimously approved by both companies' boards of directors and is expected to close in the first half of 2026, subject to customary closing conditions and regulatory approvals.

Sentiment

Score: 8

Explanation: The business combination and associated financing are highly positive, positioning Securitize as a leader in a rapidly growing market with strong financial performance and significant future growth potential. The institutional backing and strategic roadmap are strong indicators of future success, despite inherent risks in a nascent industry.

Positives

• Securitize is positioned as the first public securities-focused tokenization infrastructure company.
• The company boasts industry-leading end-to-end tokenization platform capabilities with blue-chip institutional partnerships including BlackRock, Apollo, Hamilton Lane, KKR, and VanEck.
• Secured an upsized $225 million in committed PIPE financing from prominent institutional investors, indicating strong market confidence.
• Existing Securitize equity holders are rolling 100% of their interests into the combined company, demonstrating strong alignment and long-term commitment.
• The company operates a comprehensive and regulated stack, including SEC-registered transfer agent, broker-dealer, ATS, investor advisor, and fund administration.
• Securitize has tokenized over $4 billion in assets, including BlackRock's BUIDL, which became the largest tokenized real-world asset globally.
• Reported strong financial performance with 9x quarterly revenue growth and positive EBITDA in Q1 and Q2 2025.
• Projected a 283% CAGR for revenue and 260% CAGR for EBITDA from 2024A to 2026E, indicating robust future growth expectations.
• Benefiting from regulatory tailwinds in the crypto sector, including initiatives like Project Crypto and increased clarity on digital assets.
• The company is well-integrated within the digital asset ecosystem, supporting 15 major blockchains and connected to leading DeFi protocols and custodians.

Risks

• The Proposed Transactions may not be completed in a timely manner or at all, which could adversely affect CEPT's securities price.
• Failure to realize the anticipated benefits of the Proposed Transactions.
• The level of redemptions by CEPT's public shareholders could reduce the public float and liquidity of the combined company's shares.
• The absence of a third-party fairness opinion in determining whether to pursue the Business Combination.
• Failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing.
• Significant transaction costs may exceed current estimates and expectations, diminishing available capital.
• Changes in business, market, financial, political, and regulatory conditions could adversely affect operations.
• The highly volatile nature of digital asset prices poses a risk to Pubco's anticipated operations and business.
• Increased competition in the industries in which Pubco will operate.
• Significant legal, commercial, regulatory, and technical uncertainty regarding digital assets and tokenization.
• Risks related to the treatment of digital assets for U.S. and foreign tax purposes.
• Difficulties in managing growth and expanding operations after the consummation of the Proposed Transactions.
• Challenges in implementing Pubco's business plan due to operational challenges, significant competition, and regulation.
• Risk of being considered a shell company by any stock exchange or the SEC, impacting listing ability and reliance on certain rules.
• The outcome of any potential legal proceedings instituted against Pubco, Securitize, CEPT, or others following the announcement.
• CEPT's sponsor, directors, and officers may have potential conflicts of interest in recommending the Transactions.
• CEPT's shareholders will experience significant dilution as a consequence of the Transactions and related financings.
• An active trading market for the combined company's securities may not be available on a consistent basis.
• No current plans for the combined company to pay cash dividends for the foreseeable future.
• The combined company may be unable to obtain additional financing to fund its operations or growth.
• The combined company's management team is expected to have limited experience managing and operating a U.S. public company.
• Tokenized securities are relatively novel assets, exposing the business to significant legal, commercial, regulatory, and technical uncertainty.
• The application of state and federal securities laws and other regulations to tokenized securities is unclear in certain respects.
• Securitize's recent growth rates may not be indicative of future growth.
• Future revenue and operating results will be harmed if the tokenization market fails to scale as expected.
• Reliance on a small number of institutional partners.
• Cyberattacks, security breaches, or other unauthorized access or interruptions to information technology systems.
• Dependence on third-party data hosting and transmission services.
• The introduction of government-issued digital assets (CBDCs) could reduce the need or demand for private-sector digital assets.
• The combined company's holdings may be less liquid than cash and cash equivalents.
• The status and regulatory treatment of digital assets or certain tokenized instruments remain uncertain.

Future Outlook

Securitize plans to accelerate its commercial roadmap, scale customer adoption, and unlock key growth opportunities. The strategy focuses on efficient growth within the crypto ecosystem, aiming to penetrate the $4 trillion crypto market in the short term, while preparing for expansion into the over $400 trillion traditional finance (TradFi) market in the medium term. Future plans include growing Assets Under Management (AUM) by launching new funds with existing and new asset managers, adding more utility to tokenized securities, and offering tokenized public securities. The company also intends to expand into adjacent activities such as fund administration, lending and borrowing through DeFi integrations, and transaction-based revenues, alongside launching higher-margin products and growing its TradFi user base.

Management Comments

• Carlos Domingo, Co-Founder and CEO of Securitize, stated: "We founded this company with a mission to democratize capital markets by making them more accessible, transparent, and efficient through tokenization. This is the next chapter in making financial markets operate at the speed of the internet and is another step in our mission to bring the next generation of finance onchain and tokenize the world."
• Brandon Lutnick, Chairman and CEO of Cantor Fitzgerald and Chairman of Cantor Equity Partners II, commented: "We believe that blockchain technology has massive potential to transform finance, and partnering with Securitize underscores our confidence in tokenization as a foundational force in the next era of capital markets."

Industry Context

This announcement positions Securitize as the first public securities-focused tokenization infrastructure company, capitalizing on the rapidly expanding market for tokenizing real-world assets (RWAs). The move aligns with broader industry trends towards digitizing traditional investments on blockchains to enhance efficiency, transparency, and accessibility. Securitize's existing partnerships with major financial institutions like BlackRock and Apollo demonstrate increasing institutional adoption of blockchain technology in finance. The filing highlights significant regulatory tailwinds, including initiatives like Project Crypto and efforts to provide regulatory clarity for digital assets, which are expected to further accelerate market growth and adoption.

Comparison to Industry Standards

• Securitize is identified as the 'worlds leading platform' for tokenizing real-world assets as of October 2025.
• The company is the 'first public securities-focused tokenization infrastructure company'.
• Securitize is the 'only vertically integrated tokenization provider with SEC-registered entities across a transfer agent, broker-dealer, alternative trading system (ATS), investor advisor and fund administration'.
• BlackRock's BUIDL fund, tokenized by Securitize in 2024, became the 'largest tokenized real-world asset in the world'.
• KKR's Health Care Strategic Growth Fund II, tokenized by Securitize in 2022, marked the 'first time a major global investment manager tokenized a fund onchain'.
• Securitize has pioneered the tokenization of equities, including Exodus, the 'first U.S.-registered company to tokenize its common stock'.
• The company commands the highest market share in tokenized treasuries with BlackRock's BUIDL and VanEck's Vbill.
• Securitize holds over 30% market share in tokenized funds with 14 products.
• Analyst predictions for the RWA tokenization market project significant growth, with estimates ranging from $2 trillion by 2030 (McKinsey) to $19 trillion by 2033 (BCG and Ripple) and $30 trillion by 2034 (Standard Chartered).

Stakeholder Impact

• **Shareholders (CEPT)**: Will receive Pubco common stock in exchange for their Class A ordinary shares, subject to potential dilution and lock-up periods. They will vote on the Business Combination.
• **Shareholders (Securitize)**: Will roll 100% of their interests into Pubco common stock, demonstrating long-term commitment, and will be subject to a lock-up period.
• **PIPE Investors**: Will become shareholders of the combined public entity, participating in the growth of a leading tokenization platform.
• **Customers (Issuers)**: Will benefit from Securitize's enhanced platform, expanded reach, streamlined capital raising processes, and increased liquidity for tokenized assets.
• **Customers (Investors)**: Will gain greater access to private markets, increased transparency, and improved liquidity through tokenized assets.
• **Employees**: The existing management team of Securitize will lead the combined company, and the growth strategy implies potential for expansion and new hires.
• **Regulatory Bodies**: The SEC will be involved in reviewing the S-4 filing and ongoing compliance, as the company operates in a highly regulated and evolving space.

Next Steps

• Pubco and Securitize intend to file a Registration Statement on Form S-4 with the SEC, including a preliminary proxy statement of CEPT and a prospectus.
• The definitive proxy statement and other relevant documents will be mailed to shareholders of CEPT for voting on the Business Combination.
• The transaction is expected to close in the first half of 2026, subject to customary closing conditions and regulatory approvals.
• Securitize plans to tokenize its own equity as an industry first.
• Expansion of the broker-dealer license into custody and dealer activity in the U.S. is planned.
• Pending approval for a Trading and Settlement System (TSS) in the European Union.
• Exploring partnerships and/or acquiring licenses in Singapore and the United Arab Emirates.
• Registering as an Investment Adviser (RIA) in Q4 2025.
• Launch new funds with existing and new asset managers.
• Add more utility to tokenized securities to fuel usage.
• Offer tokenized public securities.
• Expand into adjacent activities such as fund administration, lending and borrowing through DeFi integrations, and transaction-based revenues.
• Launch higher-margin products and grow the TradFi user base with crypto SMA products.
• Develop a tokenized CLO product with a large U.S. bank.
• Develop a tokenized bond product in partnership with an investment bank.
• Develop a tokenized version of a well-known asset manager that is retail available.
• Develop a tokenized public equity of an Ethereum treasury company.
• Enter into agreements with the largest U.S. transfer agents to collaborate on the tokenization of public equities.
• Develop a retail version of a credit fund.

Key Dates

Recommendation

The business combination positions Securitize as a first-mover in the rapidly expanding tokenization of real-world assets, a market projected to reach $19 trillion by 2033. The company demonstrates strong financial performance with 9x quarterly revenue growth and positive EBITDA, supported by blue-chip institutional partnerships and a comprehensive, regulated platform. The $1.25 billion pre-money valuation and $225 million PIPE financing provide substantial capital for accelerated growth. While risks associated with a nascent industry and regulatory uncertainty exist, Securitize's established market leadership, vertical integration, and strategic roadmap for both crypto and traditional finance markets present a compelling long-term investment opportunity.

Keywords

Tokenization, Real-World Assets, Digital Assets, Blockchain, SECZ, Securitize, SPAC Merger, Capital Markets, Fintech, Institutional Investors, Nasdaq, Crypto, Asset Management