425: Securitize to Go Public via SPAC Merger with CEPT

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, Inc.

Summary

• Securitize, a tokenization platform, will become a publicly-listed company through a business combination with Cantor Equity Partners II, Inc. (CEPT).
• 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.
• An upsized $225 million in committed common stock PIPE financing is included, led by new and existing institutional investors.
• Existing Securitize equity holders, including ARK Invest, BlackRock, and Morgan Stanley Investment Management, will roll 100% of their interests into the combined company.
• Securitize plans to tokenize its own equity, aiming to demonstrate onchain public company processes and trading.
• The transaction is expected to deliver up to approximately $469 million of gross proceeds to Securitize, comprising the $225 million PIPE and $244 million from CEPT's trust account (assuming no redemptions).
• Net proceeds will be used for transaction expenses, working capital, and general corporate purposes, strengthening the balance sheet to accelerate commercial roadmap and customer adoption.
• 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: 9

Explanation: The filing announces a significant business combination at a high valuation, backed by substantial PIPE financing and strong institutional support, positioning the combined entity for leadership in a rapidly growing market with positive financial performance and a clear growth strategy.

Positives

• Securitize is valued at a $1.25 billion pre-money equity value, reflecting strong market confidence.
• Securitize has secured an upsized $225 million in committed common stock PIPE financing from blue-chip institutional investors.
• Existing Securitize equity holders, including major institutions like BlackRock and Morgan Stanley, are rolling 100% of their interests into the combined company, indicating strong belief in future growth.
• The transaction is expected to provide up to $469 million in gross proceeds, significantly strengthening Securitize's balance sheet for growth initiatives.
• Securitize is positioned to capture a massive $19 trillion total addressable market (TAM) for tokenization of real-world assets by 2033.
• The company boasts blue-chip institutional partnerships with BlackRock, Apollo, Hamilton Lane, KKR, and VanEck, having tokenized over $4 billion in assets.
• Securitize operates a comprehensive and fully regulated platform, including SEC-registered transfer agent, broker-dealer, ATS, investor advisor, and fund administration.
• The company has demonstrated strong financial performance with 9x quarterly revenue growth and positive EBITDA.
• Securitize's platform is widely integrated across fifteen major blockchains, DeFi protocols, stablecoin infrastructure, and digital custodians, enhancing liquidity.
• The company plans to tokenize its own equity, showcasing its technology and commitment to onchain finance.
• Regulatory tailwinds, including Project Crypto and the GENIUS Act, are creating a more favorable environment for digital assets and tokenization.

Risks

• The proposed transactions may not be completed in a timely manner or at all, which could adversely affect CEPT's securities price.
• Failure by the parties to satisfy closing conditions, including CEPT shareholder approval or PIPE consummation, could prevent the business combination.
• A high level of redemptions by CEPT's public shareholders could reduce the public float, liquidity, and trading market for the combined company's shares.
• The lack of a third-party fairness opinion in determining whether to pursue the business combination.
• The combined company may fail to obtain or maintain listing of its securities on any securities exchange after closing.
• Significant transaction costs will be incurred, potentially exceeding estimates, and will diminish capital available to the combined company.
• The market price of the combined company's shares could decline significantly or become volatile due to the highly volatile nature of digital asset prices and erratic market movements.
• Shareholders will experience immediate and substantial dilution due to the issuance of shares in the transactions and related financings.
• Tokenized securities are relatively novel assets, exposing the business to significant legal, commercial, regulatory, and technical uncertainty, as the application of laws to tokenized securities is unclear.
• Policymakers are just beginning to consider a regulatory regime for tokenized securities, and the company may be unable to effectively react to new legislation or deregulation.
• Securitize's recent high growth rates may not be indicative of future growth, and future revenue could be harmed if the tokenization market fails to scale as expected.
• The company relies on a small number of institutional partners, and failure to effectively source, acquire, and integrate companies could harm growth.
• Dependence on third-party data hosting and transmission services, with increases in cost or service interruptions potentially impairing platform delivery.
• The introduction of government-issued digital assets (CBDCs) could reduce demand for private-sector digital assets or limit their utility, impacting the market opportunity for tokenized instruments.
• The combined company's holdings may be less liquid than cash and cash equivalents and may not serve as a reliable source of liquidity.
• Unrealized fair-value gains on the combined company's holdings could subject it to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.

Future Outlook

The combined company, Securitize Corp., aims to accelerate its commercial roadmap, scale customer adoption, and unlock key growth opportunities by leveraging the significant capital from the transaction. The strategy focuses on efficient growth within the crypto ecosystem, penetrating the $4 trillion crypto market in the short term, and expanding into the over $400 trillion TradFi market in the medium term. Key growth pillars include continuing to grow AUM by launching new funds and adding utility to tokenized securities, expanding into adjacent activities like fund administration and lending/borrowing, and focusing on tokenization of public securities, including stocks and ETFs, with a target of onboarding approximately 75 public company customers in 2026. The company forecasts continued revenue growth to $69 million in 2025 and $110 million in 2026, with EBITDA reaching $17 million and $32 million, respectively.

Management Comments

• Carlos Domingo, Co-Founder and CEO of Securitize: "This is a defining moment for Securitize and for the future of finance. 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: "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 business combination positions Securitize as the first public securities-focused tokenization infrastructure company, capitalizing on the rapidly growing trend of digitizing real-world assets on blockchains. The tokenization market is projected to reach $19 trillion by 2033, driven by increasing institutional adoption, regulatory clarity (e.g., Project Crypto, GENIUS Act), and the inherent efficiencies of blockchain technology (e.g., fractional ownership, 24/7 trading, instant settlement). Securitize's comprehensive regulatory stack and deep ecosystem integrations place it at the forefront of modernizing capital markets, moving from antiquated, inefficient systems to a more transparent, accessible, and efficient onchain finance model.

Comparison to Industry Standards

• Securitize is recognized as the world's leading platform for tokenizing real-world assets, with over $4 billion in AUM as of October 2025.
• It 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.
• Securitize has partnered with blue-chip financial institutions such as BlackRock, Apollo, KKR, Hamilton Lane, and VanEck.
• The firm tokenized KKR's Health Care Strategic Growth Fund II in 2022, marking the first time a major global investment manager tokenized a fund onchain.
• BlackRock's BUIDL, tokenized by Securitize in 2024, became the largest tokenized real-world asset in the world, growing to $2.9 billion AUM by Q3 2025 and commanding over 30% of the total tokenized treasury market.
• Securitize pioneered the tokenization of equities, starting with Exodus, the first U.S.-registered company to tokenize its common stock, and more recently, FG Nexus for publicly listed companies.
• The company's BUIDL fund's AUM growth from $40 million in Q1 2024 to $2.9 billion in Q3 2025 demonstrates significant market traction compared to traditional treasury funds.

Related Party Transactions

• Cantor Equity Partners II, Inc. is sponsored by an affiliate of Cantor Fitzgerald.
• CEPT's sponsor shares are subject to potential forfeiture and earnout based on redemption levels and share price performance, aligning interests.

Stakeholder Impact

• Shareholders (CEPT): Will receive Pubco common stock in exchange for their Class A ordinary shares. They will experience significant dilution and their investment will be subject to the risks of the combined company.
• Shareholders (Securitize): Existing equity holders will roll 100% of their interests into the combined company, becoming shareholders of the new public entity.
• Investors (PIPE): Will purchase Class A ordinary shares at $10.00 per share, providing capital to the combined entity.
• Employees: The business combination is expected to accelerate the commercial roadmap and scale customer adoption, implying continued or expanded operations.
• Customers: Will benefit from a strengthened balance sheet, enabling Securitize to accelerate its commercial roadmap and scale customer adoption, potentially leading to enhanced services and offerings.
• Regulatory Bodies: The transaction involves extensive SEC filings and regulatory approvals, highlighting the company's commitment to compliance in the evolving digital asset 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 CEPT shareholders 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 after the transaction closes.

Key Dates

Recommendation

The business combination creates the first public securities-focused tokenization infrastructure company, positioning it as a leader in a rapidly expanding $19 trillion market. The significant $1.25 billion pre-money valuation, coupled with a substantial $225 million PIPE from blue-chip investors and 100% rollover from existing institutional shareholders, demonstrates strong market confidence and capital support. Securitize's proven track record, comprehensive regulatory stack, deep institutional partnerships (e.g., BlackRock, Apollo), and impressive financial performance (9x quarterly revenue growth, positive EBITDA) provide a robust foundation for future growth. The strategic focus on both crypto and traditional finance markets, along with regulatory tailwinds, suggests substantial upside potential, making it a strong buy for long-term investors seeking exposure to the tokenization of real-world assets.

Keywords

Tokenization, Real-World Assets, Digital Assets, Blockchain, SECZ, Securitize, Cantor Equity Partners II, CEPT, SPAC, Merger, Business Combination, PIPE, Capital Markets, Fintech, Financial Technology, Asset Management, Broker-Dealer, ATS, Transfer Agent, Nasdaq