SCHEDULE: Blockchain Capital Files 13D for Securitize Corp. Stake

Blockchain Capital entities and individuals report beneficial ownership of 9,831,423 shares, representing 6.0% of Securitize Corp. common stock following a business combination.

Summary

• This filing is a Schedule 13D, indicating beneficial ownership of Securitize Corp. common stock by several Blockchain Capital entities and individuals, including W. Bradford Stephens and P. Bartlett Stephens.
• The reporting persons collectively beneficially own 9,831,423 shares of common stock, representing 6.0% of the class.
• These shares were acquired on July 1, 2026, as consideration in a business combination involving Securitize, Inc. (Old Securitize) and Cantor Equity Partners II, Inc.
• The reporting persons have entered into a joint filing agreement, a shareholder support agreement, and lock-up agreements related to their holdings.
• W. Bradford Stephens is a director of Securitize Corp. and may influence corporate activities.
• The reporting persons intend to review their investment and may purchase or dispose of securities based on market conditions and the Issuer's performance.
• The lock-up period for the restricted securities is 180 days from the closing date, with provisions for early release if the stock price reaches certain thresholds ($15.00, $17.50, $20.00).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily representing a disclosure of existing ownership stakes post-business combination rather than new strategic initiatives or performance indicators.

Positives

• Significant stake (6.0%) acquired in Securitize Corp. through a business combination.
• W. Bradford Stephens's directorship provides potential influence over corporate strategy.
• Lock-up agreement with early release provisions tied to stock price performance suggests confidence in future valuation.
• Registration rights agreement ensures the ability to register shares for resale, providing liquidity options.

Negatives

• The reporting persons have not effected any transactions in Common Stock during the past 60 days, other than those disclosed in relation to the business combination.
• The lock-up agreement imposes transfer restrictions for 180 days, limiting immediate liquidity for a portion of the holdings.

Risks

• Potential for future stock sales by the reporting persons could impact share price.
• The reporting persons may engage in discussions that could lead to changes in the Issuer's business, operations, governance, or control.
• The value of the investment is subject to the performance of Securitize Corp. and general market conditions.

Future Outlook

The reporting persons intend to review their investment on a continuing basis and may purchase additional securities or dispose of their current holdings depending on their evaluation of the Issuer's business, prospects, financial condition, market conditions, and other developments. They may also engage in discussions with management and other stakeholders regarding the Issuer's business, operations, governance, or control.

Management Comments

• W. Bradford Stephens, as a director of the Issuer, may have influence over the corporate activities of the Issuer.
• The reporting persons may, at any time and from time to time, participate in discussions concerning, formulate or review plans or proposals that may result in actions described in Item 4 of Schedule 13D.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing by Blockchain Capital signifies a significant investment in the digital asset and fintech infrastructure space, aligning with broader industry trends of consolidation and the maturation of companies involved in tokenization and digital securities.

Management Changes

Stakeholder Impact

• Shareholders: The acquisition of a significant stake by Blockchain Capital and the subsequent lock-up and registration rights may influence market dynamics and future share availability.
• Management and Board: W. Bradford Stephens's directorship indicates potential for active engagement in corporate governance and strategic decisions.
• Other Securityholders: The registration rights agreement ensures that other RRA parties, including the reporting persons, have mechanisms to register their shares for resale, potentially increasing liquidity in the market.

Next Steps

• The reporting persons will continue to review their investment in Securitize Corp.
• The reporting persons may engage in discussions with management and other stakeholders.
• The lock-up restrictions on shares will expire 180 days from the Closing Date, with potential early release provisions.
• The Issuer is obligated to file a shelf registration statement within 30 days of the business combination and have it declared effective within 90 days (or sooner if not reviewed).

Key Dates

Keywords

Schedule 13D, Securitize Corp., Blockchain Capital, Beneficial Ownership, Common Stock, Business Combination, Lock-up Agreement, Registration Rights, W. Bradford Stephens, P. Bartlett Stephens