Securitize Corp.

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “ours” and “Securitize” refer to Securitize Corp. (f/k/a Securitize Holdings, Inc.) and its subsidiaries.

In this document the following terms, when capitalized, have the following meanings:

“$,” “USD,” “US$” and “U.S. dollar” each refer to the legal currency of the United States.

“Affiliate(s)” when used with respect to a particular person, means any other person directly or indirectly controlling, controlled by or under common control with such person as of the date on which, or at any time during the period for which, the determination of affiliation is being made, whether through one or more intermediaries or otherwise, and the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Agreement executed at Closing by and among Securitize, the Sponsor and the other parties thereto.

“Assumed RSUs” means any restricted stock units denominated in Old Securitize Common Stock, that were exchanged for restricted stock units denominated in Securitize Common Stock in the Securitize Merger.

“ATS(s)” means alternative trading system.

“BUIDL” means BlackRock USD Institutional Digital Liquidity Fund.

“Business Combination” or “Transactions” means the transactions completed pursuant to the Business Combination Agreement, including (i) the merger of CEPT with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity, and (ii) the merger of Company Merger Sub with and into Old Securitize, with Old Securitize continuing as the surviving entity, whereby SPAC Merger Sub and Old Securitize survived the merger as wholly owned subsidiaries of Securitize.

“Business Combination Agreement” means the Business Combination Agreement, dated as of October 27, 2025, by and among CEPT, Old Securitize, Securitize, Company Merger Sub and SPAC Merger Sub (and as may be amended and/or amended and restated), filed as Exhibit 2.1 hereto.

“Business Combination Marketing Agreement” means the letter agreement, dated May 1, 2025, by and between CF&Co. and CEPT.

“business day(s)” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York and the Cayman Islands are authorized or required by law to close for business.

“Cantor” means Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of the Sponsor and CF&Co. and, prior to the Closing, CEPT.

“CEPT” means Cantor Equity Partners II, Inc., a Cayman Islands exempted company, prior to the consummation of the Business Combination.

“CEPT Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of CEPT.

“CEPT Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of CEPT.

“CEPT Founder Shares” means the 6,000,000 CEPT Class B Ordinary Shares purchased by the Sponsor for $25,000 in a private placement prior to the CEPT IPO.

“CEPT IPO” means the initial public offering of the Public Shares by CEPT which was consummated on May 5, 2025.

“CEPT Merger” means the merger of CEPT with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the CEPT Surviving Subsidiary.

“CEPT Merger Effective Time” means the time on the date of Closing when the CEPT Plan of Merger is registered by the Registrar of Companies of the Cayman Islands in accordance with the Cayman Companies Act (or such other time as specified in the CEPT Plan of Merger).

“CEPT Ordinary Shares” means, collectively, the CEPT Class A Ordinary Shares and the CEPT Class B Ordinary Shares.

“CEPT Plan of Merger” means the plan of merger entered into by SPAC Merger Sub and CEPT.

“CEPT Private Placement” means the sale of the 580,000 CEPT Class A Ordinary Shares to the Sponsor that occurred concurrently with the CEPT IPO.

“CEPT Shareholders” means the holders of CEPT Ordinary Shares.

“CEPT Surviving Subsidiary” means SPAC Merger Sub continuing as the surviving entity after CEPT merges with and into SPAC Merger Sub in the CEPT Merger.

“Certificate of Merger” means the certificate filed the Secretary of State of the State of Delaware to certify the Securitize Merger.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership, the representative of the underwriters in the CEPT IPO and an affiliate of the Sponsor, Cantor and, prior to the Closing, CEPT.

“CFTC” means the Commodity Futures Trading Commission.

“Chapter 11” means 11 U.S.C. §§ 1101 to 1174 in the United States Bankruptcy Code.

“Citi” means Citigroup Global Markets Inc.

“Closing” means the closing of the Transactions.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Merger Sub” means Senna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CEPT.

“Company Surviving Subsidiary” means Old Securitize continuing as the surviving company after Company Merger Sub merges with and into Old Securitize in the Securitize Merger.

“CST” means Continental Stock Transfer & Trust Company, transfer agent of CEPT and trustee of the Trust Account.

“DGCL” means the General Corporation Law of the State of Delaware.

“Directors” means the directors of Securitize from time to time, and each a Director.

“DPW” means Davis Polk & Wardwell LLP.

“DTC” means The Depository Trust Company.

“Earnout Triggering Event” means if, at any time during the five year period following the Closing Date, the volume-weighted average price of Securitize Common Stock exceeds certain price thresholds as described below: (i) one-third of the Securitize Earnout Shares will be issued if the volume-weighted average price of Securitize Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after the Closing, (ii) one-third of the Securitize Earnout Shares will be issued if the volume-weighted average price of Securitize Common Stock exceeds $20.00 for 20 out of any 30 trading days beginning 90 days after Closing, and (iii) one-third of the Securitize Earnout Shares will be issued if the volume-weighted average price of Securitize Common Stock exceeds $25.00 for 20 out of any 30 trading days beginning 90 days after Closing.

“Effective Date” means the date this Registration Statement is effective.

“Effective Time” means the Securitize Merger Effective Time and the CEPT Merger Effective Time.

“ESPP” means the Securitize Corp. Employee Stock Purchase Plan adopted prior to Closing, as amended from time to time.

“ETF(s)” means exchange-traded funds.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchanged Warrants” means certain warrants in Securitize held by J Digital 6 LLC.

“FATCA” means the United States Foreign Account Tax Compliance Act.

“FDIC” means Federal Deposit Insurance Corporation.

“HHR” means Hughes Hubbard & Reed LLP.

“Incentive Plan” means the Securitize Corp. Omnibus Incentive Plan adopted prior to Closing, as amended from time to time.

“Insider Letter” means the letter agreement, dated as of May 2, 2025, by and among CEPT, the Sponsor and the other parties thereto.

“Investment Company Act” means the United States Investment Company Act of 1940.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreement(s)” means the Lock-Up Agreements executed at Closing by the Old Securitize Stockholders.

“Meeting” or the “Special Meeting” means the extraordinary general meeting of CEPT Shareholders held on June 29, 2026 at 10:00 a.m. Eastern Time.

“Mergers” means the CEPT Merger and the Securitize Merger.

“Nasdaq” means The Nasdaq Stock Market LLC.

“NYSE” means the New York Stock Exchange.

“Old Securitize” means Securitize I, Inc. (f/k/a Securitize, Inc.), a Delaware corporation.

“Old Securitize Common Stock” means common stock, par value $0.0001 per share, of Old Securitize, including shares of Class A common stock.

“Old Securitize Preferred Stock” means collectively, Old Securitize’s Series A preferred stock, Series B-1 preferred stock, Series B-2 preferred stock, Series B-3 preferred stock and Series B-4 preferred stock, each series of which has a par value of $0.0001 per share.

“Old Securitize Stockholders” means the stockholders of Old Securitize prior to the Closing.

“Parties” means the parties to the Business Combination Agreement, being CEPT, Old Securitize, Securitize, CEPT Merger Sub and Securitize Merger Sub.

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE Investment” means the proposed issuance and sale by CEPT of the PIPE Shares to the PIPE Investors to occur immediately prior to the CEPT Merger.

“PIPE Investors” means the investors that entered into the PIPE Subscription Agreements with CEPT, Old Securitize and Securitize.

“PIPE Shares” means the 19,782,000 CEPT Class A Ordinary Shares issued by Securitize to the PIPE Investors as part of the Closing.

“PIPE Subscription Agreements” means the Subscription Agreements, dated October 27, 2025, by and among CEPT, Old Securitize and each of the PIPE Investors.

“Post-Combination Founder Shares” means the 6,000,000 shares of Securitize Common Stock received by the Sponsor in connection with the CEPT Merger (after giving effect to the surrender of any CEPT Founder Shares contemplated by the Sponsor Support Agreement and the conversion of such remaining shares into CEPT Class A Ordinary Shares immediately prior to the CEPT Merger).

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 24,000,000 CEPT Class A Ordinary Shares issued in the CEPT IPO.

“Record Date” means May 11, 2026, the record date for the Meeting.

“Redemption Event” means the consummation of an initial business combination, an extension of the Combination Period or CEPT’s liquidation.

“Regulation S-K” means Regulation S-K of the Securities Act.

“Restricted Securities” means the shares of Securitize Common Stock received by each Old Securitize Stockholder as a result of the Lock-Up Agreements.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securitize Merger” means the merger of Company Merger Sub with and into Old Securitize, with Old Securitize continuing as the Company Surviving Subsidiary.

“Securitize Merger Effective Time” means at the time on the date of Closing when the Certificate of Merger had been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL (or such other time as specified in the Certificate of Merger).

“Securitize” means Securitize Corp. (f/k/a Securitize Holdings, Inc.), a Delaware corporation, following the consummation of the Business Combination.

“Securitize Board” means the board of directors of Securitize.

“Securitize Bylaws” means the amended and restated bylaws adopted by Securitize immediately prior to the Closing, a copy of which is attached as exhibit 3.2 to this registration statement.

“Securitize Charter” means the amended and restated certificate of incorporation adopted by Securitize immediately prior to the Closing, a copy of which is attached as exhibit 3.1 to this registration statement.

“Securitize Common Stock” means the shares of common stock, par value $0.0001 per share, of Securitize.

“SPAC Merger Sub” means Pinecrest Merger Sub, a Cayman Islands exempted company.

“Sponsor” means Cantor EP Holdings II, LLC, a Delaware limited liability company, which is 100% owned by Cantor.

“Sponsor Loan” means the promissory note entered into by CEPT in favor of the Sponsor on May 1, 2025, evidencing the loan of up to $1,750,000 committed to CEPT by the Sponsor to fund CEPT’s expenses after the CEPT IPO and prior to a business combination relating to investigating and selecting an acquisition target and other working capital requirements.

“Sponsor Note” means the promissory note entered into by CEPT in favor of the Sponsor on May 1, 2025, evidencing the loan the Sponsor will make to CEPT in connection with the consummation of a Redemption Event, such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated October 27, 2025, by and among Securitize, CEPT, Old Securitize and the Sponsor.

“Trust Account” means the trust account of CEPT that holds the net proceeds of the CEPT IPO and the CEPT Private Placement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 1, 2025, by and between CEPT and CST.

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“Withum” means WithumSmith+Brown, PC.

“Working Capital Loans” means the funds that the Sponsor or an affiliate of the Sponsor, or certain of CEPT’s officers and directors may, but are not obligated to, loan CEPT as may be required if the Sponsor Loan is insufficient to cover the working capital requirements of CEPT.