Securitize Corp.

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding Securitize and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the view of Securitize as of any subsequent date, and Securitize does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

•the failure of Securitize to maintain the listing of its securities on any securities exchange;

•costs related to the Business Combination and as a result of Securitize becoming a public company;

•risks relating to Securitize’s anticipated operations and business, including the highly volatile nature of the price of the industry in which Securitize operates;

•risks related to increased competition in the industries in which Securitize will operate;

•risks that Securitize experiences difficulties managing its growth and expanding operations;

•challenges in implementing Securitize’s business plan, due to operational challenges, significant competition and regulation;

•the outcome of any potential legal proceedings that may be instituted against Securitize,

•our enablement of Tokenized SECZ (as defined herein) and any impact thereof on our common stock, and

While forward-looking statements reflect Securitize’s good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, Securitize disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of prospectus. For a further discussion of these and other factors that could cause Securitize’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.”