Securitize Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-43379

SECURITIZE CORP.

(Exact name of registrant as specified in its charter)

78 SW 7th Street, Suite 500

Miami, FL 33130

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:(646) 918-5012

Securitize Holdings, Inc.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company☒

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of August 13, 2026, a total of 163,265,685 shares of the Registrant’s common stock, par value $0.0001 per share, were issued and outstanding.

EXPLANATORY NOTE

Unless otherwise stated or unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “PubCo,” the “Company,” “we,” “us,” and “our” refer to Securitize Holdings, Inc., a Delaware corporation, with respect to periods prior to the consummation of the Business Combination described below, and to Securitize Corp. (f/k/a Securitize Holdings, Inc.), which is the same Delaware corporation following its renaming on the Closing Date, with respect to periods following such consummation. References to “Old Securitize” refer to Securitize I, Inc. (f/k/a Securitize, Inc.), a Delaware corporation, which was PubCo’s sole stockholder prior to the Business Combination and which became a wholly owned subsidiary of the Company upon the consummation of the Business Combination. PubCo and Old Securitize are, and at all times have been, separate legal entities.

PubCo was incorporated in Delaware on October 17, 2025 as a wholly owned holding company of Old Securitize and was formed for the purpose of facilitating future corporate structuring and financing transactions, including a business combination transaction (the “Business Combination”) among PubCo, Old Securitize, Cantor Equity Partners II, Inc., a Cayman Islands exempted company and special purpose acquisition company (“CEPT”), and certain merger subsidiaries, pursuant to that certain Business Combination Agreement, dated as of October 27, 2025 (the “Merger Agreement”), by and among PubCo, Old Securitize, CEPT, Pinecrest Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of PubCo (designated “SPAC Merger Sub” in the Merger Agreement and referred to herein as “CEPT Merger Sub”), and Senna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CEPT (designated “Company Merger Sub” in the Merger Agreement and referred to herein as “Securitize Merger Sub”). As of June 30, 2026, PubCo was a wholly owned subsidiary of Old Securitize and had not commenced operations.

The Business Combination was consummated on July 1, 2026 (the “Closing Date”), following approval by CEPT’s shareholders at a special meeting held on June 29, 2026, through (i) the merger of CEPT with and into CEPT Merger Sub, with CEPT Merger Sub surviving as a wholly owned subsidiary of PubCo, and (ii) the merger of Securitize Merger Sub with and into Old Securitize, with Old Securitize surviving as a wholly owned subsidiary of PubCo. On the Closing Date, PubCo changed its name to “Securitize Corp.”

This Quarterly Report on Form 10-Q is being filed with respect to the quarterly period ended June 30, 2026, which was before the consummation of the Business Combination. Accordingly, the disclosures herein, including the financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations, describe the financial condition and nominal capitalization of PubCo prior to the completion of the Business Combination. As of June 30, 2026, and prior to the completion of the Business Combination, PubCo had no operations other than those incidental to its formation and matters contemplated by the Merger Agreement, and only nominal capitalization.

Concurrently with the filing of this Quarterly Report on Form 10-Q, the Company will file Amendment No. 1 to its Current Report on Form 8-K, initially filed with the SEC on July 8, 2026 (the “Form 8-K/A”). The Form 8-K/A will include (i) the unaudited condensed consolidated financial statements of Old Securitize as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations of Old Securitize for the three and six months ended June 30, 2026; (iii) the unaudited condensed financial statements of CEPT as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes; and (iv) the unaudited pro forma condensed combined financial information of the Company as of June 30, 2026 and for the six months ended June 30, 2026 and the year ended December 31, 2025. Interested parties should refer to the Form 8-K/A for more information.

For information regarding the combined company following the Business Combination, including the business, management, security ownership and other matters of Securitize Corp., interested parties should refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2026 (the “Super 8-K”).

Separate statements of operations and cash flows have not been presented in the financial statements because the Company has not commenced operations and there were no activities in the Company during the six months ended June 30, 2026 other than those incidental to its formation and the matters contemplated by the Merger Agreement.

SECURITIZE CORP.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026

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