CEPT 8-K
Cantor Equity Partners II, Inc. (CEPT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October
28, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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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.
Item 7.01 Regulation FD Disclosure
On October 27, 2025, Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), and Securitize, Inc., a Delaware corporation (“Securitize”), issued a press release announcing that they had entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of October 27, 2025, with Securitize Holdings, Inc., a Delaware corporation (“Pubco”), Pinecrest Merger Sub, a Cayman Islands exempted company (“CEPT Merger Sub”) and Senna Merger Sub, Inc., a Delaware corporation (“Securitize Merger Sub”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby, (a) CEPT will merge with and into CEPT Merger Sub, with CEPT Merger Sub continuing as the surviving entity (the “CEPT Merger”), and with (i) CEPT shareholders holding Class B ordinary shares, par value $0.0001 per share, of CEPT (“Class B ordinary shares”), receiving one Class A ordinary share, par value $0.0001 per share, of CEPT (the “Class A ordinary shares”), for each Class B ordinary share held by such shareholder immediately prior to the CEPT Merger (other than certain Class B ordinary shares which are being cancelled in the Mergers), and (ii) immediately thereafter, CEPT shareholders holding Class A ordinary shares receiving one share of common stock, par value $0.0001 per share, of Pubco (“Pubco common stock”) for each Class A ordinary share held by such shareholder at the time of the CEPT Merger (other than any Class A ordinary shares being redeemed), and (b) Securitize Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving entity (the “Securitize Merger”, and together with the CEPT Merger, the “Mergers”), and Securitize stockholders receiving shares of Pubco common stock in exchange for their Securitize shares. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), CEPT Merger Sub and Securitize will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.
Contemporaneously with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) have agreed to make a private investment in CEPT by purchasing Class A ordinary shares in the aggregate amount of $225 million for $10.00 per share (the “PIPE” and together with the proposed Business Combination, the “Proposed Transactions”), pursuant to subscription agreements for the PIPE entered into with CEPT, Pubco and Securitize. The net proceeds from the PIPE will be used by Pubco for transaction expenses, working capital and general corporate purposes. Pubco, Securitize and CEPT may seek to raise additional funds through private placement transactions, including PIPE transactions, or other forms of capital raising. There can be no assurance as to whether, when or on what terms any such future financings may be conducted.
Attached as Exhibit 99.2 and incorporated into this Item 7.01 by reference herein is the investor presentation for the PIPE, which investor presentation will be used by CEPT, Pubco and Securitize with respect to the Proposed Transactions.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CEPT under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 or 99.2.
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Additional Information and Where to Find It
Pubco and Securitize intend to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of CEPT and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Proposed Transactions. The definitive proxy statement and other relevant documents will be mailed to shareholders of CEPT as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. CEPT and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This Current Report on Form 8-K (this “Report”) does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEPT AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEPT’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPT, PUBCO, SECURITIZE AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEPT and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners II, Inc., 110 East 59th Street, New York, NY 10022; e-mail: [email protected], or upon written request to Securitize, Inc., via email at [email protected], respectively.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The Class A ordinary shares to be issued in the PIPE have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Participants in the Solicitation
CEPT, Pubco, Securitize and their respective directors, executive officers, and certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEPT’s shareholders in connection with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions and their ownership of CEPT’s securities are, or will be, contained in CEPT’s filings with the SEC, including CEPT’s prospectus filed on May 2, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from CEPT’s shareholders in connection with the Proposed Transactions, including the names and interests of CEPT’s, Pubco’s and Securitize’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by Pubco, Securitize and CEPT, as applicable, with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This Report and the information contained herein are for informational purposes only and are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEPT or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
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Forward-Looking Statements
This Report contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving Pubco, Securitize and CEPT, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Pubco, Securitize, CEPT and the Proposed Transactions and statements regarding the anticipated benefits and timing of the completion of the Proposed Transactions, the assets held by Pubco and Securitize, Pubco’s listing on any securities exchange, the macro and political conditions surrounding digital assets, the planned business strategy, plans and use of proceeds, objectives of management for future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investors, Pubco’s plan for value creation and strategic advantages, market size and growth opportunities, investor benefits, regulatory conditions, competitive position, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of closing conditions to the Proposed Transactions and the level of redemptions of CEPT’s public shareholders, and Pubco’s and Securitize’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEPT’s securities; the risk that the Proposed Transactions may not be completed by CEPT’s business combination deadline; the failure by the parties to the Business Combination Agreement to satisfy the conditions to the consummation of the Business Combination, including the approval of CEPT’s shareholders, or the consummation of the PIPE; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of CEPT’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares or the shares of common stock of Pubco; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of digital assets; risks related to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets and tokenization; risks relating to the treatment of digital assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions, Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing Pubco’s business plan (including expanding and/or growing its advisory services business) due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Pubco’s common stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco’s common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Pubco, Securitize, CEPT or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that Pubco and/or CEPT filed, or that will be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of CEPT dated as of May 1, 2025 and filed by CEPT with the SEC on May 2, 2025, CEPT’s Quarterly Reports on Form 10-Q, CEPT’s Annual Report on Form 10-K and the Registration Statement that will be filed by Pubco and Securitize and the Proxy Statement/Prospectus contained therein, and other documents filed by CEPT and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that CEPT, Securitize and Pubco do not presently know, or that CEPT, Securitize and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of CEPT, Securitize or Pubco assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of CEPT, Securitize or Pubco gives any assurance that any of CEPT, Securitize or Pubco will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by CEPT, Securitize or Pubco or any other person that the events or circumstances described in such statement are material.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 28, 2025. | |
| 99.2 | Form of Investor Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 28, 2025
| CANTOR EQUITY PARTNERS II, INC. | ||
| By: | /s/ Brandon Lutnick | |
| Name: | Brandon Lutnick | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Securitize, the Leading Tokenization Platform, to Become a Public Company at $1.25B Valuation via Business Combination With Cantor Equity Partners II
| ● | Establishes the first public securities-focused tokenization infrastructure company | |
| ● | Industry-leading end-to-end tokenization platform with blue-chip institutional partnerships including BlackRock, Apollo, Hamilton Lane and VanEck | |
| ● | Upsized $225 million in committed common stock PIPE financing led by new and existing blue-chip institutional investors, including Arche, Borderless Capital, Hanwha Investment & Securities, InterVest, and ParaFi Capital | |
| ● | Transaction values Securitize at a $1.25 billion pre-money equity value, with existing Securitize equity holders rolling 100% of their interests into the combined company, including ARK Invest, BlackRock, and Morgan Stanley Investment Management |
MIAMI and NEW YORK — October 28, 2025 — Securitize, Inc. (“Securitize” or the “Company”), the world’s leading platform1 for tokenizing real-world assets, and Cantor Equity Partners II, Inc. (Nasdaq: CEPT) (“CEPT”), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, today announced that they have entered into a definitive business combination agreement through which Securitize will become a publicly-listed company. The Company will be uniquely positioned to participate in a $19 trillion TAM for tokenization of real-world assets.
The transaction values Securitize at a $1.25 billion pre-money equity value. Existing equity holders including ARK Invest, BlackRock, Blockchain Capital, Hamilton Lane, Jump Crypto, Morgan Stanley Investment Management and Tradeweb Markets will roll 100% of their interests into the combined company. The combined company will be renamed Securitize Corp. and its common stock is expected to trade on Nasdaq under the ticker symbol “SECZ”.
In connection with the transaction, Securitize plans to tokenize its own equity, an industry first designed to demonstrate how the public company process and trading can move onchain.
“This is a defining moment for Securitize and for the future of finance,” said Carlos Domingo, Co-Founder and CEO of Securitize. “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.”
“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” said Brandon Lutnick, Chairman and CEO of Cantor Fitzgerald and Chairman of Cantor Equity Partners II.
A Trusted Ecosystem for Tokenization
Securitize’s platform powers the end-to-end relationship between issuers and investors, combining regulatory compliance, digital asset infrastructure, and broad ecosystem integrations across major blockchains, custodians, prime brokers, and DeFi protocols.
Key Investment Highlights:
| ● | Trusted by the World’s Leading Institutions – Partner to blue-chip financial institutions including BlackRock, Apollo, KKR, Hamilton Lane, and VanEck. | |
| ● | Comprehensive and Regulated Stack – First platform with SEC-registered transfer agent, broker-dealer, ATS, investor advisor, and fund administration. | |
| ● | Massive Addressable Market – Positioned to participate in a $19 trillion opportunity in tokenization across equities, fixed income, and alternative assets. | |
| ● | Deep Ecosystem Integration – Securitize supports fifteen major blockchains, and is connected to leading DeFi protocols, stablecoin infrastructure, and digital custodians to enable secondary market liquidity. |
Modernizing Capital Markets
Founded in November 2017, Securitize has built the most comprehensive and trusted infrastructure for tokenizing financial assets onchain. The company operates a fully regulated, end-to-end platform for the issuance, trading and servicing of tokenized securities. As 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 uniquely enables a complete lifecycle for tokenized assets.
Today, Securitize has tokenized more than $4 billion in assets through partnerships with leading asset managers, including Apollo, BlackRock, Hamilton Lane, KKR, and VanEck. The firm’s launch of KKR’s Health Care Strategic Growth Fund II in 2022 marked the first time a major global investment manager tokenized a fund onchain, while BlackRock’s BUIDL, tokenized by Securitize in 2024, became the largest tokenized real-world asset in the world.
Beyond institutional funds, Securitize has also pioneered the tokenization of equities, beginning with Exodus, the first U.S.-registered company to tokenize its common stock, and more recently, FG Nexus, a new framework for tokenizing stocks for publicly listed companies.
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Transaction Overview
The proposed business combination values Securitize at a pre-money $1.25 billion equity value and is expected to deliver up to approximately $469 million2 of gross proceeds to Securitize, consisting of:
| ● | $225 million pursuant to a fully committed PIPE, anchored by new and existing blue-chip institutional investors including Arche, Borderless Capital, Hanwha Investment & Securities, InterVest, and ParaFi Capital | |
| ● | $244 million of cash held in CEPT’s trust account, assuming no redemptions |
Net proceeds from the transaction will strengthen the company’s balance sheet with significant capital, enabling Securitize to accelerate its commercial roadmap, scale customer adoption, and unlock key growth opportunities. No existing Securitize shareholders will sell any shares or receive cash consideration as part of the transaction, and all existing Securitize shareholders will be locked up at close of the transaction. 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.
| 1 | https://app.rwa.xyz/platforms (Oct 2025) |
| 2 | Amounts exclude $50 million in incremental gross proceeds, of which $30 million was funded in October 2025 and $20 million that is expected to be funded at closing pursuant to an existing option issued pursuant to a prior funding round. |
Advisors
Citigroup Global Markets Inc. (“Citi”) is acting as financial and capital markets advisor to Securitize. Cantor Fitzgerald & Co. (“CF&Co.”) is acting as financial and capital markets advisor to CEPT. Citi and CF&Co. are acting as co-placement agents for the PIPE.
Davis Polk & Wardwell LLP is serving as legal advisor to Securitize. Hughes Hubbard & Reed LLP is serving as legal advisor to CEPT. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Citi and CF&Co in connection with their roles as co-placement agents.
About Securitize
Securitize is tokenizing the world with $4B+ AUM (as of Oct 2025) through tokenized funds and equities in partnership with top-tier asset managers, such as Apollo, BlackRock, Hamilton Lane, KKR, VanEck and others. Securitize, through its subsidiaries, is a SEC-registered broker dealer, digital transfer agent, fund administrator and operator of a SEC-regulated Alternative Trading System (ATS). Securitize has also been recognized as a 2025 Forbes Top 50 Fintech company.
For more information, please visit:
Website | X/Twitter | LinkedIn
About Cantor Equity Partners II
Cantor Equity Partners II, Inc. (Nasdaq: CEPT) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities. CEPT is led by Chairman and Chief Executive Officer Brandon Lutnick and sponsored by an affiliate of Cantor Fitzgerald.
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About Cantor Fitzgerald, L.P.
Cantor Fitzgerald, with more than 14,000 employees, is a leading global financial services and real estate services holding company and a proven and resilient leader for more than 79 years. Its diverse group of global companies provides a wide range of products and services, including investment banking, asset and investment management, capital markets, prime services, research, digital assets, data, financial and commodities brokerage, trade execution, clearing, settlement, advisory, financial technology, custodial, commercial real estate advisory and servicing, and more.
Important Information and Where to Find It
In connection with the proposed transactions, a newly formed entity will file a registration statement on Form S-4 with the SEC that will include a prospectus with respect to certain of the securities to be issued in connection with the proposed transactions and a proxy statement with respect to the shareholder meeting of CEPT to vote on the proposed transactions. Shareholders of CEPT and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these documents will contain important information about Securitize, CEPT and the proposed transactions. After the registration statement is declared effective, the definitive proxy statement and other relevant documents will be mailed to shareholders of CEPT as of a record date to be established for voting on the proposed transactions. Once available, shareholders of CEPT will also be able to obtain a copy of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to the media contacts below. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
CEPT, Securitize Holdings, Inc. (“Pubco”), Securitize and their respective directors, executive officers, and certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEPT’s shareholders in connection with the proposed transactions. A list of the names of such persons, and information regarding their interests in the proposed transactions and their ownership of CEPT’s securities are, or will be, contained in CEPT’s filings with the SEC, including CEPT’s prospectus filed on May 2, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from CEPT’s shareholders in connection with the proposed transactions, including the names and interests of CEPT’s, Pubco’s and Securitize’s directors and executive officers, will be set forth in the proxy statement/prospectus, which is expected to be filed by Pubco, Securitize and CEPT, as applicable, with the SEC. Investors and security holders may obtain free copies of these documents as described above.
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No Offer or Solicitation
This press release and the information contained herein are for informational purposes only and are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEPT or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the proposed transactions involving Pubco, Securitize and CEPT, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Pubco, Securitize, CEPT and the proposed transactions and statements regarding the anticipated benefits and timing of the completion of the proposed transactions, the assets held by Pubco and Securitize, Pubco’s listing on any securities exchange, the macro and political conditions surrounding digital assets, the planned business strategy, plans and use of proceeds, objectives of management for future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investors, Pubco’s plan for value creation and strategic advantages, market size and growth opportunities, investor benefits, regulatory conditions, competitive position, technological and market trends, future financial condition and performance and expected financial impacts of the proposed transactions, the satisfaction of closing conditions to the proposed transactions and the level of redemptions of CEPT’s public shareholders, and Pubco’s and Securitize’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEPT’s securities; the risk that the proposed transactions may not be completed by CEPT’s business combination deadline; the failure by the parties to the business combination agreement to satisfy the conditions to the consummation of the proposed business combination, including the approval of CEPT’s shareholders, or the PIPE; failure to realize the anticipated benefits of the proposed transactions; the level of redemptions of CEPT’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares or the shares of common stock of Pubco; the lack of a third-party fairness opinion in determining whether or not to pursue the proposed business combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing of the proposed transactions; costs related to proposed transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of digital assets; risks related to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets and tokenization; risks relating to the treatment of digital assets for U.S. and foreign tax purposes; risks that after consummation of the proposed transactions, Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing Pubco’s business plan (including expanding and/or growing its advisory services business) due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Pubco’s common stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco’s common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Pubco, Securitize, CEPT or others following announcement of the proposed transactions, and those risk factors discussed in documents that Pubco and/or CEPT filed, or that will be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of CEPT dated as of May 1, 2025 and filed by CEPT with the SEC on May 2, 2025, CEPT’s Quarterly Reports on Form 10-Q, CEPT’s Annual Report on Form 10-K and the Registration Statement that will be filed by Pubco and Securitize and the proxy statement/prospectus contained therein, and other documents filed by CEPT and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that CEPT, Securitize and Pubco do not presently know or that CEPT, Securitize and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
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Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of CEPT, Securitize or Pubco assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of CEPT, Securitize or Pubco gives any assurance that any of CEPT, Securitize or Pubco will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by CEPT, Securitize or Pubco or any other person that the events or circumstances described in such statement are material.
Media Contacts
Tom Murphy
[email protected]
Cantor Fitzgerald
[email protected]
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Exhibit 99.2
Reinventing capital markets Securitize ® is the leading company making real world assets available to investors through tokenization. October 2025 © 2025 Securitize. Confidential Information 1 © 2025 Securitize. Confidential Information
Our Management Team 25+ years of experience in innovation and digital transformation. Former CEO of Telefonica R&D and CEO of New Business and Innovation at Telefonica Digital . CEO, board member and investor of multiple startups, PhD in Computer Science. Carlos Domingo Co - founder & CEO Joe Nikolson CEO & CCO, Securitize Markets 25+ years experience in capital markets, electronic trading and market structure; ex - Coinbase, ex - Anchorage Digital Jorge Serna C - 3PO (CPO & CTO) 15+ years of experience leading teams and creating software. Telefónica R&D. Chongwu Du Chief of Staff & Head of Strategy Interdisciplinary background in asset management, venture investing, crypto and law; ex - J.P. Morgan Francisco Flores Chief Financial Officer 20+ years international experience. CFO, Head of FPA & SVP of Strategy. HSBC, Accenture, Banistmo and Interacciones. Mikhail Davidyan Head of Securitize Fund Services 20+ years of fund admin experience. Former Theorem Fund Services founder and managing director Billy Miller Chief Operating Officer 15+ years working alongside public and private companies of all sizes and stages to manage their shares/token lifecycle and shareholders; ex Pacific Stock Transfer Co and Capital Transfer agency © 2025 Securitize. Confidential Information 2 © 2025 Securitize. Confidential Information
© 2025 Securitize. Confidential Information 3 © 2025 Securitize. Confidential Information Investment Highlights A highly trusted tokenization platform with blue - chip institutional partnerships including BlackRock, Apollo, Hamilton Lane, and Van Eck Positioned to capture a massive TAM of $19T (1) for tokenization of real world assets including equities, fixed income, alternative assets, and more Comprehensive platform streamlines end - to - end relationship between issuers and investors, covering tokenization, asset servicing, and distribution Vertically - integrated and fully - regulated stack includes an SEC - registered transfer agent, broker - dealer, Alternative Trading System (ATS), and fund administration Widely integrated within the digital asset ecosystem across leading blockchains, custodians, prime brokers, DeFi protocols, and stablecoins Strong financial performance with accelerating momentum of 9x quarterly revenue growth and positive EBITDA Seasoned management team with tenured experts across TradFi, technology and digital assets (1) BCG and Ripple, (June 2025). Possible TAM by 2033.
© 2025 Securitize. Confidential Information 4 Tokenization transforms the traditional value chain by digitizing real world assets (RWAs) on blockchains, streamlining issuance and trading while unlocking greater efficiency, transparency and accessibility Securitize is well positioned at the crossroads between issuers and investors to issue, manage and trade tokenized securities Enables issuers expanded reach with streamlined capital raising processes while providing investors greater access to private markets, transparency and liquidity Asset Issuance Lifecycle Management Secondary Trading Distribution Investor Onboarding
© 2025 Securitize. Confidential Information 5 Securitize at a Glance $0.2 $0.2 $0.3 $0.3 $0.6 $0.9 $1.0 $1.3 $2.9 $3.9 $4.6 Securitize Assets Tokenized Q1 Q2 Q3 Q4 Q1 Q2 Q3 2025 350 % Q1 Q4 Q2 (in bn) Partnerships with a growing number of leading institutions and applications Highly trusted tokenization platform by institutions End - to - End Platform Servicing a Diverse Mix of Asset Classes (2) CAGR 2023 2024 Aggregated Transaction Monthly Volume (1) ($bn) $0.0 $0.0 $0.0 $0.0 $0.3 $0.4 $0.4 +15K investors across all products ~$3bn Largest tokenized treasury fund Largest tokenized equity ~$720mm Largest tokenized institutional fund ~$400mm ~$125mm Largest tokenized private credit fund Note: (1) Represents aggregate volume of investments, redemptions, dividends, and cross chain movements of assets issued by Securitize’s platform. (2) Asset sizes are as of the end of Q3 2025. $0.9 $2.1 $2.2 $4.7 Q3
© 2025 Securitize. Confidential Information 6 Operational Inefficiencies Lack of Transparency Economic Tolls Multiple Intermediaries Limited Accessibility (1) The Problem: The Financial Services System is Built on and Relies on Antiquated Technology Inefficient Traditional Capital Markets are Ripe for an Upgrade Illiquidity (1) Note: (1) For Significant Asset Classes
Tokenization is the Next Evolution in Capital Markets 1960 2025 Paper Based Stock Market Computers & Electronic Trading Digital Assets Trading Launches in 1971 DTC is born in 1973 Launches in 1994 1998 Alternative trading systems launched as non - exchange trading venues 2012 Jobs Act Launches in 1992 Tokenization Launches in 2012 Launches in 2015 BCAP token launches in 2017, first tokenized security First tier 1 asset manager to tokenize a fund BUIDL treasury fund launches in 2024 Launches in 2014 Launches in 2018 Stablecoins 7 © 2025 Securitize. Confidential Information
Significant Momentum for Securitize Since 2024 Driving liquidity and functionality through deep integrations across the digital asset and TradFi ecosystems. • June 2024: CEO Carlos Domingo spoke on Tokenization at Congressional hearing with Representative French Hill • January 2025: Paul Atkins, former Securitize Advisor, appointed SEC Chairman • January 2025 : Executive Orders on digital assets & fintech and SEC Crypto Task Force created for regulatory clarity • May 2025: SEC affirmed blockchain use for Master Securityholder Files and Broker - Dealer custody of tokenized securities • July 2025 : SEC Chairman Paul Atkins launched “Project Crypto” to support President Trump’s “crypto capital” initiative Regulatory Tailwinds to Crypto Sector End - to - End Integrations Marquee TradFi and Crypto Investors DeFi Protocols and Stablecoins Blockchains Oracles Prime Brokers / Market Makers Custodians 16 14 12 3 6 2 Interoperability and Web3 Security & Compliance 8 © 2025 Securitize. Confidential Information Global Financial Institutions Blockchain and Crypto
1 Market opportunity © 2025 Securitize. Confidential Information 9 © 2025 Securitize. Confidential Information Who we are Growth strategy 2 3 4 Financials
© 2025 Securitize. Confidential Information 10 Settlement Traditional Value Chain vs. Tokenized Value Chain Tokenize d Origination Distribution Trading Clearing Costly and restrictive process handled by investment banks (1) Primary market access only to authorized investors (1) Limited access / liquidity during pre - market or post - market hours Ensure that involved parties fulfill contractual obligations Transfer securities from seller to buyer to fulfill contractual obligations Democratizes origination of securities in a digital manner Expanded distribution access to broader investor base 24/7 trading and P2P execution possible DLT and Blockchain technology clearance and settlement do not require central third parties, both are handled by the technology itself Source: EY - Tokenization of Assets Report. Notes: (1) For certain asset classes. Traditional
© 2025 Securitize. Confidential Information 11 Blockchain Based Tokenized Securities Provide a Better Way to Access and Manage Capital Tokenized securities using smart contracts can provide a seamless & automated way to raise capital, manage investors, and improve liquidity. Accessibility Digitization allows for efficient fractional ownership, drives liquidity for Issuers and Investors, and increases accessibility Liquidity • Access to global markets 24/7/365 • Instant Settlement • P2P transfers Operational Efficiencies Programmable: Self - executing investor & issuer rights (dividends, redemptions, transfers, buybacks, etc.…) Transparency Providing more direct and certain ownership to Investors, auditable and traceable from a cryptographically secure ledger Fewer Economic Tolls Built - in global regulatory compliance coded into the token and protocol levels reduces the economic toll No Intermediaries Eliminate friction and middlemen, and facilitates faster settlement
© 2025 Securitize. Confidential Information 12 Global Financial Markets are Ripe for Tokenization • Brings global finance onchain and enables digital representations of traditional investments • Embedded smart contracts with automated workflows to reduce costs, settlement risks and operational errors while enabling T+0 or instantaneous settlement • Unlocks features and utilities not possible on traditional rails • Allows for fractional ownership • Reduces friction in trading and regulatory processes with built - in programmable compliance Benefits of Tokenization Source: (1) ICMA, (March 2020). (2) Statistica, (May 2024). (3) SIFMA Research (August 2025). (4) BCG Global Asset Management Report (May 2023). (5) Allied Market Research, (October 2020). (6) IMF, (April 2024). Market Readiness for Tokenization $128tn Global Bond Market (1) $109tn Global Equity Market (2) $29tn U.S. Treasuries Market (3) $20tn Alternative Asset Market (4) $11tn Real Estate Investment (5) Market $2tn Global Private Credit (6)
© 2025 Securitize. Confidential Information 13 0 50 100 150 200 250 2022 2023 2024 2025 RWA’s Tokenization Has Seen Explosive Growth in Recent Years… RWA’s Tokenization Market Cap has Outpaced That of Overall Crypto and Stablecoins… Rise of stablecoins and increased merchant acceptance allowing for instant settlement of tokenized asset trades Tokenized money market funds giving the trillion - dollar crypto market access to risk free yield Growing market readiness represented by financial institutions making strides to integrate blockchain infrastructure with operations … and is Now Poised for Accelerated Adoption United States US Project Crypto launched by SEC Chairman Paul Atkins to help foster innovation while providing regulatory clarity for digital assets Increased regulatory clarity in the US with the passing of the GENIUS Act, new SEC leadership and progress on Clarity Act European Union DLT Pilot Regime allows certain financial market infrastructure to use Distributed Ledger Technology (DLT) for tokenized instruments Global Source: Coingecko, RWA.xyz (October 23, 2025). (1) Represents total market cap of RWAs from $5.21bn to $34.62bn between October 23, 2022 to October 23, 2025. (2) Represents total market cap of crypto from $881.12bn to $3.79tn between October 23, 2022 and October 23, 2025. (3) Represents total market cap of stablecoins from $146.55bn to $296.29bn between October 23, 2022 to October 23, 2025. RWA Growth (in %) Stablecoin Growth (in %) Crypto Growth (in %) Stablecoin Market Cap ($ in billions) $300 564% (1) 330% (2) 102% (3)
© 2025 Securitize. Confidential Information 14 …It’s an Emerging Industry with Massive Growth Ahead Analyst Predictions $30T $19T $5T $2T 2034 (1) 2033 (2) 2030 (3) 2030 (4) (1) Standard Chartered, (June 2024) (2) BCG and Ripple, (June 2025) (3) Citi, (March 2023) (4) McKinsey, (June 2024) (2)
Leaders in the Space are Taking Note “I believe tokenization is the greatest capital markets innovation since the central limit order book.” Vlad Tenev, CEO OF ROBINHOOD “The next generation for markets, the next generation for securities, will be tokenization of securities.” Larry Fink, CEO OF BLACKROCK “Tokenization is yet the next step to have much more efficiency in the marketplace and certainty of having a trade settle.” Paul Atkins, CHAIRMAN OF THE SEC “Whether or not tokenization of equity securities takes hold will ultimately be up to the market, but we are willing to work through different potential models.” Hester Peirce, SEC COMMISSIONER 15 © 2025 Securitize. Confidential Information
1 Market opportunity Who we are © 2025 Securitize. Confidential Information 16 © 2025 Securitize. Confidential Information Growth strategy 2 3 4 Financials
The Securitize Platform Powers the End - to - End Relationship Between Issuers and Investors Securitize offers a comprehensive and fully - regulated stack, including an SEC - registered transfer agent (permits the issuance and management of tokenized securities), an SEC - registered broker - dealer and an alternative trading system (permits asset raising and trading of tokenized securities), as well as a digital assets - focused fund administration business Issuers Investors Minting, Burning, Smart Contracts Tokenization Tokenization Engine DeFi Integrations Trading, Lending, Collateral Management & Borrowing Asset Servicing Distribution Broker Dealer Regulated ATS Transfer Agent Fund Admin 17 © 2025 Securitize. Confidential Information
Securitize is the Only Vertically Integrated Tokenization Platform that’s End - to - End Pioneered operations as an SEC - registered Transfer Agent operating with digital asset securities and leading crypto fund administration SEC - regulated and FINRA member Broker Dealer and Alternative Trading System approved for digital asset securities primary and secondary market trading Registering as an RIA Q4’25 Less than 5% of investment opportunities pass Securitize’s extensive due diligence process Full Regulatory Stack Licensed Broker Dealer Alternative Trading System Approved Exempt Reporting Adviser Licensed Transfer Agent Fund Administration 18 © 2025 Securitize. Confidential Information
Securitize is Expanding its Global Regulatory Coverage Taking Advantage of a More Favorable Regulatory Environment Las Vegas Miami New York United States Current • Operating licensed TA/BD/ATS (all live and operational) Roadmap • Expanding the BD license into custody and dealer activity Buenos Aires Madrid Tel Aviv Tokyo European Union Current • Formally approved as Investment Firm (i.e. broker - dealer) Roadmap • Pending approval for Trading and Settlement System (TSS) Singapore Roadmap • Exploring partnerships with broker - dealers possessing local licenses, and will acquire licenses directly if needed United Arab Emirates Roadmap • Exploring partnerships with broker - dealers possessing local licenses, and will acquire licenses directly if needed Employee Presence 19 © 2025 Securitize. Confidential Information
Securitize is Widely Integrated with the Digital Asset Ecosystem Natively integrated with leading and public blockchains, enabling seamless token issuance, transfer and settlement across networks Connected with top tier custodians and oracle providers to ensure institutional - grade asset safeguarding, data integrity and regulatory compliance Directly linked to major DeFi platforms and stablecoin infrastructure, expanding liquidity access and enabling tokenized assets to interact with onchain finance Actively supported by institutional brokers and liquidity providers, enhancing market depth, price discovery and secondary market efficiency for digital assets 20 © 2025 Securitize. Confidential Information
© 2025 Securitize. Confidential Information 21 Building Blocks of Securitize’s Business Model Product & Technology Track Record & Reputation Institutional Grade with Tier - 1 Asset Manager Clients Broker Dealer Alternative Trading System Transfer Agent Investment Firm European Union DLT Trading and Settlement System (1) Minted ~$3.3bn in outstanding securities onto public blockchains United States Exempt Reporting Adviser Regulatory Stack Strong Network Effects Proprietary APIs Wormhole Integration for Cross - Chain Bridging Tokenization platform that fully integrates compliance protocol with automated and decentralized regulatory checks 500K+ Registered Accounts Securitize iD is the Largest Investor Passport for Tokenized Securities Largest Tokenized Securities Volume in the Industry High - Quality Issuers (1) Pending.
BlackRock Partnership and BUIDL’s Explosive Growth BUIDL is a tokenized treasury private fund with the fund’s assets fully allocated to cash, U.S. Treasury bills, and repurchase agreements, aiming to maintain a stable token NAV at $1. March 2024 BUIDL unveiled: The BlackRock USD Institutional Digital Liquidity fund. Partnership with tokenization platform, transfer agent and broker - dealer Robust 18 - Month Progress It i Investors accrue daily dividends issued as new tokens on - chain directly in their wallets Transferable on - chain via P2P for whitelisted participants has stablecoin subscriptions and nstant redemptions on chain via liquidity providers Tokens can be transferred across chains natively leveraging the Wormhole protocol Distinct Features After its March launch, BUIDL quickly became the fastest growing and largest tokenized fund in the RWA industry and 30%+ of the total tokenized treasury market (+40 products) Collateral usage on large Derivative Exchanges Backing for new Stablecoins DAO allocations to RWA DeFi Integrations 40 483 518 649 2,300 2,800 2,900 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 BUIDL AUM ($M) BUIDL Traditional Treasuries 22 © 2025 Securitize. Confidential Information
Competitive Landscape Overview Asset Managers with Inhouse Tokenization Capability These asset managers are not Securitize’s direct competitors, since they are not neutral service providers. They compete with Securitize’s clients. Issuers of Freely Transferable Tokens These firms issue wrapper products themselves, and are not neutral service providers. They often engage in regulatory arbitrage and issue freely transferrable tokens that can be held by non - KYC’d wallets. Tokenization Service Providers Tokenization platform providers that offer a variety of services wrapped under certain regulatory licenses that allow them to provide tokenization services to third - party issuers. 23 © 2025 Securitize. Confidential Information
Compliance - heavy built on legacy systems erates under Lack of full U.S. / EU licensing works Regulatory Framework Fully regulated, op & Geographic Reach U.S. and EU frame Lack of blockchain interoperability / capabilities ct suite with rm, transfer Fragmented offerings , ATS and End - to - end produ Product Suite tokenization platfo agent, fund admin broker dealer Directly managed funds but limited by geography, liquidity constraints agers Smaller issuers / niche partners Asset Manager Top - tier asset man Partnerships High minimum, long - term lock ups, lack of liquidity flexible liquidity Inconsistent requirements Minimum Investment Lower minimums, Requirements & Liquidity Traditional legacy infrastructure with multi - proprietary DS Limited compliance layers and lack of compliant full - stack infrastructure Full - stack platform Technology & Protocol chain support and Protocol enabling issuance & trading Automated customer service support ent specialists vice providing Limited customer services White Glove Customer Dedicated investm Service and customer ser 1:1 support Securitize is Well - Positioned Among Peers for Adoption Other Tokenization Platforms Traditional Fund Managers 24 © 2025 Securitize. Confidential Information
Our Board of Directors Carlos Domingo Chairman Jon Steel Managing Director at BlackRock W Bradford Stephens Managing Partner & Co - Founder at Blockchain Capital Chris Bruner Chief Product Officer at Tradeweb Tal Elyashiv Managing Partner & Co - Founder at SPiCE VC Pedro Teixeira Managing Director & Co - Head of Morgan Stanley Investment Management's (MSIM) Tactical Value © 2025 Securitize. Confidential Information 25 © 2023 Securitize. Confidential Information
1 Market opportunity Who we are Growth strategy © 2025 Securitize. Confidential Information 26 © 2023 Securitize. Confidential Information 2 3 4 Financials
© 2025 Securitize. Confidential Information 27 Our Strategy Focuses on Efficient Growth within the Crypto Ecosystem while Preparing for Expansion in TradFi Markets Short - term focus: penetrate the $4T (1) crypto market Medium growth: expand into the over $400T (2) TradFi market Grow AUM: • Continue growing distribution (both direct and indirect) • Launch new funds with existing and new asset managers • Add more utility to tokenized securities to fuel usage • Offer tokenized public securities Expand into adjacent activities to better monetize AUM: • Fund administration • Lending and borrowing through DeFi integrations • Transaction - based revenues (stablecoin conversion, dealer activities, RFQ platform) • Structured products through partnerships • Launch higher - margin products • Grow TradFi user base with crypto SMA products to prepare for future growth • Start penetrating the TradFi investor base with a variety of products via tokenization • Giving individual investors access to alternative assets is a $30T opportunity that all asset managers are pursuing • Activating investors with products that have more efficient fractional ownership, lower minimums, are self - directed, and have more liquidity options which tokenization enables Notes: (1) Coingecko. (2) Cointelegraph.
© 2025 Securitize. Confidential Information 28 • Expansion into retail products with a specific focus on issuer - led, native tokenization of public equities via integration with retail platforms for indirect distribution and collaboration with existing transfer agents as their tokenization partner • Continue expansion of tokenized funds where we already have +30% market share and 14 products (2) with our current asset manager customers as well as with new ones, focusing on yield - generating assets that can seamlessly interact with the crypto ecosystem and complement treasuries (higher yield with moderately higher risk) • CLOs, floating rate products, bonds, private credit, etc. • Tokenized treasuries where we command the highest market share (1) with Blackrock’s BUIDL and VanEck’s Vbill and we believe that there continues to be a large opportunity due to the following factors: • Disparity in the crypto industry between tokenized dollars and treasuries as opposed to TradFi markets where treasuries are ~2X bigger • Approval of the Genius Act, which includes tokenized treasury funds as approved reserves, and the expected proliferation of stablecoins • Emerging collateral use case for tokenized securities that can significantly boost AUM when broadly adopted by exchanges Securitize Growth Strategy for Tokenized RWA Focuses on Three Pillars (1) https://app.rwa.xyz/treasuries (2) https://app.rwa.xyz/institutional - funds
Tokenization of Public Securities – Stocks, ETFs, etc. One of the next frontiers of tokenization are public securities such as stocks and ETFs. • Successfully tokenized Exodus stock • Serves as the neutral asset layer for the broader crypto ecosystem • No competition with exchanges and brokers, given Securitize serves as the infrastructure to enable crypto platforms to become super apps investor base through rails that operate 24/7/365 • Increase investor / user engagement without going through intermediaries Securitize’s Role Benefits to Issuers Benefits to Investors • Expanding access to the global crypto • Allows investors to hold shares directly in self - custody wallets in their own name and transfer shares peer - to - peer to eligible investors, taking full control of their own shares • Unlocks economic value as investors can easily pledge shares as collateral in the crypto economy Transfer Agent Exchanges 29 © 2025 Securitize. Confidential Information Brokerage Platforms Market Makers Self - custody Wallets Custodians On - chain Financial Ecosystem Create tokenized securities
Current Pipeline of Products The following is a list of products that are in the advanced stage of development and contracting and that will be released and announced in the coming months. Tokenized CLO product with a large US bank, their first foray into the tokenization space in public blockchains Tokenized bond product in partnership with investment bank Tokenized version of very well known asset manager that is retail available Tokenized public equity of an Ethereum treasury company Agreements with the largest U.S transfer agents to collaborate on the tokenization of public equities with their customers in partnership with Securitize Retail version of a credit fund (institutional version already tokenized by Securitize) 30 © 2025 Securitize. Confidential Information
1 Market opportunity Who we are Growth strategy 2 3 4 Financials © 2025 Securitize. Confidential Information 31 © 2025 Securitize. Confidential Information
The Securitize Revenue Model Tokenization Asset Servicing Onchain Infrastructure Integration with blockchain protocols to optimize fund processes such as recording ownership and transactions data, or performing compliance checks Tokenization & Distribution Trading of RWAs as tokenized securities, which allows for greater transparency, security, and accessibility Fund Administration Services Provides full administrative support to funds, including NAV calculations, reporting compliance, and integration with onchain processes, all in one platform Transfer Agent SEC - registered Transfer Agent focused on providing a comprehensive suite of securities services including real - time approval, record - keeping, distributions, dividend issuances, compliance solutions, etc. Managed AUM x ARPU # of Funds x Annual Fee Transaction - Based One - Time Integration Fee + Recurring Maintenance Fee Over Contract Life Recurring / Contracted Recurring / AUM - Based Transfer Agent SaaS Revenue + Tokenized Issuers x Tokenization Fee (SaaS) Recurring / Contracted 32 © 2025 Securitize. Confidential Information
© 2025 Securitize. Confidential Information 33 Increased Momentum in Quarterly Revenue, Resulting in 10x Topline Growth and Positive EBITDA (1) • BlackRock’s USD Institutional Digital Liquidity Fund Token (“BUIDL”) was released in Q2 2024, growing to $3bn by Q2 2025 • Apollo’s Diversified Credit Securitized Fund Token (“ACRED”) was released in Q1 2025, growing to $107mm in one quarter • Higher unit economics for ACRED vs. BUIDL due to the nature of private credit vs. treasuries • Integration and ongoing maintenance fees were secured with major blockchains and protocols, resulting in new share classes of leading products from BlackRock, Hamilton Lane, and Apollo • MG Stover was acquired in Q2 2025, contributing to profitable revenue growth $1.8 $3.5 $5.8 $8.1 ($6.7) ($5.0) ($1.4) ($2.4) $5.6 $4.2 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Q1 '25 Q2 '25 Quarterly Revenue and EBITDA % Margin ($ in mm) Revenue EBITDA % QoQ Growth 92% 68% 39% 88% $15.3 14% $17.5 36.7% 23.7% Key Drivers (1) See Annex A for the definition of EBITDA, a non - GAAP metric, and a reconciliation of EBITDA to net income.
© 2025 Securitize. Confidential Information 34 Forecasting Continued Growth With Operating Leverage (1) ($ in bn) Average Securitize AUM of Tokenized Assets Revenue EBITDA $19 2024A 2025E ($16) $17 2024A 2025E $1 $4 $9 2024A 2025E 283% ’24A – ’26E CAGR 2026E (1) ($ in mm) 59% $110 260% $69 % YoY Growth (1) 2026E 24% 29% $32 ($ in mm) % Margin (1) 2026E (1) See Key Assumptions on slide 35. The 2026E metrics have been prepared by management and reflect the best currently available information and assumptions as to the company’s future performance. However, such metrics are forward - looking in nature and subject to significant risks and uncertainty that could cause the company’s financial performance to differ significantly from such estimates. As a result, no assurance can be given that such metrics will be achieved for fiscal 2026 (or at all) and therefore investors should not place undue reliance on such information. See Annex A for the definition of EBITDA, a non - GAAP metric, and a reconciliation of EBITDA to net income, as well as for key assumptions relating to 2025E and 2026E metrics.
© 2025 Securitize. Confidential Information 35 Strong Visibility into Q4 2025 with Tailwinds Driving Revenue Growth in 2026 (1) 260% 59% ($ in mm) % YoY Growth Key Assumptions (2026E) Market Assumptions Securitize Assumptions (2) ~$450B Stablecoin Market (vs. ~$300B in FYE2025) (3) ~$77B Tokenized Securities Market (vs. ~$27B in FYE2025) ~$9B Average Securitize AUM of Tokenized Assets (vs. $4.6bn in FYE2025) (4) ~200 Contracted Asset Managers (vs. ~185 in FYE2025) ~25 Onchain Protocols Integrated (vs. 19 in FYE2025) ~75 Tokenized Public Equities ~$5T Crypto Market (vs. ~$4T in FYE2025) (3) 2H 2025E Annualized Tokenization • Strong Tokenized Money Market and Fixed Income Funds pipeline • Broader roll - out of Tokenization of Public Equities Asset Servicing • Strong growth, driven by integrations with BUIDL and ACRED, as well as acquisition of MG Stover • Expanding contractual agreements with Asset Managers and Investors Growth Opportunities ~$85mm contracted and (1) See Key Assumptions above. The 2H2025 and 2026E metrics have been prepared by management and reflect the best currently available information and assumptions as to the company’s future performance. However, such metrics are forward - looking in nature and subject to significant risks and uncertainty that could cause the company’s financial performance to differ significantly from such estimates. As a result, no assurance can be given that such metrics will be achieved for 2H2025 or fiscal 2026 (or at all) and therefore investors should not place undue reliance on such information. See Annex A for key assumptions relating to 2025E and 2026E metrics. (2) Does not assume tokenization used in the larger TradFi market. (3) As of 10/23/2025. (4) As of 10/01/2025. recurring based on current AUM $33 $69 $110 $36 1H 2025 2H 2025E 2025E 2026E
© 2025 Securitize. Confidential Information 36 Material Growth Opportunities in 2026 Above the Base Case (1) 104% ($ in mm) % YoY Growth Growth Opportunities Key Assumptions (2026E) Market Assumptions Securitize Assumptions (2) ~$450B Stablecoin Market (vs. ~$300B in FYE2025) (3) ~$77B / ~$135B Tokenized Securities Market (vs. ~$27B in FYE2025) ~$9B Average Securitize AUM of Tokenized Assets (vs. $4.6bn in FYE2025) (4) ~200 / ~230 Contracted Asset Managers (vs. ~185 in FYE2025) ~25 Onchain Protocols Integrated (vs. 19 in FYE2025) ~75 / ~150 Tokenized Public Equities ~$5T Crypto Market (vs. ~$4T in FYE2025) (3) Tokenization • Increase value in the Tokenized Securities Market • Increase adoption of Tokenization of Public Equities by corporations Asset Servicing • Continue growth in contractual agreements with Asset Managers and Investors $69 $110 $141 2025E 2026E (Base Case) 2026E (Upside) ( 1 ) See Key Assumptions above . The 2026 E metrics have been prepared by management and reflect the best currently available information and assumptions as to the company’s future performance . However, such metrics are forward - looking in nature and subject to significant risks and uncertainty that could cause the company’s financial performance to differ significantly from such estimates . As a result, no assurance can be given that such metrics will be achieved for 2 H 2025 or fiscal 2026 (or at all) and therefore investors should not place undue reliance on such information . See Annex A for key assumptions relating to 2026 E metrics . ( 2 ) Does not assume tokenization used in the larger TradFi market . ( 3 ) As of 10 / 23 / 2025 . ( 4 ) As of 10 / 01 / 25 . 59% Base Case / Upside Case Base Case / Upside Case
© 2025 Securitize. Confidential Information 37 $10T+ ~$4T (2) Securitize’s Revenue Opportunity: Tokenization Q2 2025 Key Highlights 2025 Securitize: $4.6B AUM (4) Crypto RWAs Crypto Potential Long - Term Securitize $200B+ Potential $200B+ AUM Leader in Market Share Stablecoin Stablecoin ~$300B (3) $25B RWAs $4.6B 2025 Securitize Peak $2T+ $800B+ $400T+ Long Term Opportunity (~5 Years) (1) Opportunity for expansion beyond crypto into the $400T+ TradFi AUM TradFi Source: CoinMarketCap, Cointelegraph, Company forecasts. Note: (1) Management estimates for long - term market opportunity. (2) Represents total crypto market cap as of 10/23/25. (3) Represents stablecoin market cap as of 10/23/25. (4) As of 10/01/25.
© 2025 Securitize. Confidential Information 38 $10T+ $800B+ $400B+ ~$4T (3) Securitize’s Revenue Opportunity: Asset Servicing Q2 2025 Key Highlights 2025 Securitize: $30B AUA (5) Crypto Crypto Funds Stablecoin Crypto $100B Long - Term AUA Potential $100B+ AUA (5) ~185 Asset Managers (1) 659 Funds (1) +23K Investors Stablecoin ~$300B (4) $125B Current Long - Term Crypto Funds Long Term Opportunity (~5 Years) (2) $30B Current Securitize $400T+ ~ 1 , 400 Asset Managers Unified investor experience to cross - sell RWAs & opportunity for fee escalation TradFi Source: CoinMarketCap, Cointelegraph, Company forecasts. Note: (1) Based on management’s projections through the end of the year. (2) Management estimates for long - term market opportunity. (3) Represents total crypto market cap as of 10/23/25. (4) Represents stablecoin market cap as of 10/23/25. (5) “AUA” refers to “Assets Under Administration”.
39 Transaction Overview Transaction Highlights Sources & Uses • Valuation: pre - money equity value of $1.25 billion • Strong Alignment of Interest – CEPT founder shares subject to potential forfeiture in proportion to redemption levels and earnout (1) – Seller earnout (6.25m shares) at $15.00 / $20.00 / $25.00 • No Secondary Proceeds: existing shareholders will roll 100% of their interest • Minimal SPAC Dilution: CEPT has no public / sponsor warrants • Lock - up: Securitize shareholders and CEPT sponsor will be subject to a 180 - day lock - up following closing of business combination (2) • PIPE: Fully committed common stock PIPE financing of $225 million at transaction price led by new and existing blue - chip institutional investors Pro Forma Valuation Pro Forma Ownership at Closing (5) Sources ($ mm) PIPE Proceeds Private Placement Investment $244 1,250 225 50 Total Sources $1,76G CEPT Cash in Trust (3) Securitize Equity Rollover 69.1% 13.2% 12.4% 2.6% 2.8% Existing Securitize Shareholders (7) CEPT Public Shareholders (3) PIPE Investors CEPT Sponsor Shares (6) Private Placement Investment (4) Note: Calculations exclude the impact of unvested rollover equity awards, unallocated equity pool and unvested warrants subject to vesting based on commercial milestones. (1) CEPT will forfeit up to 862,500 founder shares based on the shares redeemed from the CEPT trust account. CEPT will further subject up to 30% of remaining founder shares to earnout, vesting in three equal tranches at $12.50 / $15.00 / $17.50. (2) Subject to early release after 90 days at $12.50 / $15.00 / $17.50 for the Sponsor and $15.00 / $17.50 / $20.00 for the existing company shareholders. (3) Assumes no CEPT shareholders exercise redemption rights at closing and excludes Sponsor earnout shares. (4) Additional $50 million includes $30 million funded in October 2025 and $20 million to be funded at closing pursuant to a convertible note funding round at a 20% discount to the listing value and an existing option giving the holder thereof the right to invest at approximately one - third of the transaction value, respectively, resulting in incremental total shares being issued of approximately 3.8 million and 5.9 million, respectively, for such additional investment per the terms of the BCA, with approximately 4.7 million of such shares being included in the pre - money equity value of $1.25 billion and the remaining approximately 5 million shares being © 2025 Securitize. Confidential Information incremental. (5) Assumes $10.00 per share. (6) Assumes 70% of founder shares are vested at closing. (7) Excludes the impact of 6.25 million earnout shares, vested in three equal tranches at $15.00 / $20.00 / $25.00. (4) Uses ($ mm) Cash to Balance Sheet Securitize Equity Rollover Est. Transaction Fees & Expenses $459 1,250 60 Total Uses $1,76G $10.00 Illustrative Share Price 182.1 (x) Pro Forma Shares Outstanding $1,821 Pro Forma Equity Value (459) ( - ) Pro Forma Cash - - (+) Pro Forma Debt $1,362 Pro Forma Enterprise Value ($ mm)
© 2025 Securitize. Confidential Information 40 Annex A – Disclaimers and Other Important Information This presentation (this “Presentation”) is being furnished solely to recipients that are “qualified institutional buyers” as defined in Rule 144 A of the Securities Act of 1933 , as amended (the “Securities Act”), or “accredited investors” (as defined in Rule 506 of Regulation D) (any such recipient, together with its subsidiaries and affiliates, the “Recipient”) by Securitize, Inc . (“Securitize”) and Cantor Equity Partners II, Inc . (“CEPT”) solely for purposes of considering whether to participate in one or more proposed private placement transactions (the “Transactions”) involving Securitize and CEPT . This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction, where or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction . This presentation does not constitute either advice or a recommendation regarding any securities . Any offer to sell securities pursuant to the Transactions will be made only pursuant to a definitive subscription agreement and related documentation and will be made in reliance on an exemption from registration under the Securities Act of 1933 (the “Securities Act”) for offers and sales of securities that do notinvolve a public offering . Securitize and CEPTreserve the right to withdraw or amend for any reason any offeringand to reject any subscription agreementfor any reason, or for no reason . No representations or warranties, express or implied, are given in, or in respect of, this presentation . This presentation is subject to updating, completion, revision, verification and further amendment . None of Securitize or CEPT or any of their respective affiliates has authorized anyone to provide interested parties with additional or different information . No securities regulatory authority has expressed an opinion about the securities discussed in this presentation or determined if this presentation is truthful, accurate or complete, and it is an offense to claim otherwise . Neither Securitize nor CEPT nor any of their respective subsidiaries , equity holders, affiliates, representatives, partners, members, directors, officers, employees, advisers or agents (collectively, “Representatives”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the Recipient in the course of its evaluation of the Transactions, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance . To the fullest extent permitted by law, neither Securitize nor CEPT nor any of their respective Representatives shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . In addition, the information contained herein does not purport to contain all of the information that may be required to evaluate the Transactions . The information contained in this presentation is provided as of the date hereof and may change, and neither Securitize nor CEPT nor any of their respective Representatives undertakes any obligation to update such information, including in the event that such information becomes inaccurate or incomplete . The general explanations included in this presentation cannotaddress, nor is intended to address, yourspecific investment objectives, financial situations orfinancial needs . Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with Securitize or CEPT or their respective Representatives, as investment, legal or tax advice . In addition, this presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Securitize, CEPT and the Transactions . Recipients of this Presentation should read the definitive documents for the Transactions and make their own evaluation of Securitize, CEPT and the Transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . You are urged to request any additional information you may consider necessary or desirable in making an informed investment decision . You (and your Representative, if any) are invited, prior to the entry into any definitive documentation with respect to the Transactions, to ask questions of, and receive answers from, Securitize and CEPT concerning the Transactions and to obtain additional information regarding the Transactions, to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information contained herein . Key Assumptions Relating to 2025E and 2026E Metrics The estimates and assumptions that underlie the company’s 2025 E and 2026 E metrics are inherently uncertain and, while considered reasonable by management as of the date of this presentation, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause the company’s actual results to differ materially from those projected for 2025 and 2026 . In particular, the company’s assumptions regarding the overall size of, and growth in, the broader crypto market, the stablecoin market, the tokenized securities market and the company’s share of the tokenized securities market are based on assumptions about macro market trends that management believes are reasonable as of the date of this presentation, but such market trend assumptions, and unforeseen developments that could adversely impact those trends, are not within the company’s control and there can be no assurance that such trends will materialize in the future, whether on management’s anticipated timetable or at all . Management has also assumed that current industry competitive conditions will remain relatively stable over the time periods depicted . In addition, a key assumption is our ability to launch and then execute on our strategy to become a leading participant in the tokenized equities market, including by onboarding approximately 75 public company customers in 2026 . However, the market for tokenized equities is nascent and therefore subject to significant uncertainties, including the appeal of this product to issuers, investors and market intermediaries, as well as uncertainties around the functionality of this product and how markets in this product will interact with the existing national market system for public equities . Management also assumes the company will be able to execute on its plan to increase the number of its integrated onchain protocols by mid - single digits and its contracted asset managers by between ten and 20 . For all these reasons, there can be no assurance that the 2025 E and 2026 E metrics presented herein will be indicative of the company’s future business performance, or that actual results will not differ materially from the 2025 E and 2026 E metrics presented herein . Inclusion of the 2025 E and 2026 E metrics should not be regarded as a representation by the company or any other person that these results will be achieved, and therefore potential investors and business partners should not place undue reliance on such metrics . Confidentiality This information is being distributed to you on a confidential basis . By receiving this information, you and your affiliates and Representatives agree to maintain the confidentiality of the information contained herein . Without the express prior written consent of Securitize and CEPT, this presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of Securitize, CEPT and the Transactions or (iv) provided to any person except your employees and advisors with a need to know who are advised of the confidentiality of the information . This presentationsupersedes and replaces all previousoral or writtencommunications between the parties hereto relating to the subject matter hereof .
© 2025 Securitize. Confidential Information 41 Annex A – Disclaimers and Other Important Information (Cont’d) Projections and Other Forward - Looking Statements This presentation (and any oral statements regarding the subject matter of this presentation) contains certain forward - looking statements with respect to Securitize and the Transactions, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Securitize and statements regarding the anticipated benefits and timing of the completion of the Transactions, and Securitize’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts . These forward - looking statements generally are identified by the words“believe,”“project,”“expect,”“anticipate,”“estimate,”“intend,”“strategy,” “future,” “opportunity,”“potential,” “plan,”“may,” “should,”“will,” “would,” “will be,”“willcontinue,” “will likely result,” and similar expressions including time periods with the letter “E” . Forward - looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties . In particular, this presentation contains certain management estimates of 2025 E and 2026 metrics . While these forward - looking metrics have been prepared by management and reflect the best currently available information and assumptions as to the company’s future performance, such metrics are forward - looking in nature and subject to significant risks and uncertainty that could cause the company’s financial performance to differ significantly from such estimates . As a result, no assurance can be given that such metrics will be achieved for fiscal 2026 (or at all) and therefore investors should not place undue reliance on such information . In addition, many factors could cause actual future events to differ materially from the forward - looking statements in this presentation . There may also be additional risks that Securitize and CEPT do not presently know or that Securitize and CEPT currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . Forward - looking statements speak only as of the date they are made . Readers are cautioned not to put undue reliance on forward - looking statements, and neither Securitize nor CEPT nor any of their respective Representatives assumes any obligation and does not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . Neither Securitize nor CEPT nor any of their respective Representatives gives any assurance that these expectations will be achieved on the time periods expected or at all . Industry and Market Data This presentation has been prepared by Securitize and CEPT and their respective Representatives and includes market data and other statistical information from third - party industry publications and sources as well as from research reports prepared for other purposes . Although Securitize and CEPT believe these third - party sources are reliable as of their respective dates, neither Securitize nor CEPT nor any of their respective Representatives has independently verified the accuracy or representation or warranty with respect to the accuracy of such information. Trademarks and Intellectual Property All trademarks, service marks, and trade names of a person or its affiliates used herein are trademarks, service marks, or registered trade names of such person or its affiliate, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any person, or an endorsement or sponsorship by or of any Party. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any person or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names. Non - GAAP Metrics Securitize generally reports its financial results in accordance with U . S . generally accepted accounting principles (“GAAP”) . However, management believes that the evaluation of its ongoing operating results may be enhanced by a presentation of EBITDA, which is a non - GAAP financial measure . EBITDA represents net income or net loss before depreciation and amortization, interest expense and income taxes . Securitize believes that the use of EBITDA provides an additional meaningful method of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures . A reconciliation of EBITDA to net income is included below . completeness of this information and cannot assure you of the data’s accuracy or completeness. Some data are also based on Securitize’s good faith estimates, (: in millions) Ǫ1 '24 Ǫ2 '24 Ǫ3 '24 Ǫ4 '24 Ǫ1 '25 Ǫ2 '25 which are derived from both internal sources and the third - party sources. Neither Securitize nor CEPT nor any of their respective Representatives make any Revenue Fiscal Year Ended December 31, (: in millions) 2024A 2025E 2026E $19 $69 $110 Revenue GAAP to Non - GAAP Reconciliation Net Income / (Loss) Depreciation & Amortization Net Other Income (1) ($16) 1 (0) $12 2 3 $24 2 5 ($16) EBITDA % Margin $17 24% $32 22% Fiscal Ǫuarter Ended, $2 $3 $6 $8 $15 $18 GAAP to Non - GAAP Reconciliation $3 $5 ($3) ($1) ($5) ($7) Net Income / (Loss) 1 0 0 0 0 0 Depreciation & Amortization 1 0 0 (0) (0) (0) Net Other Income (1) $4 $6 ($2) ($1) ($5) ($7) EBITDA 24% 37% (30%) (25%) (144%) % Margin (1) Includes net interest income, dividend income, interest on convertible promissory notes payable and gains on investments.
Risk Factors 42 © 2025 Securitize. Confidential Information Risk Factors Certain factors may have a material adverse effect on the business, financial condition and results of operations of Cantor Equity Partners II, Inc . (“CEPT”), Securitize or any combined company created pursuant to the Transactions (the “Combined Company” and, together with CEPT and Securitize, the “Parties”) and your proposed investment through the Transactions . Additional risks that the Parties are unaware of, or that the Parties currently believe are not material, may also become important factors that materially adversely affect any of the Parties . If any of the following risks actually occur, the business, financial condition, results of operations, and future prospects of the Parties could be materially and adversely affected . In that event, the trading price of the Combined Company’s securities following the Transactions could decline, and you could lose all or part of your investment . Many of the risks and uncertainties affecting the Combined Company below are also relevant to an investment in CEPT, and investors in CEPT may be affected by such risks and uncertainties . Risks Related to CEPT and the Transactions ● CEPT may not be able to obtain the required shareholder approval to consummate the Transactions. ● CEPT’s sponsor, directors and officers may have potential conflicts of interest in recommending that CEPT’s shareholders vote in favor of the Transactions. ● CEPT’s sponsor, directors and officers have agreed to vote in favor of the Transactions, which increases the likelihood that CEPT will receive the requisite shareholder approval for the Transactions regardless of how CEPT’s public shareholders vote. ● The ability of CEPT’s public shareholders to exercise redemption rights with respect to a large number of public shares could deplete CEPT’s trust account prior to the closing of the Transactions and thereby diminish the amount of capital available to the Combined Company. ● Securities of companies formed through combinations with special purpose acquisition companies such as CEPT may experience a material decline in price after closing of such combinations relative to the share price prior to such combinations. ● CEPT’s sponsor may receive a positive return on its founder shares, even if CEPT’s public shareholders experience a negative return on their investment after the consummation of the Transactions. ● CEPT cannot assure you that its due diligence review of Securitize’s business has identified all material issues or risks associated with its business or the industry in which it operates. Additional information may later arise in connection with the preparation of the registration statement and proxy materials or after the consummation of the Transactions. If CEPT’s due diligence investigation was inadequate, then shareholders of the Combined Company could lose some or all of their investment. ● CEPT’s shareholders will experience significant dilution as a consequence of the Transactions and related financings. ● The consummation of the Transactions is subject to a number of conditions and may be terminated. If the conditions to closing are not satisfied or waived, the transaction agreements may be terminated in accordance with their terms and the Transactions may not be completed. ● Neither CEPT nor its shareholders may have the protection of any indemnification, escrow, price adjustment or similar provisions that allow for a post - closing adjustment to the merger consideration in the event that any representations or warranties ultimately prove to be inaccurate or incorrect. ● CEPT’s directors and officers will have discretion as to whether to agree to changes or waivers in the terms of the Transactions, and their interests in exercising that discretion may conflict with the interests of CEPT’s public shareholders. Risks Related to the Combined Company’s Securities Following the Consummation of the Transactions ● The Parties will incur significant transaction costs in connection with the Transactions, which may exceed current estimates and expectations, and those costs will be paid using the proceeds from the Transactions and related financings, diminishing the amount of capital available to the Combined Company following closing. ● If, following the consummation of the Transactions, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendation regarding the Combined Company’s shares adversely, then the price and trading volume of the Combined Company’s shares could decline. ● An active trading market for the Combined Company’s securities may not be available on a consistent basis to provide shareholders with adequate liquidity. The market price of the Combined Company’s shares could decline significantly and trading volume could decline significantly or become volatile following the consummation of the Transactions. ● Because there are no current plans for the Combined Company to pay cash dividends for the foreseeable future, shareholders may not receive any return on investment unless shares are sold for a price greater than that which was initially paid. ● The ability of CEPT’s public shareholders to exercise redemption rights with respect to a large number of CEPT’s outstanding public shares could increase the possibility that the Transactions would limit the Combined Company’s working capital, liquidity and public float following the consummation of the Transactions. ● Shareholders will experience immediate and substantial dilution as a consequence of the issuance of shares and any other equity securities by the Combined Company in the Transactions and the financings related thereto. Additionally, future sales and issuance of shares could result in additional dilution of the percentage ownership of Combined Company shareholders and cause the market price of the Combined Company’s shares to decline even if the business is doing well. ● The Combined Company’s reported operating results may fluctuate significantly, including due to the volatile nature of the market for tokenized securities and erratic market movements, or may fall below the expectations of investors or securities analysts, each of which may cause the market price of its securities to fluctuate or decline. ● Following the consummation of the Transactions, the Combined Company may be subject to an increased risk of securities class action litigation. ● The Combined Company may be unable to obtain additional financing to fund its operations or growth. ● There can be no assurance that the Combined Company will be able to meet the initial listing standards of any stock exchange, or following the closing of the Transactions, comply with the continued listing standards of the applicable stock exchange. ● Following the consummation of the Transactions, the Combined Company will incur higher costs as a public company, including additional legal, accounting, insurance and other expenses, as well as costs associated with public company reporting requirements. ● The Combined Company’s management team is expected to have limited experience managing and operating a U.S. public company. ● If the Combined Company is unable to maintain an effective system of internal controls and compliance, its business and reputation could be adversely affected. In addition, failure to timely and effectively implement the controls and procedures required by Section 404(a) of the Sarbanes - Oxley Act could have a material adverse effect on the Combined Company’s business, financial condition, results of operations, cash flow and prospects.
Risk Factors (Cont’d) 43 © 2025 Securitize. Confidential Information Risks Related to Securitize ● Tokenized securities are relatively novel assets, and our business of tokenizing securities will expose us to significant legal, commercial, regulatory and technical uncertainty, which could adversely impact our financial position, operations and prospects. The application of state and federal securities laws and other laws and regulations to tokenized securities is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that could materially adversely affect our financial position, operations and prospects. ● Policymakers in the U.S. are just beginning to consider what a regulatory regime for tokenized securities would look like and the elements that would serve as the foundation for such a regime. We may be unable to effectively react to proposed legislation, regulation or even de - regulation of tokenized securities, which would adversely affect our business. ● Our recent growth rates may not be indicative of our future growth. ● Our future revenue and operating results will be harmed if the tokenization market fails to scale as expected. ● In order to support the growth of our business and our acquisition strategy, we may need to incur additional indebtedness or seek capital through new equity or debt financings. ● We may not be able to successfully implement our growth strategy on a timely basis or at all. ● We are reliant on a small number of institutional partners. Failure to effectively source, acquire and integrate companies could harm our ability to grow. ● If we fail to offer high quality support, our business and reputation could suffer. ● If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform, our business may be adversely affected. ● We may not be able to obtain additional financing to fund the operations and growth of the business. ● Natural catastrophic events and man - made problems such as power disruptions, computer viruses, global pandemics, data security breaches and terrorism may disrupt our business. ● If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges. ● Our business plan may require us to acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our shareholders. We may be unable to integrate acquired companies and technologies successfully or achieve the expected benefits of such acquisitions. ● We face intense competition. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to grow our business. ● We may need to change our business model to remain competitive. ● If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing needs or preferences, our platform may become less competitive. ● We anticipate that our operations will continue to increase in complexity as we grow, which will create management challenges. ● We depend on our senior management team and the loss of one or more key employees or an inability to attract and retain highly skilled employees may adversely affect our business. ● If we are unable to hire, retain and motivate qualified personnel, our business will suffer. ● The estimates of market opportunity and forecasts of market growth included in this presentation may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. ● Our pursuit of new business strategies and acquisitions could disrupt our ongoing business, present risks not originally contemplated and materially adversely affect our business, reputation, results of operations and financial condition. ● A cyberattack, security breach or other unauthorized access or interruption to our information technology systems or those of our third - party service providers could delay or interrupt service to our customers and their customers, harm our reputation or subject us to significant liability. ● We depend on third - party data hosting and transmission services. Increases in cost, interruptions in service, latency or poor service from our third - party data center providers could impair the delivery of our platform, which could result in customer dissatisfaction, damage to our reputation, limited growth and reduction in revenue. ● We rely on third - party proprietary and open source software for our platform. Our inability to obtain third - party licenses for such software, or obtain them on favorable terms, or any errors, bugs, defects or failures caused by such software could adversely affect our business, results of operations and financial condition. ● Our use of open source software could subject us to possible litigation or cause us to subject our platform or products to unwanted open source license conditions that could negatively impact our sales. ● We rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to run our business and assist our companies. ● Our growth depends in part on the success of our strategic relationships with third parties. ● We are subject to financial and economic sanctions, export controls and similar laws, and non - compliance with such laws can subject us to administrative, civil, and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation. ● We are subject to anti - corruption, anti - bribery, anti - money laundering and similar laws. Non - compliance with such laws can subject us to criminal and/or civil liability and harm our business. ● Our insurance costs may increase significantly, we may be unable to obtain the same level of insurance coverage and our insurance coverage may not be adequate to cover all possible losses we may suffer. ● Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability. ● We may be subject to additional obligations to collect and remit sales tax and other taxes. We may be subject to tax liability for past sales, which could harm our business. ● Due to the Combined Company’s limited operating history it may be difficult to evaluate the Combined Company’s business and future prospects, and the Combined Company may not be able to achieve or maintain profitability in any given period. ● The introduction of government - issued digital assets, including potential central bank digital currencies (“CBDCs”), could eliminate or reduce the need or demand for private - sector digital assets or significantly limit their utility, which could in turn limit the market opportunity for tokenized instruments and adversely impact the Combined Company’s business. ● The Combined Company’s holdings may be less liquid than cash and cash equivalents and may not be able to serve as a reliable source of liquidity for the Combined Company. ● The status and regulatory treatment of digital assets or certain tokenized instruments remain uncertain. If such assets were classified as “securities” or if the Combined Company’s activities otherwise caused it to be deemed an “investment company” under the Investment Company Act of 1940, the Combined Company could become subject to additional regulation and related restrictions that could materially and adversely affect its business and operations. ● The Combined Company will not be subject to the same legal and regulatory obligations, including certain compliance and reporting obligations intended to protect investors, that apply to investment companies such as mutual funds and exchange - traded funds, or to obligations applicable to investment advisers. Risks Related to Taxation Unrealized fair - value gains on the Combined Company’s holdings could cause the Combined Company to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022. If CEPT is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences as a result of the Transactions.
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