SECZ 8-K
Securitize Corp. (SECZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On July 1, 2026 (the “Closing Date”), Cantor Equity Partners II, Inc. (“CEPT”), Securitize, Inc. (“Securitize”), Securitize Holdings, Inc. (“PubCo”), Pinecrest Merger Sub, a wholly owned subsidiary of PubCo (“CEPT Merger Sub”) and Senna Merger Sub, Inc., a wholly owned subsidiary of CEPT (“Securitize Merger Sub”) consummated the transactions contemplated by the Business Combination Agreement among them, dated October 27, 2025 (the “Merger Agreement”), following their approval at a special meeting of the stockholders of CEPT held on June 29, 2026 (the “Special Meeting”). Pursuant to the terms of the Merger Agreement, a business combination of CEPT and PubCo was effected through (i) the merger of CEPT with and into CEPT Merger Sub, with CEPT Merger Sub surviving as a wholly owned subsidiary of PubCo, and (ii) the merger of Securitize Merger Sub with and into Securitize, with Securitize surviving as a wholly owned subsidiary of PubCo (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, PubCo changed its name to Securitize Corp.
In connection with Special Meeting and the Business Combination, holders of 6,842,508 shares of CEPT Class A ordinary share, par value $.0001 per share (“CEPT Class A Ordinary Share”), or approximately 28.5% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.60 per share, for an aggregate redemption amount of $72,512,934.28.
At the effective time of the Merger (the “Effective Time”), each share of CEPT Class A Ordinary Share and each share of CEPT Class B ordinary share, par value $.0001 per share (“CEPT Class B Ordinary Share” and together with CEPT Class A Ordinary Share, “CEPT Ordinary Share”), was converted into and exchanged for one share of PubCo’s common stock, par value $0.0001 per share (“PubCo Common Stock”). Additionally, immediately prior to the Effective Time, (i) each share of Securitize preferred stock, par value $0.0001 (“Securitize Preferred Stock”) that is issued and outstanding as of such time will be automatically converted into one share of Securitize Common Stock (the “Preferred Stock Conversion”), and (ii) each share of Securitize common stock, par value $0.0001 (“Securitize Common Stock”) was converted into and exchanged for approximately 4.4439 shares (the “Exchange Ratio”) of PubCo Common Stock (the “Per Share Merger Consideration”). No fractional shares of PubCo Common Stock were issued upon the exchange of PubCo Common Stock. Any stockholder’s fractional shares were rounded down to the nearest whole share of PubCo Common Stock, and no cash settlements were made with respect to fractional shares eliminated by such rounding.
At the Effective Time, any shares of Securitize Common Stock held in the treasury of Securitize were canceled without any conversion thereof and no payment or distribution was made with respect thereto.
Each option to purchase Securitize Common Stock that was issued and outstanding immediately prior to the Effective Time (each, a “Securitize Option” and collectively, the “Securitize Options”), whether vested or unvested, was converted into an option to purchase a number of shares of PubCo Common Stock (such option, an “Exchanged Option”) equal to the product of (a) the number of shares of Securitize Common Stock subject to such Securitize Option immediately prior to the Effective Time and (b) the Exchange Ratio (rounded down to the nearest whole cent), at an exercise price per share equal to (i) the exercise price per share of Securitize Common Stock subject to such Securitize Option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. Except as specifically provided in the Merger Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions as were applicable to the corresponding former Securitize Option immediately prior to the Effective Time.
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Each warrant to purchase Securitize Preferred Stock issued by Securitize pursuant to certain Warrant to Purchase Shares of Preferred Stock, dated March 6, 2025, by and between J Digital 6 LLC and Securitize (each, a “Securitize Warrant” and collectively, the “Securitize Warrants”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, was assumed by PubCo and became a warrant to purchase shares of PubCo Common Stock (such warrant, an “Exchanged Warrant”) equal to the product of (a) the number of shares of Securitize Common Stock subject to such Securitize Warrant immediately prior to the Effective Time and (b) the Exchange Ratio (rounded down to the nearest whole cent), at an exercise price per share equal to (i) the exercise price per share of Securitize Common Stock subject to such Securitize Warrant immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. Except as specifically provided in the Merger Agreement, following the Effective Time, each Exchanged Warrant will continue to be governed by the same terms and conditions as were applicable to the corresponding former Securitize Warrant immediately prior to the Effective Time.
Each convertible promissory note issued by Securitize and outstanding immediately prior to the Effective Time was converted into a number of shares of Securitize Common Stock calculated in accordance with the terms and conditions of the applicable promissory note, following which such shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Effective Time for purposes of receiving the Per Share Merger Consideration as described above.
Each issued and outstanding Simple Agreements for Future Equity instruments executed by Securitize and certain investors (the “Securitize SAFE Note”) was, subject to the terms and conditions of such Securitize SAFE Note, converted into a number of shares of Securitize Common Stock equal to the exchange ratio determined in accordance with the applicable Securitize SAFE Note, following which such shares of Securitize Common Stock will be treated as shares of Securitize Common Stock issued and outstanding as of the Effective Time for purposes of receiving the Per Share Merger Consideration as described above.
Descriptions of the Business Combination and the Merger Agreement are included in the definitive proxy statement/prospectus, dated June 5, 2026 (the “Proxy Statement/Prospectus”), filed by PubCo with the Securities and Exchange Commission (the “SEC”) in the section titled “Proposal No. 1—The Business Combination Proposal” beginning on page 125 of the Proxy Statement/Prospectus. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
On the Closing Date, a number of purchasers (each, a “Subscriber”) purchased from CEPT an aggregate of 19,735,000 shares of CEPT Class A Ordinary Share (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of approximately $197.4 million, pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into concurrently with the Merger Agreement, effective as of October 27, 2025. Pursuant to the Subscription Agreements, PubCo gave certain registration rights to the Subscribers with respect to the PIPE Shares.
Descriptions of the Subscription Agreements are included in the Proxy Statement/Prospectus in the sections titled “The Business Combination— Other Transaction Agreements —PIPE Subscription Agreements” beginning on page 122 of the Proxy Statement/Prospectus. The foregoing descriptions of the Subscription Agreements are summaries only and are qualified in their entirety by the full text of the Form of Subscription Agreement, copy of which is attached hereto as Exhibits 10.1, and is incorporated herein by reference.
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As of the Closing Date and following the completion of the Business Combination, PubCo had the following outstanding securities:
| ● | 163,218,683 shares of PubCo Common Stock; |
| ● | 835,216 Exchanged Warrants, each exercisable for a number of PubCo Common Stock based on the Exchange Ratio for a total of 3,711,653 PubCo Common Stock; and | |
| ● | 3,681,510 shares of PubCo Common Stock issuable upon exercise of Exchanged Options and restricted stock units denominated in Securitize Common Stock that were exchanged for restricted stock units denominated in PubCo Common Stock. |
Item 1.01 Entry into a Material Definitive Agreement.
Lock-Up Agreements
In connection with the Business Combination, Securitize and certain stockholders of Securitize (the “Lock-Up Parties”) entered into lock-up agreements (each, a “Lock-Up Agreement”). The terms of the Lock-Up Agreement are described in the Proxy Statement/Prospectus in the section titled “The Business Combination— Other Transaction Agreements —Lock-Up Agreements” beginning on page 123 of the Proxy Statement/Prospectus. Holders of Securitize Common Stock representing approximately 38.2% of the total outstanding shares of PubCo Common Stock as of July 7, 2026 are subject to a Lock-Up Agreement. Holders of 35.2% of outstanding shares would need to execute Lock-Up Agreements to receive the PubCo Common Stock as merger consideration.
On July 8, 2026, PubCo and Cantor EP Holdings II, LLC (the “Sponsor”) entered into a addendum to the Lock-Up Agreements to clarify that the restrictions do not apply to shares of PubCo Common Stock held by Lock-Up Parties as a result of them purchasing CEPT Class A Ordinary Shares in the open market or in the PIPE financing prior to the Effective Time whereby such shares were exchanged for shares of PubCo Common Stock. The terms of the Lock-Up Agreements otherwise remain unchanged and continue to apply in full force and effect.
The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Amended and Restated Registration Rights Agreement
On the Closing Date, PubCo, CEPT, certain persons and entities receiving shares of PubCo Common Stock pursuant to the Merger Agreement and the Sponsor entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”). The terms of the Registration Rights Agreement are described in the Proxy Statement/Prospectus in the section titled “The Business Combination— Other Transaction Agreements —Amended and Restated Registration Rights Agreement” beginning on page 122 of the Proxy Statement/Prospectus. Following the Closing, holders of approximately 126 million shares of Common Stock will be entitled to certain registration rights.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Indemnification Agreements
On the Closing Date, PubCo entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require PubCo to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of PubCo’s directors or executive officers or any other company or enterprise to which the person provides services at PubCo’s request.
The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Item 2.01 Completion of Acquisition of Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated herein by reference.
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FORM 10 INFORMATION
Item 2.01(f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as CEPT was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, PubCo, as the successor registrant to CEPT, is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
PubCo makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. Forward-looking statements include, but are not limited to, statements regarding PubCo and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts, including statements about the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
When used in this Current Report on Form 8-K, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing PubCo’s views as of any subsequent date, and PubCo does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the actual results or performance of PubCo may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | failure to realize the anticipated benefits of the Business Combination; |
| ● | the failure of PubCo to maintain the listing of its securities on any securities exchange after the Closing; |
| ● | costs related to the Business Combination and as a result of PubCo 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 the industry in which PubCo operates; |
| ● | risks related to increased competition in the industries in which PubCo will operate; |
| ● | risks that after the Closing, PubCo experiences difficulties managing its growth and expanding operations; |
| ● | challenges in implementing PubCo’s business plan, due to operational challenges, significant competition and regulation; |
| ● | the outcome of any potential legal proceedings that may be instituted against PubCo, and |
| ● | other risks and uncertainties described in this Current Report on Form 8-K, including those under the section entitled “Risk Factors.” |
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Business and Properties
The business and properties of CEPT and Securitize prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections titled “Information About CEPT” and “Business of Securitize” beginning on pages 177 and 199, respectively, of the Proxy Statement/Prospectus, and such descriptions are incorporated herein by reference.
PubCo’s investor relations website is located at https://securitize.io/about-us/investor-relations. PubCo uses its investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor PubCo’s investor relations website, in addition to following press releases, SEC filings and public conference calls and webcasts. PubCo will also make available, free of charge, on its investor relations website under “SEC Filings,” its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.
Risk Factors
The risks associated with PubCo’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 33 of the Proxy Statement/Prospectus, and such description is incorporated herein by reference.
Selected Historical Financial Information
The selected historical consolidated and financial information and other data for the three months ended March 31, 2026 and 2025 and the years ended December 31, 2025 and 2024 for Securitize are included in the section titled “Summary Historical Financial Information of Securitize” beginning on page 27 of the Proxy Statement/Prospectus and are incorporated herein by reference.
Unaudited Consolidated Financial Statements
The unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025 of Securitize have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC and are included in the Proxy Statement/Prospectus beginning on page F-47 of the Proxy Statement/Prospectus, and such financial statements are incorporated herein by reference.
These unaudited consolidated financial statements should be read in conjunction with the historical audited financial statements of Securitize as of and for the years ended December 31, 2025 and 2024 and the related notes included in the Proxy Statement/Prospectus beginning on page F-77 of the Proxy Statement/Prospectus, which are incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 is included as Exhibit 99.1 hereto and are incorporated herein by reference
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize is included in the Proxy Statement/Prospectus in the section titled “Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 212 of the Proxy Statement/Prospectus and is incorporated herein by reference.
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Directors and Executive Officers
Information, including biographical information, with respect to PubCo’s directors and executive officers after the Closing is included in the Proxy Statement/Prospectus in the section titled “Management after the Business Combination” beginning on page 239 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Executive Compensation
Information with respect to the historical compensation of PubCo’s executive officers is included in the Proxy Statement/Prospectus in the section titled “Executive Compensation” beginning on page 245 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Non-Employee Director Compensation
Information with respect to the historical compensation of the non-employee members of PubCo’s board of directors (the “Board”) is included in the Proxy Statement/Prospectus in the section titled “Executive Compensation—Compensation of our Directors” beginning on page 249 of the Proxy Statement/Prospectus, which is incorporated herein by reference
Committees of the Board
Effective as of as of the Effective Time, the standing committees of the Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee (collectively, the “Board Committees”). Each of the Board Committees reports to the Board. Additionally, information with respect to the Board Committees is included in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination— Committees of the Board of Directors” beginning on page 242 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of shares of PubCo Common Stock as of the Closing Date, by:
| ● | each person known by PubCo to be the beneficial owner of more than 5% of PubCo Common Stock; | |
| ● | each of PubCo’s named executive officers and directors; and | |
| ● | all of PubCo’s executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, PubCo believes that all persons named in the table have sole voting and investment power with respect to all shares of PubCo’s common stock beneficially owned by them. The beneficial ownership percentages set forth in the table below are based upon approximately 163,218,683 shares of PubCo Common Stock issued and outstanding as of the Closing Date.
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| Name and Address of Beneficial Owner | Number of Shares of PubCo Common Stock | Percentage of PubCo Common Stock Outstanding | ||||||
| Directors and Officers(1) | ||||||||
| Carlos Domingo(2) | 9,016,960 | 5.4 | % | |||||
| Francisco Flores | 261,081 | * | ||||||
| Billy Miller | 225,530 | * | ||||||
| Brett Redfearn | 222,197 | * | ||||||
| Tal Elyashiv | — | — | ||||||
| Rebecca Macieria-Kaufmann | — | — | ||||||
| Sunil Sabharwal | — | — | ||||||
| Manuel Sanchez Rodriguez | — | — | ||||||
| Brad Stephens(3) | 9,831,423 | 6.0 | % | |||||
| All directors and executive officers of PubCo as a group post-Business Combination (9 individuals) | 19,557,191 | 11.7 | % | |||||
| Other 5% Shareholders | ||||||||
| Blockchain Capital(4) | 9,831,423 | 6.0 | % | |||||
| Hanwha(5) | 15,689,509 | 9.6 | % | |||||
| * | Less than one percent. |
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o 78 SW 7th Street, Suite 500, Miami, FL 33130. |
| (2) | Consists of: (a) 88,878 shares of common stock held by Domingo Dynasty LLC (the “Domingo Trust”), (b) 88,878 shares of common stock held by CD Dynasty LLC (the “CD Trust”), (c) 888,879 shares of common stock held by AD Dynasty LLC (the “AD Trust”), (d) 88,878 shares of common stock held by MD Dynasty LLC (the “MD Trust”) and (e) 88,878 shares of common stock held by OD Dynasty LLC (the “OD Trust” and collectively with the Domingo Trust, CD Trust, AD Trust and MD Trust, the “Trusts”). The investment manager of each of the Trusts is Carlos Domingo and the administrative manager of each of the Trusts is Luis Duran. Carlos Domingo has sole voting power with respect to the securities held by the Trusts. |
| (3) | Consists of shares held by entities affiliated with Blockchain Capital identified in footnote (4) below. |
| (4) | Consists of: (a) 1,613,818 shares of common stock held by Blockchain Capital III Digital Liquid Venture Fund, LP, (b) 6,848,022 shares of common stock held by Blockchain Capital IV, LP and (c) 1,369,583 shares of common stock held by Blockchain Capital Parallel IV, LP (Blockchain Capital III Digital Liquid Venture Fund, LP, Blockchain Capital IV, LP and Blockchain Capital Parallel IV, LP, collectively the “Blockchain Capital Funds”). The general partner of each of the Blockchain Capital Funds is BC III DLVF GP, LLC or Blockchain Capital IV GP, LLC, as applicable (the “Blockchain GP Entities”). The managing member of each Blockchain GP Entity is Blockchain Capital, LLC. Blockchain Capital, LLC is jointly managed by Brad Stephens and P. Bartlett Stephens, who share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds. Accordingly, Messrs. Stephens may be deemed to have indirect voting and dispositive power over the securities held by the Blockchain Capital Funds. Messrs. Stephens disclaim beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Blockchain Capital, LLC is 600 Montgomery St, Fl 35, San Francisco, CA, 94111. |
| (5) | Consists of: (a) 9,633,291 shares of common stock held by Hanwha Lifestyle Private Fund 2, (b) 5,056,218 shares of common stock held by H Foundation Pte. Ltd. (“H Foundation “) and (c) 1,000,000 shares of common stock held by Hanwha Investment & Securities Co., Ltd. (“Hanwha Investment & Securities”). Hanwha Asset Management Co., Ltd. (“Hanwha Asset Management”) is the investment manager of Hanwha Lifestyle Private Fund 2 and makes all substantive decisions with respect to the fund. Voting and dispositive decisions regarding such shares are made by Hanwha Asset Management through its applicable internal governance and approval procedures and, as a result, no individual member of Hanwha Asset Management’s board of directors, officer or employee, acting alone, has the ability to exercise voting or dispositive power regarding such shares. The membership of Hanwha Asset Management’s board of directors is subject to change from time to time. Each such individual disclaims beneficial ownership of such shares. The address for Hanwha Asset Management is 50, 63-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, (07345). Voting and dispositive decisions regarding such shares held by H Foundation are made by H Foundation’s board of directors upon a recommendation by management, acting by majority vote and, as a result, no individual member of H Foundation’s board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of H Foundation’s board of directors is subject to change from time to time. Each of the members of H Foundation’s board of directors disclaims beneficial ownership of such shares. The address for H Foundation is 111 Somerset Road #06-01H, 111 Somerset Singapore (233164). Voting and dispositive decisions regarding such shares held by Hanwha Investment & Securities are made by Hanwha Investment & Securities’ board of directors upon a recommendation by management, acting by majority vote and, as a result, no individual member of Hanwha Investment & Securities’ board of directors acting alone has the ability to exercise voting or dispositive power regarding such shares. The membership of Hanwha Investment & Securities’ board of directors is subject to change from time to time. Each of the members of Hanwha Investment & Securities’ board of directors disclaims beneficial ownership of such shares. The address for Hanwha Investment & Securities is 56, Yeoui-daero, Yeongdeungpo-gu, Seoul, Republic of Korea (07325). |
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Certain Relationships and Related Business Combination
Certain relationships and related party transactions are described in the Proxy Statement/Prospectus in the sections titled “Certain CEPT Relationships and Related Party Transactions” and “Certain Securitize Relationships and Related Party Transactions” beginning on pages 254 and 258, respectively, of the Proxy Statement/Prospectus and such descriptions are incorporated herein by reference.
Legal Proceedings
Information about legal proceedings is set forth in the Proxy Statement/Prospectus in the section titled “Legal Proceedings” on page 211 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Information and Holders
CEPT Class A Ordinary Share and warrants were historically quoted on the Nasdaq Global Market (“Nasdaq”) under the symbols “CEPT.” On July 1, CEPT requested that Nasdaq suspend trading of CEPT Class A Ordinary Shares, effective July 1, 2026 and filed with the SEC a Form 25 to delist CEPT Class A Ordinary Shares. On July 2, PubCo Common Stocks started trading on the New York Stock Exchange (“NYSE”) under the trading symbol “SECZ.”
As of the Closing Date and following the completion of the Business Combination, PubCo had 163,218,683 shares of the PubCo Common Stock issued and outstanding held of record by 152 holders, and 835,216 Warrants outstanding held of record by 1 holder.
Dividends
PubCo has not paid dividends on the PubCo Common Stock to date. The payment of cash dividends in the future will be within the discretion of the Board and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant. It is the present intention of the Board to retain all earnings, if any, for use in PubCo’s business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
Information about recent sales of unregistered securities is set forth in the Proxy Statement/Prospectus in the section titled “Recent Sales of Unregistered Securities” on page 211 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Reference is also made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by PubCo of certain unregistered securities, which is incorporated herein by reference.
Description of PubCo’s Securities
PubCo Common Stock
A description of the PubCo Common Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Authorized and Outstanding Stock” beginning on page 260 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Preferred Stock
A description of PubCo’s Preferred Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Preferred Stock” beginning on page 261 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
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Indemnification of Directors and Officers
In connection with the Business Combination, PubCo entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide such directors and executive officers with contractual rights to indemnification and expense advancement.
The foregoing summary is qualified in its entirety by reference to the text of the form of Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Financial Statements and Supplementary Data
Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning PubCo’s consolidated financial statements and supplementary data.
Financial Statements and Exhibits
The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On July 2, CEPT Class A Ordinary Share ceased trading on Nasdaq.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in the “Introductory Note” above regarding the PIPE financing is incorporated herein by reference.
The securities issued in connection with the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders.
At the Special Meeting, the CEPT stockholders considered and approved, among other things, Proposal No. 3–The Organizational Documents Proposal (the “Charter Proposals”), which is described in greater detail in the Proxy Statement/Prospectus beginning on page 149 of the Proxy Statement/Prospectus.
The Amended and Restated Certificate of Incorporation of PubCo (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on July 1, 2026, includes the amendments proposed by the Charter Proposals.
A copy of the Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation upon the rights of holders of PubCo’s capital stock are included in the Proxy Statement/Prospectus under the section titled “Description of Securities” beginning on page 260 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 4.01 Changes in Registrant’s Certifying Accountant.
The information about the change in Securitize’s certifying accountant is included in the Proxy Statement/Prospectus in the section titled “Change in Securitize’s Certifying Accountant” beginning on page 267 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the section titled “Introductory Note” and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the completion of the Business Combination pursuant to the Merger Agreement, a change in control of CEPT has occurred, and the stockholders of CEPT as of immediately prior to the Closing held approximately 14.5% of the outstanding shares of PubCo Common Stock immediately following the Closing.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the sections titled “Directors and Executive Officers” and “Certain Relationships and Related Transactions” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Omnibus Incentive Plan
Prior to the Closing, PubCo adopted the Omnibus Incentive Plan (the “Equity Incentive Plan”). The Equity Incentive Plan became effective immediately upon the Closing. A summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation—Narrative Disclosure to the Summary Compensation Table—Equity Incentive Plans and Outstanding Awards” beginning on page 246 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.5.
Employee Stock Purchase Plan
Prior to the Closing, PubCo adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective immediately upon the Closing. A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation—Narrative Disclosure to the Summary Compensation Table—Equity Incentive Plans and Outstanding Awards” beginning on page 246 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.6.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 1, 2026, the Board approved and adopted the Amended and Restated Bylaws of PubCo (the “Bylaws”), which became effective as of the Effective Time.
A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
The general effect of the Bylaws upon the rights of holders of PubCo’s capital stock is included in the Proxy Statement/Prospectus under the section titled “Description of Securities” beginning on page 260 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Business Combination, on July 1, 2026, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of PubCo. A copy of the Code of Business Conduct and Ethics can be found in the Investors section of PubCo’s website at https://securitize.io.
Item 9.01 Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Securitize as of and for the years ended December 31, 2025 and 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-77 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Securitize as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-47 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The audited consolidated financial statements of CEPT as of and for the years ended December 31, 2025 and 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-25 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of CEPT as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-2 of the Proxy Statement/Prospectus and are incorporated herein by reference.
The unaudited financial statements of PubCo as of March 31, 2026 and for the three months ended March 31, 2026 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-131 of the Proxy Statement/Prospectus and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 is included as Exhibit 99.1 hereto and are incorporated herein by reference.
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(d) Exhibits.
| † | Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
| ** | Previously filed. |
| ^ | Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
| # | Portions of this exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to Securitize, Inc. if publicly disclosed. |
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SIGNATURES
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.
| Securitize Corp. | ||
| Dated: July 8, 2026 | ||
| By: | /s/ Carlos Domingo | |
| Name: | Carlos Domingo | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Amended and restated
CERTIFICATE OF INCORPORATION
OF
SECURITIZE HOLDINGS, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Securitize Holdings, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. That the name of this corporation is Securitize Holdings, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on the 17th day of October, 2025 under the name Securitize Holdings, Inc.
2. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and has been duly approved by the written consent of the stockholders of the corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.
3. The Certificate of Incorporation of the corporation is hereby amended and restated in its entirety to read as follows:
Article
1
Name
The name of the corporation is Securitize Corp. (the “Corporation”).
Article
2
Registered Office And Agent
The address of its registered office in the State of Delaware is c/o Incorporating Services, Ltd., 3500 South Dupont Highway, Dover, DE 19901, County of Kent. The name of its registered agent at such address is Incorporating Services, Ltd.
Article
3
Purpose And Powers
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).
Article
4
Capital Stock
(A) Authorized Shares
Classes of Stock. The total number of shares of stock that the Corporation shall have authority to issue is 300,000,000, consisting of 290,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).
Preferred Stock. The Board of Directors is hereby empowered, without any action or vote by the Corporation’s stockholders (except as may otherwise be provided by the terms of any class or series of Preferred Stock then outstanding), to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of Preferred Stock and the number of shares constituting each such class or series, and to increase or decrease the number of shares of any such class or series to the extent permitted by Delaware Law.
(B) Voting Rights
Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) that relates solely to the terms of one or more outstanding classes or series of Preferred Stock if the holders of such affected class or series of Preferred Stock are entitled, either separately or together with the holders of one or more other such affected classes or series of Preferred Stock, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) or pursuant to Delaware Law.
(C) Regulated Holders
1. If a Regulated Holder (together with any of its Affiliates) at any time holds any shares of Common Stock or Preferred Stock which, on an as converted basis, in aggregate constitute more than 4.99 percent (4.99%) of a Class of Voting Shares of the Corporation (such shares, “Excess Securities”), then any Excess Securities shall not be entitled to vote or consent to any matter pursuant to this Amended and Restated Certificate of Incorporation, and such Excess Securities (and any shares of common stock such Excess Securities convert into) shall be Nonvoting Securities, and, therefore, shall not be entitled to vote or to be counted for purposes of determining whether any vote required under this Amended and Restated Certificate of Incorporation has been approved by the requisite percentage of voting securities or to be counted towards any quorum required pursuant to this Amended and Restated Certificate of Incorporation. No other rights attaching to or terms of the Excess Securities shall be amended, reduced, waived or otherwise varied pursuant to this Article 4(C)(1).
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2. Excess Securities shall only be entitled to the full voting rights set forth for such shares pursuant to this Amended and Restated Certificate of Incorporation following the transfer of the Excess Securities to:
| i. | the Corporation; |
| ii. | a transferee in a widespread public distribution of the Voting Securities of the Corporation; |
| iii. | a transferee in transfers in which no transferee (or group of associated transferees) would receive 2 percent (2%) or more of any Class of Voting Shares of the Corporation; or |
| iv. | a transferee if such transferee would control more than 50 percent (50%) of the Voting Securities of the Corporation without any transfer of Excess Securities. |
3. For the purposes of this Article 4(C) only, an “Affiliate” shall have the meaning set forth in the U.S. Bank Holding Company Act of 1956, as amended, including the Federal Reserve Board’s implementing Regulation Y thereunder (12 C.F.R. Part 225).
4. Special Definitions re: Regulated Holder Issues. For purposes of this Certificate of Incorporation, the following definitions shall apply:
| i. | “BHCA” shall mean the U.S. Bank Holding Company Act of 1956, as amended. |
| ii. | “Class of Voting Shares” shall have the meaning specified in Regulation Y (12 C.F.R. Part 225.2(q)(3)). |
| iii. | “Exchange Trigger Transaction” shall mean the transfer of any series of Nonvoting Securities from a Regulated Holder in any of the following transfers: (A) to the Corporation; (B) a widespread public distribution; (C) a private placement which no one party acquires the right to purchase 2 percent (2%) or more of any Class of Voting Shares of the Corporation; or (D) to a party who would control more than 50 percent (50%) of the Voting Securities of the Corporation without giving effect to such shares of Nonvoting Securities transferred by a Regulated Holder. |
| iv. | “Nonvoting Securities” shall have the meaning specified in Regulation Y (12 C.F.R. Part 225.2(q)(2)). |
| v. | “Regulated Holder” shall mean a holder of shares of a Class of Voting Shares of the Corporation that is a bank holding company under the provisions of the BHCA, together with its Affiliates and any subsequent transferee of any such holder, together with such transferee’s Affiliates, other than a transferee in connection with an Exchange Trigger Transaction. |
| vi. | “Voting Securities” shall have the meaning specified in Regulation Y (12 C.F.R. Part 225.2(q)(l)). |
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Article
5
Bylaws
The Board of Directors shall have the power to adopt, amend or repeal, in whole or in part, the Amended and Restated Bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with Delaware Law or this Amended and Restated Certificate of Incorporation.
The stockholders may adopt, amend or repeal the Bylaws only with the affirmative vote of the holders of not less than a majority of the voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class.
Article
6
Board of Directors
(A) Power of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.
(B) Number of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors which shall constitute the Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time solely by the affirmative vote of a majority of the Board of Directors.
(C) Election of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances from and after the Effective Time, the directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board of Directors. Each director shall serve for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected; provided that the term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of stockholders following the Effective Time, the term of office of the initial Class II directors shall expire at the second annual meeting of stockholders following the Effective Time and the term of office of the initial Class III directors shall expire at the third annual meeting of stockholders following the Effective Time. Notwithstanding the foregoing, each director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective class at the time such classification becomes effective. In the event of any change in the number of directors, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In no event will a decrease in the number of directors shorten the term of any incumbent director.
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There shall be no cumulative voting in the election of directors. Election of directors need not be by written ballot unless the Bylaws so provide.
(D) Vacancies. Vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or otherwise and newly created directorships resulting from any increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office for a term that shall coincide with the term of the Class to which such director shall have been elected, or until his or her earlier death, resignation, retirement, disqualification or removal.
(E) Removal. No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class.
(F) Preferred Stock Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of such class or series of Preferred Stock adopted by resolution or resolutions adopted by the Board of Directors pursuant to Article 4(A) hereto, and such directors so elected shall not be subject to the provisions of this Article 6 unless otherwise provided therein.
Article
7
Meetings of Stockholders
(A) Annual Meetings. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at such place if any, on such date, and at such time as the Board of Directors shall determine.
(B) Special Meetings. Special meetings of the stockholders may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors or by the Chair of the Board of Directors. Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of such class or series of Preferred Stock adopted by resolution or resolutions of the Board of Directors pursuant to Article 4(A) hereto, special meetings of holders of such Preferred Stock.
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(C) No Action by Written Consent. Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, as may be set forth in the resolution or resolutions adopted by the Board of Directors pursuant to Article 4(A) hereto for such class or series of Preferred Stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law, as amended from time to time, and this Article 7 and may not be taken by written consent of stockholders without a meeting.
Article
8
Indemnification
(A) Limited Liability. To the fullest extent permitted by Delaware Law, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment, repeal or elimination of this Article 8, or the adoption of any provision of the Amended and Restated Certificate of Incorporation inconsistent with this Article 8, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph, “officer” shall have the meaning provided in Section 102(b)(7) of the Delaware Law as amended from time to time.
(B) Right to Indemnification.
1. Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law. The right to indemnification conferred in this Article 8 shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law. The right to indemnification conferred in this Article 8 shall be a contract right.
2. The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware Law.
(C) Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware Law.
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(D) Nonexclusivity of Rights. The rights and authority conferred in this Article 8 shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.
(E) Preservation of Rights. Neither the amendment nor repeal of this Article 8, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the Bylaws, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).
Article
9
Forum Selection
(A) Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware Law, this Amended and Restated Certificate of Incorporation or the Bylaws (in each case, as they may be amended from time to time) or as to which Delaware Law confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware). Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, or any rule or regulation promulgated thereunder, shall be the federal district courts of the United States. The Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall have the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in any other forum. Any person or entity holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to consent to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin, or otherwise enforce this Article 9 with respect to, any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article 9 (an “Inconsistent Action”) and (ii) having service of process made upon such person or entity in any such proceeding by service upon such person’s or entity’s counsel in such Inconsistent Action as agent for such person or entity. Notwithstanding the foregoing, the provisions of this Article 9 shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended.
Article
10
Amendments
The Corporation reserves the right to amend this Amended and Restated Certificate of Incorporation in any manner permitted by Delaware Law and all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles 4(B), 5, 6, 7, 9 and this Article 10 may not be repealed or amended in any respect, and no other provision may be adopted, amended or repealed which would have the effect of modifying or permitting the circumvention of the provisions set forth in any of Articles 4(B), 5, 6, 7, 9 or this Article 10, unless, in addition to any vote required by Delaware Law, such action is approved by the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class.
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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation this 1st day of July, 2026.
| /s/ Carlos Domingo | |
| Carlos Domingo | |
| Chief Executive Officer |
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Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
SECURITIZE CORP.
* * * * *
Article
1
Offices
Section 1.01. Registered Office. The registered office of Securitize Corp. (the “Corporation”) shall be Incorporating Services, Ltd., 3500 South Dupont Highway, Dover, DE 19901.
Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.
Section 1.03. Books. The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.
Article
2
Meetings of Stockholders
Section 2.01. Time and Place of Meetings. All meetings of stockholders shall be held at such place, either within or without the State of Delaware, or at no place (by means of remote communication), on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairperson of the Board of Directors in the absence of a designation by the Board of Directors). The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized under Delaware Law. If no determination is made by the Board of Directors, the place of meeting shall be the principal executive offices of the Corporation.
Section 2.02. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors and to transact such other business as may properly be brought before the meeting in accordance with these Bylaws.
Section 2.03. Special Meetings. Special meetings of the stockholders may be called by the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors or by the Chair of the Board of Directors.
Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice. (a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), the Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate of Incorporation”) or these Bylaws, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. The Board of Directors or the chairperson of the meeting may adjourn the meeting to another time or place (whether or not a quorum is present), and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which such adjournment is made or provided in any other manner permitted by Delaware Law. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at themeeting.
(b) A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.05. Quorum. Unless otherwise provided under the Certificate of Incorporation or these Bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding securities of the Corporation generally entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairperson of the meeting or a majority in voting power of the stockholders present in person or represented by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified.
Section 2.06. Voting. (a) Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder. Any share of capital stock of the Corporation held by the Corporation shall have no voting rights. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the holders of a majority of the votes cast at the meeting on the subject matter shall be the act of the stockholders. Abstentions and broker non-votes shall not be counted as votes cast. Subject to the rights of the holders of any class or series of preferred stock to elect additional directors under specific circumstances, as may be set forth in the certificate of designations for such class or series of preferred stock, directors shall be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed by such stockholder or by their attorney thereunto authorized, or by proxy sent by any means of electronic communication permitted by law, which results in a writing from such stockholder or by their attorney, and delivered to the secretary of the meeting. No proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period.
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Section 2.07. Action by Consent. Subject to the rights of the holders of any class or series of preferred stock then outstanding, as may be set forth in the certificate of designations for such class or series of preferred stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law and may not be taken by written consent of stockholders without a meeting.
Section 2.08. Organization. At each meeting of stockholders, the Chairperson of the Board of Directors, if one shall have been elected, or in the Chairperson’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairperson of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairperson of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.
Section 2.09. Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairperson of the meeting.
Section 2.10. Nomination of Directors and Proposal of Other Business.
(a) Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board of Directors or the proposal of other business to be transacted by the stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or any committee thereof duly authorized, (C) as may be provided in the certificate of designations for any class or series of preferred stock or (D) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in paragraph (ii) of this Section 2.10(a) and at the time of the annual meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.10(a), and, except as otherwise required by law, any failure to comply with these procedures shall result in the nullification of such nomination or proposal. For the avoidance of doubt, the foregoing clause (D) shall be the exclusive means for a stockholder to make nominations or propose other business at an annual meeting of stockholders (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act).
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(ii) For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (D) of paragraph (i) of this Section 2.10(a), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Corporation no earlier than 120 days prior to such annual meeting and no later than the later of 90 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by the Corporation. The minimum timeliness requirements of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Securities Exchange Act of 1934 (as amended (together with the rules and regulations promulgated thereunder), the “Exchange Act”), including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.
Notwithstanding anything in this Section 2.10 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting of stockholders is increased effective after the time period for which nominations would otherwise be due under this Section 2.10 and there is no public announcement by the Corporation naming the nominees for the additional directorships or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting of stockholders, a stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new directorships created by such increase, if it shall be delivered to, and received by, the Secretary at the principal executive offices of the Corporation not later than the 10th day following the day on which such public announcement is first made by the Corporation.
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(iii) A stockholder’s notice to the Secretary shall set forth:
(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director:
(1) the name, age, business address and residence address of such person;
(2) the principal occupation or employment of such person;
(3) (i) for each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and proof of any such beneficial ownership) by such person and any affiliates or associates (each within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these Bylaws) of such person, including any such shares that such person, or any affiliates or associates of such person, has the right to acquire beneficial ownership of, (ii) the name of each nominee holder of shares of all capital stock of the Corporation owned beneficially (and proof of any such beneficial ownership) but not of record by such person or any affiliates or associates of such person, and the number of such shares of each class or series of capital stock held by each such nominee holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of, (iii) any agreement, arrangement, relationship or understanding pursuant to which such person, or any affiliates or associates of such person, has a right to vote any shares of any security of the Corporation, (iv) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such person, or any affiliates or associates of such person, with respect to the Corporation’s securities, and (v) any direct or indirect interest of such person, or any affiliates or associates of such person, in any employment agreement, collective bargaining agreement or consulting agreement with the Corporation;
(4) all information relating to such person, or any affiliates or associates of such person, that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act;
(5) all completed and signed questionnaires in the same form as those questionnaires required of the Corporation’s directors (which will be provided to such person within 5 business days following a written request therefor);
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(6) a statement that such person has read the Corporation’s corporate governance guidelines and any other Corporation policies and guidelines applicable to directors (which will be provided to such person within 5 business days following a written request therefor), and a written agreement from such person to adhere to the foregoing policies and guidelines, as amended from time to time, if he or she is elected as a director;
(7) an executed agreement by such person: (i) consenting to serve as a director if elected and (if applicable) to being named in a proxy statement and/or form of proxy relating to the meeting at which directors are to be elected, along with a representation that such person intends to serve a full term as a director if elected, and (ii) that such person is not and will not become a party to (x) any direct or indirect compensatory, payment or other financial agreement, arrangement or understanding with any other person or entity other than the Corporation, in each case in connection with candidacy or service as a director of the Corporation (a “Third-Party Compensation Arrangement”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice from the stockholder required by this Section 2.10, (y) any agreement, arrangement or understanding, including the amount of any payment or payments received or receivable thereunder, with any other person or entity as to how such person would vote or act on any issue or question as a director (a “Voting Commitment”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice from the stockholder required by this Section 2.10 or (z) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; and
(8) such other information reasonably requested by the Corporation to determine whether such person is qualified under the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation to serve as a director and/or independent director of the Corporation;
(B) as to any other business that the stockholder proposes to bring before the meeting:
(1) a brief description of the business desired to be brought before the meeting;
(2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment);
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(3) the reasons for conducting such business; and
(4) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;
(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
(1) the name and address of such stockholder (as they appear on the Corporation’s books) and any such beneficial owner;
(2) a representation as to whether such stockholder or such beneficial owner has complied with all applicable legal requirements in connection with its acquisition of shares or other securities of the Corporation;
(3) a written agreement from such stockholder that it is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear at the meeting in person or through a qualified representative (as defined in Section 2.10(c)(ii)) to make such nomination or proposal;
(4) in the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) will not submit any substitute nominations unless they are made within the time periods set forth in this Section 2.10 and the stockholder and the substitute nominees will otherwise comply with this Section 2.10;
(5) in the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) has not, and shall not, nominate a number of nominees (inclusive of substitutes) that exceeds the number of directors to be elected at the annual meeting; and
(6) a written agreement that such stockholder (and such beneficial owner) shall (i) update and supplement the notice required by this Section 2.10, if necessary, so that the information provided or required in such notice shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting, and as of the date that is 5 business days prior to the meeting or any adjournment or postponement thereof and (ii) deliver such update and supplement so that it is received by the Secretary at the principal executive offices of the Corporation (A) not later than the later of (x) 5 business days after the record date for determining the stockholders entitled to receive notice of the annual meeting and (y) 5 business days after the first public announcement of such record date, in the case of any update and supplement required to be made as of the record date, and (B) not later than 5 business days before the meeting or any adjournment or postponement thereof, in the case of any update and supplement required to be made as of the date that is 5 business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 2.10 or any other section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any stockholder’s notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a stockholder who has previously submitted a stockholder’s notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders;
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(D) as to each of the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, and, if such stockholder or beneficial owner is an entity, each person controlling, controlled by or under common control with such stockholder or beneficial owner (each such person or entity contemplated by this clause (D), a “Proposing Person”):
(1) for each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and proof of any such beneficial ownership) by such Proposing Person, or any associates (within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these Bylaws) of such Proposing Person, including any such shares that such Proposing Person, or any associates of such Proposing Person, has the right to acquire beneficial ownership of;
(2) the name of each nominee holder of each class or series of capital stock of the Corporation that are owned beneficially (and proof of any such beneficial ownership) but not of record by such Proposing Person, or any associates of such Proposing Person, and the number of such shares of each class or series of capital stock of the Corporation held by each such nominee holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of;
(3) a description of any agreement, arrangement, relationship or understanding pursuant to which such Proposing Person, or any associates of such Proposing Person, has a right to vote any shares of any security of the Corporation;
(4) a description of any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation;
(5) a description of (i) any plans or proposals which any such Proposing Person may have with respect to securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and (ii) any agreement, arrangement or understanding (including the identity of the parties thereto) with respect to the nomination or other business between or among such Proposing Parties and any other parties, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable), in each case as of the date the notice required by this Section 2.10 is delivered to the Corporation by the stockholder, or beneficial owner in such business, if any, presenting the nomination or other proposal;
(6) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Proposing Person, or any associates of such Proposing Person, with respect to the Corporation’s securities;
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(7) a written representation as to whether any Proposing Person, or any other participant as defined in Item 4 of Schedule 14A under the Exchange Act, will engage in a solicitation with respect to such nomination or other business and, if so, whether such solicitation will be conducted as an exempt solicitation under Rule 14a-2(b) of the Exchange Act, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and (x) in the case of a proposal of business other than nominations, whether such person or group intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal, (y) in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, confirming that such person or group will deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Exchange Act Rule 14a-16(a) or Exchange Act Rule 14a-16(n), a proxy statement and/or form of proxy to holders of at least sixty-seven percent (67%) of the voting power of the Corporation’s capital stock entitled to vote generally in the election of directors and/or (z) whether such person or group intends to otherwise solicit proxies or votes from holders in support of such proposal or nomination (for purposes of this clause (7), the term “holders” shall include, in addition to stockholders of record, any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act);
(8) a representation that promptly after any Proposing Person solicits the holders of the Corporation’s stock referred to in the representation required under the preceding clause, and in any event no later than 5 business days before the applicable meeting, such Proposing Person will provide the Corporation with reasonable documentary evidence (as determined by the Corporation or one of its representatives, acting in good faith), which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and/or form of proxy to holders of such percentage of the Corporation’s stock;
(9) any direct or indirect interest of such Proposing Person, or any associates of such Proposing Person, in any contract (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement) with the Corporation, or any affiliate of the Corporation;
(10) any other information relating to such Proposing Person, or any associates of such Proposing Person, or proposed business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such nominee or proposal pursuant to Section 14 of the Exchange Act; and
(11) such other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action.
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(b) Special Meetings of Stockholders. If the election of directors is included as business to be brought before a special meeting in the Corporation’s notice of meeting, then nominations of persons for election to the Board of Directors at a special meeting of stockholders may be made by any stockholder who is a stockholder of record at the time of giving of notice provided for in this Section 2.10(b) and at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.10(b); provided, however, that the number of nominees a stockholder may nominate for election at the special meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected as such special meeting. For nominations to be properly brought by a stockholder before a special meeting of stockholders pursuant to this Section 2.10(b), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (A) not earlier than 120 days prior to the date of the special meeting nor (B) later than the later of 90 days prior to the date of the special meeting and the 10th day following the day on which public announcement of the date of the special meeting was first made by the Corporation. A stockholder’s notice to the Secretary shall comply with the notice requirements of Section 2.10(a)(iii). The minimum timeliness requirements of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of a special meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such notice of a stockholder shall include the same information, representations, certifications and agreements that would be required if the stockholder were to make a nomination in connection with an annual meeting of stockholders pursuant to the preceding provisions of this Section 2.10, and such stockholder shall be obligated to provide the same supplemental or additional information in connection with a special meeting of stockholders as required pursuant to the preceding provisions of this Section 2.10 in connection with an annual meeting of stockholders.
(c) General. (i) No person shall be eligible to be nominated by a stockholder to be elected or reelected at any meeting of stockholders to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.10. No business proposed by a stockholder shall be conducted at a stockholder meeting except in accordance with this Section 2.10.
(ii) Without limiting any remedy available to the Corporation, and unless otherwise determined by the Board of Directors, the Chairperson of the Board of Directors or the chairperson of the meeting, a stockholder may not present nominations for director or business proposals at an annual or special meeting of stockholders (and any such nominee shall be disqualified from standing for election or re-election), notwithstanding proxies or votes may have been solicited and/or received with respect thereto, if such stockholder, any beneficial owner, any Proposing Person or any nominee or substitute nominee for director: (A) acted contrary to any representation, statement, certification or agreement required by the applicable provisions of these Bylaws; (B) otherwise failed to comply with these Bylaws or with any law, rule or regulation identified in these Bylaws, including all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.10; or (C) provided information to the Corporation (whether required by these Bylaws or otherwise) that is false, misleading, inaccurate or incomplete in any material respect. The Board of Directors, the Chairperson of the Board of Directors or the chairperson of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws or that business was not properly brought before the meeting, and if he/she should so determine, he/she shall so declare to the meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation and counted for purposes of determining a quorum. For purposes of this Section 2.10, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
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Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any Proposing Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)) with respect to any proposed nominee for election as a director of the Corporation and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Proposing Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)), such Proposing Person, shall deliver to the Corporation, no later than 5 business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
(iii) Compliance with paragraphs (a) and (b) of this Section 2.10 shall be the exclusive means for a stockholder to make nominations or submit other business (other than as provided in Section 2.10(c)(iv)).
(iv) Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this Section 2.10 shall be deemed satisfied by a stockholder if such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8 under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for the meeting of stockholders.
(v) Any stockholder directly or indirectly soliciting proxies from other stockholders in connection with any annual or special meeting of stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by or on behalf of the Board of Directors.
(vi) For purposes of these Bylaws, “business day” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York; and “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day.
Article
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Directors
Section 3.01. Number, Election and Term of Office. Subject to the Certificate of Incorporation, the number of directors shall be fixed from time to time solely by resolution adopted by the affirmative vote of a majority of the Board. The term of each director shall be as set forth in the Certificate of Incorporation. Directors need not be stockholders.
Section 3.02. Quorum and Manner of Acting. Unless the Certificate of Incorporation or these Bylaws require a greater number, a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and, except as otherwise expressly required by law or by the Certificate of Incorporation, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
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Section 3.03. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairperson of the Board of Directors in the absence of a determination by the Board of Directors).
Section 3.04. Annual Meeting. The Board of Directors may meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place, if any, either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.06 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.
Section 3.05. Regular Meetings. After the place, if any, and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.
Section 3.06. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors or the President and shall be called by the Chairperson of the Board of Directors, President or the Secretary, on the written request of three directors. Notice of special meetings of the Board of Directors shall be given to each director at least 48 hours before the date of the meeting in such manner as is determined by the Board of Directors.
Section 3.07. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 3.08. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented, signed and delivered in any manner permitted by Delaware Law. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are maintained.
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Section 3.09. Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
Section 3.10. Resignation. Any director may resign from the Board of Directors at any time by giving notice to the Board of Directors or to the Secretary of the Corporation. Any such notice must be in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.11. Vacancies. Unless otherwise provided in the Certificate of Incorporation, vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office for a term that shall coincide with the term of the Class to which such director shall have been elected. If there are no directors in office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the Certificate of Incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of the other vacancies.
Section 3.12. Removal. No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the corporation generally entitled to vote in the election of directors, voting together as a single class.
Section 3.13. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.
Section 3.14. Preferred Stock Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of preferred stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of Sections 3.01, 3.11 and 3.12 of this Article 3 unless otherwise provided therein.
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Section 3.15. Board Observers. The Board of Directors may designate one or more persons as non-voting observer(s) (each, an “Observer”), and remove any Observer designated by it, in its sole discretion. Each Observer shall be entitled to receive the same notices and information delivered to the directors in connection with meetings of the Board of Directors, at the same time and in the same form as delivered to the directors; provided, however, that the Board of Directors reserves the right to exclude any Observer from access to any information or meeting or portion thereof if the Board of Directors believes that such exclusion is reasonably necessary or advisable (A) to prevent the disclosure of trade secrets or competitively sensitive information to third parties, (B) to prevent the violation of applicable law or any contractual or other obligation of confidentiality owing to a third party, (C) to preserve the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (D) to prevent the exposure of the Corporation to risk of liability for disclosure of personal information, (E) in light of any actual or potential conflicts of interest and (F) for any other reason the Board of Directors may deem appropriate.
Article
4
Officers
Section 4.01. Principal Officers. The principal officers of the Corporation shall be appointed by the Board of Directors and may consist of a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers, including one or more Controllers, as the Board of Directors may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary.
Section 4.02. Appointment, Term of Office and Remuneration. The principal officers of the Corporation shall be appointed by the Board of Directors in the manner determined by the Board of Directors. Each such officer shall hold office for such period as the Board of Directors may from time to time determine and until their successor is appointed, or until their earlier death, resignation, retirement, disqualification or removal. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.
Section 4.03. Subordinate Officers. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.
Section 4.04. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors.
14
Section 4.05. Resignations. Any officer may resign at any time by giving notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). Any such notice must be in writing. The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.06. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.
Article
5
Capital Stock
Section 5.01. Certificates For Stock; Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares or a combination of certificated and uncertificated shares. Any such resolution that shares of a class or series will only be uncertificated shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Except as otherwise required by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairperson or Vice Chairperson of the Board of Directors, or the Chief Executive Officer, President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.
Section 5.02. Lost Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it that is alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
Section 5.03. Shares Without Certificates. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with Delaware Law.
15
Section 5.04. Transfer Of Shares. Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation.
Section 5.05. Authority for Additional Rules Regarding Transfer. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising in connection therewith.
Article
6
Indemnification
Section 6.01. Limited Liability. A director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by applicable law.
Section 6.02. Right to Indemnification. (a) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or while an officer or director of the Corporation is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law. The right to indemnification conferred in this Article 6 shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by applicable law. The right to indemnification conferred in this Article 6 shall be a contract right, provided, however, that, except with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.
(b) The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by applicable law.
Section 6.03. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable law.
16
Section 6.04. Nonexclusivity of Rights. The rights and authority conferred in this Article 6 shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.
Section 6.05. Preservation of Rights. Neither the amendment nor repeal of this Article 6, nor the adoption of any provision of the Certificate of Incorporation or these Bylaws, nor, to the fullest extent permitted by applicable law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).
Article
7
General Provisions
Section 7.01. Fixing the Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may in its discretion or as required by law fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall fix the same date or an earlier date as the record date for stockholders entitled to notice of such adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
17
Section 7.02. Dividends. Subject to limitations contained in Delaware Law and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.
Section 7.03. Year. The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.
Section 7.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.
Section 7.05. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock.
Section 7.06. Amendments. These Bylaws or any of them, may be altered, amended or repealed, or new Bylaws may be made, by the stockholders entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors as provided in the Certificate of Incorporation. Unless a higher percentage is required by the Certificate of Incorporation as to any matter that is the subject of these Bylaws, all such amendments must be approved by the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the Corporation, generally entitled to vote in the election of directors, voting together as a single class, or by a majority of the Board of Directors.
Section 7.07. Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware Law, the Certificate of Incorporation or these Bylaws (in each case, as they may be amended from time to time) or as to which Delaware Law confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware). Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act of 1933, or any rule or regulation promulgated thereunder, shall be the federal district courts of the United States. The Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall have the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in any other forum. Any person or entity holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to consent to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin, or otherwise enforce this Section 7.07 with respect to, any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Section 7.07 (an “Inconsistent Action”) and (ii) having service of process made upon such person or entity in any such proceeding by service upon such person's or entity’s counsel in such Inconsistent Action as agent for such person or entity. Notwithstanding the foregoing, the provisions of this Section 7.07 shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended.
18
Exhibit 21.1
List of Subsidiaries of Securitize Corp.
| Name of Subsidiary | Jurisdiction of Incorporation or Organization | |
| Securitize Fund Services, LLC | Delaware | |
| Securitize Transfer Agent, LLC | Delaware | |
| Securitize Capital LLC | Delaware | |
| Securitize Markets, LLC | Delaware | |
| Securitize ID LLC | Delaware | |
| Securitize for Advisors, Inc. | Delaware | |
| Pacific Stock Transfer Company | Nevada | |
| Securitize Innovations, LLC | Delaware | |
| Securitize Japan, KK | Japan | |
| Securitize Israel, LTD | Israel | |
| Securitize Europe-Digital Asset Tokenization, S.L. | Spain | |
| Securitize Europe Brokerage and Markets, S.V., S.A | Spain | |
| Securitize Technologies (BVI) Limited (formerly SZ Credit SPC Limited) | British Virgin Island | |
| SZ Credit Rewards Limited | British Virgin Island | |
| Pinecrest Merger Sub | Cayman Islands | |
| Securitize I, Inc. | Delaware |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (“Form 8-K”) filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2026 and, if not defined in the Form 8-K, capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the definitive proxy statement/prospectus filed by PubCo with the Securities and Exchange Commission on June 5, 2026, prior to the consummation of the business combination (the “Proxy Statement/Prospectus”).
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of CEPT and Securitize adjusted to give effect to the Business Combination, the PIPE investment and related transactions, as outlined below. CEPT and Securitize are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company.” On June 29, 2026, the Business Combination was approved by CEPT shareholders. The Business Combination was completed on July 1, 2026 (the “Closing Date”). Following the Closing, the Combined Company became the publicly traded parent company, with its common stock listed on the New York Stock Exchange under the ticker symbol “SECZ.” Refer to Note 1 — Description of the Business Combination for more details.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 assumes that the Business Combination and related transactions occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. These periods are presented on the basis that Securitize is the acquirer for accounting purposes.
The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the unaudited historical condensed consolidated financial statements of CEPT and Securitize as of and for the three months ended March 31, 2026, the audited historical consolidated financial statements of CEPT and Securitize as of and for the year ended December 31, 2025, and the notes thereto, as well as the disclosures contained in the sections titled “CEPT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Securitize’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included on page 193 and 212 in the Proxy Statement/Prospectus, respectively.
The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and do not purport to represent what our financial position or results of operations would have been if the proposed transactions had actually occurred as of the dates indicated, nor does it project our financial position at any future date or our results of operations or cash flows for any future period.
The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of PubCo pursuant to the consummation of the transactions. The unaudited pro forma transaction accounting adjustments presented in the accompanying notes represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with generally accepted accounting principles in the United States (“GAAP”). Under this method of accounting, CEPT is treated as the “acquired” company for financial reporting purposes. Securitize has been determined to be the accounting acquirer because existing Securitize stockholders, as a group, have retained the largest portion of the voting rights in the combined entity, the executive officers of PubCo were appointed by Securitize, the majority of the board of directors of PubCo were appointed by Securitize, Securitize represents a significant majority of the operations of PubCo, and the operations of Securitize are the continued operations of PubCo.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2026
| Securitize, Inc. | CEPT | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 14,459,817 | $ | 25,000 | $ | 188,137,250 | A | $ | 351,867,619 | |||||||||
| (72,512,934 | ) | C | ||||||||||||||||
| 250,760,355 | B | |||||||||||||||||
| (48,303,869 | ) | E | ||||||||||||||||
| 20,000,000 | K | |||||||||||||||||
| (1,036,653 | ) | O | ||||||||||||||||
| 338,652.7100 | O | |||||||||||||||||
| Digital assets from operations | 165,100 | — | — | 165,100 | ||||||||||||||
| Digital assets held for investment | 1,177,803 | — | — | 1,177,803 | ||||||||||||||
| Digital assets receivable | 2,059,917 | — | — | 2,059,917 | ||||||||||||||
| Customer escrow funds | 15,346,879 | — | — | 15,346,879 | ||||||||||||||
| Investments in available-for-sale marketable securities | 935,631 | — | — | 935,631 | ||||||||||||||
| Investments in tokenized assets | 11,156,182 | — | — | 11,156,182 | ||||||||||||||
| Accounts receivable, net | 10,458,771 | — | — | 10,458,771 | ||||||||||||||
| Accounts receivable, related parties | 433,409 | — | — | 433,409 | ||||||||||||||
| Contract assets | 10,891,564 | — | — | 10,891,564 | ||||||||||||||
| Deferred offering costs | 4,832,374 | — | (4,832,374 | ) | E | — | ||||||||||||
| Prepaid expenses and other current assets | 3,117,837 | 208,750 | (208,750 | ) | G | 3,117,837 | ||||||||||||
| Total current assets | 75,035,284 | 233,750 | 332,341,678 | 407,610,712 | ||||||||||||||
| Digital assets receivable, noncurrent | 1,619,919 | — | — | 1,619,919 | ||||||||||||||
| Contract assets, noncurrent | 2,927,648 | — | — | 2,927,648 | ||||||||||||||
| Notes receivable, related parties | 8,238,757 | — | — | 8,238,757 | ||||||||||||||
| Intangible assets, net | 20,033,715 | — | — | 20,033,715 | ||||||||||||||
| Goodwill | 26,365,270 | — | — | 26,365,270 | ||||||||||||||
| Other noncurrent assets | 872,986 | 12,497 | (12,473 | ) | G | 873,010 | ||||||||||||
| Available-for-sale debt securities held in Trust Account, at fair value (amortized cost $248,730,877) | — | 248,753,164 | (248,730,877 | ) | B | — | ||||||||||||
| (22,287 | ) | B | ||||||||||||||||
| 2,007,191 | B | |||||||||||||||||
| (2,007,191 | ) | B | ||||||||||||||||
| Total assets | $ | 135,093,579 | $ | 248,999,411 | $ | 83,576,041 | $ | 467,669,031 | ||||||||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 1,517,862 | $ | — | $ | — | $ | 1,517,862 | ||||||||||
| Notes payable, related party | — | 604,841 | (943,494 | ) | O | — | ||||||||||||
| 338,653 | O | |||||||||||||||||
| Interest payable | 6,180,032 | — | — | 6,180,032 | ||||||||||||||
| Accrued expenses and other current liabilities | 7,871,491 | 2,545,137 | (93,159 | ) | O | 3,927,518 | ||||||||||||
| (2,451,978 | ) | E | ||||||||||||||||
| (3,943,973 | ) | E | ||||||||||||||||
| Deferred revenue | 470,358 | — | — | 470,358 | ||||||||||||||
| Customer escrow funds payable | 15,341,786 | — | — | 15,341,786 | ||||||||||||||
| Total current liabilities | 31,381,529 | 3,149,978 | (7,093,951 | ) | 27,437,556 | |||||||||||||
| Deferred revenue, noncurrent | 1,032,301 | — | — | 1,032,301 | ||||||||||||||
| Simple agreements for future equity | 11,817,000 | — | (11,817,000 | ) | D | — | ||||||||||||
| Convertible promissory notes payable, net | 73,773,844 | — | (73,773,844 | ) | D | — | ||||||||||||
| Derivative liability | 28,171,000 | — | (28,171,000 | ) | D | — | ||||||||||||
| Option liability | 11,300,000 | — | (11,300,000 | ) | K | — | ||||||||||||
| Deferred tax liability | 306,642 | — | — | 306,642 | ||||||||||||||
| Forward sale securities liability | — | 2,983,500 | (2,983,500 | ) | A | — | ||||||||||||
| Earnout liability | — | — | 63,248,000 | H | 63,248,000 | |||||||||||||
| Sponsor earnout liability | — | — | 19,679,829 | I | 19,679,829 | |||||||||||||
| Total liabilities | $ | 157,782,316 | $ | 6,133,478 | $ | (52,211,466 | ) | $ | 111,704,328 | |||||||||
| Mezzanine equity: | ||||||||||||||||||
| J Digital 6 warrants | $ | 1,169,721 | $ | — | $ | — | $ | 1,169,721 | ||||||||||
| Series Option redeemable convertible preferred stock | — | — | 31,300,000 | K | — | |||||||||||||
| (31,300,000 | ) | D | ||||||||||||||||
| Series B-4 redeemable convertible preferred stock | 42,348,900 | — | (42,348,900 | ) | D | — | ||||||||||||
| Series B-3 redeemable convertible preferred stock | 21,969,898 | — | (21,969,898 | ) | D | — | ||||||||||||
| Series B-2 redeemable convertible preferred stock | 24,387,798 | — | (24,387,798 | ) | D | — | ||||||||||||
| Series B-1 redeemable convertible preferred stock | 21,407,747 | — | (21,407,747 | ) | D | — | ||||||||||||
| Series A redeemable convertible preferred stock | 14,700,686 | — | (14,700,686 | ) | D | — | ||||||||||||
| Class A ordinary shares subject to possible redemption | — | 252,353,188 | (3,600,000 | ) | F | — | ||||||||||||
| (179,301,732 | ) | L | ||||||||||||||||
| (69,451,456 | ) | C | ||||||||||||||||
| Total Mezzanine Equity | $ | 125,984,750 | $ | 252,353,188 | $ | (377,168,217 | ) | $ | 1,169,721 | |||||||||
| Stockholders’ deficit: | ||||||||||||||||||
| Common stock, $0.0001 par value | $ | 870 | $ | — | $ | 1,759 | D | $ | — | |||||||||
| (2,629 | ) | J | ||||||||||||||||
| Class A Common stock, $0.0001 par value | 33 | — | (33 | ) | J | — | ||||||||||||
| Treasury stock, 150,000 shares at cost | (1,599,978 | ) | — | 1,599,978 | J | — | ||||||||||||
| Class A ordinary shares, $0.0001 par value | — | 58 | 1,973 | A | — | |||||||||||||
| 1,716 | L | |||||||||||||||||
| (3,747 | ) | N | ||||||||||||||||
| Class B ordinary shares, $0.0001 par value | — | 600 | (600 | ) | N | — | ||||||||||||
| PubCo Common stock, $0.0001 par value | — | — | 11,975 | J | 16,322 | |||||||||||||
| 4,347 | N | |||||||||||||||||
| Additional paid-in capital | 25,216,810 | — | 269,875,114 | D | 528,214,149 | |||||||||||||
| (20,050,841 | ) | E | ||||||||||||||||
| (30,869,375 | ) | M | ||||||||||||||||
| (63,248,000 | ) | H | ||||||||||||||||
| (19,679,829 | ) | I | ||||||||||||||||
| (465,023 | ) | J | ||||||||||||||||
| 179,300,016 | L | |||||||||||||||||
| 188,135,277 | A | |||||||||||||||||
| Accumulated deficit | (173,435,490 | ) | (9,510,200 | ) | 30,869,375 | M | (173,435,489 | ) | ||||||||||
| (26,689,451 | ) | E | ||||||||||||||||
| 2,983,500 | A | |||||||||||||||||
| 3,600,000 | F | |||||||||||||||||
| (221,223 | ) | G | ||||||||||||||||
| 22,287 | B | |||||||||||||||||
| 2,007,191 | B | |||||||||||||||||
| Accumulated other comprehensive income | 1,144,268 | 22,287 | (22,287 | ) | B | — | ||||||||||||
| (1,144,268 | ) | J | ||||||||||||||||
| Total stockholders’ deficit | $ | (148,673,487 | ) | $ | (9,487,255 | ) | $ | 512,955,724 | $ | 354,794,982 | ||||||||
| Total liabilities, mezzanine equity and stockholders’ deficit | $ | 135,093,579 | $ | 248,999,411 | $ | 83,576,041 | $ | 467,669,031 | ||||||||||
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| Securitize, Inc. | CEPT | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| Revenue | $ | 19,478,466 | $ | — | $ | — | $ | 19,478,466 | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 4,469,890 | — | — | 4,469,890 | ||||||||||||||
| Selling, general & administrative | 7,738,093 | 1,450,221 | 1,595,469 | FF | 10,783,783 | |||||||||||||
| Compensation and benefits | 9,100,598 | — | — | 9,100,598 | ||||||||||||||
| Provision for expected credit losses | 285,453 | — | — | 285,453 | ||||||||||||||
| Administrative expenses - related party | — | 30,000 | (30,000 | ) | EE | — | ||||||||||||
| Loss on digital assets from operations, net | 286,592 | — | — | 286,592 | ||||||||||||||
| Total operating costs and expenses | 21,880,626 | 1,480,221 | 1,565,469 | 24,926,316 | ||||||||||||||
| Loss from operations | (2,402,160 | ) | (1,480,221 | ) | (1,565,469 | ) | (5,447,850 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest expense | (2,268,575 | ) | — | 2,268,575 | CC | — | ||||||||||||
| Interest income | 237,114 | — | — | 237,114 | ||||||||||||||
| Interest income on investments held in Trust Account | — | 2,251,571 | (2,251,571 | ) | AA | — | ||||||||||||
| Change in fair value of forward sale securities | — | 1,625,060 | (1,625,060 | ) | DD | — | ||||||||||||
| Dividend income | 153,452 | — | — | 153,452 | ||||||||||||||
| Loss on digital assets held for investments, net | (920,467 | ) | — | — | (920,467 | ) | ||||||||||||
| Other income, net | 589,992 | — | — | 589,992 | ||||||||||||||
| Change in fair value of simple agreements for future equity | (1,368,000 | ) | — | 1,368,000 | DD | — | ||||||||||||
| Change in fair value of derivative liability | (2,001,000 | ) | — | 2,001,000 | DD | — | ||||||||||||
| Change in fair value of option liability | 90,000 | — | (90,000 | ) | DD | — | ||||||||||||
| Realized gain on sale of available-for-sale debt securities | — | — | 22,287 | HH | — | |||||||||||||
| (22,287 | ) | HH | ||||||||||||||||
| Total other income (expense), net | (5,487,484 | ) | 3,876,631 | 1,670,944 | 60,091 | |||||||||||||
| Net income (loss) from continuing operations before income taxes | (7,889,644 | ) | 2,396,410 | 105,475 | (5,387,759 | ) | ||||||||||||
| Provision for income taxes | (43,008 | ) | — | — | (43,008 | ) | ||||||||||||
| Income (loss) from continuing operations, net of tax | (7,932,652 | ) | 2,396,410 | 105,475 | (5,430,767 | ) | ||||||||||||
| Net income (loss) | (7,932,652 | ) | 2,396,410 | 105,475 | (5,430,767 | ) | ||||||||||||
| Net income (loss) from continuing operations attributable to common stockholders | $ | (7,932,652 | ) | $ | 2,396,410 | $ | 105,475 | $ | (5,430,767 | ) | ||||||||
| Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted | $ | (0.88 | ) | |||||||||||||||
| Weighted average common stock and Class A common stock shares outstanding - basic and diluted | 8,997,924 | |||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||
| Class A - Public shares | 24,000,000 | |||||||||||||||||
| Class A - Private placement | 580,000 | |||||||||||||||||
| Class B - Ordinary shares | 6,000,000 | |||||||||||||||||
| Basic and diluted net loss per share | ||||||||||||||||||
| Class A - Public shares | $ | 0.08 | ||||||||||||||||
| Class A - Private placement | $ | 0.08 | ||||||||||||||||
| Class B - Ordinary shares | $ | 0.08 | ||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 161,418,683 | |||||||||||||||||
| Net loss from continuing operations per share - basic and Diluted | $ | (0.03 | ) | |||||||||||||||
| Other comprehensive income: | ||||||||||||||||||
| Foreign currency translation adjustment | 49,886 | — | — | 49,886 | ||||||||||||||
| Change in unrealized depreciation of available-for-sale debt securities | — | (115,760 | ) | 115,760 | HH | — | ||||||||||||
| Total other comprehensive income (loss) | 49,886 | (115,760 | ) | 115,760 | 49,886 | |||||||||||||
| Comprehensive income (loss) | $ | (7,882,766 | ) | $ | 2,280,650 | $ | 221,235 | $ | (5,380,881 | ) | ||||||||
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| Securitize, Inc. | CEPT | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| Revenue | $ | 62,152,140 | $ | — | $ | — | $ | 62,152,140 | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 13,472,042 | — | — | 13,472,042 | ||||||||||||||
| Selling, general & administrative | 20,525,686 | 1,773,577 | 15,933,068 | FF | 38,232,331 | |||||||||||||
| Compensation and benefits | 37,176,194 | — | — | 37,176,194 | ||||||||||||||
| Acquisition related transaction costs | — | — | 26,689,451 | BB | 26,689,451 | |||||||||||||
| Provision for expected credit losses | 397,382 | — | — | 397,382 | ||||||||||||||
| Administrative expenses - related party | — | 79,677 | (79,677 | ) | EE | — | ||||||||||||
| Loss on digital assets from operations, net | 5,113,796 | — | — | 5,113,796 | ||||||||||||||
| Total operating costs and expenses | 76,685,100 | 1,853,254 | 42,542,842 | 121,081,196 | ||||||||||||||
| Loss from operations | (14,532,960 | ) | (1,853,254 | ) | (42,542,842 | ) | (58,929,056 | ) | ||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest expense | (6,892,872 | ) | — | 6,390,414 | CC | (502,458 | ) | |||||||||||
| Interest income | 1,177,726 | — | (145,111 | ) | GG | 1,032,615 | ||||||||||||
| Interest income on investments held in Trust Account | — | 6,479,330 | (6,479,330 | ) | AA | — | ||||||||||||
| Dividend income | 227,133 | — | — | 227,133 | ||||||||||||||
| Change in fair value of forward sale securities | — | (4,608,560 | ) | 4,608,560 | DD | — | ||||||||||||
| Other income, net | 862,360 | — | — | 862,360 | ||||||||||||||
| Change in fair value of simple agreements for future equity | (4,735,000 | ) | — | 4,735,000 | DD | — | ||||||||||||
| Change in fair value of derivative liability | (11,719,000 | ) | — | 11,719,000 | DD | — | ||||||||||||
| Change in fair value of option liability | (6,431,000 | ) | — | 6,431,000 | DD | — | ||||||||||||
| Realized gain on sale of available-for-sale debt securities | — | — | 138,047 | HH | — | |||||||||||||
| (138,047 | ) | HH | ||||||||||||||||
| Total other income (expense), net | (27,510,653 | ) | 1,870,770 | 27,259,533 | 1,619,650 | |||||||||||||
| Net income (loss) from continuing operations before income taxes | (42,043,613 | ) | 17,516 | (15,283,309 | ) | (57,309,406 | ) | |||||||||||
| Provision for income taxes | (324,550 | ) | — | — | (324,550 | ) | ||||||||||||
| Income (loss) from continuing operations, net of tax | $ | (42,368,163 | ) | $ | 17,516 | $ | (15,283,309 | ) | $ | (57,633,956 | ) | |||||||
| Net income (loss) | (42,368,163 | ) | 17,516 | (15,283,309 | ) | (57,633,956 | ) | |||||||||||
| Deemed dividend to preferred stockholders | (1,493,539 | ) | — | — | (1,493,539 | ) | ||||||||||||
| Net income (loss) from continuing operations attributable to common stockholders | $ | (43,861,702 | ) | $ | 17,516 | $ | (15,283,309 | ) | $ | (59,127,495 | ) | |||||||
| Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted | $ | (4.98 | ) | |||||||||||||||
| Weighted average common stock and Class A common stock shares outstanding - basic and diluted | 8,813,380 | |||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||
| Class A - Public shares | 15,846,575 | |||||||||||||||||
| Class A - Private placement | 382,959 | |||||||||||||||||
| Class B - Ordinary shares | 6,000,000 | |||||||||||||||||
| Basic and diluted net loss per share | ||||||||||||||||||
| Class A - Public shares | $ | — | ||||||||||||||||
| Class A - Private placement | $ | — | ||||||||||||||||
| Class B - Ordinary shares | $ | — | ||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 161,418,683 | |||||||||||||||||
| Net loss from continuing operations per share - basic and diluted | $ | (0.37 | ) | |||||||||||||||
| Other comprehensive income: | ||||||||||||||||||
| Foreign currency translation adjustment | 627,402 | — | — | 627,402 | ||||||||||||||
| Change in unrealized depreciation of available-for-sale debt securities | — | 138,047 | (138,047 | ) | HH | — | ||||||||||||
| Total other comprehensive income (loss) | 627,402 | 138,047 | (138,047 | ) | 627,402 | |||||||||||||
| Comprehensive income (loss) | $ | (41,740,761 | ) | $ | 155,563 | $ | (15,421,356 | ) | $ | (57,006,554 | ) | |||||||
4
COMBINED COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Description of the Business Combination
On July 1, 2026, CEPT, Securitize, PubCo, CEPT Merger Sub and Securitize Merger Sub consummated the transactions contemplated by the Business Combination Agreement among them, dated October 27, 2025, following their approval at a special meeting of the stockholders of CEPT held on June 29, 2026 (the “Special Meeting”). Pursuant to the terms of the Merger Agreement, a business combination of CEPT and PubCo was effected through (i) the merger of CEPT with and into CEPT Merger Sub, with CEPT Merger Sub surviving as a wholly owned subsidiary of PubCo, and (ii) the merger of Securitize Merger Sub with and into Securitize, with Securitize surviving as a wholly owned subsidiary of PubCo. On the Closing Date, PubCo changed its name to Securitize Corp.
The “Per Share Company Merger Consideration” is, for each share of Securitize Common Stock being converted into shares of PubCo Common Stock in the Securitize Merger, such number of shares of PubCo Common Stock equal to (a) (i) the Equity Value of Securitize (which is $1,250,000,000, subject to adjustments calculated in accordance with the Business Combination Agreement), divided by (b) the Fully-Diluted Company Shares (calculated in accordance with the Business Combination Agreement), divided by (iii) $10.00, and (b) the right to receive the relevant portion of 6,250,000 shares of PubCo Common Stock (the “Securitize Earnout Shares”), if any, attributable to such shares. The Per Share Company Merger Consideration was 4.44.
The Securitize Earnout Shares will be issued to Securitize Stockholders if, at any time during the five (5) year period following the Closing Date, the VWAP of PubCo Common Stock exceeds certain price thresholds (the “Issuance Threshold”) as described below: (i) one-third of the Securitize Earn-Out Shares will be issued if the VWAP of PubCo Common Stock exceeds $15.00 for 20 out of any 30 trading days beginning 90 days after the Closing, (ii) one-third of the Securitize Earnout Shares will be issued if the VWAP of PubCo Common Stock exceeds $20.00 for 20 out of any 30 trading days beginning 90 days after Closing, and (iii) one-third of the Securitize Earnout Shares will be issued if the VWAP of PubCo Common Stock exceeds $25.00 for 20 out of any 30 trading days beginning 90 days after Closing.
Contemporaneously with the execution of the Business Combination Agreement, CEPT, the Sponsor, PubCo and Securitize entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to surrender, for no consideration, up to 30% of its CEPT Class B Ordinary Shares immediately prior to, and conditioned upon, the Closing (such number of Surrendered CEPT Shares to be determined pursuant to a formula taking into account the number of CEPT Redeemed Shares and the gross proceeds from the PIPE Investments exceeding $100,000,000). Upon the Closing, no such shares were surrendered. In addition, Sponsor agreed to subject the Sponsor Earnout Shares to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earnout during the Earnout Period, with one-third of such shares vesting in the event the VWAP of a share of PubCo Common Stock exceeds Issuance Thresholds of $12.50, $15.00 and $17.50, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing. Contemporaneously with the execution of the Business Combination Agreement, the PIPE Investors agreed to make a private investment in CEPT by purchasing Class A ordinary shares. On the Closing Date, the PIPE Investors purchased from CEPT an aggregate of 19,735,000 shares of CEPT Class A Ordinary Shares for a purchase price of $10.00 per share and an aggregate purchase price of approximately $197,350,000, pursuant to the PIPE Subscription Agreements. The net proceeds from the PIPE will be used by PubCo for transaction expenses, working capital and general corporate purposes. The PIPE Investors satisfied all of their obligations in cash.
On June 29, 2026, CEPT held an extraordinary general meeting of its shareholders at which certain proposals were submitted to a vote of CEPT shareholders (“CEPT Shareholders”). The proposals are described in more detail in CEPT’s definitive proxy statement filed with the Securities and Exchange Commission on June 5, 2026 (the “Definitive Proxy Statement”). Only CEPT Shareholders of record as of the close of business on May 11, 2026, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 30,580,000 ordinary shares of CEPT were issued and outstanding and entitled to vote at the Special Meeting.
In connection with Special Meeting and the Business Combination, holders of 6,842,508 shares of CEPT Class A ordinary share, par value $.0001 per share, or approximately 28.5% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.60 per share, for an aggregate redemption amount of $72,512,934.
5
The following table summarizes the pro forma shares of PubCo Common Stock outstanding, excluding the potential dilutive effect of (i) the Securitize Earnout Shares; (ii) the Assumed Warrants; and (iii) the Assumed Options.
| Shares | Ownership % | |||||||
| Public Shareholders | 17,157,492 | 10.5 | % | |||||
| Securitize Common Securityholders (1) | 45,482,756 | 27.9 | % | |||||
| Sponsor (3) | 6,580,000 | 4.0 | % | |||||
| Securitize Preferred Securityholders (2) | 74,263,435 | 45.5 | % | |||||
| PIPE Investors | 19,735,000 | 12.1 | % | |||||
| Pro forma outstanding shares at March 31, 2026 | 163,218,683 | 100.0 | % | |||||
| (1) | Securitize Equity Value is $1,257,064,087, which is the Equity Value as defined in the Business Combination Agreement of $1,250,000,000 and proceeds from the exercise of vested Company options and warrants of $7,064,087. |
| (2) | Consists of 74,263,435 shares of PubCo Common Stock issued to the Securitize Preferred Securityholders upon exchange of 16,711,159 shares of Securitize Preferred Stock based on the Exchange Ratio of 4.44. |
| (3) | Includes 580,000 shares of PubCo Common Stock received in exchange for the CEPT Private Placement Shares and 6,000,000 Post-Combination Founder Shares. Certain of the Post-Combination Founder Shares are subject to an earn-out as further described herein. |
Note 2. Basis of Presentation
The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, CEPT is treated as the “accounting acquiree” and Securitize as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Securitize issuing shares for the net assets of CEPT, followed by a recapitalization. The net assets of CEPT are stated at historical cost. Operations prior to the Business Combination are those of Securitize.
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 assumes that the Business Combination and related transactions occurred on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2025. These periods are presented on the basis that Securitize is the acquirer for accounting purposes.
The pro forma adjustments reflecting the consummation of the Business Combination and related transactions are based on certain currently available information and certain assumptions and methodologies that the parties believe are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The parties believe that their assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical audited consolidated financial statements and notes thereto of SPAC and Securitize.
6
The Business Combination is a capital transaction in substance whereby CEPT is treated as the acquired company for financial reporting purposes. This determination was primarily based on the following:
| ● | Securitize Stockholders own the majority of the issued and outstanding common shares of PubCo; |
| ● | The key management of PubCo consists entirely of individuals who previously served as senior management of Securitize; |
| ● | The PubCo Board was selected by Securitize pursuant to the terms of the Business Combination Agreement; and |
| ● | The operations of Securitize prior to the Business Combination comprise the only ongoing operations of PubCo following the closing of the Transactions. |
No tax effect has been recorded for the transaction accounting adjustments. The changes in fair value of the SAFE liability and derivative liability represent permanent differences and therefore do not impact taxable income. Securitize maintains a full valuation allowance on its deferred tax assets; accordingly, no tax benefit is recognized for the transaction costs, regardless of whether such costs are deductible or give rise to permanent or temporary differences. As a result, the transaction accounting adjustments do not impact the provision for income taxes.
Note 3. Accounting Policies and Reclassifications
Management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management did not identify any material differences related to the application of the accounting policies applied by CEPT and Securitize that would require adjustments in the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
As part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align CEPT’s financial statement presentation with that of Securitize.
Note 4. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the transactions and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. PubCo has elected not to present Management’s Adjustments and only presented Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. CEPT and Securitize have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of PubCo Common Stock outstanding, assuming the closing of the transactions occurred on January 1, 2025.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026 are as follows:
| A. | Represents the issuance of 19,735,000 CEPT Class A ordinary shares for $10.00 per share, for total proceeds of $188,137,250, which are net of issuance costs of $9,212,750, pursuant to the PIPE Investment. The PIPE Investors have satisfied all of their commitments in cash. The PIPE shares that were committed to the PIPE investors are recorded on CEPT’s March 31, 2026 Balance Sheet as a Forward sale securities liability of $2,983,500, which was settled through accumulated deficit upon the issuance of the 19,735,000 CEPT Class A ordinary shares. |
| B. | Represents the reclassification of the available-for-sale debt securities remaining in the Trust Account upon the closing of the Merger to Cash and cash equivalents. The $250,760,355 balance reflects the trust’s carrying value inclusive of $2,162,454 of additional interest income accrued in the trust and $155,264 in realized losses. Also included is the reclassification of CEPT’s $22,287 accumulated other comprehensive income — representing the cumulative unrealized appreciation on the available-for-sale debt securities — to accumulated deficit. |
7
| C. | Represents the redemption of 6,842,508 Public Shares for aggregate payments of $72,512,934 (approximately $10.60 per share — a $10.45 base plus $0.15 per share funded by the Sponsor Note). The redemption reduced Class A ordinary shares subject to possible redemption by $69,451,456, and recognized $3,061,478 in interest expense on the Class A ordinary shares. |
| D. | Represents the conversion of $11,817,000 of simple agreements for future equity, $101,944,844 of Securitize convertible notes and related derivative liability, $31,300,000 Series Option preferred stock, and $124,815,029 of Series A through B-4 preferred stock, upon the closing of the Business Combination for 17,585,944 shares of historical Securitize Common Stock, which were exchanged into 78,150,934 shares of PubCo Common Stock using a par value of $0.0001 per share. See Adjustment K for the exercise of the NHTV Sierra Holdings LLC Option into Series Option preferred stock. |
| E. | Represents transaction costs of CEPT and Securitize in connection with the Business Combination. CEPT’s transaction costs of $29,390,982 include advisory, printing, legal, and accounting fees. Out of the total CEPT transaction costs, $2,701,531 of transaction costs have been incurred, consisting of $2,451,978 of transaction costs accrued and $249,553 paid by CEPT as of March 31, 2026. Therefore, the remaining $29,141,429 were paid at Closing. These transaction costs are directly attributable to the Business Combination and are recorded to acquisition related transaction costs (refer to adjustment BB). |
Securitize’s preliminary total estimated transaction costs of $20,050,841 include legal, advisory, and accounting fees. Out of the total estimated Securitize transaction costs, $4,832,374 of transaction costs have been incurred and recorded as deferred offering costs, consisting of $3,943,973 of transaction costs accrued and $754,496 paid by Securitize as of March 31, 2026. Therefore, out of the remaining $19,296,345 transaction costs, $19,162,440 were paid in cash upon the closing of the Business Combination and $133,905 remainded in ‘Accrued expenses and other current liabilities’ on the balance sheet. The offering costs incurred by Securitize are recorded as a reduction to additional paid-in capital given the Business Combination is being accounted for as a reverse recapitalization, while the offering costs incurred by CEPT was recorded as an expense.
| F. | Reflects the reversal of the $3,600,000 accrual (the $0.15 per share Sponsor-funded amount previously recorded on all 24,000,000 public shares). |
| G. | To derecognize CEPT prepaid insurance and prepaid Nasdaq fee of $157,473 and $63,750, respectively, upon the Closing. |
| H. | Represents the estimated fair value of the earnout liability for Securitize Earnout Shares at the consummation of the Business Combination. The maximum amount of Securitize Earnout Shares to be issued is 6,250,000, contingent upon the Release Events outlined below. The earnout liability for the Securitize Earnout Shares is recognized at its estimated fair value. The earnout liability will be remeasured to its fair value at the end of each reporting period and subsequent changes in the fair value will be recognized in Securitize’s statement of operations within other income/expense. The Securitize Earnout Shares are issuable starting 90 days from the Closing Date and ending on the fifth anniversary of the Closing Date, however they are contingent upon various triggering events being met (a “Release Event”). |
Notwithstanding anything to the contrary, in the event that during the Earnout Period, a merger, consolidation or similar transaction (as further described in the Business Combination Agreement) occurs where holders of PubCo Common Stock have the right to receive cash or securities, and the consideration per share of PubCo Common Stock would exceed one or more Issuance Threshold described above, the applicable Issuance Threshold will be deemed to have been satisfied and the applicable shares will be vested and issued to the applicable Securitize Stockholders.
These amounts are classified as liabilities in the unaudited pro forma condensed combined balance sheet, and a reduction of proceeds to be received by Securitize. The fair values of the Securitize Earnout Shares were determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes based on certain underlying assumptions such as stock price, volatility and risk-free interest rates. These assumptions reflect the most reliable information available. The liabilities will be remeasured to fair value at each reporting date and subsequent changes in the fair value will be recognized in PubCo’s consolidated statement of operations.
8
The stock price on the valuation date was $10.00, with an earnout period beginning on the date that is the 90 days from the Closing Date and ending on the date that is the fifth anniversary of the Closing Date. The risk-free rate of the remaining term is 4.15%, and the rounded equity volatility is 65%. These inputs resulted in simulations determining estimated fair value outcomes between approximately $0 and $303,089,219. Therefore, adjustment H to the unaudited pro forma condensed combined balance sheet represents the probability-weighted estimated fair value of these outcomes of $63,248,000 and was used for the estimated fair value of the earnout liability.
As the shares are only issuable upon the various Issuance Thresholds, the potential outcomes include a range from no liability (if no Release Event occurs) to the value of the full 6,250,000 shares to be issued if all three Release Events are achieved. Taking into account the potential upside due to share appreciation, the simulation provides a maximum aggregate liability of $101,029,740, or $48.49 on a per share basis on satisfaction of the First Issuance Threshold, $48.49 on a per share basis on satisfaction of Second Issuance Threshold, and $51.92 on a per share basis on satisfaction of the Third Issuance Threshold, for an average per share value of $49.63.
| I. | Represents the fair value of earnout liability for the Sponsor Earnout Shares at the consummation of the Business Combination. The earnout liability for the Sponsor Earnout Shares is recognized at its fair value. The earnout liability will be remeasured to its fair value at the end of each reporting period and subsequent changes in the fair value will be recognized in Securitize’s consolidated statement of operations. Per the Sponsor Support Agreement, the Sponsor agreed to subject a maximum of 1,800,000 Post-Combination Founder Shares (the “Sponsor Earnout Shares”) to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on an earn-out during the Earnout Period. |
The stock price on the valuation date was $10.00, with an Earnout Period beginning on the date that is 90 days from the Closing Date and ending on the date that is the fifth anniversary of the Closing Date. The risk-free rate of the remaining term is 4.15%, and the rounded equity volatility is 65%. These inputs resulted in simulations determining estimated fair value outcomes between $0 and $77,050,038. Therefore, adjustment I reflects the probability-weighted fair value of these outcomes of $19,679,829, or $10.93 on a per share basis, which was used for the fair value of the Sponsor Earnout Shares liability.
As the shares are only issuable upon the achievement of the Sponsor Release Events, the potential outcomes include a range from no liability (if no Sponsor Release Event occurs) to the value of the full 1,800,000 shares to be issued if all three Release Events are achieved. Taking into account the potential upside due to share appreciation, the simulation provides a maximum aggregate liability of $25,683,346, or $42.81 on a per share basis for First Price Threshold. For the Second Price Threshold, the simulation provides a maximum aggregate liability of $25,683,346, or $42.81 on a per share basis for Second Price Threshold. For the Third Price Threshold, the simulation provides a maximum aggregate liability of $25,683,346, or $42.81 on a per share basis for Third Price Threshold.
| J. | Represents the recapitalization of Securitize’s historical equity (comprised of the par value of Securitize Common Stock of $2,629, the par value of Securitize Class A Common Stock of $33, Securitize accumulated other comprehensive income of $1,144,268, and Securitize Treasury Stock of $1,599,978) which is inclusive of any new securities issued in connection with the conversion of the convertible notes or the exercise of options into the PubCo Common Stock after giving effect to the Securitize Exchange Ratio of 4.44 at Closing. The shares are converted to 119,750,000 shares of PubCo Common stock. |
| K. | Represents the exercise of the NHTV Sierra Holdings LLC Option (“NHTV Option”) upon the Closing of the Business Combination for proceeds of $20,000,000 and a release of option liability of $11,300,000. The NHTV Option was exercised into Securitize Option Preferred Stock, which per the NHTV Option agreement means a series of Securitize’s Preferred Stock that is substantially identical to the shares of Standard Preferred Stock issued in the most recent Qualifying Raise. |
| L. | Represents the reclassification of 17,157,492 Class A CEPT redeemable shares to non-redeemable shares immediately prior to the Closing, totaling $179,301,732. The 17,157,492 shares reflect CEPT’s original 24,000,000 Class A ordinary shares outstanding, reduced by the 6,842,508 shares redeemed as described in adjustment B. Of the $179,301,732 aggregate carrying value reclassified from mezzanine equity, $1,716 was allocated to Class A ordinary shares at the $0.0001 par value (17,157,492 shares × $0.0001), with the remaining $179,300,016 credited to additional paid-in capital. |
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| M. | Reflects the elimination of CEPT’s historical accumulated deficit through additional paid-in capital of $30,869,375 after recording the following adjustments: |
| Accumulated Deficit as of March 31, 2026 | $ | (9,510,200 | ) | |
| Adjustment A - Forward Sale Securities Liability Settlement | 2,983,500 | |||
| Adjustment B - Interest Income and realized loss in Trust Account | 2,007,191 | |||
| Adjustment C - Interest Expense on Class A Ordinary Shares | (3,061,478 | ) | ||
| Adjustment C - Reversal of Accumulated Other Comprehensive Income | 22,287 | |||
| Adjustment E - CEPT Transaction Costs | (26,689,451 | ) | ||
| Adjustment F - Reversal of $0.15 per Public Share Accrual | 3,600,000 | |||
| Adjustment G - De-recognition of CEPT Prepaid Insurance | (221,223 | ) | ||
| $ | (30,869,375 | ) |
| N. | Represents the conversion of 37,472,492 and 6,000,000 Class A and Class B CEPT ordinary shares into PubCo Common Stock. |
| O. | Reflects the repayment of the Sponsor Loan of $943,494 which was paid in cash at Closing, and the payment of all non-transaction related accrued expenses of CEPT of $93,159 at the Closing. The adjustment also represents $338,653 of additional draws on the Sponsor Loan, each occurring between March 31, 2026 and the Closing date and included in CEPT’s cash balance prior to Closing. |
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations
| AA. | Reflects elimination of investment income from the Trust Account of $2,251,571 and $6,479,330 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. |
| BB. | Reflects non-recurring transaction costs not reflected in the March 31, 2026 historical unaudited condensed financial statements, nor reflected in the December 31, 2025 historical audited financial statements. Non-recurring transaction costs total $29,390,982 were incurred and paid by CEPT. The adjustment reflects CEPT’s non-recurring transaction costs as if they were incurred on January 1, 2025, the date the Business Combination occurred for purposes of the unaudited pro forma condensed combined statement of operations. As of March 31, 2026, CEPT recorded $2,701,531 of the transaction costs, therefore the adjustment reflects the recognition of the remaining $26,689,451. The transaction costs incurred and paid by Securitize are recorded as a reduction in proceeds and therefore are excluded from this adjustment. |
| CC. | Reflects elimination of $6,390,414 and $2,268,575 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively, in interest expense incurred from Securitize’s convertible notes converted upon the completion of the Business Combination. |
| DD. | Reflects elimination of the changes in fair values of the bifurcated derivatives related to the convertible notes, the option liability, and the simple agreements for future equity (“SAFEs”) converted upon the completion of the Business Combination. The adjustment reflects the elimination of a $2,001,000 and $11,719,000 loss related to the embedded derivatives, a $90,000 gain and a $6,431,000 loss related to the option liability and a $1,368,000 and $4,735,000 loss related to the SAFEs for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. The adjustment also reflects elimination of a $1,625,060 gain for the three months ended March 31, 2026 and the elimination of a $4,608,560 loss for the year ended December 31, 2025 related to the change in fair value of CEPT’s forward sale securities liability. |
| EE. | Reflects elimination of the expenses incurred by the CEPT under the Administrative Services Agreement with the Sponsor as well as compensation to the independent directors of CEPT for their services prior to the completion of the Business Combination at the amounts recognized of $30,000 and $79,677 during the three months ended March 31, 2026 and during the year ended December 31, 2025, respectively. |
| FF. | Represents the change in share based compensation expense of $1,595,469 and $15,933,068 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively, in connection with the Securitize stock options and Securitize warrants being assumed by PubCo post Business Combination and becoming an option and warrant to purchase shares of PubCo Common Stock. |
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| GG. | Reflects elimination of the interest income recognized of $145,111 during the year ended December 31, 2025, related to the note receivable from Securitize to Carlos Domingo, co-founder and CEO. The loan was repaid in full during the year ended December 31, 2025. |
| HH. | Reflects the realization and elimination of unrealized gain on available-for-sale debt securities of $22,287 for the three months ended March 31, 2026 and the elimination of the realized gain of $115,760 and $138,047 for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. |
Note 5. Net Loss from Continuing Operations per Share
Net loss from continuing operations per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination. As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss from continuing operations per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented.
For the Three Months Ended | For the Year Ended | |||||||
| Numerator: | ||||||||
| Net loss from continuing operations | $ | (5,430,767 | ) | $ | (57,633,956 | ) | ||
| Deemed dividend to preferred stockholders | — | (1,493,539 | ) | |||||
| Net loss from continuing operations attributable to common stockholders - basic and diluted | $ | (5,430,767 | ) | $ | (59,127,495 | ) | ||
| Denominator: | ||||||||
| Weighted average shares outstanding - basic and diluted | 161,418,683 | 161,418,683 | ||||||
| Net loss from continuing operations per share: | ||||||||
| Basic and diluted | $ | (0.03 | ) | $ | (0.37 | ) | ||
| Potentially dilutive securities(2): | ||||||||
| Securitize Earnout Shares | 6,250,000 | 6,250,000 | ||||||
| Sponsor Earnout Shares | 1,800,000 | 1,800,000 | ||||||
| Assumed Warrants | 3,711,653 | 3,711,653 | ||||||
| PubCo Common Stock issuable upon exercise of the Assumed Options | 10,142,167 | 10,142,167 | ||||||
| (1) | Pro forma net income (loss) from continuing operations per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.” |
| (2) | The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss from continuing operations per share, basic and diluted, because their effect would have been anti-dilutive and/or issuance or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented. |
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