Securitize Corp 8-K/A, filed Aug 13, 2026
Securitize Corp. (SECZ)
8-K/A
2026-08-13
For: 2026-07-08
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Added on
August 13, 2026
About this 8-K/A
Securitize Corp filed this 8-K/A on August 13, 2026, reporting on events of July 8, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (646) 918-5012
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On July 8, 2026, Securitize Corp., a Delaware corporation (formerly known as Securitize Holdings, Inc.) (the “Company” or “PubCo”), filed a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of its previously announced business combination contemplated by that certain Business Combination Agreement, dated October 27, 2025 (the “Merger Agreement”), by and among Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation, Pinecrest Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of PubCo, and Senna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CEPT (the transactions contemplated thereby, the “Business Combination”). The Business Combination was consummated on July 1, 2026 (the “Closing Date”), and on the Closing Date PubCo changed its name to Securitize Corp.
This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed to amend and supplement Item 9.01 of the Original Form 8-K solely to include (i) the unaudited condensed consolidated financial statements of Securitize as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize for the three and six months ended June 30, 2026 and 2025, (iii) the unaudited condensed consolidated financial statements of CEPT as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, and (iv) the unaudited pro forma condensed combined financial information of CEPT and Securitize as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, in each case as further described in Item 9.01 below.
Except as described above, this Amendment No. 1 does not amend, modify, update or restate any other information set forth in the Original Form 8-K, and all other information in the Original Form 8-K filed on July 8, 2026 remains unchanged. This Amendment No. 1 should be read in conjunction with the Original Form 8-K, which remains in effect except to the extent expressly amended hereby, and with the Company’s other filings with the Securities and Exchange Commission (the “SEC”).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The unaudited condensed consolidated financial statements of Securitize as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto, are attached as Exhibit 99.1 hereto and are incorporated herein by reference.
Also attached as Exhibit 99.2 hereto and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of Securitize for the three and six months ended June 30, 2026 and 2025.
The unaudited condensed consolidated financial statements of CEPT as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, and the related notes thereto, are attached as Exhibit 99.3 hereto and are incorporated herein by reference.
The financial statements referred to above should be read in conjunction with the audited consolidated financial statements of Securitize and CEPT as of and for the years ended December 31, 2025 and 2024 and the related notes, which are included in the definitive proxy statement/prospectus filed by the Company with the SEC on June 5, 2026 and were incorporated by reference into Item 9.01(a) of the Original Form 8-K.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of CEPT and Securitize as of June 30, 2026 and for the six months ended June 30, 2026 and for the year ended December 31, 2025 is attached as Exhibit 99.4 hereto and is incorporated herein by reference. Such unaudited pro forma condensed combined financial information updates, and supersedes in its entirety, the unaudited pro forma condensed combined financial information filed as Exhibit 99.1 to the Original Form 8-K.
(d) Exhibits.
Exhibit Number | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| 99.4 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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. | ||||||||
| Date: August 13, 2026 | By: | /s/ Carlos Domingo | ||||||
| Name: | Carlos Domingo | |||||||
| Title: | Chief Executive Officer | |||||||
SECURITIZE, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page No. | ||||||||||||||
| Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | 1 - 2 | |||||||||||||
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025 | 3 - 4 | |||||||||||||
| Unaudited Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025 | 5 - 7 | |||||||||||||
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | 8 - 9 | |||||||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | 10 - 33 | |||||||||||||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 33,599,243 | $ | 24,871,555 | |||||||
| Digital assets from operations | 99,915 | 2,023,098 | |||||||||
| Digital assets held for investment | 887,928 | — | |||||||||
| Digital assets receivable | 1,831,093 | 2,500,102 | |||||||||
| Customer escrow funds | 18,106,706 | 44,293,388 | |||||||||
| Restricted tokenized assets | — | 1,722,665 | |||||||||
| Investments in available-for-sale marketable securities | 444,058 | 928,037 | |||||||||
| Investments in tokenized assets | 7,651,765 | 12,034,881 | |||||||||
| Accounts receivable, net | 9,120,623 | 5,321,337 | |||||||||
| Accounts receivable, related parties | 460,213 | 594,435 | |||||||||
| Contract assets | 15,122,608 | 12,289,139 | |||||||||
| Digital assets loan receivable | — | 99,647 | |||||||||
| Digital assets loan receivable, related parties | — | 290,356 | |||||||||
| Deferred offering costs | 7,112,971 | 3,041,602 | |||||||||
| Prepaid expenses and other current assets | 3,043,115 | 2,396,986 | |||||||||
| Total current assets | 97,480,238 | 112,407,228 | |||||||||
| Digital assets receivable, noncurrent | 1,690,610 | 1,556,218 | |||||||||
| Contract assets, noncurrent | 1,081,243 | 2,982,075 | |||||||||
| Notes receivable, related parties | 8,766,201 | 5,183,987 | |||||||||
| Intangible assets, net | 20,130,639 | 20,683,828 | |||||||||
| Goodwill | 26,365,270 | 26,365,270 | |||||||||
| Other noncurrent assets | 601,415 | 596,519 | |||||||||
| Total assets | $ | 156,115,616 | $ | 169,775,125 | |||||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 693,723 | $ | 2,779,997 | |||||||
| Interest payable | 6,114,314 | 5,096,492 | |||||||||
| Accrued expenses and other current liabilities | 13,749,798 | 4,273,592 | |||||||||
| Deferred revenue | 1,148,727 | 5,154,656 | |||||||||
| Customer escrow funds payable | 18,103,958 | 44,187,723 | |||||||||
| Obligation to return collateral | — | 1,722,665 | |||||||||
| Digital asset borrowings | — | 101,109 | |||||||||
| Option prepayment liability | 20,000,000 | — | |||||||||
| Total current liabilities | 59,810,520 | 63,316,234 | |||||||||
| Deferred revenue, noncurrent | 993,665 | 1,348,701 | |||||||||
| Simple agreements for future equity | 16,127,000 | 10,449,000 | |||||||||
| Convertible promissory notes payable, net | 74,948,845 | 72,562,079 | |||||||||
| Derivative liability | 6,328,000 | 26,170,000 | |||||||||
| Option liability | 40,566,000 | 11,390,000 | |||||||||
| Deferred tax liability | 342,015 | 263,634 | |||||||||
| Total liabilities | 199,116,045 | 185,499,648 | |||||||||
See notes to the unaudited condensed consolidated financial statements.
1 | ||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| Commitments and contingencies (See Note 17) | |||||||||||
| Mezzanine equity: | |||||||||||
| J Digital 6 warrants | 1,169,721 | 731,076 | |||||||||
| Series B-4 redeemable convertible preferred stock, 2,089,457 shares authorized, issued and outstanding (preference in liquidation of $45,132,272 for both periods) | 42,348,900 | 42,348,900 | |||||||||
| Series B-3 redeemable convertible preferred stock, 1,219,998 shares authorized, issued and outstanding (preference in liquidation of $21,959,964 for both periods) | 21,969,898 | 21,969,898 | |||||||||
| Series B-2 redeemable convertible preferred stock, 2,630,197 shares authorized, issued and outstanding (preference in liquidation of $19,103,384 for both periods) | 24,387,798 | 24,387,798 | |||||||||
| Series B-1 redeemable convertible preferred stock, 2,881,387 shares authorized, issued and outstanding (preference in liquidation of $26,159,824 for both periods) | 21,407,747 | 21,407,747 | |||||||||
| Series A redeemable convertible preferred stock, 2,999,412 shares authorized, issued and outstanding (preference in liquidation of $14,501,257 for both periods) | 14,700,686 | 14,700,686 | |||||||||
| Total mezzanine equity | 125,984,750 | 125,546,105 | |||||||||
| Stockholders' deficit: | |||||||||||
| Common stock, $0.0001 par value; 28,059,331 shares authorized at June 30, 2026 and December 31, 2025; 8,700,776 shares issued at June 30, 2026 and December 31, 2025; 8,550,776 shares outstanding at June 30, 2026 and December 31, 2025. | 870 | 870 | |||||||||
| Class A common stock, $0.0001 par value; 5,100,000 shares authorized at June 30, 2026 and December 31, 2025; 809,230 and 293,768 issued and outstanding at June 30, 2026 and December 31, 2025, respectively. | 81 | 29 | |||||||||
| Treasury stock, 150,000 shares at cost | (1,599,978) | (1,599,978) | |||||||||
| Additional paid-in capital | 26,521,873 | 24,736,907 | |||||||||
| Accumulated deficit | (195,124,692) | (165,502,838) | |||||||||
| Accumulated other comprehensive income | 1,216,667 | 1,094,382 | |||||||||
| Total stockholders' deficit | (168,985,179) | (141,270,628) | |||||||||
| Total liabilities, mezzanine equity and stockholders’ deficit | $ | 156,115,616 | $ | 169,775,125 | |||||||
See notes to the unaudited condensed consolidated financial statements.
2 | ||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 14,435,845 | $ | 15,262,176 | $ | 33,914,311 | $ | 29,296,195 | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 3,981,122 | 3,532,624 | 8,451,012 | 5,279,281 | |||||||||||||||||||
| Selling, general & administrative | 8,217,259 | 3,523,906 | 15,955,352 | 6,845,087 | |||||||||||||||||||
| Compensation and benefits | 10,547,883 | 8,031,538 | 19,648,481 | 20,005,074 | |||||||||||||||||||
| Provision for expected credit losses | 1,315,134 | 111,885 | 1,600,587 | 186,273 | |||||||||||||||||||
| Loss on digital assets from operations, net | 82,705 | 259,910 | 369,297 | 1,110,570 | |||||||||||||||||||
| Total operating costs and expenses | 24,144,103 | 15,459,863 | 46,024,729 | 33,426,285 | |||||||||||||||||||
| Loss from operations | (9,708,258) | (197,687) | (12,110,418) | (4,130,090) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (1,105,915) | (1,389,167) | (3,374,490) | (2,840,058) | |||||||||||||||||||
| Interest income | 176,391 | 347,802 | 413,505 | 515,293 | |||||||||||||||||||
| Dividend income | 87,581 | 43,313 | 241,033 | 85,147 | |||||||||||||||||||
| Loss on digital assets held for investment, net | (512,615) | — | (1,433,082) | — | |||||||||||||||||||
| Other income (expense), net | 1,145,805 | (148,833) | 1,735,797 | 431,677 | |||||||||||||||||||
| Change in fair value of simple agreements for future equity | (4,310,000) | (383,000) | (5,678,000) | (449,000) | |||||||||||||||||||
| Change in fair value of derivative liability | 21,843,000 | (2,754,000) | 19,842,000 | (3,044,000) | |||||||||||||||||||
| Change in fair value of option liability | (29,266,000) | (977,000) | (29,176,000) | (487,000) | |||||||||||||||||||
| Total other expense, net | (11,941,753) | (5,260,885) | (17,429,237) | (5,787,941) | |||||||||||||||||||
| Net loss from continuing operations before income taxes | (21,650,011) | (5,458,572) | (29,539,655) | (9,918,031) | |||||||||||||||||||
| Provision for income taxes | (39,191) | (80,216) | (82,199) | (162,275) | |||||||||||||||||||
| Net loss from continuing operations | (21,689,202) | (5,538,788) | (29,621,854) | (10,080,306) | |||||||||||||||||||
| Net loss from discontinued operations | — | (607,515) | — | (1,190,854) | |||||||||||||||||||
| Net loss | (21,689,202) | (6,146,303) | (29,621,854) | (11,271,160) | |||||||||||||||||||
| Deemed dividend to preferred stockholders | — | — | — | (1,493,539) | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (21,689,202) | $ | (6,146,303) | $ | (29,621,854) | $ | (12,764,699) | |||||||||||||||
| Net loss per share of common stock and Class A common stock - basic and diluted | $ | (2.37) | $ | (0.72) | $ | (3.29) | $ | (1.48) | |||||||||||||||
| Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted | $ | (2.37) | $ | (0.65) | $ | (3.29) | $ | (1.34) | |||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
3 | ||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Net loss from discontinued operations per share of common stock and Class A common stock - basic and diluted | $ | — | $ | (0.07) | $ | — | $ | (0.14) | |||||||||||||||
| Weighted average common stock and Class A common stock shares outstanding - basic and diluted | 9,139,723 | 8,570,963 | 8,993,202 | 8,616,139 | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Foreign currency translation adjustment | 72,399 | 260,059 | 122,285 | 333,287 | |||||||||||||||||||
| Total other comprehensive income | 72,399 | 260,059 | 122,285 | 333,287 | |||||||||||||||||||
| Comprehensive loss | $ | (21,616,803) | $ | (5,886,244) | $ | (29,499,569) | $ | (10,937,873) | |||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
4 | ||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT
| J Digital 6 Warrants | Series B-4 Redeemable Convertible Preferred Stock | Series B-3 Redeemable Convertible Preferred Stock | Series B-2 Redeemable Convertible Preferred Stock | Series B-1 Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Total Redeemable Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | . | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | — | $ | 731,076 | 2,089,457 | $ | 42,348,900 | 1,219,998 | $ | 21,969,898 | 2,630,197 | $ | 24,387,798 | 2,881,387 | $ | 21,407,747 | 2,999,412 | $ | 14,700,686 | 11,820,451 | $ | 124,815,029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 438,645 | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | — | $ | 1,169,721 | 2,089,457 | $ | 42,348,900 | 1,219,998 | $ | 21,969,898 | 2,630,197 | $ | 24,387,798 | 2,881,387 | $ | 21,407,747 | 2,999,412 | $ | 14,700,686 | 11,820,451 | $ | 124,815,029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | — | $ | 1,169,721 | 2,089,457 | $ | 42,348,900 | 1,219,998 | $ | 21,969,898 | 2,630,197 | $ | 24,387,798 | 2,881,387 | $ | 21,407,747 | 2,999,412 | $ | 14,700,686 | 11,820,451 | $ | 124,815,029 | . | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Class A Common Stock | Treasury Stock | Stockholder Notes | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | 8,700,776 | $ | 870 | 293,768 | $ | 29 | 150,000 | $ | (1,599,978) | $ | — | $ | 24,736,907 | $ | (165,502,838) | $ | 1,094,382 | $ | (141,270,628) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | 49,886 | 49,886 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | 397,943 | — | — | 397,943 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 45,404 | 5 | — | — | — | 81,960 | — | — | 81,965 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (7,932,652) | — | (7,932,652) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | 8,700,776 | $ | 870 | 339,172 | $ | 34 | 150,000 | $ | (1,599,978) | $ | — | $ | 25,216,810 | $ | (173,435,490) | $ | 1,144,268 | $ | (148,673,486) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | 72,399 | 72,399 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | 537,186 | — | — | 537,186 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 470,058 | 47 | — | — | — | 767,877 | — | — | 767,924 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (21,689,202) | — | (21,689,202) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | 8,700,776 | $ | 870 | 809,230 | $ | 81 | 150,000 | $ | (1,599,978) | $ | — | $ | 26,521,873 | $ | (195,124,692) | $ | 1,216,667 | $ | (168,985,179) | |||||||||||||||||||||||||||||||||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
5 | ||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT
| J Digital 6 Warrants | Series B-4 Redeemable Convertible Preferred Stock | Series B-3 Redeemable Convertible Preferred Stock | Series B-2 Redeemable Convertible Preferred Stock | Series B-1 Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Total Redeemable Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | . | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | — | $ | — | 1,667,734 | $ | 36,023,055 | 1,219,998 | $ | 21,969,898 | 2,630,197 | $ | 23,889,549 | 2,881,387 | $ | 21,380,220 | 2,999,412 | $ | 13,732,923 | 11,398,728 | $ | 116,995,645 | . | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend to preferred shareholders (Note 11) | — | — | — | — | — | — | — | 498,249 | — | 27,527 | — | 967,763 | — | 1,493,539 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Common stock to Series B-4 redeemable convertible preferred stock | — | — | 421,723 | 6,325,845 | — | — | — | — | — | — | — | — | 421,723 | 6,325,845 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock associated with the Theorem business combination | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest receivable associated with notes receivable from stockholder | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | — | $ | — | 2,089,457 | $ | 42,348,900 | 1,219,998 | $ | 21,969,898 | 2,630,197 | $ | 24,387,798 | 2,881,387 | $ | 21,407,747 | 2,999,412 | $ | 14,700,686 | 11,820,451 | $ | 124,815,029 | . | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend to preferred shareholders (Note 11) | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Common stock to Series B-4 redeemable convertible preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock associated with the Theorem business combination | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest receivable associated with notes receivable from stockholder | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | — | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | — | $ | — | 2,089,457 | $ | 42,348,900 | 1,219,998 | $ | 21,969,898 | 2,630,197 | $ | 24,387,798 | 2,881,387 | $ | 21,407,747 | 2,999,412 | $ | 14,700,686 | 11,820,451 | $ | 124,815,029 | . | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
6 | ||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT
| Common Stock | Class A Common Stock | Treasury Stock | Stockholder Notes | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders' Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 8,856,513 | $ | 886 | — | $ | — | 150,000 | $ | (1,599,978) | $ | (3,423,744) | $ | 20,609,887 | $ | (117,048,113) | $ | 466,980 | $ | (100,994,082) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | 73,228 | 73,228 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | 7,431,004 | — | — | 7,431,004 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend to preferred shareholders (Note 11) | — | — | — | — | — | — | — | (1,493,539) | — | — | (1,493,539) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 62,164 | 6 | 1,773 | — | — | — | — | 3,014 | — | — | 3,020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Common stock to Series B-4 redeemable convertible preferred stock | (421,723) | (42) | — | — | — | — | — | (6,325,803) | — | — | (6,325,845) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock associated with the Theorem business combination | 203,822 | 20 | — | — | — | — | — | (20) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest receivable associated with notes receivable from stockholder | — | — | — | — | — | — | (38,566) | — | — | — | (38,566) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (5,124,857) | — | (5,124,857) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 8,700,776 | $ | 870 | 1,773 | $ | — | 150,000 | $ | (1,599,978) | $ | (3,462,310) | $ | 20,224,543 | $ | (122,172,970) | $ | 540,208 | $ | (106,469,637) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | 260,059 | 260,059 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | 1,246,979 | — | — | 1,246,979 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend to preferred shareholders (Note 11) | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 32,082 | 3 | — | — | — | 43,882 | — | — | 43,885 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Common stock to Series B-4 redeemable convertible preferred stock | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock associated with the Theorem business combination | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest receivable associated with notes receivable from stockholder | — | — | — | — | — | — | (38,686) | — | — | — | (38,686) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (6,146,303) | — | (6,146,303) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | 8,700,776 | $ | 870 | 33,855 | $ | 3 | 150,000 | $ | (1,599,978) | $ | (3,500,996) | $ | 21,515,404 | $ | (128,319,273) | $ | 800,267 | $ | (111,103,703) | |||||||||||||||||||||||||||||||||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
7 | ||
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net loss | $ | (29,621,854) | $ | (11,271,160) | ||||||||||
| Net loss from discontinued operations | — | 1,190,854 | ||||||||||||
| Net loss from continuing operations | (29,621,854) | (10,080,306) | ||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | 1,105,431 | 914,333 | ||||||||||||
| Provision for expected credit losses | 1,600,587 | 186,273 | ||||||||||||
| Share-based compensation expense | 1,373,774 | 8,677,983 | ||||||||||||
| Accretion of debt discount | 2,386,766 | 1,508,376 | ||||||||||||
| Net losses (gains) from investments | (1,950,878) | (710,231) | ||||||||||||
| Loss on digital assets held for investment, net | 1,433,082 | — | ||||||||||||
| Loss on digital assets from operations, net | 369,297 | 1,110,570 | ||||||||||||
| Deferred tax provision | 78,381 | 30,510 | ||||||||||||
| Change in fair value of simple agreement for future equity | 5,678,000 | 449,000 | ||||||||||||
| Change in fair value of derivative liability | (19,842,000) | 3,044,000 | ||||||||||||
| Change in fair value of option liability | 29,176,000 | 487,000 | ||||||||||||
| Changes in operating assets and liabilities, net of effects of business acquisitions and divestitures: | ||||||||||||||
| Digital assets from operations | (98,115) | (985,328) | ||||||||||||
| Digital assets receivable | (134,392) | (6,425,985) | ||||||||||||
| Customer escrow funds | 26,186,682 | 2,397,566 | ||||||||||||
| Accounts receivable | (5,399,873) | (4,576,873) | ||||||||||||
| Accounts receivable, related parties | 134,222 | 248,973 | ||||||||||||
| Contract assets | (932,637) | (4,892,310) | ||||||||||||
| Prepaid expenses and other current assets | (646,129) | (1,275,362) | ||||||||||||
| Accounts payable | (2,111,162) | (365,550) | ||||||||||||
| Accrued expenses and other current liabilities | 6,910,195 | 936,405 | ||||||||||||
| Interest payable | 1,017,822 | 1,499,021 | ||||||||||||
| Customer escrow funds payable | (26,083,765) | (2,391,578) | ||||||||||||
| Deferred revenue | (4,360,965) | (398,193) | ||||||||||||
| Cash used in operating activities from continuing operations | (13,731,531) | (10,611,706) | ||||||||||||
| Cash used in operating activities from discontinued operations | — | (356,854) | ||||||||||||
| Net cash flows used in operating activities | (13,731,531) | (10,968,560) | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of investments in available-for-sale marketable securities | (642,203) | (474,152) | ||||||||||||
| Proceeds from sales and redemptions of investments and available-for-sale marketable securities | 1,151,827 | 870,493 | ||||||||||||
| Acquisition of a business, net of cash acquired | — | (21,090,525) | ||||||||||||
| Proceeds from partial repayments of notes receivable, related parties | 745,910 | 195,635 | ||||||||||||
| Originations of and disbursements for notes receivable, related parties | (2,795,910) | (772,500) | ||||||||||||
| Purchases of tokenized assets for investment | — | (644,767) | ||||||||||||
| Proceeds from redemptions of tokenized assets for investment | 5,065,029 | — | ||||||||||||
| Purchases of equipment and other long-lived assets | (557,138) | (3,702) | ||||||||||||
See notes to the unaudited condensed consolidated financial statements.
8
SECURITIZE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Proceeds from participation and closing positions in DeFi activities | — | 21,984,830 | ||||||||||||
| Investment activities in DeFi involving use of cash equivalents | — | (1,772,127) | ||||||||||||
| Net cash flows provided by (used in) investing activities | 2,967,515 | (1,706,815) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from issuance of note payable, related party | — | 945,343 | ||||||||||||
| Proceeds from option prepayment liability | 20,000,000 | — | ||||||||||||
| Payment of deferred offering costs | (1,480,470) | — | ||||||||||||
| Proceeds from options exercised | 849,889 | 46,905 | ||||||||||||
| Net cash flows provided by financing activities | 19,369,419 | 992,248 | ||||||||||||
| Effect of exchange rate changes on cash | 122,285 | 333,287 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 8,727,688 | (11,349,840) | ||||||||||||
| Cash and cash equivalents from continuing operations, beginning of period | 24,871,555 | 21,788,225 | ||||||||||||
| Cash and cash equivalents from discontinued operations, beginning of period | — | 175,233 | ||||||||||||
| Less: Cash and cash equivalents from discontinued operations, end of period | — | (98,016) | ||||||||||||
| Cash and cash equivalents from continuing operations, end of period | $ | 33,599,243 | $ | 10,515,602 | ||||||||||
| Supplemental disclosure of cash flow information and non-cash transactions: | ||||||||||||||
| Income taxes paid | $ | 193,567 | $ | 19,479 | ||||||||||
| Digital assets loan receivables originated | $ | — | $ | 24,225,263 | ||||||||||
| Digital assets loan receivables repaid | $ | 390,003 | $ | 10,081,943 | ||||||||||
| Digital assets received as collateral | $ | — | $ | 28,497,830 | ||||||||||
| Digital assets received as collateral returned | $ | 1,351,493 | $ | 10,081,940 | ||||||||||
| Digital assets borrowed | $ | — | $ | 24,868,207 | ||||||||||
| Digital assets borrowed repaid | $ | 101,109 | $ | 31,000,000 | ||||||||||
| Digital assets pledged as collateral | $ | — | $ | 29,247,464 | ||||||||||
| Digital assets pledged as collateral returned | $ | 1,711,530 | $ | 31,106,687 | ||||||||||
| Digital assets exchanged with collateral | $ | 371,172 | $ | — | ||||||||||
| Non-cash additions or transfers of digital asset investments | $ | 2,321,010 | $ | — | ||||||||||
| Non-cash investment asset participation in DeFi activities | $ | 277,759 | $ | 1,168,648 | ||||||||||
| Deferred offering costs in accounts payable and accrued expenses | $ | 5,489,048 | $ | — | ||||||||||
| Series B-4 preferred stock issued in exchange of common stock | $ | — | $ | 6,325,845 | ||||||||||
| Reissuance of Series A, B-1, and B-2 preferred stock at fair value in secondary transaction | $ | — | $ | 1,493,539 | ||||||||||
| Retirement of common stock reacquired in exchange of preferred stock | $ | — | $ | 6,325,845 | ||||||||||
| Deemed dividend on reissuance of preferred stock at fair value in secondary transaction | $ | — | $ | 1,493,539 | ||||||||||
See notes to the unaudited condensed consolidated financial statements.
9
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.ORGANIZATION AND NATURE OF BUSINESS
Nature of Business and Operations
Securitize, Inc. and its subsidiaries (“Securitize”, “Company”, and “our”), founded in 2017, is a Delaware corporation that operates a comprehensive platform for issuing, managing, and trading private market securities using blockchain technology. The Company provides a compliance-driven infrastructure that enables the tokenization of private securities, supporting functions such as dividends, distributions, share buy-backs, and investor servicing.
The platform offers issuer services, including securities issuance and management, end-to-end document handling, and investor communications, as well as investor services, such as accreditation, wallet management, an investor dashboard, and token distribution. Additionally, the Company operates a registered broker-dealer and alternative trading system (ATS), facilitating compliant trading of digital asset securities.
The Company is headquartered in Miami, Florida, with a global presence, maintaining offices in New York, Nevada, Spain, Israel, and Japan.
On April 15, 2025, the Company completed the acquisition of MG Stover LLC, a leading fund administrator for digital assets. The acquisition enhances the Company’s institutional fund administration services and positions Securitize as a leading provider in the U.S. digital asset market.
The Company is subject to a number of risks, including limited operating history, dependence on key individuals, rapid technological changes, competition from larger companies, new entrants, the need for adequate financing to fund future operations, and the need for successful development and marketing of its products and services.
Business Combination with Cantor Equity Partners II, Inc.
On October 27, 2025, the Company executed a Business Combination Agreement (the "Merger Agreement") with Cantor Equity Partners II, Inc. ("CEPT"), a special purpose acquisition company, and Securitize Holdings, Inc. ("PubCo") pursuant to which the Company and CEPT each became wholly owned subsidiaries of PubCo, making the Company a publicly traded entity (the “Business Combination”). The Business Combination was consummated on July 1, 2026, at which time PubCo changed its name to Securitize Corp. and its common stock began trading on the New York Stock Exchange under the ticker symbol "SECZ" on July 2, 2026; refer to Note 20, Subsequent Events, for further details.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation and Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Securitize, Inc. along with the Company's wholly-owned subsidiaries and have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). All intercompany balances and transactions have been eliminated in consolidation.
10
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Going Concern
Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the unaudited condensed consolidated financial statements issuance date. The Company has determined that, in aggregate, no conditions or events raise substantial doubt about its ability to continue as a going concern for at least twelve months from the date these unaudited condensed consolidated financial statements were issued. Accordingly, the unaudited condensed consolidated financial statements have been prepared in accordance with GAAP on a going concern basis.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and disclosures in the accompanying notes.
Significant estimates that are particularly susceptible to significant changes relate to the fair value of stock-based awards, the fair value of embedded derivatives, the preferred stock option liability, the grant date fair value of the warrants, the assessment of the amount and likelihood of adverse outcomes from claims and disputes, the valuation of intangible assets acquired in business combinations including goodwill, the determination as to whether goodwill or indefinite-lived intangible assets are impaired and, if so, the amount of the impairment, the capitalization of internal-use software costs, the determination of standalone selling price for the Company’s on-chain services, the ability to continue as a going concern, the net asset value of the Company’s investment in tokenized funds, the realizability of deferred tax assets and related valuation allowances, particularly for net operating loss carryforwards, and the valuation of simple agreements for future agreements (“SAFE’s”). The Company bases its estimates on historical experience and various other assumptions which it believes to be reasonable under the circumstances. These estimates may change as new events occur and additional information becomes available. Actual results could differ from these estimates and any such differences may be material to the unaudited condensed consolidated financial statements.
Preparation
The unaudited condensed consolidated results of operations for the three and six months ended June 30, 2026 and 2025, are not necessarily indicative of the results to be expected for the full year or any other period. Additionally, certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been omitted. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024.
There have been no changes to our significant accounting policies described in the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 that have had a material impact on our unaudited condensed consolidated financial statements and accompanying notes, other than as discussed below.
In the opinion of management, the accompanying unaudited consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods are not necessarily indicative of results for the full year.
Certain prior period amounts have been reclassified in order to conform with the current period presentation.
Digital Assets
The Company uses the term “digital asset” to refer to an asset that is generated, issued and/or transferred using distributed ledger or blockchain technology, including, but not limited to, assets known as “tokens”, “cryptocurrencies”, “crypto assets”, “stablecoins”, and “tokenized securities” which also rely on and/or are secured through cryptographic protocols.
Digital intangible assets that meet the scope requirements of ASC 350-60, Intangibles — Goodwill and Other — Crypto Assets (“ASC 350-60”), digital assets that do not meet the scope requirements of ASC 350-60, and stablecoins are collectively referred to as ‘Digital assets’. Accounting for digital assets depends on the nature of the asset and how the asset is held. The Company typically obtains digital assets through its operations as a form of payment from customers and they are converted to cash or cash equivalents, or they are used to fulfill expenses, primarily various blockchain fees that need to be settled in cryptocurrencies, nearly immediately. The Company considers these digital assets received as payment, traded, purchased and/or disposed of nearly immediately to be operating
11
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
activities in the unaudited condensed consolidated statements of cash flows and are recognized within ‘Digital assets from operations’ in the Company’s unaudited condensed consolidated balance sheets. While the Company’s policy is to sell, convert, or otherwise dispose of ‘Digital assets from operations’ that are received as a form of payment from certain customers nearly immediately, if any circumstances exist that result in the holding of these assets for an extended period of time or the Company elects to open an investment or similar position with the related digital assets due to circumstances occurring that alter the Company’s investing strategy and require the reassessment of Company objectives with the relevant assets, they are reclassified into ‘Digital assets held for investment’.
The Company also obtains digital assets for investment purposes typically through helping customers or businesses tokenize real-world assets, which the Company may also hold for its own strategies from time to time, which are recognized within ‘Digital assets held for investment’. As noted above, if any assets received that are initially recorded within ‘Digital assets from operations’ consistent with the Company’s accounting policy and original intent when the assets were received, end up being held for an extended period of time as a result of certain circumstances or due to a change in the Company’s intent with regard to the digital assets, they are reclassified into ‘Digital assets held for investment’. The characteristics of the digital assets themselves typically do not change, rather the Company makes an election to hold the relevant assets for a particular purpose, which does not involve the Company trading or otherwise disposing of the digital assets. Rather, the digital assets are held for the Company’s specified investment purposes, including the staking of the digital assets, depositing them into liquidity pools, or locking them in a similar type of smart contract and/or lending protocol. Regardless of the specific investment strategy for the balances within ‘Digital assets held for investment’, as long as they are held and reported by the Company, any of the related activities involving the digital assets while they are held prior to disposal are classified as investing activities in the condensed consolidated statements of cash flows. The Company plans to liquidate these digital assets within the next twelve months.
Digital assets are initially recorded at the transaction price of the assets obtained upon their initial recognition, as determined by the quoted prices within the Company’s principal market at the time of measurement. Gains and losses upon the sale of digital assets are determined on a first-in, first-out (“FIFO”) basis for each pool of digital assets. The Company accounts for digital assets based on their nature in the following ways:
•Digital assets recorded at fair value — Changes in fair value are presented net on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss in the period in which they occur. These assets include digital assets that meet the scope requirements of ASC 350-60, Intangibles — Goodwill and Other — Crypto Assets (“ASC 350-60”). They are recognized within ‘Digital assets from operations’ and ‘Digital assets held for investment’ in the Company’s unaudited condensed consolidated balance sheets. Because changes in the fair value are reported in earnings as they occur, the sale or disposition of these assets does not necessarily give rise to a gain or loss. The unrealized gains and losses on ‘Digital assets from operations’ are recorded to ‘Loss on digital assets from operations, net’, and the unrealized gains and losses on ‘Digital assets held for investment’ are recorded to ‘Loss on digital assets held for investment, net’.
•Digital assets recorded at cost less applicable impairment charge — These digital assets do not meet the scope criteria of ASC 350-60, primarily because they provide the holder with enforceable rights to or claims on other assets. Any net gain or loss on derecognition of these assets as a result of their sale or disposition are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the nature of how they were held or used by the Company up until the date that the sale or disposition of the asset occurs, consistent with the classification above.
Restricted Tokenized Assets
As of June 30, 2026, there were no remaining collateral assets comprising the Company’s “Restricted tokenized assets” held by the Company as all of the lending arrangements which were outstanding as of December 31, 2025 were settled during the period. Any of the collateral assets which were still retained by the Company after all the lending arrangements were settled, subsequently were reclassified into ‘Investments in tokenized assets’ accordingly as they were no longer restricted.
Presentation of Loan Collateral
As of June 30, 2026, all of the Company’s positions in the lending arrangements outlined in Note 15 were closed. Therefore, the Company did not hold any digital assets as collateral, as stated above.
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable
The Company carries its accounts receivable at the invoiced amount. On a periodic basis, the Company evaluates its accounts receivable and will record an allowance for expected credit losses representing management's estimate of expected credit losses related to trade receivables. The change in allowance for expected credit losses is due to both a change in the calculated estimate discussed below and a change in the estimated transaction price of the underlying revenue. Trade receivables are pooled based on similar risk characteristics, such as the age of receivables and the entity which the trade receivable was generated from. The Company disaggregates trade receivables into two risk pools: Securitize customers which refer to customers from the Company’s core business, and Pacific Stock Transfer Company customers which refer to customers from the Pacific Stock Transfer Company acquisition. To estimate the allowance for expected credit losses, management leverages information on historical losses, asset-specific risk characteristics, current conditions, and reasonable and supportable forecasts of future conditions. Account balances are written off against the allowance when deemed uncollectible.
The following table shows the activity in the allowance for credit losses:
| Balance at January 1, 2025 | $ | 3,190,514 | ||||||
| Provision for expected credit losses | 1,300,149 | |||||||
| Write-offs | (1,178,608) | |||||||
| Balance at December 31, 2025 | $ | 3,312,055 | ||||||
| Balance at January 1, 2026 | $ | 3,312,055 | ||||||
| Provision for expected credit losses | 1,737,253 | |||||||
| Write-offs | (1,622,218) | |||||||
| Balance at June 30, 2026 | $ | 3,427,090 | ||||||
Recently Issued And Adopted Accounting Standards
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendments provide a practical expedient that permits an entity, when developing reasonable and supportable forecasts for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, to assume that conditions existing as of the balance sheet date will remain unchanged throughout the remaining life of the asset. The amendments are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. The amendments are applied prospectively. The Company adopted ASU 2025-05 effective January 1, 2026 and elected to apply the practical expedient. The adoption of ASU 2025-05 did not have a material impact on the Company's condensed consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements.” The standard makes improvements to the Accounting Standards Codification ("ASC") for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company continues to evaluate the impact of adopting this standard on its financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments require entities to provide additional disaggregated disclosures about certain income statement expense captions, including amounts related to employee compensation, depreciation, and amortization, to enhance transparency regarding the nature and function of expenses. In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, which clarified that the amendments in ASU 2024-03 are effective for annual
13
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively. The Company continues to evaluate the impact of adopting this standard on its financial statements and disclosures.
In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." This update incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification. The amendments are intended to improve the clarity and consistency of disclosures by aligning GAAP with the SEC's Disclosure Update and Simplification Initiative, and include various amendments across multiple topics, such as derivatives, collateralized assets, credit facilities, repurchase agreements, and interest rates on borrowings. Each amendment will become effective on the date the SEC removes the related disclosure requirement from Regulation S-X or Regulation S-K. If the SEC has not removed the related requirements by June 30, 2027, the pending amendments will be removed from the Codification and will not become effective. The Company continues to evaluate the impact of ASU 2023-06 and does not expect the adoption to have a material impact on its financial statements and disclosures.
In September 2025, the FASB issued ASU 2025‑06, “Intangibles — Goodwill and Other — Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software.” The amendments provide updated guidance on the accounting for internal‑use software, including clarifications to the capitalization criteria, enhancements to the evaluation of development stages, and refinements to the treatment of implementation costs. The ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company continues to evaluate the impact of adopting this standard on its financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270)” — Narrow-Scope Improvements which amends and clarifies the interim disclosure requirements of ASC 270. The standard provides clarity about current requirements to help entities determine whether disclosures not specified in ASC 270 should be provided in interim reporting periods. This update is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company continues to evaluate the impact of adopting this standard on its financial statements and disclosures.
3.ACQUISITIONS
MG Stover LLC
On April 15, 2025, the Company completed the acquisition of all outstanding equity interests of MG Stover LLC (“MG Stover” or "MG Stover & Co."), a leading fund administrator for digital assets. As a result, MG Stover’s operating results have been consolidated into the Company’s consolidated financial statements effective from the acquisition date.
The following table summarizes the approximate values of consideration paid and the net assets acquired on the acquisition date:
| Purchase consideration: | ||||||||
| Cash, net of cash acquired | $ | 21,090,525 | ||||||
| Fair value of identifiable assets acquired and liabilities assumed: | ||||||||
| Customer relationships | $ | 9,400,000 | ||||||
| Prepaid expenses | 109,538 | |||||||
| Total identifiable assets acquired | 9,509,538 | |||||||
| Accounts payable | (991,616) | |||||||
| Deferred revenue | (462,398) | |||||||
| Total liabilities assumed | (1,454,014) | |||||||
| Net identifiable assets acquired | 8,055,524 | |||||||
| Goodwill | 13,035,001 | |||||||
| Net assets acquired | $ | 21,090,525 | ||||||
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The total purchase consideration was approximately $21,090,525, which consisted of cash paid net of cash acquired. No equity was issued as part of the transaction.
Acquired intangible assets include customer relationships valued at approximately $9,400,000, which were fair valued using a discounted cash flow method based on company projections and Level 3 inputs. The useful life of these customer relationships at acquisition was 10 years. The trademark, non‑compete agreements, and acquired technology related to an internally developed workflow system were determined to have de minimis values due to immediate rebranding, retention of key personnel, and the Company’s intent to continue using its existing internal systems rather than the acquired technology, respectively. Goodwill of approximately $13,035,001 represents expected synergies, expanded service capabilities, and the excess of purchase price over the fair value of net assets acquired. Goodwill is deductible for tax purposes.
The Company incurred approximately $44,000 and $290,000 in transaction-related expenses related to the acquisition of MG Stover for the three and six months ended June 30, 2025, respectively. These costs are included in ‘Selling, general & administrative’ costs on the unaudited condensed consolidated statements of operations and comprehensive loss.
Pro Forma Financial Information
The following proforma financial information presents the consolidated results of operations of the Company and MG Stover for the three and six months ended June 30, 2025, as if the acquisition had occurred as of beginning of the earliest period presented. The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods, nor does it project future results.
The following table shows the proforma financial information for the Company and MG Stover:
| For the Three Months Ended June 30, 2025 | For the Six Months Ended June 30, 2025 | |||||||||||||
| Revenues | $ | 16,253,221 | $ | 35,365,979 | ||||||||||
| Net loss from continuing operations | $ | (4,812,511) | $ | (9,019,683) | ||||||||||
| Net loss from continuing operations per basic and diluted share | $ | (0.56) | $ | (1.05) | ||||||||||
| Weighted average common shares outstanding: | ||||||||||||||
| Basic and Diluted | 8,570,963 | 8,616,139 | ||||||||||||
4.DISCONTINUED OPERATIONS
On August 5, 2025, the Company entered into a letter of intent, after which management approved the sale of its Securitize for Advisors reporting unit and determined the disposal group qualified for discontinued operations presentation during the year ended December 31, 2025.
In the third quarter of 2025, prior to classification as discontinued operations, the Company evaluated the assets within the disposal group for impairment and recorded a non‑cash goodwill impairment charge of $4,122,926 for the year ended December 31, 2025. The Company subsequently reduced the carrying value of the disposal group by an additional, immaterial impairment charge to align it with the expected sale consideration.
On November 26, 2025, the Company completed the sale of its Securitize for Advisors business, which is presented as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss for three and six months ended June 30, 2025. The base sale consideration was $2,871,526, and no loss on sale was recognized as the sale price equaled the carrying value of the net assets disposed.
The following depicts the results of operations for the discontinued operations of the Company for the periods presented:
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2025 | ||||||||||||||||||||||||||||
| Revenue | $ | 60,682 | $ | 71,319 | |||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||
| Selling, general & administrative | 118,035 | 235,814 | |||||||||||||||||||||||||||
| Compensation and benefits | 404,934 | 869,687 | |||||||||||||||||||||||||||
| Provision for expected credit losses | 44,796 | 44,796 | |||||||||||||||||||||||||||
| Total operating costs and expenses | 567,765 | 1,150,297 | |||||||||||||||||||||||||||
| Loss from operations | (507,083) | (1,078,978) | |||||||||||||||||||||||||||
| Other expense: | |||||||||||||||||||||||||||||
| Other income (expense), net | (100,432) | (111,876) | |||||||||||||||||||||||||||
| Total other expense, net | (100,432) | (111,876) | |||||||||||||||||||||||||||
| Net loss | $ | (607,515) | $ | (1,190,854) | |||||||||||||||||||||||||
5.DIGITAL ASSETS
The following table presents the Company’s digital assets at the periods indicated below:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||
| Digital assets from operations | $ | 99,915 | $ | 2,023,098 | |||||||||||||
| Digital assets held for investment | 887,928 | — | |||||||||||||||
| Total digital assets | $ | 987,843 | $ | 2,023,098 | |||||||||||||
Digital assets held at fair value (in the scope of ASC 350-60)
The following table summarizes units held, cost basis, and fair value of the digital assets:
| As of June 30, 2026 | ||||||||||||||
| Asset (Symbol) | Financial statement line item | Quantity of Digital assets held | Cost basis | Fair value | ||||||||||
| ZKSync Token (ZK) | Digital assets held for investment | 46,734,221 | $ | 1,226,340 | $ | 463,945 | ||||||||
| Aptos (APT) | Digital assets held for investment | 186,530 | 343,466 | 106,439 | ||||||||||
| Wormhole Token (W) | Digital assets held for investment | 33,518,126 | 3,361,449 | 316,128 | ||||||||||
| Various | Digital assets held for investment | not meaningful | not meaningful | 1,416 | ||||||||||
| Various | Digital assets from operations | not meaningful | not meaningful | 99,915 | ||||||||||
| Total | $ | 987,843 | ||||||||||||
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| As of December 31, 2025 | ||||||||||||||
| Asset (Symbol) | Financial statement line item | Quantity of Digital assets held | Cost basis | Fair value | ||||||||||
| ZKSync Token (ZK) | Digital assets from operations | 21,734,039 | $ | 795,278 | $ | 630,213 | ||||||||
| Aptos (APT) | Digital assets from operations | 109,024 | 298,464 | 180,931 | ||||||||||
| Wormhole Token (W) | Digital assets from operations | 33,518,162 | 3,361,453 | 1,100,244 | ||||||||||
| Various | Digital assets from operations | not meaningful | not meaningful | 111,710 | ||||||||||
| Total | $ | 2,023,098 | ||||||||||||
Digital assets receivable
Certain digital assets are subject to sale and transfer restrictions through vesting schedules typically associated with contracts with blockchain customers and their associated foundations. Digital assets receivable and restricted by vesting schedules for which the Company has not obtained accounting control and that are subject to contractual transfer restrictions through vesting schedules are recognized as ‘Digital assets receivable’ on the Company’s unaudited condensed consolidated balance sheets.
As of June 30, 2026 the Company was entitled to receive $3,521,703 of digital assets restricted by vesting schedules (including $1,831,093 and $1,690,610 classified as current and noncurrent, respectively) after accounting for the effects of the embedded derivative feature identified resulting from the Company’s right to receive a fixed amount of digital assets, the fair value of which fluctuates based on market conditions. As of June 30, 2026, sale restrictions associated with the digital assets subject to these vesting schedules range from less than one month to less than two years.
As of December 31, 2025, the Company was entitled to receive $4,056,320 of digital assets restricted by vesting schedules (including $2,500,102 and $1,556,218 classified as current and noncurrent, respectively) after accounting for the effects of the embedded derivative feature identified resulting from the Company’s right to receive a fixed amount of digital assets, the fair value of which fluctuates based on market conditions. As of December 31, 2025, the remaining restriction periods on these digital assets similarly ranged from less than one month to approximately two years.
6.INVESTMENT IN FUNDS
Investments in Tokenized Fund Interests
The Company holds investments in STAC, HLSCOPE, ACRED, VBILL, and certain associated receipt and/or wrapped tokenized investments of these same assets (together, the “Equity Tokens”). Each of these instruments either represents a tokenized ownership interest in a corresponding investment fund, or the underlying rights to those tokenized ownership interests, and therefore are not within the scope of ASC 350‑60. The Company’s VBILL as well as the associated receipt token holdings of $121,381 and $5,000,000 are classified as a cash equivalent and a receipt token held at cost less impairment, respectively as of June 30, 2026 and $14,813 and $5,000,000, respectively as of December 31, 2025.
The remaining Equity Tokens consist of STAC, HLSCOPE, and ACRED, each representing non‑voting, non‑redeemable participating shares issued as part of the funds' respective share capital. As of June 30, 2026, the Company held investments in HLSCOPE and ACRED, each recorded on the unaudited condensed consolidated balance sheets in 'Investments in tokenized assets.' The Company's investment in STAC, which was held as of December 31, 2025, was fully redeemed during the six months ended June 30, 2026
7. FAIR VALUE MEASUREMENTS
The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis:
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| June 30, 2026 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
| Assets | ||||||||||||||
| U.S. Treasury securities | $ | 444,058 | $ | — | $ | — | $ | 444,058 | ||||||
| Digital assets from operations | 99,915 | — | — | 99,915 | ||||||||||
| Digital assets held for investment | 887,928 | — | — | 887,928 | ||||||||||
| Digital assets receivable | 1,831,093 | — | — | 1,831,093 | ||||||||||
| BUIDL, unrestricted | 4,287,221 | — | — | 4,287,221 | ||||||||||
| Total assets | $ | 7,550,215 | $ | — | $ | — | $ | 7,550,215 | ||||||
| Liabilities | ||||||||||||||
| Option liability | — | — | 40,566,000 | 40,566,000 | ||||||||||
| SAFEs | — | — | 16,127,000 | 16,127,000 | ||||||||||
| Derivative liability | — | — | 6,328,000 | 6,328,000 | ||||||||||
| Total liabilities | $ | — | $ | — | $ | 63,021,000 | $ | 63,021,000 | ||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||
| Assets | ||||||||||||||
| U.S. Treasury securities | $ | 928,037 | $ | — | $ | — | $ | 928,037 | ||||||
| Digital assets from operations | 2,023,098 | — | — | 2,023,098 | ||||||||||
| Digital assets receivable | 2,500,102 | — | — | 2,500,102 | ||||||||||
| BUIDL, unrestricted | $ | 4,467,926 | $ | — | $ | — | $ | 4,467,926 | ||||||
| Total assets | $ | 9,919,163 | $ | — | $ | — | $ | 9,919,163 | ||||||
| Liabilities | ||||||||||||||
| Option liability | — | — | 11,390,000 | 11,390,000 | ||||||||||
| SAFEs | — | — | 10,449,000 | 10,449,000 | ||||||||||
| Derivative liability | $ | — | $ | — | $ | 26,170,000 | $ | 26,170,000 | ||||||
| Total liabilities | $ | — | $ | — | $ | 48,009,000 | $ | 48,009,000 | ||||||
The Company’s U.S. Treasury securities are included on the unaudited condensed consolidated balance sheets as ‘Investments in available-for-sale marketable securities’ as of June 30, 2026 and December 31, 2025. The Company’s digital assets held at fair value are included on the unaudited condensed consolidated balance sheets as ‘Digital assets from operations’ and ‘Digital assets held for investment’ as of June 30, 2026 and December 31, 2025. The Company’s digital assets receivable held at fair value are included on the unaudited condensed consolidated balance sheets as ‘Digital assets receivable’ as of June 30, 2026 and December 31, 2025. The entire ‘Digital assets receivable, noncurrent’ balance is not carried at fair value during either period presented. The Company’s unrestricted BUIDL is included on the unaudited condensed consolidated balance sheets as ‘Cash and cash equivalents’ as of June 30, 2026 and December 31, 2025. The Company’s SAFEs are included on the unaudited condensed consolidated balance sheets as ‘Simple agreements for future equity’ as of June 30, 2026 and December 31, 2025. The Company’s Option liability is included on the unaudited condensed consolidated balance sheets as ‘Option liability’ as of June 30, 2026 and December 31, 2025. The Company’s Derivative liability is included on the unaudited condensed consolidated balance sheets as ‘Derivative liability’ as of June 30, 2026 and December 31, 2025.The following table shows the activity of Level 3 financial instruments:
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Six months ended June 30, 2026 | Option Liability | SAFE Liabilities | Derivative Liability | Total | ||||||||||
| Balance at December 31, 2025 | $ | 11,390,000 | $ | 10,449,000 | $ | 26,170,000 | $ | 48,009,000 | ||||||
| Changes in fair value recognized in earnings | $ | 29,176,000 | $ | 5,678,000 | $ | (19,842,000) | $ | 15,012,000 | ||||||
| Balance at June 30, 2026 | $ | 40,566,000 | $ | 16,127,000 | $ | 6,328,000 | $ | 63,021,000 | ||||||
| Six months ended June 30, 2025 | Option Liability | SAFE Liabilities | Derivative Liability | Total | ||||||||||
| Balance at December 31, 2024 | $ | 4,959,000 | $ | 5,714,000 | $ | 11,293,000 | $ | 21,966,000 | ||||||
| Changes in fair value recognized in earnings | $ | 487,000 | $ | 449,000 | $ | 3,044,000 | $ | 3,980,000 | ||||||
| Balance at June 30, 2025 | $ | 5,446,000 | $ | 6,163,000 | $ | 14,337,000 | $ | 25,946,000 | ||||||
Certain instruments have been valued using the concept of NAV as a practical expedient. The Company notes that their NAV is generally not published and publicly available, nor are these instruments traded on an exchange. Instruments valued using NAV as a practical expedient are in accordance with GAAP and are not classified within the fair value hierarchy levels.
There were no transfers in and out of Level 3 financial instruments during any of the periods presented.
The Company measures certain financial instruments at fair value on a recurring basis. These instruments are classified within Level 3 of the fair value hierarchy as their valuation relies on significant unobservable inputs. Level 3 measurements reflect management’s judgment regarding the assumptions market participants would use in pricing the instruments. As of June 30, 2026 and December 31, 2025, Level 3 liabilities included an option liability, SAFE liability, and derivative liabilities associated with convertible notes.
Option Liability
The option liability is measured using a probability-weighted option pricing model framework. As of June 30, 2026 and December 31, 2025, the fair value of the option liability was approximately $40,566,000 and $11,390,000, respectively. Significant unobservable inputs used in the valuation as of June 30, 2026 included an equity volatility assumption of approximately 68%, a remaining contractual term of approximately 0.91 years, an estimated fair value of the underlying stock of approximately $46.30 per share, and an exercise price of approximately $15.56 per share . Significant unobservable inputs used in the valuation as of December 31, 2025 included an equity volatility assumption of approximately 68%, an expected time to triggering event of approximately 0.25 years, and an estimated fair value of the underlying stock of approximately $34.05 per share. An increase in equity volatility would result in a higher fair value measurement.
SAFE Liabilities
SAFEs are accounted for as liabilities and measured at fair value using a scenario-based, probability weighted valuation technique. The valuation considers outcomes including an equity financing, liquidity event, or dissolution, based on the contractual terms of the SAFEs. As of June 30, 2026 and December 31, 2025, the fair value of SAFEs was approximately $16,127,000 and $10,449,000, respectively. Significant unobservable inputs used in the valuation as of June 30, 2026 included a 100% probability weighting to a liquidity event (reflecting the Company's expectation that the SAFEs would convert immediately in connection with the closing of the Business Combination on July 1, 2026). As the conversion feature was valued on an intrinsic-value basis given the imminent and near-certain conversion event, equity volatility, market discount rate, and expected time to conversion were each not considered significant.
Significant unobservable inputs used in the valuation for the year ended December 31, 2025 included equity volatility of approximately 56%, a market discount rate of approximately 13%, and expected conversion dates of approximately 0.25 years. Changes in volatility, discount rates, or assumed timing of conversion events would materially affect the estimated fair value.
Derivative Liability
The Company's convertible notes contain embedded features that meet the definition of derivatives and are bifurcated from the host debt instrument. The embedded derivative liabilities are measured using option pricing techniques. As of June 30, 2026 and December 31, 2025, the fair value of the embedded derivative liabilities was approximately $6,328,000 and $26,170,000, respectively. Significant unobservable inputs used in the valuation as of June 30, 2026 included an estimated transaction-based equity value of $44.44 per share, reflecting the common stock price expected upon consummation of the Business Combination on July 1, 2026; as the notes' conversion features were expected to settle immediately upon the Business Combination, the embedded derivatives were valued on substantially an intrinsic-value basis, and equity volatility and credit-adjusted discount rate inputs were not utilized in the valuation. Significant unobservable inputs used in the valuation for the year ended December 31, 2025 included equity volatility ranging from approximately 56% to 71%, estimated transaction-based equity values of approximately $27.28 to $40.87 per share, and
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
credit-adjusted discount rates of approximately 7.69% to 21.63%. Increases in volatility or the likelihood of favorable transaction scenarios would result in higher derivative fair values.
The following table presents the cost and fair value of the Company’s investments:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 437,883 | $ | 6,246 | $ | (71) | $ | 444,058 | ||||||||||||||||||
| $ | 437,883 | $ | 6,246 | $ | (71) | $ | 444,058 | |||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 911,609 | $ | 16,428 | $ | — | $ | 928,037 | ||||||||||||||||||
| $ | 911,609 | $ | 16,428 | $ | — | $ | 928,037 | |||||||||||||||||||
The following table reflects information about the Company’s investments held in an unrealized gains position:
| Less than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Gains (Losses) | Fair Value | Unrealized Gains (Losses) | Fair Value | Unrealized Gains (Losses) | |||||||||||||||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 444,058 | $ | 6,175 | $ | — | $ | — | $ | 444,058 | $ | 6,175 | ||||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | 928,037 | $ | 16,428 | $ | — | $ | — | $ | 928,037 | $ | 16,428 | ||||||||||||||||||||||||||
When evaluating investments for credit losses, the Company considers multiple factors, including the duration and extent of fair value declines, the financial condition of the issuer, and whether the Company intends to sell or is more likely than not to be required to sell the investment before recovery of its amortized cost basis. The Company determined that the increase in fair value of its investments in 2026 and 2025 were primarily driven by changes in market interest rates, which affected the valuation of fixed-income securities, including U.S. Treasury holdings. Accordingly, the Company concluded that no credit losses were recognized on its investment portfolio during the three and six months ended June 30, 2026 and 2025.
All of the U.S. Treasury securities held at June 30, 2026 are scheduled to mature in 2026.
8. INTANGIBLE ASSETS
Intangible Assets
Intangible assets, net, as disclosed in this note exclude digital assets, that qualify as intangible assets, which are presented within ‘Digital assets from operations’, ‘Digital assets held for investment’, and ‘Digital assets receivable’, in the unaudited condensed consolidated balance sheets. Intangible assets, net and their associated weighted average remaining useful lives in years consisted of the following:
20
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| June 30, 2026 | Gross Amount | Accumulated Amortization | Net Carrying Value | Weighted-average Remaining Useful Lives (Years) | ||||||||||||||||||||||
| Definite-lived intangible assets: | ||||||||||||||||||||||||||
| Customer relationships | $ | 24,164,931 | $ | (7,110,486) | $ | 17,054,445 | 8.8 | |||||||||||||||||||
| Non-compete agreements | 240,000 | (229,333) | 10,667 | 0.2 | ||||||||||||||||||||||
| Licenses | 120,150 | (104,131) | 16,019 | 0.7 | ||||||||||||||||||||||
| Internally Developed Software | 625,278 | (5,770) | 619,508 | 3.0 | ||||||||||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
| Trading license | 2,430,000 | — | 2,430,000 | N/A | ||||||||||||||||||||||
| $ | 27,580,359 | $ | (7,449,720) | $ | 20,130,639 | |||||||||||||||||||||
| December 31, 2025 | Gross Amount | Accumulated Amortization | Net Carrying Value | Weighted-average Remaining Useful Lives (Years) | ||||||||||||||||||||||
| Definite-lived intangible assets: | ||||||||||||||||||||||||||
| Customer relationships | $ | 24,164,931 | $ | (6,085,334) | $ | 18,079,597 | 9.2 | |||||||||||||||||||
| Non-compete agreements | 240,000 | (221,333) | 18,667 | 0.4 | ||||||||||||||||||||||
| Licenses | 120,150 | (92,115) | 28,035 | 1.2 | ||||||||||||||||||||||
| Internally Developed Software | 127,529 | — | 127,529 | 3.0 | ||||||||||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||||||||||||||
| Trading license | 2,430,000 | — | 2,430,000 | N/A | ||||||||||||||||||||||
| $ | 27,082,610 | $ | (6,398,782) | $ | 20,683,828 | |||||||||||||||||||||
Definite-lived intangible assets
Amortization expense was $528,353 and $492,305 for the three months ended June 30, 2026 and 2025, respectively, and $1,050,937 and $793,222 for the six months ended June 30, 2026 and 2025, respectively.
Indefinite-lived intangible assets (excluding goodwill)
Management determined there were no triggering events identified during the three and six months ended June 30, 2026 and 2025. Therefore, no impairment charges were recorded for the three and six months ended June 30, 2026 and 2025. The trading license continues to be classified as an indefinite-lived intangible asset, and management will continue to monitor relevant factors that could impact its recoverability.
9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The following table provides a breakdown of Accrued expenses and other current liabilities as of the periods indicated below:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Accrued compensation | $ | 3,251,267 | $ | 998,367 | |||||||
| Accrued deferred offering costs | 5,459,814 | 2,893,803 | |||||||||
| Accrued professional fees and other | 5,038,717 | 381,422 | |||||||||
| Total accrued expenses and other current liabilities | $ | 13,749,798 | $ | 4,273,592 | |||||||
21
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. DEBT
The Company’s initial carrying values, net of issuance costs, of outstanding debt consisted of the following at the periods indicated below:
| Effective Interest Rate | Maturity Date | Payment Upon Maturity | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Simple agreements for future equity | — | — | $ | — | $ | 4,845,000 | $ | 4,845,000 | ||||||||||||||||||||||||
| Convertible promissory notes payable, net of issuance costs | 4.77% - 13.04% | January 2027 - October 2028 | 79,915,000 | 79,859,733 | 79,859,733 | |||||||||||||||||||||||||||
| Total Long-Term Debt | $ | 79,915,000 | $ | 84,704,733 | $ | 84,704,733 | ||||||||||||||||||||||||||
The Company notes that the fair value of its Convertible promissory notes payable approximates their initial carrying value. As of June 30, 2026, and December 31, 2025, the carrying amounts of the convertible promissory notes, net of issuance costs, are presented net of their associated unamortized debt discounts on the condensed consolidated balance sheets of $4,910,888 and $7,297,654, respectively. Interest expense on outstanding debt totaled $1,105,915 and $1,386,125 for the three months ended June 30, 2026 and 2025, respectively, and $3,374,490 and $2,785,539 for the six months ended June 30, 2026 and 2025, respectively. On July 1, 2026, all outstanding convertible promissory notes and simple agreements for future equity were converted into shares of the Company's common stock and then exchanged into PubCo common stock. Refer to Note 20, Subsequent Events, for further details.
Line of Credit
The Company is party to a line of credit with a financial institution, which provides for a total commitment based on a percentage of the Company's investments held with the financial institution. The balance of outstanding borrowings will incur interest at a variable rate based on the One-Month SOFR plus 65 basis points (4.28% at June 30, 2026 and 4.44% at December 31, 2025). Total commitment availability on the line of credit is limited to the amount of capital invested with UBS at a given time, which amounted to $648,694 and $638,451 as of June 30, 2026 and December 31, 2025, respectively. There were no borrowings on the line of credit during the three and six months ended June 30, 2026 and 2025, and no outstanding borrowings as of June 30, 2026 and December 31, 2025.
11. STOCKHOLDERS’ DEFICIT
Option Preferred Stock Exercise
In connection with the Series B‑1 preferred stock issuance, the Company had previously granted a lead investor an option to purchase up to $20,000,000 of preferred stock upon the occurrence of a qualifying event. On April 28, 2026, the investor delivered a notice to exercise the option in full at an exercise price of $15.56 per share (subject to adjustment), representing 1,285,347 shares of the Company's Series option redeemable convertible preferred stock.
On June 25, 2026, the Company received aggregate cash proceeds of $20,000,000 from the investor in connection with the option exercise. Since the related preferred shares were not issued until July 1, 2026, the Company recorded the proceeds as an ‘Option prepayment liability’ in the accompanying condensed consolidated balance sheets as of June 30, 2026.
As the option liability had not been settled as of June 30, 2026, the Company recorded a fair value adjustment of $29,266,000, representing the remeasurement of the liability from March 31, 2026 through June 30, 2026, which is included within Change in fair value of option liability in the accompanying condensed consolidated statements of operations.
On July 1, 2026, the Company issued the 1,285,347 shares of Series option redeemable convertible preferred stock to the investor. Upon issuance of the underlying shares, the Company derecognized the related option liability and option prepayment liability. Concurrently with the consummation of the Business Combination on July 1, 2026, the 1,285,347 shares of Series option redeemable convertible preferred stock converted into 5,712,011 shares of PubCo common stock based on the exchange ratio of approximately 4.4439, on the same terms as the Company's other outstanding preferred stock.
Secondary transactions and exchange of Common stock for Series B-4 redeemable convertible preferred stock
22
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
During the three and six months ended June 30, 2025, certain former employees, co-founders, and related parties sold 653,911 shares of common stock, 95,203 shares of Series A redeemable convertible preferred stock, 4,649 shares of Series B-1 redeemable convertible preferred stock, and 64,399 shares of Series B-2 redeemable convertible preferred stock to new and existing investors at purchase prices in excess of the estimated fair value of the respective classes of stock ("2025 secondary transactions"), and the Company waived its right of first refusal applicable to such shares. For the common stock transactions, the Company recorded $8,261,002 in share-based compensation expense, included in 'Compensation and benefits' expense on the unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2025; for the preferred stock transactions, the Company recorded a deemed dividend of $1,493,539. Both amounts represent the excess of the purchase price paid by these investors over the fair value or carrying value, respectively, of the shares sold.
Also in connection with the 2025 secondary transactions, on March 4, 2025, a preferred stockholder exchanged 421,723 shares of common stock for 421,723 shares of Series B-4 redeemable convertible preferred stock with a fair value of 6,325,845 at the time of the exchange; the common shares received were subsequently retired. There were no secondary transactions during the three or six months ended June 30, 2026.
Measurement of Redeemable Convertible Preferred Stock
The Company’s redeemable convertible preferred stock (the “Preferred Stock”) is not mandatorily redeemable and has no fixed or determinable redemption date. Redemption may occur only upon a liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event, each of which is outside the Company's control.
The Company carries the Preferred Stock at issuance date fair value, net of issuance costs, and has not adjusted the carrying amount to the redemption amount because the Preferred Stock was not redeemable as of June 30, 2026 and redemption was not probable. The Business Combination described in Note 20 did not give rise to a redemption right. It was not a Deemed Liquidation Event, because the holders of the Company's capital stock outstanding immediately prior to the closing held a majority of the voting power of the combined company immediately following the closing, and a transaction of that kind is excluded from the definition. Under the Business Combination Agreement, each share of Preferred Stock was instead to convert into one share of common stock immediately prior to the closing, with no cash payable, and the holders of a majority of the outstanding shares of Preferred Stock irrevocably consented to that conversion upon execution of the agreement in October 2025. The Company had no plan of liquidation or dissolution and was not party to any other transaction that would have given rise to a redemption right.
On July 1, 2026, the Business Combination closed and all outstanding shares of Preferred Stock converted into shares of common stock. No cash was paid in the conversion, and the carrying amount was reclassified from temporary equity to permanent equity. See Note 20.
12. INCOME TAXES
The Company accounts for income taxes in interim periods in accordance with ASC 740-270, Income Taxes, Interim Reporting. Under ASC 740-270, interim tax provisions are generally determined using an estimated annual effective tax rate applied to year-to-date ordinary income or loss, adjusted for discrete items. Due to the Company’s full valuation allowance against its deferred tax assets, the estimated annual effective tax rate method is not meaningful. As a result, the Company determined its income tax provision for the six months ended June 30, 2026 using a year-to-date actual method. The provision primarily reflects current income taxes payable or refundable for the period, while deferred tax benefits generated during the period are offset by corresponding changes in the valuation allowance.
The provision for income taxes and the effective income tax rates were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Provision for income taxes | 39,191 | 80,216 | 82,199 | 162,275 | |||||||||||||||||||
| Effective income tax rate | 0.18 | % | 1.47 | % | 0.28 | % | 1.64 | % | |||||||||||||||
The effective tax rates differ from the statutory tax rates for the three and six months ended June 30, 2026 and 2025 primarily due to the Company's full valuation allowance position against net deferred tax assets. The provision for income taxes for the three and six
23
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
months ended June 30, 2026 and 2025 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.
The valuation allowance was $30,772,000 as of June 30, 2026 compared to $28,627,000 as of December 31, 2025. The increase during the six months ended June 30, 2026 relates to a full valuation allowance primarily recorded against capitalized research expenditures and additional net operating losses generated in the period.
The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, the Company considers taxable income in prior carryback years, as permitted under the tax law, forecasted taxable earnings, tax planning strategies, and the expected timing of the reversal of temporary differences. This determination requires significant judgment, including assumptions about future taxable income that are based on historical and projected information and is performed on a jurisdiction-by-jurisdiction basis. The Company faces uncertainties in forecasting its operating results going forward. This operating uncertainty also makes it difficult to predict the availability and utilization of tax benefits over the next several years. As a result, management has concluded, as of June 30, 2026, it is more likely than not the Company’s net deferred tax assets will not be realized, and a full valuation allowance against net deferred tax assets in all jurisdictions is still warranted as of June 30, 2026. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. If the positive operating results continue, and the Company believes future taxable income can be more reliably forecasted, the Company may release all or a portion of the valuation allowance. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s Consolidated Statements of Operations, the effect of which would be an increase in reported net income.
13. RELATED PARTY TRANSACTIONS
Management Fees
The Company is entitled to earn management fees for fund management services provided to certain investment funds that are considered related parties of the Company. Accounts receivable related to these management fees totaled $460,213 and $594,435 as of June 30, 2026 and December 31, 2025, respectively, and are included within ‘Accounts receivable, related parties’ on the unaudited condensed consolidated balance sheets. Management fee revenues totaled $252,257 and $22,949 for the three months ended June 30, 2026 and 2025, respectively, and $470,281 and $28,612 for the six months ended June 30, 2026 and 2025, respectively, and are included within ‘Revenue’ on the unaudited condensed consolidated statements of operations and comprehensive loss.
Collateralized Lending – Related Parties
During 2025, the Company entered into lending arrangements with certain related parties of the Company in which the Company advanced an aggregate amount of $2,253,026 in certain digital assets also borrowed by the Company during the year ended December 31, 2025, of which $290,356 was still outstanding as of December 31, 2025. These amounts were included within ‘Digital assets loan receivable, related parties’ on the unaudited condensed consolidated balance sheets. All of the remaining lending arrangements entered into with related parties were settled and fully repaid during the first quarter of 2026 such that there were none outstanding as of June 30, 2026.
Secondary transactions and exchange of Common stock for Series B-4 redeemable convertible preferred stock
During the three and six months ended June 30, 2025, the Company waived its right of first refusal in connection with certain secondary transactions involving its equity securities held by certain former employees, co-founders, and related parties, which resulted in the recognition of stock‑based compensation expense and deemed dividends recorded in the consolidated financial statements. There were no such transactions during the six months ended June 30, 2026. Refer to the Stockholders’ Deficit note (Note 11) for additional information.
Notes Receivable, Related Parties
In January 2019, the Company provided funds in the form of a promissory note, as most recently amended in December 2022, totaling $89,879 to Batch 22X Ltd. (“Batch 22X”), which is managed by the co-founders and members of the Company’s management. There is no interest due and the note matures on December 31, 2029. The outstanding balance of the note totaled $66,109 as of June 30, 2026
24
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
and December 31, 2025. The balance of this note was recorded as ‘Notes receivable, related parties’ on the Company’s unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.
On August 6, 2025, the Company signed a loan agreement with SIZE Foundation, a Cayman Islands foundation company and related party, to provide SIZE Foundation with an unsecured revolving credit facility of up to $500,000, which was subsequently amended to increase the credit line to $2,000,000 during the quarter ended December 31, 2025. During 2026 the loan agreement was amended to increase the credit line to $3,000,000, which became effective on May 12, 2026. Borrower may repay the loan at any time but must fully repay each advance no later than 5 years from the advance date. Interest is accrued on the unpaid principal balance of the loans at a per-annum rate equal to the midterm applicable federal rate (“AFR”) for quarterly compounding most recently published by the Internal Revenue Service. Borrowers can request advances at least one business day before the desired date of advance, subject to the maximum loan amount not being exceeded. The outstanding balance was recorded as ‘Notes receivable, related parties’ on the Company’s unaudited condensed consolidated balance sheets in the amounts of $2,638,940 and $556,282 as of June 30, 2026 and December 31, 2025, respectively.
SIZE Foundation is a Cayman Islands non-profit foundation, established with the Company's support to promote real-world asset tokenization. It has no equity owners or profit-sharing rights. Though considered a related party due to the Company's role in its formation, the Company holds no ownership or economic interest and does not control it; therefore, it is not a consolidated entity or VIE. The Company entered into the loan agreement to fund SIZE Foundation's initial operating and working capital needs in furtherance of its stated objects, which are complementary to and supportive of the Company's own tokenization business. The facility was extended on an unsecured basis at the applicable federal rate described above, and was negotiated in the ordinary course consistent with the Company’s other lending arrangements with related entities.
In February 2022, the Company executed an unsecured credit facility to a related party, Securitize KKR Platform SPC, LTC (“Securitize KKR”), with a maximum loan amount not to exceed $15,000,000 to fund capital calls. Securitize Capital, a wholly owned subsidiary of the Company, is the General Partner of Securitize KKR. The borrower may repay each advance at any time or from time to time, provided that each advance is repaid in full prior to the 5-year anniversary of each advance. This credit facility does not provide for a stated interest charge. The outstanding balance was $4,677,797 and $3,476,639 as of June 30, 2026 and December 31, 2025, respectively. The balance of this note was recorded as ‘Notes receivable, related parties’ on the Company’s unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.
On July 14, 2023, the Company signed a loan agreement with Securitize Capital Hamilton Lane Equity Opportunity Fund LP (“Securitize Capital Hamilton Lane Fund”, or the “Borrower”), a related party, for up to $7,000,000. Borrower may repay the loan at any time but must fully repay each advance no later than 5 years from its issuance date. This note is interest free. Borrower can request advances at least one business day before the desired date of advance, subject to the maximum loan amount not being exceeded. The outstanding balance was $1,383,355 and $1,084,957 as of June 30, 2026 and December 31, 2025, respectively. The balance of this note was recorded as ‘Notes receivable, related parties’ on the Company’s unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. Separately, the Company holds a $903,826 investment in the Hamilton Lane SCOPE Securitize Tokenized Feeder, L.P., which is included in the Investments in tokenized assets account on the Company's unaudited condensed consolidated balance sheets and is further described in Note 14.
The related party loan arrangements with the Securitize KKR and Securitize Capital Hamilton Lane funds were entered into in the ordinary course of business to support liquidity and working capital needs at those funds. The related notes receivable fund capital calls in accordance with the Company's required commitment. The Company receives Limited Partner interests in these funds based on the amount of capital contributed. These L.P. interests increase and decrease directly with the capital contributed and repaid, along with respective changes in the fund’s Net Asset Value (“NAV”). Therefore, the Company elected to apply the NAV practical expedient for the L.P. interests, with changes in NAV recorded in Other income (expense), net on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.
14. VARIABLE INTEREST ENTITIES
The Company holds variable interests in certain entities that meet the definition of a Variable Interest Entity (“VIE”) under ASC 810, Consolidation (“ASC 810”). These entities were evaluated to determine whether the Company is the primary beneficiary and, therefore, required to consolidate their financial results.
As of June 30, 2026 and December 31, 2025, the Company identified Securitize AAA CLO Tokenized Fund, Ltd., Apollo Diversified Credit Securitize Fund, Hamilton Lane SCOPE Securitize Tokenized Feeder, L.P., Securitize KKR, Securitize Capital Hamilton Lane Fund, and VanEck Treasury Fund, Ltd. as VIEs; the Company’s relationships with these funds are outlined in the table below.
25
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2025, the Company obtained an equity interest in Securitize AAA CLO Tokenized Fund, Ltd. This equity interest represents a tokenized interest in the participating, non‑voting equity shares of Securitize AAA CLO Tokenized Fund, Ltd., providing exposure to the full residual returns and losses of the underlying portfolio without conferring any governance or decision‑making rights with respect to the CLOs or their managers. The Company also obtained an equity interest in Securitize AAA CLO Tokenized Fund, Ltd.’s management, voting equity shares which do not have the right to participate in full residual returns of the underlying portfolio. The Company is not the primary beneficiary of Securitize AAA CLO Tokenized Fund, Ltd. because the Company does not have the obligation to absorb losses or the right to receive benefits that could potentially be significant to Securitize AAA CLO Tokenized Fund, Ltd.
The Company is not the primary beneficiary of the Apollo Diversified Credit Securitize Fund, Hamilton Lane SCOPE Securitize Tokenized Feeder, L.P., Securitize KKR Platform SPC Ltd., Securitize Capital Hamilton Lane Equity Opportunity Fund LP, and VanEck Treasury Fund, Ltd. because the Company does not have the power to direct the activities that most significantly affect the economic performance of these VIEs.
26
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Accordingly, the Company does not consolidate these VIEs in its unaudited condensed consolidated financial statements. The carrying amounts of the assets represent the maximum exposure to loss as a result of this involvement and are as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Securitize Capital Hamilton Lane Equity Opportunity Fund, L.P. | |||||||||||
| Notes receivable, related parties | $ | 1,383,355 | $ | 1,084,957 | |||||||
Securitize AAA CLO Tokenized Fund, Ltd. | |||||||||||
| Investments in tokenized assets | $ | — | $ | 5,000,000 | |||||||
| Securitize KKR Platform SPC, LTC | |||||||||||
| Notes receivable, related parties | $ | 4,677,797 | $ | 3,476,639 | |||||||
| Hamilton Lane SCOPE Securitize Tokenized Feeder, LP | |||||||||||
| Investments in tokenized assets | $ | 903,826 | $ | 862,798 | |||||||
| Restricted tokenized assets | $ | — | $ | 1,103,171 | |||||||
| Apollo Diversified Credit Securitize Fund | |||||||||||
| Investments in tokenized assets | $ | 1,747,939 | $ | 1,157,270 | |||||||
| Restricted tokenized assets | $ | — | $ | 619,494 | |||||||
| VanEck Treasury Fund, Ltd. | |||||||||||
| Investments in tokenized assets | $ | 5,000,000 | $ | 5,000,000 | |||||||
| Cash and cash equivalents | $ | 121,381 | $ | 14,813 | |||||||
15. LENDING AND COLLATERALIZATION ARRANGEMENTS INVOLVING TOKENS
Beginning in November 2024 and throughout 2025, the Company became party to various lending arrangements, governed by various Master Loan and Security Agreements (“MLSAs”), with certain investors of tokenized funds (the “counterparties”). Under the MLSAs, the Company was subject to making advances to the counterparties in exchange for transferring certain tokens as collateral on the loans. These loans receivable typically bore an annual facilitation fee of approximately 2.00% which accrued until settled as a deduction from the collateral balance remitted back to the counterparties. When facilitating these transactions, the Company simultaneously locked the tokenized assets received as collateral in smart contracts using its sToken vault technology (minted as the applicable “sTokens”) which enabled the collateral assets to be able to interact with various decentralized finance protocols so the Company could service these lending arrangements via on-chain borrowings from the respective network.
In facilitating these lending arrangements, the Company provided a regulated, contract-based, and operationally managed means for investors in certain tokenized assets to access certain DeFi investment strategies, rather than requiring the investor to interact directly with blockchain protocols. The Company, in its capacity as a regulated intermediary and transfer agent for the underlying collateral assets, ensured that the tokenized assets were not transferred, pledged, or otherwise utilized without the required regulatory controls and permissions. This structure was followed to ensure that these of types transactions involving tokenized collateral within DeFi were able to occur in compliance with applicable securities laws and contractual restrictions in a controlled setting and access to the relevant smart contracts to open these positions was exclusively available through the Company’s infrastructure. By initially restricting these smart contracts for use by the Company such that they were not publicly available for direct access by investors, the Company was able to control its measured release while also demonstrating some potential benefits of tokenizing and using regulated assets in DeFi strategies, including added yield generation and providing new liquidity sources. The Company opted for this gradual release of these concepts to prove that the underlying assets could maintain their compliance with traditional regulations while also being composable in DeFi, which were novel use cases for the industry and that had limited previous institutional adoption historically.
As a result of the Company’s facilitation of these transactions through proof‑of‑concepts demonstrating how tokenized real‑world assets (RWAs) can interact with DeFi protocols to enable new institutional investment strategies—while concurrently advancing the ecosystem and increasing the amount of tokenized assets and protocols available—the public release of these smart contracts has been successfully rolled out, allowing investors to access them independently as intended. Specifically, the Company’s facilitation of each transaction’s execution is no longer required, while the functionality still provides for the necessary level of compliance necessary for the underlying RWAs and the applicable regulatory frameworks. Accordingly, during the final months of the year ended
27
SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and into early 2026, the Company wound down all of these lending arrangements with counterparties and had no associated amounts remaining on the unaudited condensed consolidated balance sheets as of June 30, 2026.
As of December 31, 2025, there was $1,722,665, recorded within ‘Restricted tokenized assets’ representing the collateral received from counterparties, with a corresponding $1,722,665 amount recorded within ‘Obligation to return collateral’ which the Company used to service the associated loans by borrowing additional assets, typically from a DeFi protocol. The corresponding liabilities for the amounts received from the applicable network were recorded within ‘Digital asset borrowings’ in the amount of $101,109 on the unaudited condensed consolidated balance sheets as of December 31, 2025. The collateral assets and related borrowings from the applicable networks facilitated the advances of $99,647 in loans of certain digital assets (excluding the $290,356 advanced to related parties in the ordinary course — see Note 13) which were recognized within ‘Digital assets loan receivable’ as of December 31, 2025.
16. LOSS PER SHARE
The following table presents the components of basic and diluted loss per share:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss from continuing operations | $ | (21,689,202) | $ | (5,538,788) | $ | (29,621,854) | $ | (10,080,306) | |||||||||||||||
| Less: Deemed dividend to preferred stockholders | — | — | — | (1,493,539) | |||||||||||||||||||
| Net loss from continuing operations attributable to common stockholders - basic and diluted | (21,689,202) | (5,538,788) | (29,621,854) | (11,573,845) | |||||||||||||||||||
| Net loss from discontinued operations attributable to common stockholders - basic and diluted | — | (607,515) | — | (1,190,854) | |||||||||||||||||||
| Net loss attributable to common stockholders - basic and diluted | $ | (21,689,202) | $ | (6,146,303) | $ | (29,621,854) | $ | (12,764,699) | |||||||||||||||
| Weighted average Common stock and Class A common stock shares outstanding - basic and diluted | 9,139,723 | 8,570,963 | 8,993,202 | 8,616,139 | |||||||||||||||||||
| Net loss per share of common stock and Class A common stock - basic and diluted | $ | (2.37) | $ | (0.72) | $ | (3.29) | $ | (1.48) | |||||||||||||||
| Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted | $ | (2.37) | $ | (0.65) | $ | (3.29) | $ | (1.34) | |||||||||||||||
| Net loss from discontinued operations per share of common stock and Class A common stock - basic and diluted | $ | — | $ | (0.07) | $ | — | $ | (0.14) | |||||||||||||||
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2026 and 2025, because including them would have been anti-dilutive (on a treasury stock method or an if-converted method based on the nature of the securities):
| For the Three and Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Potentially dilutive securities end of period: | |||||||||||
| Convertible Promissory Notes Payable | 4,131,839 | 3,293,893 | |||||||||
| SAFEs | 348,307 | 348,307 | |||||||||
| Options to purchase Option Preferred Stock (NHTV Side Letter Option) | 1,285,347 | 1,285,347 | |||||||||
| Convertible Preferred Stock | 11,820,451 | 11,820,451 | |||||||||
| Options to purchase Class A common stock | 3,433,413 | 4,371,752 | |||||||||
| J Digital Warrants | 835,217 | 835,217 | |||||||||
| Restricted Stock Units | 248,097 | — | |||||||||
| Total | 22,102,671 | 21,954,967 | |||||||||
17. COMMITMENTS AND CONTINGENCIES
Legal Claims
The Company, from time to time, is subject to legal proceedings, claims, and assessments which arise in the normal course of its business. We record an accrual for loss contingencies at management’s best estimate when we determine that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the reasonable estimate is a range and no amount within that range is considered a better estimate than any other amount, an accrual is recorded based on the bottom amount of the range. If a loss is not probable, or a probable loss cannot be reasonably estimated, no accrual is recorded.
tZERO Patent Matter
On June 15, 2026, tZERO Group, Inc. delivered a letter to the Company, and issued a related press release, asserting that certain of the Company's products, including its DS Protocol and Vault Registrar, infringe U.S. Patent Nos. 11,216,802 ("Self-Enforcing Security Token Implementing Smart-Contract-Based Compliance Rules Consulting Smart-Contract-Based Global Registry of Investors") and 11,394,560 ("Crypto Integration Platform”). On June 22, 2026, Securitize, Inc. filed a complaint against tZERO Group, Inc. and tZERO IP, LLC in the United States District Court for the District of Delaware seeking a declaratory judgment that it does not infringe those patents (Securitize, Inc. v. tZERO Group, Inc. et al., Case No. 1:26-cv-00722-GBW (D. Del.)). On July 17, 2026, tZERO filed an Amended Answer and Counterclaims asserting infringement of those two patents along with U.S. Patent No. 12,223,496 (“Self-Enforcing Security Token Implementing Smart-Contract-Based Compliance Rules Consulting Smart-Contract-Based Global Registry of Investors”), U.S. Patent No. 12,099,996 (“Verifying Transaction Address Is Whitelisted Before Allowing Transfer To Transaction Address of Self-Regulating Token Requiring Whitelisted Transaction Address to Withdraw Self-regulating Token”), and U.S. Patent No. 12,051,078 (“Account Owner Funding of Know Your Customer and Accredited Investor Verification Renewal and Monitoring Charges Through Coin Payment”). The counterclaims seek monetary damages and injunctive relief. The Company disputes tZERO's allegations, believes they are without merit, and intends to pursue the declaratory judgment action and defend the counterclaims vigorously.
The matter is at a preliminary stage; the Company has not yet responded to tZERO’s counterclaims and discovery had not commenced as of June 30, 2026. The Company is therefore unable to determine the likelihood of an unfavorable outcome or to estimate the amount or range of reasonably possible loss, and no accrual has been recorded. An unfavorable resolution could result in monetary damages or injunctive relief limiting the Company's use of technology underlying its platform, which could have a material adverse effect on the Company's business, financial condition and results of operations.
Regulatory Risk
The Company’s business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which it operates. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, and related technologies.
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the digital asset economy, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. To the extent the Company has not complied with such laws, rules, and regulations, the Company could be subject to significant fines, revocation of licenses, limitations on the Company’s products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect the Company’s business, operating results, and financial condition.
J Digital 6 LLC Warrant Agreement
On March 6, 2025, the Company entered into an agreement with J Digital 6 LLC (“JD6”) under which the Company issued 835,217 Warrants to JD6 (the “J Digital 6 Warrants”). Under the terms of the agreement, J Digital 6 LLC paid a purchase price of $1,000 to acquire a warrant to purchase shares of the Company’s Series B-4 Preferred Stock (or other applicable series) at an exercise price of $15.00 per share. The J Digital 6 Warrants cover up to 2.72% of the Company’s fully diluted capitalization as of the issue date, divided into four equal tranches, each representing 0.68% of fully diluted capitalization. Each tranche vests independently, subject to specific vesting criteria and other conditions as set forth in the agreement. Each vested tranche of the J Digital 6 Warrants is exercisable for a period of three years commencing from the respective vesting date of such tranche.
The vesting conditions for each tranche require (i) the approval of the Company's BUIDL token by an approved centralized exchange ("CEX") as eligible collateral for trading activities on such exchange, with the Jump Group onboarded and actively utilizing BUIDL as such collateral, and (ii) the Jump Group maintaining at least 30% of its total exchange collateral in BUIDL for four consecutive months following the listing. Each tranche vests only upon satisfaction of these performance conditions. The grant date fair value of vested portions of the J Digital 6 Warrants are recorded as an increase to mezzanine equity. The compensation cost is recognized in accordance with ASC 718 for nonemployee awards.
The fair value of the J Digital 6 Warrants were measured at their grant date and totaled $4,678,886 (or $5.60 per J Digital 6 Warrant), determined using an option‑pricing model. The agreement includes customary anti-dilution protections, transfer restrictions, and provisions for automatic vesting and exercise of certain tranches in connection with qualifying liquidation transactions.
During the fourth quarter of 2025, the first tranche of 208,804 J Digital 6 Warrants was deemed probable of vesting and began vesting over a four-month period commencing in mid-October 2025. The Company recognized $0 and $438,645 of compensation expense related to the first tranche for the three and six months ended June 30, 2026, respectively, as the remaining 1.5 months of the vesting period was completed within the first quarter of 2026. These amounts are recorded within 'Selling, general & administrative' expense, with a corresponding increase to mezzanine equity. There were no transactions of a similar nature during the three and six months ended June 30, 2025.
Capital Call Commitments
The Company is a party to separate notes receivables issued to related parties, Securitize KKR and Securitize Capital Hamilton Lane Equity Opportunity Fund, as detailed in Note 13. For each of the funds, the Company is responsible to cover capital calls up to their remaining commitment amount, which is the total commitment amount as described as the maximum loan amounts outlined in Note 13, less the amount committed to date. The Company did not record a commitment liability as of June 30, 2026 or December 31, 2025 for the remaining commitment amount, because it is not probable that the Company will be required to pay the full commitment.
18. REVENUE
Major Solutions/Service Offerings
The following table summarizes revenues from our major solutions/service offerings:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Tokenization | $ | 7,839,139 | $ | 8,874,393 | $ | 18,974,344 | $ | 20,136,056 | ||||||||||||||||||
| Asset Servicing | 6,596,706 | 6,387,783 | 14,939,967 | 9,160,139 | ||||||||||||||||||||||
| Total | $ | 14,435,845 | $ | 15,262,176 | $ | 33,914,311 | $ | 29,296,195 | ||||||||||||||||||
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tokenization
Tokenization revenue consists of services related to ecosystem expansion, as well as the trading, enhancement of utility, and distribution of digital assets. Revenue from on-chain contracts is recognized at a point in time upon completion of blockchain integration, when the technical integration is complete. Revenue from trading activities is recognized at a point in time when the related trades are executed. In addition to integration services, tokenization arrangements typically include performance obligations for ongoing maintenance and support services, with the associated revenue recognized ratably over the contractual term. Placement fees associated with making assets available for distribution are recognized either at a point in time or over the contract period, depending on the specific terms of the agreement.
Asset Servicing
Asset Servicing revenue includes fees earned for ongoing operational and administrative services provided to issuers, asset managers, and investors throughout the lifecycle of a fund or digital asset. These services include recordkeeping, transfer processing, fund accounting, and compliance support. Fees related to setup activities, including the initial recording of investor information on the blockchain and investor onboarding procedures such as know your customer (“KYC”) verification and accreditation, are recognized at a point in time when the initial services are delivered, while recurring service fees are recognized over time over the agreement term for those support services which are made available equally over the contract terms.
Contract Assets and Deferred Revenue
The table below summarizes changes in contract assets for the six months ended June 30, 2026:
| June 30, 2026 | |||||
| Beginning balance - December 31, 2025 | $ | 15,271,214 | |||
| Revenue recognized | 25,105,961 | ||||
| Reclassified to accounts receivable | (24,173,324) | ||||
| Ending balance - June 30, 2026 | $ | 16,203,851 | |||
The table below summarizes changes in deferred revenue for the six months ended June 30, 2026:
| June 30, 2026 | |||||
| Beginning balance - December 31, 2025 | $ | 6,503,357 | |||
| Revenue deferred | 6,445,595 | ||||
| Revenue recognized | (10,806,560) | ||||
| Ending balance - June 30, 2026 | $ | 2,142,392 | |||
During the six months ended June 30, 2026, the Company recognized $5,187,382 in revenue that was included in the beginning deferred revenue balance of $6,503,357 as of December 31, 2025. During the six months ended June 30, 2025, the Company recognized $2,817,455 in revenue that was included in the beginning deferred revenue balance of $3,075,369 as of December 31, 2024.
As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations that are unsatisfied or partially unsatisfied was $9,598,980. The Company expects to recognize approximately $3,736,485 during the remainder of 2026, $3,150,378 during 2027, and $2,712,117 thereafter.
19. SEGMENT INFORMATION
We operate as one reportable segment. Our Chief Executive Officer, who serves as our Chief Operating Decision Maker, manages the business on a consolidated basis and evaluates performance using multiple metrics, including consolidated net income (loss) as reported on our unaudited condensed consolidated statements of operations and comprehensive loss. Consolidated net income (loss) is the primary measure of segment performance and is used to assess results and to allocate and prioritize resources during our planning and forecasting processes. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
assets. Customers include institutional asset managers, corporations and enterprises, alternative investment platforms, and retail & accredited investors.
The following table is a reconciliation of our measure of segment profit or loss, significant segment expenses, and other segment items to consolidated net loss as reported on the unaudited condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Revenue | $ | 14,435,845 | $ | 15,262,176 | $ | 33,914,311 | $ | 29,296,195 | ||||||||||||||||||||||||
| Less significant expenses: | ||||||||||||||||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | (3,981,122) | (3,532,624) | (8,451,012) | (5,279,281) | ||||||||||||||||||||||||||||
Employee costs1 | (10,547,883) | (8,031,538) | (19,648,481) | (20,005,074) | ||||||||||||||||||||||||||||
Professional services1 | (3,155,916) | (1,259,424) | (6,685,251) | (2,589,106) | ||||||||||||||||||||||||||||
Marketing1 | (837,456) | (169,296) | (2,519,574) | (499,605) | ||||||||||||||||||||||||||||
| Total significant expenses | (18,522,378) | (12,992,882) | (37,304,318) | (28,373,066) | ||||||||||||||||||||||||||||
Other segment items2 | (17,602,670) | (7,808,082) | (26,231,847) | (11,003,435) | ||||||||||||||||||||||||||||
| Net loss from continuing operations, net of tax | (21,689,202) | (5,538,788) | (29,621,854) | (10,080,306) | ||||||||||||||||||||||||||||
| Net loss from discontinued operations, net of tax | — | (607,515) | — | (1,190,854) | ||||||||||||||||||||||||||||
| Net loss | (21,689,202) | (6,146,303) | (29,621,854) | (11,271,160) | ||||||||||||||||||||||||||||
(1) Employee costs are included within ‘Compensation and benefits’ expenses on the unaudited condensed consolidated statements of operations and comprehensive loss; professional services and marketing expenses are included within ‘Selling, general & administrative’ expenses on the unaudited condensed consolidated statements of operations and comprehensive loss.
(2) Other segment items include expenses related to software subscriptions, depreciation and amortization, rent expense, licenses and regulatory fees, insurance, and transportation, which are included within ‘Selling, general & administrative’ on the unaudited condensed consolidated statements of operations and comprehensive loss. Other segment items also include ‘Other income (expense), net’, ‘Provision for expected credit losses’, ‘Loss on digital assets from operations, net’, ‘Interest expense’, ‘Interest income’, ‘Dividend income’, ‘Loss on digital assets held for investment, net’, ‘Change in fair value of option liability’, ‘Change in fair value of simple agreements for future equity’, ‘Change in fair value of derivative liability’, and Provision for income taxes which are presented as such on the unaudited condensed consolidated statements of operations and comprehensive loss.
20. SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, management has evaluated subsequent events through August 13, 2026, which is the date the unaudited condensed consolidated financial statements were issued. Other than the events noted below, there were no subsequent events that require recognition or disclosure in the unaudited condensed consolidated financial statements.
Business Combination with Cantor Equity Partners II, Inc.
On October 27, 2025, the Company entered into a Merger Agreement with CEPT and PubCo, pursuant to which the Company and CEPT each became wholly owned subsidiaries of PubCo (the "Business Combination"). Following approval at a special meeting of CEPT stockholders on June 29, 2026, the Business Combination was consummated on July 1, 2026 (the "Closing Date"), at which time PubCo changed its name to Securitize Corp. and its common stock began trading on the New York Stock Exchange under the ticker symbol "SECZ" on July 2nd, 2026. In connection with the Business Combination, holders of 6,842,508 shares of CEPT Class A ordinary shares (approximately 28.5% of the shares with redemption rights) exercised their redemption rights at approximately $10.60 per share, for an aggregate redemption amount of approximately $73 million, and each remaining CEPT Class A and Class B ordinary share was converted into one share of PubCo Common Stock.
Upon consummation of the Business Combination, the combined company received aggregate proceeds of approximately $375 million (net of redemptions of $72.5 million and prior to the deduction of transaction and other closing costs, detailed below), consisting of proceeds released from CEPT's trust account and proceeds from the concurrent PIPE financing, pursuant to which 19,782,000 shares of CEPT Class A ordinary shares were sold to certain investors at $10.00 per share for aggregate gross proceeds of approximately $198 million. The proceeds described above were received prior to the issuance of these unaudited condensed consolidated financial statements.
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SECURITIZE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In connection with the Business Combination, the Company incurred estimated transaction and other closing costs of approximately $60 million, consisting primarily of advisory, legal, accounting, and printing fees. Of the total transaction costs, approximately 50% is estimated to be charged against additional paid-in capital as a direct cost of the recapitalization, and the remaining approximate 50% is estimated to be expensed as incurred.
In connection with the closing of the Business Combination, each outstanding share of the Company's preferred stock, each convertible promissory note, and each Simple Agreement for Future Equity was converted into 17,585,944 shares of the Company's common stock, with the resulting shares treated as issued and outstanding for purposes of receiving the Per Share Merger Consideration. At the Effective Time, each share of the Company's common stock was converted into approximately 4.4439 shares (the "Exchange Ratio") of PubCo Common Stock (the "Per Share Merger Consideration"), with no fractional shares issued and treasury shares canceled without payment. Each outstanding option and restricted stock unit was exchanged for an equivalent PubCo instrument, and each outstanding warrant was assumed by PubCo, in each case adjusted based on the Exchange Ratio.
In connection with the Business Combination, up to 6,250,000 shares of PubCo Common Stock (the "Securitize Earnout Shares") are issuable to Securitize stockholders if, at any time during the five-year period following the Closing Date, the volume-weighted average price ("VWAP") of PubCo Common Stock exceeds certain thresholds for 20 out of any 30 consecutive trading days beginning 90 days after the Closing Date: (i) one-third of the Securitize Earnout Shares will be issued if the VWAP exceeds $15.00, (ii) one-third will be issued if the VWAP exceeds $20.00, and (iii) one-third will be issued if the VWAP exceeds $25.00. Additionally, certain shares held by Cantor EP Holdings II, LLC (the “Sponsor”) are subject to vesting and potential forfeiture over the same five-year period, with one-third vesting upon the VWAP of PubCo Common Stock exceeding $12.50, $15.00, and $17.50, respectively, in each case for at least 20 out of 30 consecutive trading days beginning 90 days after the Closing Date. The Securitize Earnout Shares and Sponsor Earnout Shares have been classified as liabilities and will be measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss.
The Business Combination has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded. Under this method of accounting, CEPT did not meet the ASC 805, Business Combinations ("ASC 805") definition of a "business" and is treated as the "acquired" company for financial reporting purposes. Securitize was determined to be the accounting acquirer because existing Securitize stockholders, as a group, 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 was appointed by Securitize, Securitize represents a significant majority of the operations of PubCo, and the operations of Securitize are the continued operations of PubCo.
33
SECURITIZE’S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read together with Securitize’s unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 8-K/A. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 8-K/A, including information with respect to Securitize’s plans and strategy for its business, includes forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” and sections of the Company's Registration Statement on Form S-1 filed with the SEC on July 31, 2026 (File No. 333-297848) (the "Form S-1" or "S-1"), including “Cautionary Statement Regarding Forward-Looking Statements.” Therefore, actual results may differ materially from those contained in any forward-looking statements. For purposes of this section, references to “Securitize,” “we,” “our” or “us” are to Securitize, Inc. and its subsidiaries prior to consummation of the Business Combination, and Securitize Corp. (f/k/a Securitize Holdings, Inc.) and its subsidiaries (including Securitize I, Inc. f/k/a Securitize, Inc.) following consummation of the Business Combination.
Securitize Overview
Securitize was the first digital securities issuance platform, founded in 2017 and coming to market in January 2018. Securitize and its subsidiaries have built the most comprehensive and trusted infrastructure for tokenizing financial assets on-chain. The company operates a fully regulated, end-to-end platform for the issuance, trading and servicing of tokenized securities. As the only vertically integrated tokenization provider with SEC-registered entities across a transfer agent, broker-dealer, alternative trading system (ATS), exempt investment advisor (see registration update below) and fund administrator, Securitize uniquely enables a complete lifecycle for tokenized assets. These registrations enable Securitize to legally issue, manage, and trade digital securities in the United States under the same framework that governs traditional equities and bonds, while leveraging the efficiency and transparency of blockchain technology. Recently, on July 27, 2026, Securitize registered its previously exempted entity, Securitize Capital, and became a full U.S. Securities and Exchange Commission (SEC) Registered Investment Advisor (RIA).
Key Factors Affecting Our Operating Performance
Growth of the Internet financial system
The Internet financial system is increasingly being built on blockchain infrastructure, and represents a fundamental shift that we believe will result in a profound change to the existing financial system by materially improving efficiency, reducing costs, expanding accessibility, and accelerating innovation. While the Internet financial system has grown rapidly, it remains in its infancy and is very small relative to the legacy financial system. We believe we are well positioned to be among the winners in this emerging, transformative space, and we expect increased adoption and expansion of the Internet financial system to be a key driver of growth in all our products and services, and hence of our overall financial performance.
Government regulation
At Securitize, we have always had a “regulation first” philosophy that underlies our operations and has led to significant investments in building a robust compliance infrastructure regarding the tokenization of real-world assets (“RWAs”). As global regulatory frameworks continue to evolve and expand in scope, we remain vigilant in
monitoring these changes and expect to continue allocating significant resources across our legal, compliance, product, and engineering teams to ensure our tokenization practices remain aligned with both current and anticipated regulations.
Major economies around the world including the United States, European Union, Hong Kong, Japan, and Singapore are actively developing and refining national laws that govern digital representations of traditional assets. Others, such as the United Arab Emirates, are exploring comprehensive frameworks to integrate tokenized RWAs into their financial systems.
In the U.S., the recent passage of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”) marks a pivotal step toward establishing regulatory clarity for digital asset markets, including tokenized securities and other RWAs. The GENIUS Act is a U.S. federal law enacted in July 2025 that creates a regulatory framework for stablecoin digital assets pegged to the U.S. dollar. We believe that increased global regulatory certainty will foster greater institutional and consumer confidence in tokenized assets, accelerating their adoption as a trusted and efficient vehicle for investment and capital formation. These developments reinforce our belief that Securitize is well-positioned to lead the growth of a compliant and scalable RWA tokenization ecosystem.
Growth in TradFi market
Management believes the continued adoption of tokenized real-world assets and blockchain-enabled financial infrastructure may support long-term demand for the Company’s platform and servicing capabilities. Specifically, we expect to expand into the over $400 trillion Traditional Finance (“TradFi”) market by growing our user base with tokenized products. These products will provide individual investors access to alternative assets that TradFi institutions do not offer. These products will also provide individual investors with securities that have more efficient fractional ownership, lower minimums, are self-directed, and have more liquidity options which tokenization enables.
Price and volatility of digital assets
Values of certain digital assets have been highly volatile. Effects from speculation regarding the future appreciation or depreciation in the value of digital assets, making their market prices more volatile, may materially and adversely affect the value of our digital asset inventory. Changing investor confidence and resultant fluctuations in the price of various digital assets may cause uncertainty in the market and could negatively impact trading volumes of digital assets, which would negatively impact our business and operating results.
Adoption of digital assets
The digital asset ecosystem experienced rapid growth in 2021, driven by increasing adoption of digital assets, advancements in blockchain technology, the expansion of decentralized applications, and the emergence of tokenization as a significant use case. Following a period of contraction in 2022, the industry continued to mature through ongoing technological innovation, expanding commercial applications, increasing regulatory engagement, and growing participation by institutional investors and enterprises.
Adoption of digital assets has evolved beyond an initially retail-driven user base to include asset managers, financial institutions, corporations, and other organizations utilizing digital assets and blockchain technology for investment, operational, and commercial purposes. The launch of spot-based digital asset exchange-traded funds
(“ETFs”) in the United States in 2024 contributed to broader accessibility and increased participation by traditional financial market participants. In addition, according to data published by RWA.xyz, the value of tokenized real-world assets distributed on public blockchain networks increased from approximately $25 billion at the end of 2025 to more than $35 billion as of June 30, 2026, reflecting increasing adoption of tokenization across asset classes including government securities, private credit, commodities, equities and real estate. Over the same period, the number of holders of tokenized real-world assets increased from approximately 0.6 million at the end of 2025 to approximately 1.0 million as of June 30, 2026.
However, historical trends are not indicative of future adoption, and it is possible that adoption of digital assets, tokenization technologies, and blockchain-based infrastructure may slow, take longer to develop, or never achieve broad acceptance, which could negatively impact our business and operating results.
Other challenges and risks
We are operating in new industries that are highly innovative, rapidly evolving and characterized by healthy competition, experimentation, changing customer needs, and the frequent introduction of new products and services. We are subject to uncertain and evolving industry and regulatory requirements. While we believe we are well-positioned to capitalize on market opportunities made possible by the rapid evolution of the digital assets ecosystem, due to the relatively nascent stage of our industries and other challenges that we face, our business model also presents certain material risks.
All participants in the cryptoeconomy, including direct investors, consumers and providers of goods and services related to this industry, may be subject to additional costs associated with participating in this industry, as compared with participation in established commerce, due to the rapidly evolving landscape. The potentially higher costs associated with the cryptoeconomy include, but are not limited to, elevated legal and financial advisory fees, use of significant resources to monitor and maintain compliance with applicable laws and regulations, as well as elevated and unpredictable costs of custody, transactions, insurance and theft. Other material risks specific to this industry include a lack of adoption or acceptance of digital assets and blockchain technology, the volatile prices of digital assets, exposure to malicious actors and platform vulnerabilities, and uncertainties in the tax and accounting treatment of digital assets, among others.
Key Indicators of Performance and Financial Condition
The Company uses a variety of operating and financial metrics, including a non‑U.S. GAAP (“non‑GAAP”) financial measure, to evaluate the performance of its business and assess its financial condition. Key financial metrics include total revenue, net income (loss), and Adjusted EBITDA. Key operating metrics include average assets under management (“AUM”), assets under administration ("AUA"), and transaction volume, as defined below.
Average Assets Under Management
AUM serves as a critical indicator of Securitize’s operational scale and market traction. As a measure of the total value of digital securities and tokenized assets managed across its platform, AUM reflects both investor confidence and the platform’s ability to attract and retain high-quality issuers. The following table highlights Securitize’s AUM growth over time, offering insight into its expanding footprint in the digital asset ecosystem and its effectiveness in delivering compliant, blockchain-based investment solutions:
| Average AUM | |||||
| During the three months ended June 30, 2026 | $ | 4,255,841,108 | |||
| During the six months ended June 30, 2026 | $ | 3,714,783,636 | |||
| During the three months ended June 30, 2025 | $ | 3,667,080,129 | |||
| During the six months ended June 30, 2025 | $ | 2,675,968,197 | |||
Average AUM for the three months ended June 30, 2026 increased by approximately $0.6 billion, or 16.1%, to $4.3 billion, from $3.7 billion for the three months ended June 30, 2025. Average AUM for the six months ended June 30, 2026 increased by approximately $1.0 billion, or 38.8%, to $3.7 billion, from $2.7 billion for the six months ended June 30, 2025. The increase in average AUM was primarily driven by significant growth in tokenized fund issuances, expansion of institutional partnerships, and increased adoption of tokenized real-world assets on the Securitize platform.
Assets Under Administration
Assets under administration ('AUA') represents the aggregate value of assets for which the Company provides fund administration services, including subscription and redemption processing, recordkeeping, and related fund servicing functions, as of the measurement date. As of June 30, 2026, AUA was $24.3 billion, administered across 663 funds for over 150 clients.
Transaction Volume
Transaction volume represents the aggregate volume of investments, redemptions, dividends, and cross-chain movements of assets issued on the Securitize platform during the period. Transaction volume for the three months ended June 30, 2026 was $5.3 billion, an increase of $3.1 billion compared to $2.2 billion for the three months ended June 30, 2025. The increase was primarily driven by subscription and redemption activity in BUIDL and BUIDL-I, alongside a new $250 million subscription into STAC from a number of institutional stablecoin reserve accounts.
Significant Transactions
Business Combination
On July 1, 2026, the Company completed its Business Combination with Cantor Equity Partners II, Inc. ("CEPT"), with both entities becoming wholly owned subsidiaries of Securitize Corp. ("PubCo"), which began trading on the New York Stock Exchange under the ticker symbol "SECZ" on July 2, 2026. The transaction generated aggregate proceeds of approximately $375 million, including approximately $198 million from a concurrent PIPE financing. The Company incurred approximately $60 million in transaction costs and the Business Combination has been accounted for as a reverse recapitalization, with Securitize treated as the accounting acquirer and the transaction treated as the equivalent of Securitize issuing shares for the net assets of CEPT, with no goodwill or intangible assets recorded. Refer to Note 20, Subsequent Events, of the condensed consolidated financial statements for further details.
In connection with becoming a public company, we expect to hire additional personnel and to implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, hiring of new personnel and fees to
outside consultants, and costs related to implementation of an appropriate internal control framework, insurance, and investor relations.
MG Stover Acquisition
On April 15, 2025, the Company completed the acquisition of all outstanding equity interests of MG Stover LLC (“MG Stover” or "MG Stover & Co."), a leading fund administrator for digital assets. As a result, MG Stover’s operating results have been consolidated into the Company’s financial statements effective from the acquisition date. The total purchase consideration was $21.1 million, net of cash acquired. No equity was issued as part of the transaction.
Acquired intangible assets include customer relationships valued at approximately $9.4 million, which were fair valued using a discounted cash flow method based on company projections and Level 3 inputs. The trademark and non-compete agreements were determined to have de minimis values due to immediate rebranding and retention of key personnel. Goodwill of approximately $13.0 million represents expected synergies, expanded service capabilities, and the excess of purchase price over the fair value of net assets acquired.
Convertible Promissory Notes Payable Issuance
During the years ended December 31, 2025 and 2024, the Company issued convertible promissory notes ("the Convertible Notes") to various investors for proceeds. The total principal outstanding was $79.9 million as of June 30, 2026 and December 31, 2025, and $49.9 million as of December 31, 2024. The Convertible Notes are senior to other secured indebtedness and carry a 5% annual interest rate. The interest on the notes issued during the year ended December 31, 2025 is compounding until either full repayment or conversion, and the interest on the notes issued during the year ended December 31, 2024 is simple interest. The Convertible Notes mature 36 months from issuance. On July 1, 2026, all outstanding convertible promissory notes and simple agreements for future equity were converted into shares of the Company's common stock and then exchanged into PubCo common stock. Refer to Note 20, Subsequent Events, for further details.
Lending and Collateralization Arrangements Involving Tokens
During the fourth quarter of 2024 and the year ended December 31, 2025, the Company became party to lending arrangements, governed by various Master Loan and Security Agreement (MLSAs), with certain investors of tokenized funds (the “counterparties”). Under the MLSAs, we were subject to making advances to the counterparties in exchange for transferring certain tokens as collateral on the loans. These loans receivable bear an annual facilitation fee of approximately 2% which accrues until settled as a deduction from the collateral balance remitted back to the counterparties. The loans have no specified maturity date and are mutually callable. We simultaneously locked the tokens received as collateral in a smart contract with a decentralized finance network, and in exchange for the locked tokens (which are minted as “sTokens” to enhance composability with these networks and are recorded on the unaudited condensed consolidated balance sheet within ‘Restricted tokenized assets’ in the aggregate amounts of $1.7 million as of December 31, 2025) we obtain stablecoins or another form of collateralized digital assets. The digital assets received have historically either been held for investment or used for other purposes by the Company such as funding our outstanding ‘Digital assets loan receivable’ balance by immediately transferring the digital assets obtained back to the counterparties. As a result of the Company’s facilitation of these transactions through proof‑of‑concepts demonstrating how tokenized real‑world assets (RWAs) can interact with DeFi protocols to enable new institutional investment strategies—while concurrently advancing the ecosystem and
increasing the amount of tokenized assets and protocols available—the public release of these smart contracts has been successfully rolled out, allowing investors to access them independently as intended. Specifically, the Company’s facilitation of each transaction’s execution is no longer required, while the functionality still provides for the level of compliance necessary for the underlying RWAs and the applicable regulatory frameworks. Accordingly, during the final months of the year ended December 31, 2025 and during the six months ended June 30, 2026, the Company wound down all of these lending arrangements with counterparties and had no associated amounts remaining on the unaudited condensed consolidated balance sheets as of June 30, 2026.
See the notes to the unaudited condensed consolidated financial statements, Lending and Collateralization Arrangements Involving Tokens (Note 15), for additional details regarding our MLSAs.
Secondary transactions and exchange of Common stock for Series B-4 redeemable convertible preferred stock
During the three and six months ended June 30, 2025, certain former employees, co-founders, and related parties sold 653,911 shares of common stock, 95,203 shares of Series A redeemable convertible preferred stock, 4,649 shares of Series B-1 redeemable convertible preferred stock, and 64,399 shares of Series B-2 redeemable convertible preferred stock to new and existing investors at purchase prices in excess of the estimated fair value of the respective classes of stock at the time of the transaction (“2025 secondary transactions”). The Company waived its right of first refusal applicable to such shares. As a result of the common stock transactions, the Company recorded a total of $8.3 million in stock-based compensation expense for the excess of the purchase price paid by these investors over the fair value of shares sold. This amount is included in ‘Compensation and benefits’ expense on the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025. As a result of the preferred stock transactions, the Company recorded a deemed dividend in the amount of $1.5 million for the excess of the purchase price paid by these investors over the carrying value of the shares sold. In connection with certain of the 2025 secondary transactions, on March 4, 2025, a preferred stockholder exchanged 421,723 shares of common stock with the Company for 421,723 shares of Series B-4 redeemable convertible preferred stock. The fair value of the newly issued Series B-4 redeemable convertible preferred stock at the time of the exchange was $6.3 million. Upon completion of the Series B-4 redeemable convertible preferred stock exchange, the associated shares of common stock received in the exchange were retired.
The Company did not have any secondary transactions during the six months ended June 30, 2026.
Sale of Securitize for Advisors
On November 26, 2025, the Company finalized the sale of their Securitize For Advisors business, which was presented as discontinued operations in the consolidated financial statements as of and for the year ended December 31, 2025. The base consideration/sale price per the Agreement was $2,871,526.
Certain Components of Results of Operations
Revenue
Revenues are derived from tokenization of funds and RWAs in addition to the integration of blockchain protocols to optimize fund processes, as well as distribution fees from certain products. Revenues are also derived from asset services which include an SEC-registered transfer agent focused on providing a comprehensive suite of service, in addition to fund administrative services.
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)
Cost of revenue consists of direct costs incurred to provide services to the Company’s customers. These costs primarily include direct labor cost, which include salaries, wages, and benefits for employees directly involved in the servicing of customers for the Company’s Tokenization and Asset Servicing offerings, including certain blockchain and protocol engineers as well as fund administrators, among others. Other costs of revenues include contractor costs, security and identity verification costs, legal fees, software subscription costs, and certain other costs incurred as a direct result of customer transactions. These costs do not include depreciation, amortization, and the allocation of any rent or utilities.
Selling, general & administrative
Selling, general & administrative expenses include non‑personnel operating costs such as professional and consulting fees, legal and accounting services, recruiting costs, facilities and office expenses, travel and entertainment, software costs not related to providing or supporting services to customers, equipment costs, insurance, regulatory and licensing fees, depreciation and amortization, and other general corporate expenses that are not directly attributable to cost of revenues, product and development, or sales and marketing activities.
Compensation and benefits
Compensation and benefits consist of base compensation for employees and contractors, incentive and equity compensation tied to performance and retention, and payroll related taxes, benefits, and other employee related costs.
Provision for expected credit losses
Provision for expected credit losses consists of changes to our provision on our trade accounts receivable balances.
Loss on digital assets from operations, net
Loss on digital assets from operations, net reflect changes in the fair value of digital assets held by the Company that are recognized in earnings as a result of market price fluctuations and the Company’s level of digital asset holdings.
Other income (expense):
Other income (expense), net consists of non-operating income and expenses not directly related to our core operations. This includes income (expense) from yield earned on the Company’s tokenized assets for which it has control, interest expense, interest income, dividend income, gain (loss) on digital assets held for investment, net, change in fair value of certain options, SAFEs, and derivative liabilities.
Provision for income taxes
Provision from income taxes includes income taxes related to foreign jurisdictions and U.S. federal and state income taxes. As we conduct business activities internationally, any changes in the U.S. and foreign taxation of such activities may affect our overall provision for income taxes in the future.
Net loss from discontinued operations
Loss from discontinued operations includes financial activity related to the Securitize for Advisors reporting unit, which was sold in the fourth quarter of 2025 and presented as discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025.
Other comprehensive income (loss)
Other comprehensive income (loss) consists of our foreign currency translation adjustment from our operations in Japan, Europe, and Israel.
Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The following table summarizes the results of operations for the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Revenue | $14,435,845 | $15,262,176 | $(826,331) | (5)% | ||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 3,981,122 | 3,532,624 | 448,498 | 13% | ||||||||||||||||||||||
| Selling, general & administrative | 8,217,259 | 3,523,906 | 4,693,353 | 133% | ||||||||||||||||||||||
| Compensation and benefits | 10,547,883 | 8,031,538 | 2,516,345 | 31% | ||||||||||||||||||||||
| Provision for expected credit losses | 1,315,134 | 111,885 | 1,203,249 | 1,075% | ||||||||||||||||||||||
| Loss on digital assets from operations, net | 82,705 | 259,910 | (177,205) | (68)% | ||||||||||||||||||||||
| Total operating costs and expenses | 24,144,103 | 15,459,863 | 8,684,240 | 56% | ||||||||||||||||||||||
| Loss from operations | (9,708,258) | (197,687) | (9,510,571) | 4,811% | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense | (1,105,915) | (1,389,167) | 283,252 | (20)% | ||||||||||||||||||||||
| Interest income | 176,391 | 347,802 | (171,411) | (49)% | ||||||||||||||||||||||
| Dividend income | 87,581 | 43,313 | 44,268 | 102% | ||||||||||||||||||||||
| Loss on digital assets held for investment, net | (512,615) | — | (512,615) | n/m | ||||||||||||||||||||||
| Other income (expense), net | 1,145,805 | (148,833) | 1,294,638 | 870% | ||||||||||||||||||||||
| Change in fair value of option liability | (29,266,000) | (977,000) | (28,289,000) | (2,895)% | ||||||||||||||||||||||
| Change in fair value of simple agreements for future equity | (4,310,000) | (383,000) | (3,927,000) | (1,025)% | ||||||||||||||||||||||
| Change in fair value of derivative liability | 21,843,000 | (2,754,000) | 24,597,000 | 893% | ||||||||||||||||||||||
| Total other expense, net | (11,941,753) | (5,260,885) | (6,680,868) | 127% | ||||||||||||||||||||||
| Net loss from continuing operations before income taxes | (21,650,011) | (5,458,572) | (16,191,439) | 297% | ||||||||||||||||||||||
| Provision for income taxes | (39,191) | (80,216) | 41,025 | (51)% | ||||||||||||||||||||||
| Net loss from continuing operations | (21,689,202) | (5,538,788) | (16,150,414) | 292% | ||||||||||||||||||||||
| Net loss from discontinued operations | — | (607,515) | 607,515 | (100)% | ||||||||||||||||||||||
| Net loss | (21,689,202) | (6,146,303) | (15,542,899) | 253% | ||||||||||||||||||||||
Revenue
Revenue for the three months ended June 30, 2026 was $14.4 million, a decrease of $0.9 million compared to $15.3 million for the three months ended June 30, 2025, reflecting lower tokenization revenue, partially offset by higher asset servicing revenue.
Tokenization revenue for the three months ended June 30, 2026 was $7.8 million, a decrease of $1.1 million compared to $8.9 million for the three months ended June 30, 2025. The decrease was primarily attributable to lower revenue from fewer on-chain integrations completed during the current year period as compared to the prior year period.
Asset servicing revenue for the three months ended June 30, 2026 was $6.6 million, an increase of $0.2 million compared to $6.4 million for the three months ended June 30, 2025, primarily attributable to growth in the underlying business.
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)
Cost of revenue for the three months ended June 30, 2026 was $4.0 million, an increase of $0.5 million compared to $3.5 million for the three months ended June 30, 2025. The increase was primarily due to increased headcount of revenue-generating personnel and higher software & systems expenses, mainly associated with the acquisition of MG Stover.
Cost of revenue as a percentage of revenue was 27.6% for the three months ended June 30, 2026, compared to 23.1% for the three months ended June 30, 2025. This increase was largely attributable to the acquisition of MG Stover.
Selling, general & administrative
Selling, general & administrative expenses for the three months ended June 30, 2026 were $8.2 million, an increase of $4.7 million compared to $3.5 million for the three months ended June 30, 2025. The increase was driven in part by higher consulting, professional, license fees, software & subscriptions expenses, and accounting fees of $3.0 million, including costs associated with public-company readiness efforts, a portion of which are non-recurring in nature. The remaining approximately $1.7 million increase was primarily driven by higher IT, conferences & industry event fees, and other marketing expenses, among others, some of which were driven by the acquisition of MG Stover.
Selling, general & administrative expenses represented approximately 56.9% of revenue for the three months ended June 30, 2026, compared to approximately 23.1% for the three months ended June 30, 2025. The increase as a percentage of revenue was primarily due to higher consulting, professional, and accounting fees, including investments in public company readiness, which outpaced revenue in the current-year period.
Compensation and benefits
Compensation and benefits expense for the three months ended June 30, 2026 was $10.5 million, an increase of $2.5 million compared to $8.0 million for the three months ended June 30, 2025. The increase was primarily driven by higher salaries, bonus, contractor, and benefits costs resulting from increased headcount, including at Securitize Fund Services associated with the acquisition of MG Stover and increased headcount as part of becoming a public company.
Compensation and benefits expense represented approximately 73.1% of revenue for the three months ended June 30, 2026, compared to approximately 52.6% for the three months ended June 30, 2025. The increase as a percentage of revenue was primarily driven by increased headcount, including personnel added through the acquisition of MG Stover and corporate hiring, while revenue was relatively flat in the current-year period.
Provision for expected credit losses
Provision for expected credit losses for the three months ended June 30, 2026 was $1.3 million, an increase of $1.2 million compared to $0.1 million for the three months ended June 30, 2025. The increase primarily reflected the write-off of a specific customer's accounts receivable balance.
Loss on digital assets from operations, net
Loss on digital assets from operations, net was a $0.1 million loss for the three months ended June 30, 2026, largely consistent with the $0.3 million loss for the three months ended June 30, 2025.
Other income (expense):
Interest expense
Interest expense was $1.1 million for the three months ended June 30, 2026, largely consistent with $1.4 million for the three months ended June 30, 2025. Any differences between the periods were primarily attributable to the finalization of interest accrued on our convertible notes in connection with the Business Combination.
Interest income
Interest income was $0.2 million for the three months ended June 30, 2026, a decrease of $0.1 million compared to $0.3 million for the three months ended June 30, 2025, remaining relatively flat year over year.
Dividend income
Dividend income was $0.1 million for the three months ended June 30, 2026, compared to less than $0.1 million for the three months ended June 30, 2025, remaining relatively flat year over year.
Loss on digital assets held for investment, net
Loss on digital assets held for investment, net, was $0.5 million for the three months ended June 30, 2026, with no such losses incurred during the three months ended June 30, 2025. The loss reflects the decrease in value of the Company's digital asset holdings during the current period, consistent with broader market price declines, particularly among alternative coins ("altcoins") in which the Company is invested. The Company did not hold any digital assets for investment during the three months ended June 30, 2025, and therefore no gain or loss was recognized in that period.
Other income (expense), net
Other income, net was $1.1 million for the three months ended June 30, 2026, compared to a nominal net expense of $0.1 million for the three months ended June 30, 2025, a fluctuation of $1.2 million. The change was primarily driven by unrealized gains on the Company's investment portfolio during the current-year period.
Change in fair value of simple agreements for future equity
The change in the fair value of simple agreements for future equity resulted in a $4.3 million loss for the three months ended June 30, 2026, representing an increase of $3.9 million compared to a $0.4 million loss for the same period in 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.
Change in fair value of derivative liability
The change in the fair value of the derivative liability resulted in a $21.8 million gain for the three months ended June 30, 2026, representing a $24.6 million change compared to an unrealized loss of $2.8 million for the same period in 2025. The current period gain was primarily driven by the 2024 Convertible Notes, as the increase in the estimated fair value of our common stock in anticipation of the Business Combination resulted in holders being expected to convert at the fixed conversion price, which effectively extinguished the value of the associated derivative. The remaining balance relates to the 2025 Convertible Notes, which continued to carry some fair value given that holders were expected to convert at a discounted price.
Change in fair value of option liability
The change in the fair value of the option liability for the three months ended June 30, 2026 resulted in a $29.3 million loss, representing a $28.3 million increase in the loss compared to a $1.0 million loss for the same period in 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.
Provision for income taxes
The provision for income taxes for the three months ended June 30, 2026 was de minimis, compared to a provision of $0.1 million for the three months ended June 30, 2025. The income tax provision for both periods primarily relates to the portion of tax-deductible goodwill that increases our deferred tax liabilities which is not fully offset by our deferred tax assets related to new operating losses due to limitations on net operating loss utilization.
Net loss from discontinued operations
There were no losses from discontinued operations for the three months ended June 30, 2026, compared to a loss of $0.6 million for the three months ended June 30, 2025. The Company sold its discontinued operations, the Securitize for Advisors reporting unit, in the fourth quarter of 2025; accordingly, there were no operations or results from this business in the current period.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The following table summarizes the results of operations for the periods indicated:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Revenue | $33,914,311 | $29,296,195 | $4,618,116 | 16% | ||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 8,451,012 | 5,279,281 | 3,171,731 | 60% | ||||||||||||||||||||||
| Selling, general & administrative | 15,955,352 | 6,845,087 | 9,110,265 | 133% | ||||||||||||||||||||||
| Compensation and benefits | 19,648,481 | 20,005,074 | (356,593) | (2)% | ||||||||||||||||||||||
| Provision for expected credit losses | 1,600,587 | 186,273 | 1,414,314 | 759% | ||||||||||||||||||||||
| Loss on digital assets from operations, net | 369,297 | 1,110,570 | (741,273) | (67)% | ||||||||||||||||||||||
| Total operating costs and expenses | 46,024,729 | 33,426,285 | 12,598,444 | 38% | ||||||||||||||||||||||
| Loss from operations | (12,110,418) | (4,130,090) | (7,980,328) | 193% | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense | (3,374,490) | (2,840,058) | (534,432) | 19% | ||||||||||||||||||||||
| Interest income | 413,505 | 515,293 | (101,788) | (20)% | ||||||||||||||||||||||
| Dividend income | 241,033 | 85,147 | 155,886 | 183% | ||||||||||||||||||||||
| Loss on digital assets held for investment, net | (1,433,082) | — | (1,433,082) | n/m | ||||||||||||||||||||||
| Other income (expense), net | 1,735,797 | 431,677 | 1,304,120 | 302% | ||||||||||||||||||||||
| Change in fair value of option liability | (29,176,000) | (487,000) | (28,689,000) | (5,891)% | ||||||||||||||||||||||
| Change in fair value of simple agreements for future equity | (5,678,000) | (449,000) | (5,229,000) | (1,165)% | ||||||||||||||||||||||
| Change in fair value of derivative liability | 19,842,000 | (3,044,000) | 22,886,000 | 752% | ||||||||||||||||||||||
| Total other expense, net | (17,429,237) | (5,787,941) | (11,641,296) | 201% | ||||||||||||||||||||||
| Net loss from continuing operations before income taxes | (29,539,655) | (9,918,031) | (19,621,624) | 198% | ||||||||||||||||||||||
| Provision for income taxes | (82,199) | (162,275) | 80,076 | (49)% | ||||||||||||||||||||||
| Net loss from continuing operations | (29,621,854) | (10,080,306) | (19,541,548) | 194% | ||||||||||||||||||||||
| Net loss from discontinued operations | — | (1,190,854) | 1,190,854 | (100)% | ||||||||||||||||||||||
| Net loss | $(29,621,854) | $(11,271,160) | $(18,350,694) | 163% | ||||||||||||||||||||||
Revenue
Revenue for the six months ended June 30, 2026 was $33.9 million, an increase of $4.6 million compared to $29.3 million for the six months ended June 30, 2025. The increase was primarily driven by growth in asset servicing revenue of $5.7 million, principally from the acquisition of MG Stover in April 2025, partially offset by lower tokenization revenue of $1.1 million, mainly on-chain integration revenue.
Tokenization revenue for the six months ended June 30, 2026 was $19.0 million, a decrease of $1.1 million compared to $20.1 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower revenue from fewer on-chain integrations completed during the current year period as compared to the prior year period. The decline in integration-related revenue was partially offset by recurring revenue generated from ongoing platform support and other tokenization services.
Asset servicing revenue for the six months ended June 30, 2026 was $14.9 million, an increase of $5.7 million compared to $9.2 million for the six months ended June 30, 2025. The increase was primarily driven by the
acquisition of MG Stover on April 15, 2025, which expanded the Company's fund administration and related asset servicing capabilities and contributed additional revenue during the six months ended June 30, 2026.
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)
Cost of revenue for the six months ended June 30, 2026 was $8.5 million, an increase of $3.2 million compared to $5.3 million for the six months ended June 30, 2025. The increase was primarily due to the acquisition of MG Stover, which contributed substantially all of the increase through $2.0 million of higher headcount of revenue-generating personnel and $1.2 million primarily of higher software & systems expenses.
Cost of revenue as a percentage of revenue was 24.9% for the six months ended June 30, 2026, compared to 18.0% for the six months ended June 30, 2025. This increase was largely attributable to the acquisition of MG Stover.
Selling, general & administrative
Selling, general & administrative expenses for the six months ended June 30, 2026 were $16.0 million, an increase of $9.2 million compared to $6.8 million for the six months ended June 30, 2025. The increase was driven in part by higher consulting, professional, and accounting fees of $3.9 million, including costs associated with public-company readiness efforts, a portion of which are non-recurring in nature. The increase was also attributable to additional operating costs, including $1.0 million of higher software-related subscription costs and an increase of approximately $4.3 million relating to advertising, conferences, recruiting, licenses, regulatory dues, and depreciation, among others, some of which resulted from the acquisition of MG Stover.
Selling, general & administrative expenses represented approximately 47.0% of revenue for the six months ended June 30, 2026, compared to approximately 23.4% for the six months ended June 30, 2025. The increase as a percentage of revenue was primarily due to higher consulting, professional, and accounting fees, including investments in public-company readiness, which outpaced revenue growth in the current-year period.
Compensation and benefits
Compensation and benefits expense for the six months ended June 30, 2026 was $19.6 million, a decrease of $0.4 million compared to $20.0 million for the six months ended June 30, 2025. This decrease was largely driven by $7.7 million of lower stock-based compensation expense incurred during the current year which is attributable to non-recurring secondary transactions during the prior-year period, and for which there were no comparable transactions in the current period. The decrease was largely offset by $7.3 million of higher salaries & wages, bonus, contractor, and benefits costs, partly driven by the acquisition of MG Stover, as well as generally increased headcount across the business associated with becoming a public company, including at Corporate and the Company's SEC-registered broker dealer.
Compensation and benefits expense represented approximately 57.9% of revenue for the six months ended June 30, 2026, compared to approximately 68.3% for the six months ended June 30, 2025. This decrease as a percentage of revenue was driven by significant revenue growth during the current-year period, which outpaced the increase in compensation and benefits costs, together with lower stock-based compensation expense.
Provision for expected credit losses
Provision for expected credit losses for the six months ended June 30, 2026 was $1.6 million, an increase of $1.4 million compared to $0.2 million for the six months ended June 30, 2025. The increase primarily reflected the write-off of a specific customer's accounts receivable balance.
Loss on digital assets from operations, net
Loss on digital assets from operations, net, was $0.4 million for the six months ended June 30, 2026, a decrease of $0.7 million compared to a $1.1 million loss for the six months ended June 30, 2025. The year-over-year decrease was primarily attributable to a lower volume of digital assets from operations in the current period, as a greater portion of the Company's digital assets are now classified as held for investment.
Other income (expense):
Interest expense
Interest expense was $3.4 million for the six months ended June 30, 2026, an increase of approximately $0.6 million compared to $2.8 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase in the average outstanding balance of our interest-bearing convertible notes during the six months ended June 30, 2026 as compared to the same period last year, driven by the convertible promissory notes issued in September and October 2025.
Interest income
Interest income was $0.4 million for the six months ended June 30, 2026, a decrease of approximately $0.1 million compared to $0.5 million for the six months ended June 30, 2025, remaining relatively flat year over year.
Dividend income
Dividend income was $0.2 million for the six months ended June 30, 2026, an increase of $0.1 million compared to $0.1 million for the six months ended June 30, 2025. The increase resulted from a higher average balance of dividend-bearing investments held during the six months ended June 30, 2026.
Loss on digital assets held for investment, net
Loss on digital assets held for investment, net, was $1.4 million for the six months ended June 30, 2026, with no such losses incurred during the six months ended June 30, 2025. The loss reflects the decrease in value of the Company's digital asset holdings during the current period, consistent with broader market price declines, particularly among alternative coins ("altcoins") in which the Company is invested. The Company did not hold any digital assets for investment during the six months ended June 30, 2025, and therefore no gain or loss was recognized in that period.
Other income (expense), net
Other income, net was $1.7 million for the six months ended June 30, 2026, compared to other income, net of $0.4 million for the six months ended June 30, 2025, representing a net change of $1.3 million year over year. The change was primarily attributable to realized and unrealized gains on certain tokenized investments and other assets held by the Company during the six months ended June 30, 2026.
Change in fair value of simple agreements for future equity
The change in the fair value of simple agreements for future equity resulted in a $5.7 million loss for the six months ended June 30, 2026, representing an increase of $5.3 million compared to a $0.4 million loss for the same period in 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination transaction, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.
Change in fair value of derivative liability
The change in fair value of the derivative liability resulted in an unrealized gain of $19.8 million for the six months ended June 30, 2026, reflecting a $22.8 million fluctuation from the unrealized loss of $3.0 million for the six months ended June 30, 2025. The current period gain was primarily driven by the 2024 Convertible Notes, as the increase in the estimated fair value of our common stock in anticipation of the Business Combination resulted in holders being expected to convert at the fixed conversion price, which effectively extinguished the value of the associated derivative. The remaining balance relates to the 2025 Convertible Notes, which continued to carry some fair value given that holders were expected to convert at a discounted price.
Change in fair value of option liability
The change in fair value of option liability for the six months ended June 30, 2026 was a $29.2 million loss, an increase of $28.7 million compared to a $0.5 million loss for the six months ended June 30, 2025. The change was primarily driven by an increase in the Company's underlying stock price, a higher probability of completing its Business Combination, the closer proximity to the merger close date of July 1, 2026, and the finalization of the number of shares to be issued based on the Company's final capitalization immediately prior to the merger close date.
Provision for income taxes
The provision for income taxes for the six months ended June 30, 2026 was less than $0.1 million, compared to less than $0.2 million for the six months ended June 30, 2025. The income tax provision for both periods primarily relates to the portion of tax-deductible goodwill that increases our deferred tax liabilities which is not fully offset by our deferred tax assets related to new operating losses due to limitations on net operating loss utilization.
Net loss from discontinued operations
There was no loss from discontinued operations for the six months ended June 30, 2026, compared to a loss of $1.2 million for the six months ended June 30, 2025. The Company sold its discontinued operations, the
Securitize for Advisors reporting unit, in the fourth quarter of 2025; accordingly, there were no operations or results from this business in the current-year period.
Non-GAAP Financial Measures
Adjusted EBITDA
To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this Form 8-K/A and Form S-1 the measure of Adjusted EBITDA, a non-GAAP financial measure that we calculate as Net loss from continuing operations excluding: Depreciation and amortization expense, Provision for expected credit losses, Share-based compensation expense, Provision for income taxes, Interest income, Interest expense, Dividend income, Loss on digital assets held for investment, net, Other income (expense), net, Change in fair value of simple agreements for future equity, embedded derivatives, and option liability, Acquisition related transaction costs, and Professional fees and other one‑time public company readiness costs. We have provided a reconciliation below of Adjusted EBITDA to Net loss from continuing operations, the most directly comparable GAAP financial measure.
We present Adjusted EBITDA because it facilitates external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures or operating histories. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results.
We believe it is useful to exclude non-cash charges, such as Depreciation and amortization and Share-based compensation expense, from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude Provision for income taxes, Interest income, Interest expense, and other non-routine items as these items are not components of our core business operations.
Adjusted EBITDA has limitations as a financial measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditures;
•Adjusted EBITDA does not reflect share-based compensation and related taxes. Share-based compensation expense has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital;
•Adjusted EBITDA excludes one-time non-routine items; and
•Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss), and our other GAAP results.
The following tables reconcile Adjusted EBITDA to Net loss from continuing operations, the most closely comparable GAAP financial measure for the periods presented:
| Three Months Ended June 30, | ||||||||
| (Unaudited) | 2026 | 2025 | ||||||
| Net loss from continuing operations | $ | (21,689,202) | $ | (5,538,788) | ||||
| Add back: | ||||||||
| Depreciation and amortization | 517,497 | 600,919 | ||||||
| Provision for expected credit losses | 1,315,134 | 111,885 | ||||||
| Share-based compensation expense | 537,186 | 1,246,979 | ||||||
| Provision for income taxes | 39,191 | 80,216 | ||||||
| Interest income | (176,391) | (347,802) | ||||||
| Interest expense | 1,105,915 | 1,389,167 | ||||||
| Dividend income | (87,581) | (43,313) | ||||||
| Loss on digital assets held for investment, net | 512,615 | — | ||||||
| Other income (expense), net | (1,145,805) | 148,833 | ||||||
| Change in fair value of simple agreements for future equity, embedded derivatives, and option liability | 11,733,000 | 4,114,000 | ||||||
| Acquisition related transaction costs | — | 43,931 | ||||||
| Professional fees and other one‑time public company readiness costs | 1,879,717 | — | ||||||
| Adjusted EBITDA | $ | (5,458,724) | $ | 1,806,027 | ||||
| Six Months Ended June 30, | ||||||||
| (Unaudited) | 2026 | 2025 | ||||||
| Net loss from continuing operations | $ | (29,621,854) | $ | (10,080,306) | ||||
| Add back: | ||||||||
| Depreciation and amortization | 1,105,431 | 914,333 | ||||||
| Provision for expected credit losses | 1,600,587 | 186,273 | ||||||
| Share-based compensation expense | 1,373,774 | 8,677,983 | ||||||
| Provision for income taxes | 82,199 | 162,275 | ||||||
| Interest income | (413,505) | (515,293) | ||||||
| Interest expense | 3,374,490 | 2,840,058 | ||||||
| Dividend income | (241,033) | (85,147) | ||||||
| Loss on digital assets held for investment, net | 1,433,082 | — | ||||||
| Other income (expense), net | (1,735,797) | (431,677) | ||||||
| Change in fair value of simple agreements for future equity, embedded derivatives, and option liability | 15,012,000 | 3,980,000 | ||||||
| Acquisition related transaction costs | — | 290,000 | ||||||
| Professional fees and other one‑time public company readiness costs | 3,403,127 | — | ||||||
| Adjusted EBITDA | $ | (4,627,499) | $ | 5,938,499 | ||||
Liquidity and Capital Resources
We have experienced recurring net losses and negative cash flows from operations from inception through December 31, 2025. The Company is in a net loss position for the six months ended June 30, 2026 with a net loss of $29.6 million. The Company has an accumulated deficit of approximately $195.1 million at June 30, 2026. Historically, we have primarily relied on raising capital through debt and equity financings to support our operations.
As of June 30, 2026, we had total liquidity sources consisting of cash and cash equivalents of $33.6 million. As of December 31, 2025 we had cash and cash equivalents of $24.9 million. Subsequent to June 30, 2026, upon consummation of the Business Combination, the combined company received aggregate proceeds of approximately $375 million (net of redemptions and prior to the deduction of transaction and other closing costs), consisting of proceeds released from CEPT's trust account and proceeds from the concurrent PIPE financing. In connection with the Business Combination, the Company incurred estimated transaction and other closing costs of approximately $60 million. See Note 20 — Subsequent Events to our unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 and 2025 included in this filing for additional information. We believe our operating cash flows, together with our total liquidity sources on hand, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this filing. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future as we continue to invest in the expansion of our products and services.
Cash Flows For the Six Months Ended June 30, 2026 and 2025
Cash flows from operating, investing and financing activities, as reflected in the accompanying consolidated statements of cash flow, are summarized in the following table:
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash flows used in operating activities | $ | (13,731,531) | $ | (10,968,560) | ||||||||||
| Net cash flows provided by (used in) investing activities | 2,967,515 | (1,706,815) | ||||||||||||
| Net cash flows provided by financing activities | 19,369,419 | 992,248 | ||||||||||||
| Effect of exchange rate changes on cash | 122,285 | 333,287 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 8,727,688 | $ | (11,349,840) | ||||||||||
Operating Activities
Net cash used in operating activities was $13.7 million for the six months ended June 30, 2026, compared to net cash used in operating activities of $11.0 million for the six months ended June 30, 2025, representing an increase in cash used of $2.7 million. Our largest source of cash provided by operating activities are revenues generated from Tokenization and Asset Servicing. Our primary uses of cash in operating activities include payments to employees for compensation, professional services, and other operating costs such as software subscriptions, insurance, and marketing, among others.
Although the net losses generated during the period increased by $18.4 million, these were largely offset by an increase of $5.7 million in the non-cash adjustments to reconcile net loss to net cash used in operating activities during the same period, in addition to changes in the Company's working capital which is further described below.
The increases to the non-cash adjustments to reconcile net loss to net cash used in operating activities primarily consisted of higher losses on fair value adjustments related to digital assets of $0.7 million, and the aggregate changes in the fair values of simple agreements for future equity, embedded derivatives, and the option liability increasing by a total of $11.0 million. These increases to the non-cash adjustments for reconciling net loss to net operating cash flows were also partially offset by lower share-based compensation expenses that reduced net operating cash flows by $7.3 million.
Changes in working capital also contributed to the change in cash flows used in operating activities, resulting in $10.7 million of additional operating cash inflows versus prior year. The primary fluctuations in working capital accounts that resulted in less cash used in operating activities are the result of cash flow management whereby the change in accrued expenses and other current liabilities increased by $6.0 million relative to the prior period. Additionally, changes in the Company’s working capital accounts that represent amounts not settled in cash, including digital assets receivable (reflecting an unconditional right to receive digital assets in the future) and digital assets received as consideration from operations resulted in an increase of $7.2 million of operating cash flows relative to the prior period.
Net cash used in operating activities from discontinued operations decreased by $0.4 million for the six months ended June 30, 2026, because the Company disposed of the discontinued operation during the year ended December 31, 2025. There were no cash flows related to investing or financing activities from discontinued operations during either of the periods presented.
Investing Activities
Net cash provided by investing activities was $3.0 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $1.7 million for the six months ended June 30, 2025, representing a change of $4.7 million. For the six months ended June 30, 2026, the primary source of investing cash was $5.1 million in proceeds from redemptions of tokenized assets held for investment and $1.2 million in proceeds from sales and redemptions of available-for-sale marketable securities, as well as $0.7 million in partial repayments received on notes receivable from related parties. These inflows were partially offset by $2.8 million in originations of and disbursements for notes receivable to related parties, $0.6 in purchases of investments in available-for-sale marketable securities, and $0.6 million in purchases of equipment and other long-lived assets.
For the six months ended June 30, 2025, the primary use of cash was the $21.1 million acquisition of MG Stover, net of cash acquired. This outflow was substantially offset by $22.0 million in proceeds from participation in and closing positions in DeFi activities. Additional uses of cash included $1.8 million in investment activities in DeFi involving the use of cash equivalents, $0.6 million in purchases of tokenized assets for investment, and $0.6 million in net originations of notes receivable to related parties, consisting of $0.8 million in originations partially offset by $0.2 million in partial repayments received. These outflows were partially offset by $0.9 million in proceeds from sales and redemptions of available-for-sale marketable securities, while $0.5 million in purchases of additional available-for-sale marketable securities represented an additional use of cash.
Financing Activities
Net cash provided by financing activities was $19.4 million for the six months ended June 30, 2026, compared to $1.0 million for the six months ended June 30, 2025.
For the six months ended June 30, 2026, cash provided by financing activities was primarily driven by $20.0 million in proceeds received from a lead investor in connection with the exercise of a preferred stock option, recorded as an option prepayment liability as of June 30, 2026 as the related shares had not yet been issued. Additionally, the Company received $0.8 million in proceeds from the exercise of stock options. These inflows were partially offset by $1.5 million in payments of deferred offering costs incurred in connection with the Business Combination with Cantor Equity Partners II, Inc.
For the six months ended June 30, 2025, cash provided by financing activities consisted of $0.9 million in proceeds from the issuance of a note payable to a related party and less than $0.1 million in proceeds from the exercise of stock options.
Debt
Simple Agreements for Future Equity
During 2021, we secured proceeds of $4.8 million in connection with the execution of SAFEs with investors. Upon the closing of an equity financing of at least $50,000,000, as defined in the agreements, the SAFEs will automatically convert into shares of preferred stock, equal to the SAFE purchase amount divided by the purchase price in the equity financing. If there is a liquidity event, defined as a change of control or an initial public offering, the SAFE holders will be entitled to receive a portion of the proceeds equal to the greater of the SAFE purchase amount or the amount payable on the number of shares of common stock equal to the purchase amount divided by the liquidity price, as defined in the agreements. There were no additional SAFEs executed during the three and six months ended June 30, 2026 or 2025. In October and November of 2025 the SAFEs were amended to provide that they will automatically convert into shares of preferred stock concurrently with the closing of the Business Combination. Subsequently, on July 1, 2026, the SAFEs converted into shares of the Company's common stock in connection with the closing of the Business Combination.
Hamilton Lane SF6
During 2024, the Company was provided $6.0 million from investors which is to be transferred to the Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd upon certain capital calls. The Company is required to fund Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd via these capital calls with the funds provided by the investors, and the entire amount is due and payable in full no later than five years from the date of the respective advance. This obligation bears 0% interest and as of December 31, 2024, the outstanding balance under the obligation was $2.5 million, which was fully settled by the Company during the year ended December 31, 2025 through transferring funds to the Hamilton Lane SF6 — Securitize Tokenized Feeder Fund, Ltd. As such, as of December 31, 2025 there was no outstanding payable balance.
Line of Credit
We maintain a margin credit line with UBS Financial Services Inc., secured by our investment portfolio held at UBS. The borrowing capacity under this arrangement is not a fixed commitment but rather is determined based on a percentage of the market value of eligible collateral in the UBS investment account. As such, the total amount available to borrow fluctuates with changes in the value of the underlying investments. Borrowings under the margin line bear interest at a variable rate based on the One-Month SOFR plus 65 basis points (4.28% at June 30, 2026 and 4.44% at December 31, 2025). The total commitment availability on the line of credit is limited to the amount of capital invested with UBS at a given time, which amounted to $0.6 million at both June 30, 2026 and
December 31, 2025. There were no borrowings on the line of credit during the six months ended June 30, 2026 nor during the year ended December 31, 2025.
Convertible Promissory Notes Payable
During the years ended December 31, 2025 and 2024, we entered into note purchase agreements with certain investors, pursuant to which we issued convertible promissory notes for an aggregate principal amount of approximately $30.0 million (the “2025 Notes”) and $49.9 million (the “2024 Notes”), respectively. The notes accrue interest at 5% per annum, provided that, upon the occurrence and during the continuance of certain Events of Default (as defined in the note purchase agreements), interest will accrue daily at rate of 15% per annum. The notes mature 36 months from issuance. They include multiple conversion triggers: (1) Non-Qualified Financing, (2) Qualified Financing (3) Change of Control, and (4) Maturity Date, and the 2025 Notes includes a (5) Business Combination Transaction trigger. The notes are expected to automatically convert into shares of Securitize Preferred Stock concurrently with the closing of the Transactions (and, pursuant to the Business Combination Agreement, will be converted into shares of Securitize Common Stock and then exchanged for shares of PubCo Common Stock).
1.Non-Qualified Financing: In the event of a smaller financing or Qualified IPO, investors may elect to convert their notes into the same securities issued in that round, at the same price per share paid by investors in the non-Qualified Financing.
2.Qualified Financing - A bona fide equity financing (or series) with third‑party lead investors, excluding any conversions of this Note or other convertible securities, with the per‑share price determined without giving effect to the Notes.
3.Change of Control: Upon a change in control event, the investor is entitled to repayment of the full outstanding balance of principal and accrued unpaid interest.
4.Maturity: For the 2024 Notes, if not converted earlier, the notes will convert at maturity into newly authorized Series B-5 Senior Preferred Stock, with a 1.0x non-participating senior liquidation preference, at a conversion price equal to 75% of the most recently issued preferred equity price. The 2025 Notes do not convert upon maturity but rather are to be paid in cash.
5.SPAC Transaction: For the 2025 Notes, in the event of a SPAC Transaction, the investors outstanding principal and any unpaid accrued interest shall automatically convert in whole without any further action by the investor into a number of shares of common stock of the surviving public company in such SPAC Transaction equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal.
NHTV Side Letter Option
In connection with the Series B‑1 preferred stock issuance, the Company had previously granted a lead investor an option to purchase up to $20,000,000 of preferred stock upon the occurrence of a qualifying event. On April 28, 2026, the investor delivered a conditional notice to exercise the option in full at an exercise price of $15.56 per share (subject to adjustment), representing 1,285,347 shares of the Company's Series option redeemable convertible preferred stock, subject to consummation of the SPAC Transaction. On June 25, 2026, the Company received aggregate cash proceeds of $20,000,000 from the investor in connection with the option exercise prepayment. Since the related preferred shares were not issued until July 1, 2026, the Company recorded the proceeds as an option prepayment liability in the accompanying condensed consolidated balance sheets as of June 30, 2026.
Contractual Obligations and Commitments
The following table presents a summary of our contractual obligations as of June 30, 2026:
| Payments Due by Period | |||||||||||||||||
| Total | Less than 1 year | 1 - 3 years | 3 - 5 years | After 5 years | |||||||||||||
Convertible promissory notes payable | $ | 79,915,000 | $ — | $ | 79,915,000 | $ — | $ — | ||||||||||
SAFEs(1) | 16,127,000 | — | — | — | — | ||||||||||||
NHTV Side Letter Option(2) | 40,566,000 | — | — | — | — | ||||||||||||
Total Contractual Obligations (3) | $ | 136,608,000 | $ | — | $ | 79,915,000 | $ | — | $ | — | |||||||
The following table presents a summary of our contractual obligations as of December 31, 2025:
| Payments Due by Period | |||||||||||||||||
| Total | Less than 1 year | 1 - 3 years | 3 - 5 years | After 5 years | |||||||||||||
| Convertible promissory notes payable | $ | 79,915,000 | $ | — | $ | 79,915,000 | $ | — | $ | — | |||||||
SAFEs(1) | 10,449,000 | — | — | — | — | ||||||||||||
NHTV Side Letter Option(2) | 11,390,000 | — | — | — | — | ||||||||||||
Total Contractual Obligations (3) | $ | 101,754,000 | $ | — | $ | 79,915,000 | $ | — | $ | — | |||||||
(1) The SAFEs will automatically convert into shares of preferred stock upon a qualified financing. Therefore, there is a contractual obligation to issue this preferred stock as of June 30, 2026 and December 31, 2025, however, there is no contractual cash payment to be included in this table. The fair value of the SAFEs as of June 30, 2026 and December 31, 2025 are included within this table in the Total column.
(2) The NHTV Side Letter Options can be exercised into shares of preferred stock upon the occurrence of a qualified capital raise, an IPO, or a deemed liquidation event. Therefore, there is a contractual obligation to issue this preferred stock as of June 30, 2026 and December 31, 2025, however, there is no contractual cash payment to be included in this table. The fair value of the NHTV Side Letter Option as of June 30, 2026 and December 31, 2025 is included within this table in the Total column.
(3) As disclosed in Note 20 of the unaudited condensed consolidated financial statements, in connection with the closing of the Business Combination on July 1, 2026, each convertible promissory note and each Simple Agreement for Future Equity was converted into shares of the Company's common stock. Additionally, pursuant to the NHTV Side Letter, the NHTV option was exercised for shares of the Company's preferred stock, which were automatically converted into shares of the Company's common stock immediately prior to the effective time of the Business Combination and thereafter exchanged for PubCo common stock.
Quantitative and Qualitative Disclosures about Market Risk
The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. Potential risks are discussed below.
Token Market Price Risk
Our digital assets will be measured using observed prices from active exchanges which could result in volatility in our financial results in future periods. Adjustments are recorded in net income through 'Loss on digital assets from operations, net’ and ‘Loss on digital assets held for investment, net’. Therefore, negative swings in the
market price of our digital assets could have a material impact on our earnings and on the carrying value of our digital assets.
Custodian Risk
Following the Transactions, PubCo will utilize third-party custodians, which we will select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our digital assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate.
Under the SEC Glossary definition of a crypto asset, meaning any digital representation of value that is recorded on a cryptographically secured distribution ledger, our crypto digital asset holdings consist primarily of (i) stablecoins, such as USDC (classified as a cash equivalent) and USDT, which we use for day-to-day operating activities, (ii) cryptocurrencies and digital tokens associated with protocols integrated into the digital securities protocol that are obtained in the ordinary course of our operations, including tokens such as Aptos (APT), Mantle (MNT), ZKsync (ZK), and Wormhole (W), (iii) tokenized assets, including regulated securities and other financial instruments such as BUIDL, VBILL, ACRED, and other tokenized RWA investments issued through the Company’s platform, and (iv) to a lesser extent, cryptocurrencies such as ETH, SOL, POL, and other similar digital assets that we hold primarily to pay blockchain transaction fees required to support our operations.
Digital assets held on trading platforms are subject to the operational control of the platform operators, and could potentially be lost or impaired due to fraud or negligence of the platform operators. The Company mitigates this risk by performing regular reviews of each digital asset trading platform on which it transacts, distributing its digital assets across multiple different trading platforms to reduce concentration risk, and holding assets in self-custody where appropriate.
We hold certain crypto assets as part of our corporate treasury through third-party custodians, including hosted custodial wallets offered by Coinbase and, to the extent applicable, OKX. In these arrangements, we do not control the private keys associated with the crypto assets and rely on the custodian’s operational controls to safeguard the assets. Because our treasury crypto assets may be held in omnibus or pooled custody structures rather than in individually segregated, on-chain wallets dedicated to us, we may face heightened risk in the event of a loss, operational failure, security incident, or a reconciliation shortfall at a custodian.
While Coinbase and OKX maintain certain insurance policies, such insurance, if any, is generally shared among all the third-party exchanges’ customers and is not specific to the Company. As a result, such coverage may be insufficient to fully protect the Company against losses. The Company does not believe that its digital assets held through these exchange accounts are materially insured. The Company’s treasury crypto assets held by third party custodians are not insured by the FDIC, SIPC, or any comparable governmental insurance program. Further, the Company acknowledges that the bankruptcy or insolvency of a third party custodian could adversely affect its ability to access or recover its treasury crypto assets.
The Company’s policy is to maintain the majority of its digital assets in self-custody using Fireblocks, Inc.'s (“Fireblocks”) MPC-based custody technology. Fireblocks provides the Company with a software-as-a-service platform for utilizing its MPC-based advanced cryptographic system for transaction authorization through
distributed threshold computations, such that a complete private key is never generated, reconstructed, or stored in any single location. This approach is intended to enhance security while retaining operational flexibility. Digital assets held with third-party custodians, such as Coinbase or OKX, are limited to amounts necessary to support short-term trading and liquidity needs. The selection of such custodians and the allocation of assets among them are determined based on the specific operational requirements and regulatory considerations of the subsidiary managing the funds. The Company periodically reviews its custody arrangements and asset allocations to ensure alignment with its risk management, liquidity, and operational objectives.
The Company does not currently maintain insurance coverage for digital assets held in the Company’s corporate treasury and self-custodied through Fireblocks. During each of the periods presented, the Company has held no crypto assets under custody on behalf of third parties, and accordingly all digital assets reported on the Company’s balance sheets were under the accounting control of the Company. The custodian risks described herein relate solely to digital assets held by the Company in corporate treasury for its own account or, if applicable, holdings safeguarded on behalf of third parties via arrangements that hold the Company responsible for the safekeeping of such assets. The Company does not consider the amounts recorded for customer escrow balances, paying agent activities, or other third party assets and liabilities recorded in connection with the Company’s distribution service arrangements to be subject to this custodian risk based on the Company’s sole responsibility as an intermediary for the issuer of the related funds (i.e. the custodian). Accordingly, as of June 30, 2026 and December 31, 2025, the crypto assets held by the Company that are subject to this custodian risk are solely related to the digital assets held in the Company’s corporate treasury.
Fireblocks serves solely as a technology service provider and does not custody, possess, or control the Company’s crypto assets, does not act as a custodian, agent, or fiduciary, and does not transact on behalf of the Company. The Company retains exclusive control over its digital assets and wallets, including all policy-setting authority, governance rights, approval thresholds, wallet controls, and transaction authorization decisions.
MPC’s cryptographic properties solely allow for signing operations to occur via interactive, distributed computations between fragmented share(s) that all must participate and in which no fully-formed private key is assembled or maintained at any stage, and no individual share confers signing authority on its own. No individual share confers signing authority, as each represents an incomplete fragment of the signing material that cannot be
combined into a usable private key by any party. Each share contains only a mathematically incomplete fragment of the signing material and lacks sufficient entropy or structure to be combined — by us, the provider, or any other party — into a usable private key to authorize transactions.
Accordingly, as of June 30, 2026 and December 31, 2025, the Company did not have any private keys that were maintained in more traditional hot or cold storage solutions given the MPC properties which underly the Fireblocks platform that the Company utilizes. This is due to the underlying properties of MPC-based technology which, unlike private-key or multi-signature models, enables transaction-signing via a threshold computation requiring participation of a predefined subset of shares without ever exposing or reconstructing a fully-formed private key.
In addition to maintaining the majority of its crypto assets in self custody through Fireblocks’ MPC framework, the Company notes that most of the digital assets it holds — both within self custody and in the aggregate for each period presented — are tokenized securities issued natively on-chain by Securitize (see table below). These tokenized securities are recorded and maintained under the same controlled issuer and transfer agent framework that governs all securities issued on the Company’s platform. Unlike native cryptocurrencies, Securitize
issued tokenized securities represent interests in real world assets or other securities and are subject to the same federal securities laws and standards as traditional off-chain securities. As a result, the on-chain token is a native representation of the underlying security and maintains the same economic value.
Securitize also serves as the exclusive digital transfer agent for tokenized securities issued on the Company’s platform. In this role, Securitize has established operational procedures and controls designed to ensure completeness and accuracy of off-chain investor ownership records in the event of disruptions to normal blockchain processes.
As digital transfer agent for each tokenized fund, the Company has implemented backstops and manual workflows to maintain platform functionality and accurate recordkeeping if automated systems or API integrations fail. If a smart contract malfunction or other disruption prevents a holder from transferring tokenized securities to the designated redemption wallet — for example, due to loss of access to a wallet, private key, or partial key share — the Company may facilitate redemption through alternative procedures. These procedures may include (i) burning and reissuing the tokenized security to a new verified whitelisted wallet for the holder, followed by transfer to the redemption wallet, or (ii) manually burning the tokenized security upon appropriate verification and supporting documentation of the holder. These processes are generally completed on the same business day, subject to required verification and processing constraints.
The Company believes that these characteristics of tokenized securities provide an additional layer of protection relative to native crypto assets. Even if an on-chain wallet were hacked or otherwise compromised, ownership records maintained through the transfer agent framework remain authoritative, and the primary risk would generally be limited to delays in settlement timing due to reliance on manual processes rather than automated blockchain execution. Accordingly, the Company has assessed the custodian risk for native crypto assets relative to the Securitize-issued tokenized securities held in self-custody on Fireblocks separately given the risk of total loss is higher for any native crypto assets without real-world asset backing.
The relationship with Fireblocks is governed by a Master SaaS Agreement and related order forms, pursuant to which Fireblocks provides a non-exclusive, non-transferable license to its platform. The agreement expressly provides that Fireblocks is not a custodian or agent and that the Company retains exclusive ownership and control over all cryptographic share(s), wallets, and digital assets at all times. The Fireblocks Master SaaS Agreement generally provides for a one-year term, with automatic renewals for additional one-year periods upon execution of a new order form reflecting any updated terms, limits, or fees. Either party may terminate the agreement with at least 30 days’ written notice before the end of any annual term.
OKX’s Terms of Service remain in effect for so long as a user maintains an account on the platform and may be terminated at the user’s request or at OKX’s discretion. OKX retains broad rights to suspend or terminate accounts or services at any time, with or without notice, and upon termination may return remaining assets subject to fees, legal requirements, and compliance obligations.
Coinbase’s User Agreement remains in effect for so long as a user maintains an account on the platform and may be terminated by the user at any time or by Coinbase in its sole discretion. Coinbase retains broad rights to suspend, restrict, or terminate accounts or services at any time (including without notice), and upon termination users are generally permitted a limited period to withdraw remaining assets, subject to applicable fees, legal requirements, and compliance obligations.
During the period ending June 30, 2026, as well as for the years ending December 31, 2025 and December 31, 2024, the Company engaged with third party crypto asset trading platforms to facilitate various transactions, utilizing the following centralized exchanges to secure the Company’s digital assets:
| Exchange | Location | ||||
| OKX | Seychelles | ||||
| Coinbase | United States | ||||
As of June 30, 2026, the breakdown of digital assets deposited with each of the third-party centralized crypto asset trading platforms, native cryptocurrencies and other digital assets held in self-custody, and Securitize tokenized securities that are held in self-custody and also maintained under the Company’s transfer agent framework, as a percentage of total crypto assets owned by the Company is as follows:
| Exchange | Location | % of digital assets by market value | ||||||
| OKX | Seychelles | 3.1 | % | |||||
| Coinbase | United States | 0.4 | % | |||||
| Crypto Assets under Self-Custody (Fireblocks) | 6.6 | % | ||||||
| Securitize Tokenized Securities (Fireblocks & Transfer Agency Backstop) | 89.9 | % | ||||||
| 100.0% | ||||||||
As of December 31, 2025, the breakdown of digital assets deposited with each of the third-party centralized crypto asset trading platforms, native cryptocurrencies and other digital assets held in self-custody, and Securitize tokenized securities that are held in self-custody and also maintained under the Company’s transfer agent framework, as a percentage of total crypto assets owned by the Company is as follows:
| Exchange | Location | % of digital assets by market value | ||||||
| OKX | Seychelles | 9.3 | % | |||||
| Coinbase | United States | 0.6 | % | |||||
| Crypto Assets under Self-Custody (Fireblocks) | 2.0 | % | ||||||
| Securitize Tokenized Securities (Fireblocks & Transfer Agency Backstop) | 88.1 | % | ||||||
| 100.0 | % | |||||||
Accordingly, as of June 30, 2026 and December 31, 2025, no centralized digital asset trading platform held more than 10% of the Company’s digital assets.
Interest Rate Risk
Our results of operations are exposed to changes in interest rates, among other macroeconomic conditions. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control.
Implications of Being an Emerging Growth Company and Smaller Reporting Company
We are an “emerging growth company” within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public company reporting requirements, including the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, certain requirements related to the disclosure of executive compensation in this filing, the Form S-1, and in our periodic reports and proxy statements, and the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We have also taken advantage of the ability to provide reduced disclosure of financial information in this Form 8-K/A, consistent with the disclosures of financial information in the S-1, such as being permitted to include only two years of audited financial information and two years of selected financial information in addition to any required annual financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure. We may take advantage of these exemptions until we are no longer an emerging growth company. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, because we have taken advantage of certain reduced reporting requirements, the information contained herein may be different from the information you receive from other public companies.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of PubCo common shares pursuant to an effective registration statement or (b) in which it has total annual gross revenue of at least $1,235,000,000 (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of PubCo common shares that are held by non-affiliates exceeds $700,000,000 as of the end of that year’s second fiscal quarter, or (y) the date on which it has issued more than $1,000,000,000 in nonconvertible debt during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common shares held by non-affiliates exceeds $250,000,000 as of the end of that year’s second fiscal quarter, or (ii) our annual revenues exceeded $100,000,000 during such completed fiscal year and the market value of our common shares held by non-affiliates exceeds $700,000,000 as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies more difficult.
Critical Accounting Estimates
Our financial statements and the accompanying notes thereto included elsewhere in this Form 8-K/A are prepared in accordance with GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses, and related disclosures. We base our estimates on assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.
We believe the following critical accounting estimates used in the preparation of our consolidated financial statements affect our more significant judgments and estimates.
Business combinations
We account for business acquisitions using the acquisition method of accounting, in accordance with ASC 805, under which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.
Our management exercises significant judgments in determining the fair value of assets acquired and liabilities assumed, as well as intangible assets and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as our current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to the fair value of assets and liabilities made after the end of the measurement period are recorded within our operating results.
Revenue
See notes to the consolidated financial statements, Summary of Significant Accounting Policies — Revenue Recognition, for information regarding our significant accounting policies over revenue recognition.
Many of our on-chain contracts with customers include multiple performance obligations, and we make estimates and judgments to allocate the transaction price to each performance obligation based on an observable or estimated standalone selling price (“SSP”). The SSP is the price, or estimated price, of the service when sold on a standalone basis at contract inception. We consider our evaluation of SSP to be a critical accounting estimate.
An observable price of a good or service sold separately provides the best evidence of SSP. However, in many situations, SSP will not be readily observable, but must still be estimated using reasonably available information. We do not have directly observable standalone selling prices of our on-chain services given the recent launch of this service line, the novel nature of the product, and the fact that the current pricing is highly variable. Therefore we use a variation of an expected cost approach which relies on a historical level of effort metric, along with our judgment, to establish SSP for this revenue stream. As such, the establishment of SSP of our on-chain services directly impacts the amount of revenues recognized for those services, and therefore also impacts the overall timing of revenue recognition.
We review and analyze the SSP we have established for our on-chain services annually, and these SSPs do not change significantly year to year. We also assess whether any new observable data has become known that would provide a more accurate estimate of SSP or whether the current method to estimate SSP continues to be a fair allocation of the transaction price.
In the future, SSP for our on-chain services could be impacted by various factors, including potential changes in our pricing practices, pricing for contract renewals, customer demand for our services, and various market or economic conditions. However, we consider the risk of significant volatility in our established SSP to be small given our internal processes to monitor SSP on an ongoing basis and react to trends that could impact the future SSPs.
Stock-based compensation
We account for share-based awards under the recognition and measurement provisions of Accounting Standards Codification Topic 718, Stock-Based Compensation. In the absence of a public trading market, our management and board of directors considered various objectives and subjective factors to determine the fair value of Securitize’s common stock as of each grant date, including the value determined by a third party valuation firm. These factors included, among other things, the following:
•our actual operating and financial performance and estimated trends and prospects for our future performance;
•the weighted average cost of capital;
•the timing and probability of liquidity events;
•consideration of the lack of liquidity of the common stock as a private company;
•our stage of development, business strategy, and the material risks related to our business and industry;
•the valuations of publicly traded companies in the financial services and digital asset sectors, as well as recently completed mergers and acquisitions of peer companies;
•external market conditions affecting the digital assets sector;
•the likelihood of achieving a liquidity event for the holders of our common stock
•the prices, rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; and
•the prices of our convertible preferred stock and common stock sold to investors in arm’s-length transactions
Our policy is to value our common shares at least annually with significant events potentially requiring additional valuations.
We use the Black-Scholes option pricing model (“Black-Scholes”) to estimate the grant-date fair value of option grants. The Black-Scholes model requires management to make a number of key assumptions, including expected volatility, expected term, risk-free interest rate, and expected dividends. The expected term represents the period of time that the options are expected to be outstanding and is estimated using the midpoint between the requisite service period and the contractual term of the option. The risk-free interest rate is estimated using the rate of return on U.S. Treasury notes with a life that approximates the expected term. Share-based compensation cost is measured at the grant date based on the fair value of the underlying common stock and is recognized as expense over the requisite service period.
The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and our management uses significantly different assumptions or estimates, our stock-based compensation expense for future periods could be materially different, including as a result of adjustments to share-based compensation expense recorded for prior periods.
Income Taxes
When recognizing the tax benefit, a tax position must be more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
We utilize the asset and liability method for computing our income tax provision. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not more likely than not, we establish a valuation allowance. As of June 30, 2026, December 31, 2025, and December 31, 2024, we maintained a full valuation allowance against our deferred tax assets, as management concluded that it is not more likely than not that these assets will be realized based on current projections of future taxable income. Because we maintain a full valuation allowance, our income tax provision for the six months ended June 30, 2026 consisted primarily of deferred tax expense associated with tax-deductible goodwill. This goodwill generates a deferred tax liability that is not fully offset by our deferred tax assets related to net operating loss carryforwards because of limitations on the utilization of those carryforwards. If future operating results improve such that realization of deferred tax assets becomes more likely than not, we may release all or a portion of the valuation allowance, which could result in a material income tax benefit in the period of release.
Valuation of Liability Classified Financial Instruments
We measure certain liability classified financial instruments at fair value at each reporting period presented. These liability classified financial instruments consist of a bifurcated derivative related to our convertible notes, options to purchase preferred stock, and SAFEs. We believe the estimate of fair value of these financial instruments requires significant judgment. We measured the fair value using both observable and unobservable inputs and this measurement reflects our best estimates of the assumptions a market participant would use to calculate fair value. The significant unobservable inputs used include, but are not limited to:
•timing and probability of liquidity and other events;
•volatility
•discount rate; and
•fair value of the underlying stock.
Changes in fair value are reported in ‘Other income (expense), net’ in the consolidated statements of operations and comprehensive loss in each reporting period subsequent to the issuance. In the future, depending on the valuation approaches used and the expected timing and weighting of each, the inputs described above, or other inputs, may have a greater or lesser impact on our estimates of fair value.
Impairment of Long-Lived Assets
In accordance with ASC 360, Property, Plant, and Equipment, we assess the recoverability of long-lived assets, which include property and equipment and intangible assets, whenever significant events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset group are compared to its carrying amount to determine whether the asset group’s carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. We determined that there were no indicators of impairment for the six months ended June 30, 2026, as well as for the years ended December 31, 2025 and 2024 for our long-lived assets.
Impairment of Goodwill
We assess goodwill for impairment on an annual basis as of October 1, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. Management regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment (“Step 0 test”), management considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test (“Step 1 test”). In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded for the difference.
We determined there were no triggering events identified and therefore no impairment charges related to goodwill recognized during the six months ended June 30, 2026. During the year ended December 31, 2025, specifically Q3 2025, we determined there was a triggering event related to our Securitize for Advisors reporting unit, as the total consideration expected from its eventual sale was substantially less than the carrying value of the reporting unit. Therefore, we recorded goodwill impairment of $4.1 million based on the total consideration expected from the sale of the Securitize for Advisors reporting unit. There were no triggering events identified related to the Company’s remaining reporting units.
Based on the qualitative evaluation performed as of October 1, 2025, we concluded that it is not more likely than not that the fair value of any reporting unit is less than its carrying amount, with the exception of the Securitize for Advisors reporting unit as described above. Therefore, no quantitative impairment test was deemed necessary for any reporting unit other than Securitize for Advisors. This conclusion reflects our judgment that these reporting units continue to generate stable cash flows, operate in favorable market conditions, and maintain a sufficient cushion between fair value and carrying amount.
The Company believes the estimates and assumptions used in its impairment evaluations are reasonable and consistent with those that would be applied by market participants; however, actual results may differ materially from those estimates due to changes in economic or business conditions.
Recently Issued Accounting Standards
See the summary of significant accounting policies note to the unaudited condensed consolidated financial statements of Securitize, Inc. and Subsidiaries included elsewhere in this associated Form 8-K/A for recently issued and adopted accounting standards and recently issued accounting standards not yet adopted as of June 30, 2026.
CANTOR EQUITY PARTNERS II, INC.
TABLE OF CONTENTS
Page No. | ||||||||||||||
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | 1 | |||||||||||||
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 | 2 | |||||||||||||
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 | 3 | |||||||||||||
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025 | 4 - 5 | |||||||||||||
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | 6 | |||||||||||||
Notes to the Unaudited Condensed Consolidated Financial Statements | 7 - 25 | |||||||||||||
CANTOR EQUITY PARTNERS II, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||
Current Assets: | |||||||||||||||||||||||
Cash | $ | 25,000 | $ | 25,000 | |||||||||||||||||||
Prepaid expenses | 163,723 | 145,000 | |||||||||||||||||||||
Receivable from related party | 70,586 | — | |||||||||||||||||||||
Total Current Assets | 259,309 | 170,000 | |||||||||||||||||||||
Cash held in Trust Account | 250,738,091 | — | |||||||||||||||||||||
Available-for-sale debt securities held in Trust Account, at fair value (amortized cost $246,479,306 as of December 31, 2025) | — | 246,617,353 | |||||||||||||||||||||
Other assets | — | 48,747 | |||||||||||||||||||||
Total Assets | $ | 250,997,400 | $ | 246,836,100 | |||||||||||||||||||
Liabilities and Shareholders’ Deficit: | |||||||||||||||||||||||
Current Liabilities: | |||||||||||||||||||||||
Accrued expenses | $ | 2,908,920 | $ | 1,244,876 | |||||||||||||||||||
Note payable – related party | 943,494 | 397,381 | |||||||||||||||||||||
Total Current Liabilities | 3,852,414 | 1,642,257 | |||||||||||||||||||||
Mandatorily redeemable Class A ordinary shares liability | 72,512,934 | — | |||||||||||||||||||||
Forward sale securities liability | 71,839,895 | 4,608,560 | |||||||||||||||||||||
Total Liabilities | 148,205,243 | 6,250,817 | |||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||
Class A ordinary shares subject to possible redemption, 17,157,492 and 24,000,000 shares issued and outstanding at redemption value of $10.60 and $10.43 per share as of June 30, 2026 and December 31, 2025, respectively | 181,825,157 | 250,217,377 | |||||||||||||||||||||
Shareholders’ Deficit: | |||||||||||||||||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of both June 30, 2026 and December 31, 2025 | — | — | |||||||||||||||||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 580,000 shares issued and outstanding (excluding 6,842,508 mandatorily redeemable shares and 17,157,492 shares subject to possible redemption) as of June 30, 2026 and 580,000 shares issued and outstanding (excluding 24,000,000 shares subject to possible redemption) as of December 31, 2025 | 58 | 58 | |||||||||||||||||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,000,000 shares issued and outstanding as of both June 30, 2026 and December 31, 2025 | 600 | 600 | |||||||||||||||||||||
Additional paid-in capital | — | — | |||||||||||||||||||||
Accumulated deficit | (79,033,658) | (9,770,799) | |||||||||||||||||||||
Accumulated other comprehensive income | — | 138,047 | |||||||||||||||||||||
Total Shareholders’ Deficit | (79,033,000) | (9,632,094) | |||||||||||||||||||||
Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit | $ | 250,997,400 | $ | 246,836,100 | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
CANTOR EQUITY PARTNERS II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
General and administrative costs | $ | 659,350 | $ | 118,022 | $ | 2,109,571 | $ | 145,170 | ||||||||||||||||||||||||||||||||||||||||||
Administrative expenses – related party | 30,000 | 19,677 | 60,000 | 19,677 | ||||||||||||||||||||||||||||||||||||||||||||||
Loss from operations | (689,350) | (137,699) | (2,169,571) | (164,847) | ||||||||||||||||||||||||||||||||||||||||||||||
Interest income on investments held in the Trust Account | 2,162,454 | 1,531,377 | 4,414,025 | 1,531,377 | ||||||||||||||||||||||||||||||||||||||||||||||
Realized loss on sale of available-for-sale debt securities | (155,264) | — | (155,264) | — | ||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of forward sale securities | (68,856,395) | — | (67,231,335) | — | ||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | (67,538,555) | ) | $ | 1,393,678 | $ | (65,142,145) | $ | 1,366,530 | |||||||||||||||||||||||||||||||||||||||||
Weighted average number of ordinary shares outstanding: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class A – Public shares | 23,662,113 | 15,032,967 | 23,924,392 | 7,558,011 | ||||||||||||||||||||||||||||||||||||||||||||||
Class A – Private placement | 580,000 | 363,297 | 580,000 | 182,652 | ||||||||||||||||||||||||||||||||||||||||||||||
Class B – Ordinary shares | 6,000,000 | 6,000,000 | (1) | 6,000,000 | 6,000,000 | (1) | ||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class A – Public shares | $ | (2.23) | ) | $ | 0.07 | $ | (2.14) | $ | 0.10 | |||||||||||||||||||||||||||||||||||||||||
Class A – Private placement | $ | (2.23) | ) | $ | 0.07 | $ | (2.14) | $ | 0.10 | |||||||||||||||||||||||||||||||||||||||||
Class B – Ordinary shares | $ | (2.23) | ) | $ | 0.07 | $ | (2.14) | $ | 0.10 | |||||||||||||||||||||||||||||||||||||||||
(1) | This number has been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7). | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
CANTOR EQUITY PARTNERS II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | (67,538,555) | $ | 1,393,678 | $ | (65,142,145) | $ | 1,366,530 | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Change in unrealized depreciation of available-for-sale debt securities | (177,551) | (43,100) | (293,311) | (43,100) | ||||||||||||||||||||||||||||||||||||||||||||||
Reclassification adjustment for loss included in net loss | 155,264 | — | 155,264 | — | ||||||||||||||||||||||||||||||||||||||||||||||
Total other comprehensive loss | (22,287) | (43,100) | (138,047) | (43,100) | ||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) | $ | (67,560,842) | $ | 1,350,578 | $ | (65,280,192) | $ | 1,323,430 | ||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CANTOR EQUITY PARTNERS II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(UNAUDITED)
For the Three and Six Months Ended June 30, 2026
Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders' Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – December 31, 2025 | 580,000 | $ | 58 | 6,000,000 | $ | 600 | $ | — | $ | (9,770,799) | $ | 138,047 | $ | (9,632,094) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion of redeemable Class A ordinary shares to redemption value | — | — | — | — | — | (2,135,811) | — | (2,135,811) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | (115,760) | (115,760) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 2,396,410 | — | 2,396,410 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – March 31, 2026 | 580,000 | $ | 58 | 6,000,000 | $ | 600 | $ | — | $ | (9,510,200) | $ | 22,287 | $ | (9,487,255) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion of redeemable Class A ordinary shares to redemption value | — | — | — | — | — | (1,984,903) | — | (1,984,903) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | (22,287) | (22,287) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | (67,538,555) | — | (67,538,555) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – June 30, 2026 | 580,000 | $ | 58 | 6,000,000 | $ | 600 | $ | — | $ | (79,033,658) | $ | — | $ | (79,033,000) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4
CANTOR EQUITY PARTNERS II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(UNAUDITED)
For the Three and Six Months Ended June 30, 2025
Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders' Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – December 31, 2024 | — | $ | — | 6,000,000 | (1) | $ | 600 | (1) | $ | 24,400 | $ | (92,942) | $ | — | $ | (67,942) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | (27,148) | — | (27,148) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – March 31, 2025 | — | $ | — | 6,000,000 | (1) | $ | 600 | (1) | $ | 24,400 | $ | (120,090) | $ | — | $ | (95,090) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Class A ordinary shares to Sponsor in private placement | 580,000 | 58 | — | — | 5,799,942 | — | — | 5,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion of redeemable Class A ordinary shares to redemption value | — | — | — | — | (5,824,342 | (4,566,273) | — | (10,390,615) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | (43,100) | (43,100) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 1,393,678 | — | 1,393,678 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – June 30, 2025 | 580,000 | $ | 58 | 6,000,000 | $ | 600 | $ | — | $ | (3,292,685) | $ | (43,100) | $ | (3,335,127) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) | The number of shares and the amounts have been retroactively adjusted to reflect the capitalization of the Company in the form of the issuance of 1,000,000 Class B ordinary shares on May 1, 2025 (See Note 7). | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CANTOR EQUITY PARTNERS II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended June 30, | ||||||||||||||||||||
2026 | 2025 | |||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net income (loss) | $ | (65,142,145) | $ | 1,366,530 | ||||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||||
General and administrative expenses paid by related party | 461,113 | 32,500 | ||||||||||||||||||
Interest income on investments held in the Trust Account | (4,414,025) | (1,531,377 | ) | |||||||||||||||||
Realized loss on available-for-sale debt securities | 155,264 | — | ||||||||||||||||||
Change in fair value of forward sale securities | 67,231,335 | — | ||||||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||||
Deferred offering costs | — | 106,544 | ||||||||||||||||||
Prepaid expenses | 66,277 | 158,935 | ||||||||||||||||||
Receivable from related party | (70,586) | — | ||||||||||||||||||
Other assets | 48,747 | (121,223) | ||||||||||||||||||
Accrued expenses | 1,664,044 | (25,504) | ||||||||||||||||||
Net cash provided by (used in) operating activities | 24 | (13,595) | ||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Cash deposited in Trust Account | (250,738,091) | (3,249) | ||||||||||||||||||
Maturity of available-for-sale debt securities held in Trust Account | 249,481,400 | — | ||||||||||||||||||
Purchase of available-for-sale debt securities held in Trust Account | (249,481,416) | (239,996,751) | ||||||||||||||||||
Sale of available-for-sale debt securities held in Trust Account | 250,738,083 | — | ||||||||||||||||||
Net cash used in investing activities | (24) | (240,000,000) | ||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds received from initial public offering | — | 240,000,000 | ||||||||||||||||||
Proceeds received from private placement | — | 5,800,000 | ||||||||||||||||||
Offering costs paid | — | (5,089,259) | ||||||||||||||||||
Deferred offering costs paid by related party | — | (213,079) | ||||||||||||||||||
Proceeds from Notes payable – related party | 546,113 | 79,826 | ||||||||||||||||||
Payment on Note payable – related party | — | (159,726) | ||||||||||||||||||
Payment on Payable to related party | (546,113) | (379,167) | ||||||||||||||||||
Net cash provided by financing activities | — | 240,038,595 | ||||||||||||||||||
Net change in Cash | — | 25,000 | ||||||||||||||||||
Cash – beginning of the period | 25,000 | — | ||||||||||||||||||
Cash – end of the period | $ | 25,000 | $ | 25,000 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Description of Organization, Business Operations and Basis of Presentation
Cantor Equity Partners II, Inc. (the “Company”) was incorporated on November 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company focused its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2026, the Company had not commenced operations. All activity through June 30, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three and six months ended June 30, 2026, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement (as defined below) to generate non-operating income in the form of interest income from direct investments in U.S. government debt securities. During the three and six months ended June 30, 2026, the Company also recognized changes in the fair value of the forward sale securities and a realized loss on the sale of available-for-sale securities (as further described below) as other loss.
The Company’s sponsor is Cantor EP Holdings II, LLC (the “Sponsor”). The registration statements for the Initial Public Offering were declared effective on May 1, 2025. On May 5, 2025, the Company consummated the Initial Public Offering of 24,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the “Public Shares”) at a purchase price of $10.00 per share, generating gross proceeds of $240,000,000, as described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 580,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor, at a purchase price of $10.00 per share, in a private placement (the “Private Placement”), generating gross proceeds of $5,800,000, as described in Note 4.
The net proceeds of the Private Placement were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).
Offering costs amounted to approximately $5,300,000, consisting of $4,900,000 of underwriting fees and approximately $400,000 of other costs.
Following the closing of the Initial Public Offering and the Private Placement on May 5, 2025, an amount of $240,000,000 ($10.00 per share) from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account were initially held in an account at J.P. Morgan Chase Bank, N.A., and on May 6, 2025, were transferred to an account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor. The Trust Account may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company, until the earlier of: (i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below.
Business Combination — The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating the Business Combination. There is no assurance that the Company will be able to complete the Business Combination successfully. The Company must complete one or more Business Combinations having an
7
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete the Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (which, as of June 30, 2026 and December 31, 2025, was $10.60 and $10.43 per Public Share, respectively, and for both periods, inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note (as defined below) in the applicable Redemption Event (as defined below)). The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). In such case, the Company will proceed with the Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (as may be amended, the “Amended and Restated Memorandum and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination. If, however, shareholder approval of the Business Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Business Combination, or if they vote at all. If the Company seeks shareholder approval in connection with the Business Combination, the Sponsor and the Company’s directors and officers have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). In addition, the Sponsor and the Company’s directors and officers have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of the Business Combination.
Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
Business Combination Agreement — On October 27, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”), with Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“Pubco”), Pinecrest Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“CEPT Merger Sub”), and Senna Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Securitize Merger Sub”).
Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing” and the date of the Closing, the “Closing Date”), (a) the
8
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Company will merge with and into CEPT Merger Sub, with CEPT Merger Sub continuing as the surviving entity (the “CEPT Merger”), in accordance with which (i) the Company’s shareholders holding Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), will receive one Class A ordinary share in exchange for each Class B ordinary share held by such shareholder immediately prior to the CEPT Merger (other than certain Class B ordinary shares surrendered by the Sponsor) and (ii) immediately thereafter, each Class A ordinary share will be cancelled and cease to exist, in exchange for the right of Company shareholders holding Class A ordinary shares to receive one share of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”), for each Class A ordinary share held by such shareholder at the time of the CEPT Merger (other than any Public Shares which are the subject of valid redemption requests and any treasury shares), and (b) at least two hours after the CEPT Merger, Securitize Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving entity (the “Securitize Merger” and, together with the CEPT Merger, the “Mergers”), in accordance with which the holders (the “Securitize Stockholders”) of common stock of Securitize (“Securitize Common Stock”) will receive a number of shares of Pubco Common Stock in exchange for their shares of Securitize Common Stock as determined in accordance with the Business Combination Agreement. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Securitize Business Combination”), CEPT Merger Sub and Securitize will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.
Contemporaneously with the execution of the Business Combination Agreement, the Company, Pubco and Securitize entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 Class A ordinary shares (the “PIPE Shares”), at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225,000,000 (the “PIPE Investment”). PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of Class A ordinary shares in the public market, subject to certain restrictions set forth therein.
Contemporaneously with the execution of the Business Combination Agreement, the Company, Pubco, Securitize and the Sponsor entered into the Sponsor Support Agreement, dated as of October 27, 2025 (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its Class A ordinary shares and Class B ordinary shares in favor of the Business Combination Agreement and the Securitize Business Combination and each of the other proposals to be presented to the Company’s shareholders at the extraordinary general meeting of the Company’s shareholders to be held in connection with the Securitize Business Combination, (ii) to vote its Class A ordinary shares and Class B ordinary shares against certain other transactions and matters, (iii) to waive the anti-dilution rights of the Class B ordinary shares set forth in the Amended and Restated Memorandum and Articles, (iv) to comply with the restrictions imposed by the letter agreement, dated as of May 2, 2025, by and among the Company, the Sponsor and the other parties thereto (the “Insider Letter”), including the restrictions on transferring and redeeming Class A ordinary shares and Class B ordinary shares in connection with the Securitize Business Combination, (v) to surrender, for no consideration, up to 30% of its Founder Shares (as defined in Note 4) immediately prior to, and conditioned upon, the consummation of the CEPT Merger (such number of surrendered Founder Shares to be determined pursuant to a formula taking into account the number of shares redeemed by Company shareholders in the Securitize Business Combination and the gross proceeds from the PIPE Investment exceeding $100,000,000), (vi) that the shares of Pubco Common Stock received by the Sponsor in exchange for its Founder Shares (other than any surrendered shares) (any such remaining shares, the “Post-Combination Founder Shares”) will be subject to a six month lock-up, subject to early release, and (vii) to subject up to 30% of its Post-Combination Founder Shares to forfeiture and vesting based on an earn-out during the five year period after the Closing on the terms and conditions set forth in the Sponsor Support Agreement.
On June 5, 2026, Pubco’s Registration Statement on Form S-4 (File No. 333-293022) became effective and Pubco filed with the SEC its final prospectus (the “Final Prospectus”) and the Company filed with the SEC its definitive proxy statement with respect to its extraordinary general meeting of shareholders to approve the Securitize Business Combination and the other proposals described in such proxy statement (the “Proxy Statement”).
On June 29, 2026, the Company held an extraordinary general meeting of its shareholders (the “Meeting”) during which the Company’s shareholders approved the Securitize Business Combination and the other proposals presented at such meeting.
Certain of the Company’s existing agreements will be amended or amended and restated in connection with the Securitize Business Combination.
9
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For more information regarding the Securitize Business Combination, refer to the Company’s filings with the SEC, including the Current Reports on Form 8-K filed by the Company with the SEC on October 28, 2025, October 30, 2025, November 13, 2025 and June 29, 2026, the Final Prospectus and the Proxy Statement. See Note 10—Subsequent Events for additional information.
Forward Sale Securities — As described above, in connection with the Securitize Business Combination, pursuant to the PIPE Subscription Agreements, the PIPE Investors committed to purchase a certain number of Class A ordinary shares, at $10.00 per share, in exchange for cash. The PIPE Investors also have the option to purchase the Class A ordinary shares in the public market at a price that is less than the redemption price, subject to certain restrictions set forth in the PIPE Subscription Agreements. The PIPE Shares are referred in the Company’s unaudited condensed consolidated financial statements and the footnotes as the forward sale securities.
Failure to Consummate the Business Combination — The Company has until May 5, 2027, or until such earlier liquidation date as the Company’s board of directors may approve or such later date as the Company’s shareholders may approve pursuant to the Amended and Restated Memorandum and Articles (the “Combination Period”), to consummate the Business Combination. If the Company is unable to complete the Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares held by them if the Company fails to complete the Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial redemption amount of $10.15 per share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.15 per share (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note). This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm and the underwriters of the Initial Public Offering), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity and Capital Resources
As of both June 30, 2026 and December 31, 2025, the Company had $25,000 of cash in its operating account. As of June 30, 2026 and December 31, 2025, the Company had a working capital deficit of approximately $3,593,000 and approximately
10
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
$1,472,000, respectively. As of June 30, 2026 and December 31, 2025, approximately $7,677,000 and approximately $6,617,000, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
The Company’s liquidity needs through June 30, 2026 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $160,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the sale of the Private Placement Shares not held in the Trust Account and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), of which approximately $943,000 and approximately $397,000 has been drawn by the Company as of June 30, 2026 and December 31, 2025, respectively. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). As of both June 30, 2026 and December 31, 2025, the Company did not have any borrowings under the Working Capital Loans.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable and consummating the Securitize Business Combination (See Note 10).
Basis of Presentation
The unaudited condensed consolidated financial statements are presented in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2026 and the results of operations, comprehensive income (loss), and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 6, 2026.
Principles of Consolidation
The unaudited condensed consolidated financial statements of the Company include its wholly-owned subsidiary. All intercompany accounts and transactions are eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt
11
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Note 2—Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the forward sale securities. Such estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both June 30, 2026 and December 31, 2025.
Available-for-Sale Debt Securities
The Company did not hold any debt securities in the Trust Account as of June 30, 2026. The Company’s investments held in the Trust Account as of December 31, 2025 comprised of a direct investment in U.S. government treasury bills.
The Company accounts for its investment in debt securities in accordance with the guidance in ASC 320, Investments—Debt and Equity Securities. When the Company has the ability and positive intent to hold debt securities until maturity, such securities are classified as held-to-maturity and carried at amortized cost. None of the Company’s debt securities met the criteria for held-to-maturity classification as of December 31, 2025. As the Company did not have the ability or positive intent to hold its debt securities until maturity, the securities were classified as available-for-sale. Unrealized gains and losses from available-for-sale debt securities carried at fair value are reported as a separate component of Accumulated other comprehensive income in shareholders’ deficit. Interest income recognized on the unaudited condensed consolidated statements of operations reflects accretion of discount. Investments in debt securities are recorded on a trade-date basis.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and investments in the U.S. government debt securities held in the Trust Account. For both the three and six months ended June 30, 2026 and 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
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CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Under ASC 820, Fair Value Measurement (“ASC 820”), “fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820 approximates the carrying amounts presented in the consolidated balance sheets, primarily due to their short-term nature, with the exception of the available-for-sale debt securities and forward sale securities.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal and other fees incurred in connection with the preparation for the Initial Public Offering. These costs amounted to approximately $5,300,000 and were charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering.
Forward Sale Securities
The Company accounts for the forward sale securities as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the PIPE Subscription Agreements using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the forward sale securities are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the forward sale securities are indexed to the Company’s own shares. This assessment, which requires the use of professional judgment, is conducted at the time of the execution of the PIPE Subscription Agreements and as of each subsequent quarterly period-end date while the forward sale securities are outstanding. The forward sale securities that do not meet all the criteria for equity classification are required to be recorded at their initial fair value at the time of the execution of the PIPE Subscription Agreements and on each balance sheet date thereafter. Changes in the estimated fair value of the forward sale securities are recognized on the unaudited condensed consolidated statements of operations in the period of the change.
The Company accounts for the forward sale securities in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, pursuant to which the forward sale securities do not meet the criteria for equity classification and must be recorded as liabilities or assets. See Note 8 for further discussion of the methodology used to determine the fair value of the forward sale securities.
Class A Ordinary Shares
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as liability instruments and initially measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As of June 30, 2026 and December 31, 2025, 6,842,508 and 0 Class A ordinary shares, respectively, are subject to mandatory redemption and presented as a non-current liability measured at redemption amount on the Company’s consolidated balance sheets. As of June 30, 2026 and December 31, 2025, 17,157,492 and 24,000,000 Class A ordinary shares, respectively, subject to possible redemption are presented as temporary equity outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. These Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.
As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption, as presented in the accompanying consolidated balance sheets, are reconciled in the following table:
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CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Gross proceeds | $ | 240,000,000 | ||||||||||||
Less: | ||||||||||||||
Issuance costs allocated to Class A ordinary shares subject to possible redemption | (5,302,338) | |||||||||||||
Plus: | ||||||||||||||
Accretion of carrying value to redemption value | 15,519,715 | |||||||||||||
Class A ordinary shares subject to possible redemption, December 31, 2025 | $ | 250,217,377 | ||||||||||||
Plus: | ||||||||||||||
Accretion of carrying value to redemption value | 4,120,714 | |||||||||||||
Less: | ||||||||||||||
Redemption of Class A ordinary shares | (72,512,934) | |||||||||||||
Class A ordinary shares subject to possible redemption, June 30, 2026 | $ | 181,825,157 | ||||||||||||
Net Income (Loss) Per Ordinary Share
The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding for the applicable periods. The Company applies the two-class method in calculating earnings per share and allocates net income (loss) pro rata to Class A ordinary shares subject to possible redemption, nonredeemable Class A ordinary shares and Class B ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value is not in excess of the fair value.
The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share:
For the Three Months Ended June 30, 2026 | For the Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A – Public shares | Class A – Private placement shares | Class B – Ordinary shares | Class A – Public shares | Class A – Private placement shares | Class B – Ordinary shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of net income (loss) | $ | (52,843,692) | $ | (1,295,292) | $ | (13,399,571) | $ | 979,195 | $ | 23,664 | $ | 390,819 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Denominator: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted weighted average number of ordinary shares outstanding | 23,662,113 | 580,000 | 6,000,000 | 15,032,967 | 363,297 | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share | $ | (2.23) | $ | (2.23) | $ | (2.23) | $ | 0.07 | $ | 0.07 | $ | 0.07 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A – Public shares | Class A – Private placement shares | Class B – Ordinary shares | Class A – Public shares | Class A – Private placement shares | Class B – Ordinary shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of net income (loss) | $ | (51,090,552) | $ | (1,238,590) | $ | (12,813,003) | $ | 751,656 | $ | 18,165 | $ | 596,709 | |||||||||||||||||||||||||||||||||||||||||||||||
Denominator: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted weighted average number of ordinary shares outstanding | 23,924,392 | 580,000 | 6,000,000 | 7,558,011 | 182,652 | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share | $ | (2.14) | $ | (2.14) | $ | (2.14) | $ | 0.10 | $ | 0.10 | $ | 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes
Income taxes are accounted for using the asset and liability method as prescribed under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.
ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from management’s estimates under different assumptions or conditions.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of both June 30, 2026 and December 31, 2025, the Company has not recorded any amounts related to uncertain tax positions.
The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company recorded no income tax provision for the periods presented.
Segment Reporting
The Company has one reportable segment. See Note 9—Segment Information for additional information.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance was issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level. The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were previously required annually. Public entities with a single reportable segment are required to provide the new
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CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
disclosures and all the disclosures previously required under ASC 280. The Company adopted the standard on the required effective date for the financial statements issued for the annual reporting periods beginning on January 1, 2024 and applies the guidance for the interim periods beginning on January 1, 2025. The adoption of the new guidance did not have an impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted the standard on the required effective date for the Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2025. The adoption of this guidance did not have a material impact on the footnotes to the Company’s consolidated financial statements and had no impact on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The Conceptual Framework establishes concepts that the FASB considers in developing standards. The ASU was issued to remove references to the Conceptual Framework in the Codification. The FASB noted that references to the Concepts Statements in the Codification could have implied that the Concepts Statements are authoritative. Also, some of the references removed were to Concepts Statements that are superseded. The Company adopted the standard on the required effective date beginning on January 1, 2025 using a prospective transition method for all new transactions recognized on or after the effective date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
New Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard improves financial reporting and responds to investor input that additional expense detail is fundamental to understanding the performance of an entity, assessing its prospects for future cash flows, and comparing its performance over time and with that of other entities. The new guidance requires public business entities to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period. Specified expenses, gains or losses that are already disclosed under existing U.S. GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts will need to be described qualitatively. The new guidance will become effective for the Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance clarifies the current interim disclosure requirements and their applicability. The ASU is intended to address feedback from stakeholders that the current guidance is difficult to navigate. The amendments do not change the fundamental nature or
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CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
expand or reduce the disclosure requirements of interim reporting. The ASU creates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The new guidance will become effective for the Company beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The guidance clarifies, corrects errors in or makes other improvements to a variety of topics in the Codification that are intended to make it easier to understand and apply. The amendments apply to all reporting entities in the scope of the affected accounting guidance. The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.
SEC Rule on Climate-Related Disclosures
In March 2024, the SEC adopted final rules relating to The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in a note to their audited financial statements. The disclosures under the final rules would include certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented. If carbon offsets or renewable energy credits or certificates (“RECs”) are deemed a material component of the registrant’s plans to achieve its disclosed climate-related targets, registrants would be required to disclose information about the offsets and RECs. Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements. Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited financial statements are included in the filing. In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules. In May 2026, the SEC issued a proposal for stakeholder comment to fully rescind its climate-related disclosure rules. Absent these developments, the rules would have been effective for the Company upon its registration under the Exchange Act on May 1, 2025 and phased in starting in 2027. Management is continuing to monitor the developments pertaining to the rules and any resulting potential impacts on the Company’s unaudited condensed consolidated financial statements.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
Note 3—Initial Public Offering
Pursuant to the Initial Public Offering, the Company sold 24,000,000 Class A ordinary shares at a price of $10.00 per share.
Note 4—Related Party Transactions
Founder Shares
In November 2020, the Sponsor purchased 14,375,000 Class B ordinary shares for a purchase price of $25,000. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, the Company issued 1,000,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 6,000,000 shares (the “Founder Shares”). The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination and are subject to certain transfer restrictions, as described in Note 7. Further, pursuant to the Sponsor Support Agreement, solely in connection with the Securitize Business Combination, subject to
17
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
and conditioned upon the Closing, the Sponsor agreed to surrender, for no consideration, up to 30% of its Founder Shares immediately prior to the consummation of the CEPT Merger. No Founder Shares were surrendered at the Closing. See Note 10—Subsequent Events for additional information.
The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Pursuant to the Sponsor Support Agreement, subject to the Closing, the Company, Pubco and the Sponsor agreed to amend the transfer restrictions set forth above so that the shares of Pubco Common Stock received by the Sponsor in exchange for its Founder Shares (other than any surrendered shares) will be subject to a six month lock-up, subject to early release. See Note 10—Subsequent Events for additional information.
Private Placement Shares
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 580,000 Private Placement Shares at a price of $10.00 per share ($5,800,000 in the aggregate) in the Private Placement. The net proceeds from the Private Placement were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with the completion of the Business Combination or otherwise. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the Business Combination.
Investments Held in the Trust Account
Starting on May 6, 2025 and through June 25, 2026, the Company’s investments in U.S. government treasury bills have been held in the Trust Account that is custodied by CF Secured with Continental acting as trustee.
Underwriter
Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).
Business Combination Marketing Agreement
The Company has engaged CF&Co. pursuant to a business combination marketing agreement (the “Business Combination Marketing Agreement”) as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee of $8,400,000 for such services upon the consummation of the Business Combination. This cash fee was paid in full at the Closing. See Note 10—Subsequent Events for additional information.
M&A Engagement Letter
On October 10, 2025, the Company entered into a letter agreement with CF&Co. (the “M&A Engagement Letter”), pursuant to which the Company engaged CF&Co. as its exclusive financial advisor for the Securitize Business Combination. Pursuant to the M&A Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing equal to 1.0% of the total value of the shares of Pubco Common Stock issued to Securitize stockholders at the Closing with such shares valued at $10.00 per share (the “Securitize Equity Value”), and up to an additional 0.5% of the Securitize Equity Value (which shall be reduced in proportion to the number of Public Shares redeemed prior to the Closing). This cash fee was paid in full at the Closing. See Note 10—Subsequent Events for additional information.
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CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PIPE Engagement Letter
On September 25, 2025, the Company entered into a letter agreement with Securitize, Pubco, Citigroup Global Markets Inc. (“Citi”), and CF&Co. (the “PIPE Engagement Letter”), pursuant to which the Company, Securitize and Pubco engaged Citi and CF&Co. as co-placement agents for the PIPE Investment. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. and Citi each will receive a cash fee at the Closing equal to approximately $4,296,000 (assuming that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements and excluding certain PIPE Investors who had pre-existing investments in Securitize). These cash fees were paid at the Closing. See Note 10—Subsequent Events for additional information.
Sponsor Support Agreement
On October 27, 2025, the Company entered into the Sponsor Support Agreement with the Sponsor, Pubco and Securitize, as described in Note 1.
Related Party Loans
On June 6, 2024, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the Pre-IPO Note. The Pre-IPO Note was non-interest bearing and was repaid in full upon completion of the Initial Public Offering.
In order to finance transaction costs in connection with the Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor. The Sponsor Loan does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account. As of June 30, 2026 and December 31, 2025, the Company had approximately $943,000 and approximately $397,000, respectively, outstanding under the Sponsor Loan. The Sponsor Loan was subsequently repaid in cash at the Closing. See Note 10—Subsequent Events for additional information.
If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Any Working Capital Loans will be repayable by the Company upon consummation of the Business Combination out of the proceeds of the Trust Account released to the Company; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the lender’s option, all or any portion of the amount outstanding under any Working Capital Loans may be converted into Class A ordinary shares at a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of both June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.
In addition, the Sponsor has agreed to lend the Company up to $3,600,000 pursuant to a promissory note (the “Sponsor Note”) in connection with the consummation of the Business Combination, an extension of time for the Company to consummate the Business Combination or the Company’s liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Note may be converted into Class A ordinary shares at a conversion price of $10.00 per share. If the Company is unable to consummate the Business Combination, the Sponsor Note would be repaid only out of funds held
19
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
outside of the Trust Account. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note. As of both June 30, 2026 and December 31, 2025, the Company had no borrowings under the Sponsor Note. The Sponsor Note was subsequently drawn in part and repaid in full at the Closing. See Note 10—Subsequent Events for additional information.
The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. Accrued but unpaid balances are included in Receivable from related party in the Company’s condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the Company had approximately $71,000 and $0, respectively, as receivable outstanding from the Sponsor. The receivable from the Sponsor was subsequently settled at the Closing. See Note 10—Subsequent Events for additional information.
Administrative Services Agreement
The Company has agreed to pay $10,000 a month to the Sponsor for office space, administrative and shared personnel support services. Services commenced on May 2, 2025, the date the Class A ordinary shares were first listed on the Nasdaq Stock Market, and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. During the three months ended June 30, 2026 and 2025, the Company incurred $30,000 and approximately $19,000, respectively, for these services. During the six months ended June 30, 2026 and 2025, the Company incurred $60,000 and approximately $19,000, respectively, for these services.
Note 5—Commitments and Contingencies
Registration Rights Agreement
Pursuant to a registration rights agreement entered into on May 1, 2025, the holders of Founder Shares (only after conversion of such shares to Class A ordinary shares), the Private Placement Shares and any Class A ordinary shares issued upon conversion of up to $1,750,000 pursuant to the Sponsor Loan, any borrowings under the Working Capital Loans, up to $3,600,000 pursuant to the Sponsor Note and any additional loans are entitled to registration rights. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
CF&Co. was paid a cash underwriting discount of $4,800,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation.
Business Combination Marketing Agreement
The Company has engaged CF&Co. as an advisor in connection with the Business Combination (see Note 4).
M&A Engagement Letter
The Company has engaged CF&Co. as its exclusive financial advisor for the Securitize Business Combination (see Note 4).
PIPE Engagement Letter
The Company has engaged CF&Co. and Citi to provide placement agent services in connection with the PIPE Investment (see Note 4).
Independent Directors Compensation
20
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Commencing on May 1, 2025, the Company compensates its independent directors through cash payments for their services on the Company’s board of directors. As a result, during the three months ended June 30, 2026 and 2025, the Company recognized $25,000 and approximately $8,000, respectively, of compensation expense on its unaudited condensed consolidated statements of operations. During the six months ended June 30, 2026 and 2025, the Company recognized $57,000 and approximately $8,000, respectively, of compensation expense on its unaudited condensed consolidated statements of operations. The corresponding accrued compensation payable recognized on the Company’s consolidated balance sheets was $32,000 and $25,000 as of June 30, 2026 and December 31, 2025, respectively.
Risks and Uncertainties
The Company’s results of operations and its ability to complete the Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s results of operations and its ability to consummate the Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, fluctuations in interest rates, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. Management continues to evaluate the impact of these factors and has concluded that while it is reasonably possible that these factors could have an effect on the Company’s financial position, results of its operations and completion of the Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Note 6—Available-for-Sale Debt Securities
The Company disposed of the available-for-sale debt securities during the three months ended June 30, 2026. As a result of the sale, during the three and six months ended June 30, 2026, the Company recognized a realized loss of approximately $155,000 for each period.
The following table presents the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account as of December 31, 2025:
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||||||||||||||||
U.S. government debt securities(1)(2) | $ | 246,479,306 | $ | 168,746 | $ | (30,699) | $ | 246,617,353 | |||||||||||||||||||||||||||||||||
(1) | Contractual maturities are one year or less. | |||||||
(2) | No debt securities were in an unrealized loss position. | |||||||
The Company did not have any sales of its available-for-sale debt securities during the three and six months ended June 30, 2025.
Note 7—Shareholders’ Deficit
Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. On June 29, 2026, in connection with the Meeting and the Securitize Business Combination, holders of 6,842,508 Class A ordinary shares exercised their right to redeem their shares. See Note 10—Subsequent Events for additional information. As of June 30, 2026, there were 580,000 Class A ordinary shares issued and outstanding, excluding 6,842,508 mandatorily redeemable Class A ordinary shares and 17,157,492 Class A ordinary shares subject to possible redemption. As of December 31, 2025, there were 580,000 Class A ordinary shares issued and outstanding, excluding 24,000,000 Class A ordinary shares subject to possible redemption.
21
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. In November 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor. On June 6, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares. On May 1, 2025, the Company issued 1,000,000 Class B ordinary shares to the Sponsor in a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 6,000,000 shares. Information contained in the unaudited condensed consolidated financial statements has been retroactively adjusted for the surrender and cancellation and capitalization. As of both June 30, 2026 and December 31, 2025, there were 6,000,000 Class B ordinary shares issued and outstanding.
Prior to the consummation of the Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment and removal of directors and be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of the Company approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands). Other than as described above, holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.
The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination or at any time and from time to time at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Class A ordinary shares issued in connection with the conversion of Class B ordinary shares issued prior to the consummation of the Business Combination are subject to the same restrictions as applied to Class B ordinary shares prior to such conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination.
In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).
Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of both June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.
Note 8—Fair Value Measurement on a Recurring Basis
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are:
● | Level 1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets; | |||||||
22
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
● | Level 2 measurements – inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |||||||
● | Level 3 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |||||||
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:
June 30, 2026
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Forward sale securities liability | $ | — | $ | — | $ | 71,839,895 | $ | 71,839,895 | ||||||||||||||||||||||||||||||||||||||||||
Total | $ | — | $ | — | $ | 71,839,895 | $ | 71,839,895 | ||||||||||||||||||||||||||||||||||||||||||
December 31, 2025
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Assets held in Trust Account – U.S. government debt securities | $ | 246,617,353 | $ | — | $ | — | $ | 246,617,353 | ||||||||||||||||||||||||||||||||||||||||||
Total | $ | 246,617,353 | $ | — | $ | — | $ | 246,617,353 | ||||||||||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Forward sale securities liability | $ | — | $ | — | $ | 4,608,560 | $ | 4,608,560 | ||||||||||||||||||||||||||||||||||||||||||
Total | $ | — | $ | — | $ | 4,608,560 | $ | 4,608,560 | ||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2025, Level 1 assets include a direct investment in the U.S. government treasury bills classified as available-for-sale debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
23
CANTOR EQUITY PARTNERS II, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Forward Sale Securities
The forward sale securities to be issued under the PIPE Subscription Agreements were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate purchase price of $225,000,000 pursuant to the PIPE Subscription Agreements is discounted to present value and compared to the fair value of the Class A ordinary shares to be issued pursuant to the PIPE Subscription Agreements. The fair value of the Class A ordinary shares to be issued under the PIPE Subscription Agreements is based on the trading price of the Public Shares. The excess (liability) or deficit (asset) of the fair value of the Class A ordinary shares to be issued compared to the $225,000,000 purchase price is then adjusted by the probability, which is determined based on observed success rates of business combinations for third-party special purpose acquisition companies. The probability input used in the fair value measurement of the forward sale securities liability as of June 30, 2026 also reflects the fact that the Company’s shareholders approved the Securitize Business Combination and the other proposals at the Meeting and the occurrence of the subsequent Closing (as further described in Note 10—Subsequent Events). The probability is the primary unobservable input utilized in determining the fair value of the forward sale securities. Significant changes in this unobservable input may result in significantly lower or higher fair value measurement. As of June 30, 2026 and December 31, 2025, the probability used to derive the fair value of the forward sale securities liability was approximately 93.3% and approximately 12.8%, respectively.
The following table presents the change in the fair value of the forward sale securities liability for the six months ended June 30, 2026:
Forward Sale Securities | ||||||||||||||
Fair value as of December 31, 2025 | $ | (4,608,560) | ||||||||||||
Change in valuation inputs or other assumptions(1) | 1,625,060 | |||||||||||||
Fair value as of March 31, 2026 | $ | (2,983,500) | ||||||||||||
Change in valuation inputs or other assumptions(1) | (68,856,395) | |||||||||||||
Fair value as of June 30, 2026 | $ | (71,839,895) | ||||||||||||
(1) | Changes in valuation inputs or other assumptions are recognized in Change in fair value of forward sale securities in the unaudited condensed consolidated statements of operations. | |||||||
Note 9—Segment Information
The Company has not yet commenced operations, thus all activity for the three and six months ended June 30, 2026 and 2025 relates to the Company’s formation, the Initial Public Offering, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company has identified its Chairman and Chief Executive Officer as the chief operating decision maker (the “CODM”). The Company consists of one reportable segment, because the resource allocation and assessment of performance of the entity’s business activities by the CODM are performed using the entity-wide operating results. The net income (loss) is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess financial performance. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM also reviews interest income and general and administrative expenses included in the net income (loss). The CODM reviews interest income on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy for investing the Trust Account funds while maintaining compliance with the terms of the trust agreement. In addition, the CODM reviews and monitors general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period and to ensure expenses are aligned with the underlying contractual agreements.
24
The Company does not have operating income and therefore, it does not have any operating revenues. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three months ended June 30, 2026 and 2025, the Company earned approximately $2,162,000 and approximately $1,531,000, respectively, of interest income on investments held in the Trust Account. During the six months ended June 30, 2026 and 2025, the Company earned approximately $4,414,000 and approximately $1,531,000, respectively, of interest income on investments held in the Trust Account. The Company’s significant segment expenses were general and administrative expenses, which were approximately $660,000 and approximately $118,000 for the three months ended June 30, 2026 and 2025, respectively, and approximately $2,110,000 and approximately $145,000 for the six months ended June 30, 2026 and 2025, respectively. The other segment expenses for the three months ended June 30, 2026 were the loss from the change in fair value of the forward sale securities, the loss on the sale of available-for-sale debt securities and administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to approximately $68,856,000, approximately $155,000 and $30,000, respectively. The other segment expenses for the six months ended June 30, 2026 were the loss from the change in fair value of the forward sale securities, the loss on the sale of available-for-sale debt securities and administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to approximately $67,231,000, approximately $155,000, and $60,000, respectively. The other segment expenses for the three and six months ended June 30, 2025 were the administrative expenses incurred pursuant to the administrative services agreement with the Sponsor, which amounted to approximately $19,000 for each period. Refer to the Company’s unaudited condensed consolidated statements of operations for additional information.
As of June 30, 2026 and December 31, 2025, the Company had total assets of approximately $250,997,000 and approximately $246,836,000, respectively. See the Company’s consolidated balance sheets for additional information.
Note 10—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that, other than as described below, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.
On July 1, 2026, the Company, Securitize, PubCo, CEPT Merger Sub and Securitize Merger Sub consummated the Closing, whereby (i) the Company merged with and into CEPT Merger Sub and CEPT Merger Sub became the surviving company and wholly-owned subsidiary of PubCo and (ii) Securitize Merger Sub merged with and into Securitize and Securitize became the surviving company and wholly-owned subsidiary of PubCo. On the Closing Date, PubCo changed its name to Securitize Corp.
On July 1, 2026, prior to the Closing, the Company drew approximately $1,026,000 on the Sponsor Note to fund the $0.15 per redeemed share pursuant to the Sponsor Note. This amount was repaid in full at the Closing.
On July 1, 2026, prior to the CEPT Merger, PIPE Investors purchased from the Company an aggregate of 19,782,000 PIPE Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $197,820,000 in cash, pursuant to the PIPE Subscription Agreements.
On July 1, 2026, as a result of the Closing, the Company repaid the Sponsor Loan and settled the Receivable from related party in cash, paid a cash fee of $8,400,000 to CF&Co. for services provided under the Business Combination Marketing Agreement, paid a cash fee of approximately $16,968,000 to CF&Co. for services provided under the M&A Engagement Letter, and paid cash fees of approximately $4,296,000 to CF&Co. and approximately $4,034,000 to Citi for services provided under the PIPE Engagement Letter.
On July 2, 2026, the Company redeemed 6,842,508 Class A ordinary shares for cash at a redemption price of approximately $10.60 per share for an aggregate redemption amount of approximately $72,513,000.
25
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms used but not defined in this Exhibit 99.4 shall have the meanings ascribed to them in the Current Report on Form 8-K/A (“Form 8-K/A”) filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2026 and, if not defined in the Form 8-K/A, capitalized terms used but not defined in this Exhibit 99.4 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 Cantor Equity Partners II, Inc. (“CEPT”) and Securitize, Inc. (“Securitize”) adjusted to give effect to the merger of CEPT with and into Pinecrest Merger Sub, a wholly owned subsidiary of PubCo (“CEPT Merger Sub”), with CEPT Merger Sub surviving as a wholly owned subsidiary of Securitize Holdings, Inc (“PubCo”), and the merger of Senna Merger Sub, Inc., a wholly owned subsidiary of CEPT (“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 Business Combination Agreement among them, dated October 27, 2025 (the “Merger Agreement”), the “Business Combination”). The unaudited pro forma condensed combined financial information has also been adjusted to give effect to the PIPE investment and other 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 June 30, 2026 assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 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 six months ended June 30, 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 in the Form 8-K/A.
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 JUNE 30, 2026
| Securitize, Inc. | CEPT | Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 33,599,243 | $ | 25,000 | $ | 188,607,250 | A | $ | 352,566,531 | ||||||||||||||||||||
| 1,026,376 | B | ||||||||||||||||||||||||||||
| (1,026,376) | B | ||||||||||||||||||||||||||||
| (72,512,934) | D | ||||||||||||||||||||||||||||
| 250,738,091 | C | ||||||||||||||||||||||||||||
| (46,716,028) | F | ||||||||||||||||||||||||||||
| (1,174,091) | P | ||||||||||||||||||||||||||||
| Digital assets from operations | 99,915 | — | — | 99,915 | |||||||||||||||||||||||||
| Digital assets held for investment | 887,928 | — | — | 887,928 | |||||||||||||||||||||||||
| Digital assets receivable | 1,831,093 | — | — | 1,831,093 | |||||||||||||||||||||||||
| Customer escrow funds | 18,106,706 | — | — | 18,106,706 | |||||||||||||||||||||||||
| Investments in available-for-sale marketable securities | 444,058 | — | — | 444,058 | |||||||||||||||||||||||||
| Investments in tokenized assets | 7,651,765 | — | — | 7,651,765 | |||||||||||||||||||||||||
| Accounts receivable, net | 9,120,623 | — | — | 9,120,623 | |||||||||||||||||||||||||
| Accounts receivable, related parties | 460,213 | — | — | 460,213 | |||||||||||||||||||||||||
| Contract assets | 15,122,608 | — | — | 15,122,608 | |||||||||||||||||||||||||
| Receivable from related party | — | 70,586 | (70,586) | P | — | ||||||||||||||||||||||||
| Deferred offering costs | 7,112,971 | — | (7,112,971) | F | — | ||||||||||||||||||||||||
| Prepaid expenses and other current assets | 3,043,115 | 163,723 | (163,723) | H | 3,043,115 | ||||||||||||||||||||||||
| Total current assets | 97,480,238 | 259,309 | 311,595,008 | 409,334,555 | |||||||||||||||||||||||||
| Digital assets receivable, noncurrent | 1,690,610 | — | — | 1,690,610 | |||||||||||||||||||||||||
| Contract assets, noncurrent | 1,081,243 | — | — | 1,081,243 | |||||||||||||||||||||||||
| Notes receivable, related parties | 8,766,201 | — | — | 8,766,201 | |||||||||||||||||||||||||
| Intangible assets, net | 20,130,639 | — | — | 20,130,639 | |||||||||||||||||||||||||
| Goodwill | 26,365,270 | — | — | 26,365,270 | |||||||||||||||||||||||||
| Other noncurrent assets | 601,415 | — | — | 601,415 | |||||||||||||||||||||||||
| Cash held in Trust Account | — | 250,738,091 | (250,738,091) | C | — | ||||||||||||||||||||||||
| Total assets | $ | 156,115,616 | $ | 250,997,400 | $ | 60,856,917 | $ | 467,969,933 | |||||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT | |||||||||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||||||||
| Accounts payable | $ | 693,723 | $ | — | $ | — | $ | 693,723 | |||||||||||||||||||||
| Notes payable, related party | — | 943,494 | (943,494) | P | — | ||||||||||||||||||||||||
| Interest payable | 6,114,314 | — | — | 6,114,314 | |||||||||||||||||||||||||
| Accrued expenses and other current liabilities | 13,749,798 | 2,908,920 | (301,183) | P | 8,180,852 | ||||||||||||||||||||||||
| (2,607,737) | F | ||||||||||||||||||||||||||||
| (5,568,946) | F | ||||||||||||||||||||||||||||
| Deferred revenue | 1,148,727 | — | — | 1,148,727 | |||||||||||||||||||||||||
| Customer escrow funds payable | 18,103,958 | — | — | 18,103,958 | |||||||||||||||||||||||||
| Option prepayment liability | 20,000,000 | — | (20,000,000) | L | — | ||||||||||||||||||||||||
| Total current liabilities | 59,810,520 | 3,852,414 | (29,421,360) | 34,241,574 | |||||||||||||||||||||||||
| Deferred revenue, noncurrent | 993,665 | — | — | 993,665 | |||||||||||||||||||||||||
| Simple agreements for future equity | 16,127,000 | — | (16,127,000) | E | — | ||||||||||||||||||||||||
| Convertible promissory notes payable, net | 74,948,845 | — | (74,948,845) | E | — | ||||||||||||||||||||||||
| Derivative liability | 6,328,000 | — | (6,328,000) | E | — | ||||||||||||||||||||||||
| Option liability | 40,566,000 | — | (40,566,000) | L | — | ||||||||||||||||||||||||
| Deferred tax liability | 342,015 | — | — | 342,015 | |||||||||||||||||||||||||
| Mandatorily redeemable Class A ordinary shares liability | — | 72,512,934 | (72,512,934) | D | — | ||||||||||||||||||||||||
| Forward sale securities liability | — | 71,839,895 | (71,839,895) | A | — | ||||||||||||||||||||||||
| Sponsor note | — | — | 1,026,376 | B | — | ||||||||||||||||||||||||
| (1,026,376) | B | ||||||||||||||||||||||||||||
| Earnout liability | — | — | 63,248,000 | I | 63,248,000 | ||||||||||||||||||||||||
| Sponsor earnout liability | — | — | 19,679,829 | J | 19,679,829 | ||||||||||||||||||||||||
| Total liabilities | $ | 199,116,045 | $ | 148,205,243 | $ | (228,816,205) | $ | 118,505,083 | |||||||||||||||||||||
| Mezzanine equity: | |||||||||||||||||||||||||||||
| J Digital 6 warrants | $ | 1,169,721 | $ | — | $ | — | $ | 1,169,721 | |||||||||||||||||||||
| Series Option redeemable convertible preferred stock | — | — | 60,566,000 | L | — | ||||||||||||||||||||||||
| (60,566,000) | E | ||||||||||||||||||||||||||||
| Series B-4 redeemable convertible preferred stock, 2,089,457 shares authorized, issued and outstanding (preference in liquidation of $45,132,272 for both periods) | 42,348,900 | — | (42,348,900) | E | — | ||||||||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| Series B-3 redeemable convertible preferred stock, 1,219,998 shares authorized, issued and outstanding (preference in liquidation of $21,959,964 for both periods) | 21,969,898 | — | (21,969,898) | E | — | ||||||||||||||||||||||||
| Series B-2 redeemable convertible preferred stock, 2,630,197 shares authorized, issued and outstanding (preference in liquidation of $19,103,384 for both periods) | 24,387,798 | — | (24,387,798) | E | — | ||||||||||||||||||||||||
| Series B-1 redeemable convertible preferred stock, 2,881,387 shares authorized, issued and outstanding (preference in liquidation of $26,159,824 for both periods) | 21,407,747 | — | (21,407,747) | E | — | ||||||||||||||||||||||||
| Series A redeemable convertible preferred stock, 2,999,412 shares authorized, issued and outstanding (preference in liquidation of $14,501,257 for both periods) | 14,700,686 | — | (14,700,686) | E | — | ||||||||||||||||||||||||
| Class A ordinary shares subject to possible redemption | — | 181,825,157 | (2,573,624) | G | — | ||||||||||||||||||||||||
| (179,251,533) | M | ||||||||||||||||||||||||||||
| Total Mezzanine Equity | $ | 125,984,750 | $ | 181,825,157 | $ | (306,640,186) | $ | 1,169,721 | |||||||||||||||||||||
| Stockholders' deficit: | |||||||||||||||||||||||||||||
| Common stock, $0.0001 par value | $ | 870 | $ | — | $ | 1,759 | E | $ | — | ||||||||||||||||||||
| (2,629) | K | ||||||||||||||||||||||||||||
| Class A Common stock, $0.0001 par value | 81 | — | (81) | K | — | ||||||||||||||||||||||||
| Treasury stock, 150,000 shares at cost | (1,599,978) | — | 1,599,978 | K | — | ||||||||||||||||||||||||
| Class A ordinary shares, $0.0001 par value | — | 58 | 1,978 | A | — | ||||||||||||||||||||||||
| 1,716 | M | ||||||||||||||||||||||||||||
| (3,752) | O | ||||||||||||||||||||||||||||
| Class B ordinary shares, $0.0001 par value | — | 600 | (600) | O | — | ||||||||||||||||||||||||
| PubCo Common stock, $0.0001 par value | — | — | 11,975 | K | 16,327 | ||||||||||||||||||||||||
| 4,352 | O | ||||||||||||||||||||||||||||
| Additional paid-in capital | 26,521,873 | — | 282,783,115 | E | 543,403,494 | ||||||||||||||||||||||||
| (20,050,841) | F | ||||||||||||||||||||||||||||
| (30,385,337) | N | ||||||||||||||||||||||||||||
| (63,248,000) | I | ||||||||||||||||||||||||||||
| (19,679,829) | J | ||||||||||||||||||||||||||||
| (392,576) | K | ||||||||||||||||||||||||||||
| 179,249,817 | M | ||||||||||||||||||||||||||||
| 188,605,272 | A | ||||||||||||||||||||||||||||
| Accumulated deficit | (195,124,692) | (79,033,658) | 30,385,337 | N | (195,124,692) | ||||||||||||||||||||||||
| (25,601,475) | F | ||||||||||||||||||||||||||||
| 71,839,895 | A | ||||||||||||||||||||||||||||
| 2,573,624 | G | ||||||||||||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| (163,723) | H | ||||||||||||||||||||||||||||
| Accumulated other comprehensive income | 1,216,667 | — | (1,216,667) | K | — | ||||||||||||||||||||||||
| Total stockholders' deficit | (168,985,179) | (79,033,000) | 596,313,308 | 348,295,129 | |||||||||||||||||||||||||
| Total liabilities, mezzanine equity and stockholders’ deficit | $ | 156,115,616 | $ | 250,997,400 | $ | 60,856,917 | $ | 467,969,933 | |||||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
| Securitize, Inc. | CEPT | Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||||||||
| Revenue | $ | 33,914,311 | $ | — | $ | — | $ | 33,914,311 | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 8,451,012 | — | — | 8,451,012 | |||||||||||||||||||
| Selling, general & administrative | 15,955,352 | 2,109,571 | 2,901,050 | FF | 20,965,973 | ||||||||||||||||||
| Compensation and benefits | 19,648,481 | — | — | 19,648,481 | |||||||||||||||||||
| Provision for expected credit losses | 1,600,587 | — | — | 1,600,587 | |||||||||||||||||||
| Administrative expenses - related party | — | 60,000 | (60,000) | EE | — | ||||||||||||||||||
| Loss on digital assets from operations, net | 369,297 | — | — | 369,297 | |||||||||||||||||||
| Total operating costs and expenses | 46,024,729 | 2,169,571 | 2,841,050 | 51,035,350 | |||||||||||||||||||
| Loss from operations | (12,110,418) | (2,169,571) | (2,841,050) | (17,121,039) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (3,374,490) | — | 3,374,490 | CC | — | ||||||||||||||||||
| Interest income | 413,505 | — | — | 413,505 | |||||||||||||||||||
| Interest income on investments held in Trust Account | — | 4,414,025 | (4,414,025) | AA | — | ||||||||||||||||||
| Change in fair value of forward sale securities | — | (67,231,335) | 67,231,335 | DD | — | ||||||||||||||||||
| Realized loss on sale of available-for-sale debt securities | — | (155,264) | 155,264 | HH | — | ||||||||||||||||||
| Dividend income | 241,033 | — | — | 241,033 | |||||||||||||||||||
| Loss on digital assets held for investment, net | (1,433,082) | — | — | (1,433,082) | |||||||||||||||||||
| Other income, net | 1,735,797 | — | — | 1,735,797 | |||||||||||||||||||
| Change in fair value of simple agreements for future equity | (5,678,000) | — | 5,678,000 | DD | — | ||||||||||||||||||
| Change in fair value of derivative liability | 19,842,000 | — | (19,842,000) | DD | — | ||||||||||||||||||
| Change in fair value of option liability | (29,176,000) | — | 29,176,000 | DD | — | ||||||||||||||||||
| Total other income (expense), net | (17,429,237) | (62,972,574) | 81,359,064 | 957,253 | |||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
| Net income (loss) from continuing operations before income taxes | (29,539,655) | (65,142,145) | 78,518,014 | (16,163,786) | |||||||||||||||||||
| Provision for income taxes | (82,199) | — | — | (82,199) | |||||||||||||||||||
| Income (loss) from continuing operations, net of tax | (29,621,854) | (65,142,145) | 78,518,014 | (16,245,985) | |||||||||||||||||||
| Net income (loss) | (29,621,854) | (65,142,145) | 78,518,014 | (16,245,985) | |||||||||||||||||||
| Net income (loss) from continuing operations attributable to common stockholders | $ | (29,621,854) | $ | (65,142,145) | $ | 78,518,014 | $ | (16,245,985) | |||||||||||||||
| Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted | $ | (3.29) | |||||||||||||||||||||
| Weighted average common stock and Class A common stock shares outstanding - basic and diluted | 8,993,202 | ||||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Class A - Public shares | 23,924,388 | ||||||||||||||||||||||
| Class A - Private placement | 579,998 | ||||||||||||||||||||||
| Class B - Ordinary shares | 5,999,998 | ||||||||||||||||||||||
| Basic and diluted net loss per share | |||||||||||||||||||||||
| Class A - Public shares | $ | (2.14) | |||||||||||||||||||||
| Class A - Private placement | $ | (2.14) | |||||||||||||||||||||
| Class B - Ordinary shares | $ | (2.14) | |||||||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 161,465,685 | ||||||||||||||||||||||
| Net loss from continuing operations per share - basic and Diluted | $ | (0.10) | |||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Foreign currency translation adjustment | 122,285 | — | — | 122,285 | |||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
| Reclassification adjustment for loss included in net loss | — | 155,264 | (155,264) | HH | — | ||||||||||||||||||
| Change in unrealized depreciation of available-for-sale debt securities | — | (293,311) | 293,311 | HH | — | ||||||||||||||||||
| Total other comprehensive income (loss) | 122,285 | (138,047) | 138,047 | 122,285 | |||||||||||||||||||
| Comprehensive income (loss) | $ | (29,499,569) | $ | (65,280,192) | $ | 78,656,061 | $ | (16,123,700) | |||||||||||||||
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 | 15,126,948 | FF | 37,426,211 | ||||||||||||||||||
| Compensation and benefits | 37,176,194 | — | — | 37,176,194 | |||||||||||||||||||
| Acquisition related transaction costs | — | — | 25,601,474 | BB | 25,601,474 | ||||||||||||||||||
| 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 | 40,648,745 | 119,187,099 | |||||||||||||||||||
| Loss from operations | (14,532,960) | (1,853,254) | (40,648,745) | (57,034,959) | |||||||||||||||||||
| 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 | |||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| Net income (loss) from continuing operations before income taxes | (42,043,613) | 17,516 | (13,389,212) | (55,415,309) | |||||||||||||||||||
| Provision for income taxes | (324,550) | — | — | (324,550) | |||||||||||||||||||
| Income (loss) from continuing operations, net of tax | $ | (42,368,163) | $ | 17,516 | $ | (13,389,212) | $ | (55,739,859) | |||||||||||||||
| Net income (loss) | (42,368,163) | 17,516 | (13,389,212) | (55,739,859) | |||||||||||||||||||
| 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 | $ | (13,389,212) | $ | (57,233,398) | |||||||||||||||
| 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 | $ | 0.00 | |||||||||||||||||||||
| Class A - Private placement | $ | 0.00 | |||||||||||||||||||||
| Class B - Ordinary shares | $ | 0.00 | |||||||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 161,465,685 | ||||||||||||||||||||||
| Net loss from continuing operations per share - basic and diluted | $ | (0.35) | |||||||||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| 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 | $ | (13,527,259) | $ | (55,112,457) | |||||||||||||||
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, par value $0.0001 (“Securitize Common Stock”) being converted into shares of PubCo Common Stock in the Securitize Merger, such number of shares of PubCo’s common stock, par value $0.0001 per share (“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 Cantor EP Holdings II, LLC (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, par value $.0001 per share (“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 19,782,000 shares of CEPT Class A ordinary shares, par value $.0001 per share (“CEPT Class A Ordinary Shares”) for a purchase price of $10.00 per share and an aggregate purchase price of approximately $197,820,000, 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.
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) | 74,263,437 | 45.5 | % | ||||||||
| PIPE Investors | 19,782,000 | 12.1 | % | ||||||||
| Pro forma outstanding shares at June 30, 2026 | 163,265,685 | 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 74,263,437 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 June 30, 2026 assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 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.
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 June 30, 2026 are as follows:
A. Represents the issuance of 19,782,000 CEPT Class A ordinary shares for $10.00 per share, for proceeds of $188,607,250, 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 June 30, 2026 Balance Sheet as a Forward sale securities liability of $71,839,895, which was settled through accumulated deficit upon the issuance of the 19,782,000 CEPT Class A ordinary shares.
B. Represents the $1,026,376 in proceeds and subsequent repayment of the Sponsor Note, which was to fund $0.15 per share to each of the 6,842,508 CEPT shares redeemed.
C. Represents the reclassification of the cash held in the Trust Account upon the closing of the Merger to Cash and cash equivalents.
D. 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).
E. Represents the conversion of $16,127,000 of simple agreements for future equity, $81,276,845 of Securitize convertible notes and related derivative liability, $60,566,000 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 L for the exercise of the NHTV Sierra Holdings LLC Option into Series Option preferred stock.
F. Represents transaction costs of CEPT and Securitize in connection with the Business Combination. CEPT’s transaction costs of $28,506,000 include advisory, printing, legal, and accounting fees. Out of the total CEPT transaction costs, $2,904,526 of transaction costs have been incurred, consisting of $2,607,737 of transaction costs accrued and $296,789 paid by CEPT as of June 30, 2026. Therefore, the remaining $28,209,211 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, $7,112,971 of transaction costs have been incurred and recorded as deferred offering costs, consisting of $5,568,946 of transaction costs accrued and $1,532,588 paid by Securitize as of June 30, 2026. Therefore, out of the remaining $18,518,253 transaction costs, $18,506,816 were paid in cash upon the closing of the Business Combination and $11,437 remained 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 were recorded as an expense.
G. Reflects the reversal of the $2,573,624 accrual (the $0.15 per share Sponsor-funded amount previously recorded on 17,157,492 public shares).
H. To derecognize CEPT prepaid insurance and prepaid Nasdaq fee of $121,223 and $42,500, respectively, upon the Closing.
I. 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.
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 I 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.
J. 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 J 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.
K. 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 $81, Securitize accumulated other comprehensive income of $1,216,667, 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.
L. Represents the relief of the Subscription Liability of $20,000,000 and a release of an option liability of $40,566,000 upon the Closing of the Business Combination. The Subscription Liability represents cash provided by the NHTV Sierra Holdings LLC Option (“NHTV Option”) holders for the exercise of the NHTV Option into Securitize Option Preferred Stock, contingent upon the Closing of the Business Combination. Per the NHTV Option agreement, Securitize Option Preferred Stock 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.
M. Represents the reclassification of 17,157,492 Class A CEPT redeemable shares to non-redeemable shares immediately prior to the Closing totaling $179,251,533. 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 D. Of the $179,251,533, $1,716 was allocated to Class A ordinary shares at the $0.0001 par value (17,157,492 shares × $0.0001), with the remaining $179,249,817 credited to additional paid-in capital.
N. Reflects the elimination of CEPT’s historical accumulated deficit through additional paid-in capital of $30,385,337 after recording the following adjustments:
| Accumulated Deficit as of June 30, 2026 | $ | (79,033,658) | |||
| Adjustment A - Forward Sale Securities Liability Settlement | 71,839,895 | ||||
| Adjustment F - CEPT Transaction Costs | (25,601,475) | ||||
| Adjustment G - Reversal of $0.15 per Public Share Accrual | 2,573,624 | ||||
| Adjustment H - De-recognition of CEPT Prepaid Insurance | (163,723) | ||||
| $ | (30,385,337) | ||||
O. Represents the conversion of 37,519,492 and 6,000,000 Class A and Class B CEPT ordinary shares into PubCo Common Stock.
P. 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 $301,183 at the 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 $4,414,025 and $6,479,330 for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively.
BB. Reflects non-recurring transaction costs not reflected in the June 30, 2026 historical unaudited condensed financial statements, nor reflected in the December 31, 2025 historical audited financial statements. Non-recurring transaction costs totaling $28,506,000 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 June 30, 2026, CEPT recorded $2,904,526 of the transaction costs, therefore the adjustment reflects the recognition of the remaining $25,601,474. 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 $3,374,490 for the six months ended June 30, 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 $19,842,000 gain and
a $11,719,000 loss related to the embedded derivatives, a $29,176,000 and $6,431,000 loss related to the option liability and a $5,678,000 and $4,735,000 loss related to the SAFEs for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively. The adjustment also reflects elimination of a $67,231,335 loss for the six months ended June 30, 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 $60,000 and $79,677 during the six months ended June 30, 2026 and during the year ended December 31, 2025, respectively.
FF. Represents the change in share based compensation expense of $2,901,050 and $15,126,948 for the six months ended June 30, 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.
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 elimination of the realized gain of $293,311 and $138,047 for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively, and the elimination of an associated $155,264 reclassification adjustment to other comprehensive income for the six months ended June 30, 2026.
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 Six Months Ended June 30, 2026(1) | For the Year Ended December 31, 2025(1) | ||||||||||
| Numerator: | |||||||||||
| Net loss from continuing operations | $ | (16,245,985) | $ | (55,739,859) | |||||||
| Deemed dividend to preferred stockholders | — | (1,493,539) | |||||||||
| Net loss from continuing operations attributable to common stockholders - basic and diluted | $ | (16,245,985) | $ | (57,233,398) | |||||||
| Denominator: | |||||||||||
| Weighted average shares outstanding - basic and diluted | 161,465,685 | 161,465,685 | |||||||||
| Net loss from continuing operations per share: | |||||||||||
| Basic and diluted | $ | (0.10) | $ | (0.35) | |||||||
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. | |||||||||||