SECZ 8-K
Securitize Corp. (SECZ)
8-K
2026-08-12
For: 2026-08-12
View Original
Added on
August 13, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 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
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 12, 2026, Securitize Corp., a Delaware corporation (the “Company”), issued a press release announcing the financial results for Securitize I, Inc. (f/k/a Securitize, Inc.) for the second quarter ended June 30, 2026, achieved prior to the completion of the companies’ business combination with Cantor Equity Partners II, Inc., which occurred on July 1, 2026.
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SECURITIZE CORP. | ||||||||
| Dated: August 12, 2026 | By: | /s/ Francisco Flores | ||||||
| Name: | Francisco Flores | |||||||
| Title: | Chief Financial Officer | |||||||
Securitize Reports Second Quarter 2026 Results
MIAMI, August 12, 2026 — Securitize Corp.(1) (“Securitize” or the “Company”) (NYSE: SECZ), the leader in tokenized assets, today announced financial results for the second quarter of 2026, which ended June 30, 2026.
“On July 2nd, shortly after quarter-end, we began trading on the New York Stock Exchange, becoming the first tokenization company to go public,” said Carlos Domingo, Chairman and CEO of Securitize. “This milestone, combined with our continued leadership in the industry, will serve to strengthen our value proposition and financial position while supporting investments to enhance our suite of tokenization-related products and services for our customers. Simultaneously with our listing, we brought our own common stock onchain, becoming the largest tokenized equity in the industry and the first to do so in the U.S. on its first day of public trading. This demonstrates the model we are building for other public companies under existing regulations.”
Domingo continued: “In the second quarter, Securitize continued to lead the tokenization industry as the largest platform by tokenized assets, showing how years of investment across regulation, technology and institutional infrastructure have come to fruition. We established landmark relationships with Computershare and Continental to advance issuer-sponsored tokenized equities on the back of our earlier partnership announcement with NYSE for 24/7 trading of tokenized stocks, expanded our broker-dealer capabilities, and continued to build the liquidity, collateral and settlement infrastructure required for tokenized assets to function across global capital markets."
Domingo concluded: “With approximately $5.0 billion in assets now managed onchain and more than seven assets each with $100 million or more in AUM – more than any other platform – and a strengthened balance sheet, we believe we are very well positioned to lead the next stage of institutional tokenization growth.”
Second Quarter 2026 Financial Highlights
●Record average tokenized AUM(2) in 2Q26 of $4.3 billion, up 16%, with total AUM(2) of $4.3 billion as of June 30, 2026, up 9%
●Total Revenue of $14.4 million, down 5% versus the prior-year period
●Net loss of $21.7 million, with a net loss per diluted share of $2.37
●Adjusted EBITDA(3) loss of $5.5 million, versus positive Adjusted EBITDA of $1.8 million in the prior-year period
●Aggregate Transaction Volume(4) of $5.3 billion during the second quarter of 2026, up 147%
●663 active funds were being serviced by Securitize Fund Services as of June 30, 2026
●Securitize Fund Services total AUA(5) of $24.3 billion as of June 30, 2026, down approximately 20%
Percentage comparisons throughout this press release are calculated for the second quarter 2026 versus the second quarter of 2025, unless otherwise specified.
Second Quarter 2026 Business Highlights
Leading transfer agents Computershare and Continental Stock Transfer & Trust selected Securitize for tokenization: Securitize partnered with the world’s largest and third-largest transfer agents to support issuer-sponsored tokenized shares for U.S. public companies. These relationships build on Securitize's NYSE partnership announced in late 1Q26 to help them deliver a digital trading platform for tokenized equities, acting as a design partner, transfer agent, and broker-dealer. Under this model, tokenized shares remain connected to the issuer’s official shareholder register, corporate actions and existing transfer-agent infrastructure. The relationships create opportunities for Securitize to support public companies, IPO candidates, and SPAC issuers exploring tokenization strategies.
Announced a tokenized-equities collaboration with Jump Trading and Jupiter: The collaboration combines Securitize’s regulated ownership and execution infrastructure with Jump’s institutional liquidity capabilities and Jupiter’s distribution interface. Together, the companies are developing infrastructure to support regulated public equities trading and accessing liquidity onchain.
Received FINRA approval for expanded broker-dealer capabilities: During the second quarter, Securitize Markets received FINRA approval to custody tokenized securities, enabling atomic settlement between tokenized securities and stablecoins. The approval also allows Securitize Markets to participate in underwriting and selling groups for initial and secondary offerings, expanding Securitize’s capabilities across issuance, ownership records, distribution, trading, custody and settlement.
Partnered with Cantor Fitzgerald & Co. to enable onchain IPOs and follow-on offerings for public companies: Entered into shortly after 2Q26, the partnership builds on the recently approved expanded capabilities for Securitize Markets to become part of IPOs and follow-on offerings using blockchain-based infrastructure to tokenize securities. By expanding the application of tokenization beyond secondary market trading, Securitize and Cantor will enable public companies to raise capital and issue securities onchain and gain access to the benefits of blockchain-based infrastructure, including enhanced transparency, improved operational efficiency, modernized ownership records, and a global onchain investor base, while still operating within the established capital markets framework of traditional public offerings.
Securitize was chosen as the tokenization partner of Atlas Capital to launch USAFi under Dubai’s VARA framework: This product is economist Dr. Nouriel Roubini’s first move into the blockchain and the first project for Securitize to issue an asset under Dubai’s VARA Asset Reference Virtual Asset Rulebook. USAFi is a digital security backed by the Atlas America Fund, an SEC-registered, actively managed ETF (NASDAQ: USAF) with reserve assets custodied at BNY. It is designed to let regulated, institutional-grade collateral trade with 24/7 accessibility and portability.
Securitize Fund Services and Upshift Partner to deliver institutional-grade reporting for onchain vaults: As the onchain economy continues to grow, vaults are becoming one of the main access points for onchain yield; Securitize Fund Services partnered with Upshift (an institutional-grade onchain yield platform) to add independent, audit-ready reporting, investor-level allocation transparency, performance validation, and reconciliation for onchain vaults. This brings traditional fund administration standards to DeFi-style vault infrastructure.
Grew tokenized assets, institutional products and onchain finance integrations: Securitize added approximately $1 billion in AUM during the second quarter, recovering from crypto-driven declines over the prior two quarters. Average AUM was up 16% YoY, with more than seven assets crossing the $100 million AUM mark. Securitize continues to be the largest tokenization platform and the only one above $4 billion in AUM. BlackRock’s BUIDL became available as yield-bearing collateral through a framework involving OKX and Standard Chartered, extending its use into institutional trading and collateral-management workflows. Securitize also expanded the Securitize Tokenized AAA CLO Fund (STAC) to include Solana, followed by Ethena Labs' USDe $250 million allocation to the fund. The Company further expanded its multichain infrastructure through an integration with TRON, the second-largest stablecoin blockchain, to continue enhancing the distribution of tokenized assets.
Key leadership and Board roles filled: During the second quarter, Securitize(6) appointed Brett Redfearn as President and a member of the Board of Directors. Redfearn, the former director of the SEC’s Division of Trading and Markets, joined Securitize to help lead its next stage of growth. His appointment strengthens the Company’s expertise across market structure, regulation, and institutional capital markets. Additionally, Securitize(6) appointed Sunil Sabharwal to its Board of Directors. Sabharwal has broad and deep experience across payments, financial infrastructure, international markets, and public policy. His appointment further strengthens the oversight of the Company’s governance as a public company.
Second Quarter 2026 Financial Results
Francisco Flores, Chief Financial Officer, commented: “We continued to make solid progress on our financial goals in the second quarter, reporting total revenue of $14.4 million. While our quarterly revenue can be volatile at this stage of Securitize’s growth, we remain focused on driving top-line growth by making the necessary investments to expand our businesses, strengthen our capabilities, and capitalize on the opportunities ahead. As we scale as a public company, given the underlying operating leverage we see in the business, delivering positive adjusted EBITDA will remain an important near-term goal. Importantly, we closed the business combination one day after quarter-end, leaving Securitize in a strong liquidity position – with approximately $350 million in cash and no debt on our balance sheet – as we entered the third quarter.”
Securitize will host a conference call tomorrow, August 13, 2026, at 8:30 a.m. (ET) to present second-quarter 2026 financial results. The general public can access the conference call by dialing the following numbers: +1(833) 461-5787 or +1(626) 884-3620 (for North American callers). For international callers, please find your local dial-in information here: https://help.events.q4inc.com/eahc/international-dial-in-numbers. The participant passcode for all callers is 815 954 037.
The live audio webcast and presentation slides will be available on the Company's investor relations website, https://investors.securitize.io/events-and-presentations/. A replay and transcript of the webcast will be available shortly after the event.
SECURITIZE, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||||||||||||||||||||||||
| (Unaudited) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | YoY Change | 2026 | 2025 | YoY Change | ||||||||||||||||||||||||||||||
| Revenue | $14,435,845 | $15,262,176 | (5)% | $33,914,311 | $29,296,195 | 16% | |||||||||||||||||||||||||||||
| Tokenization | $7,839,139 | $8,874,393 | (12)% | $18,974,344 | $20,136,056 | (6)% | |||||||||||||||||||||||||||||
| Asset Servicing | $6,596,706 | $6,387,783 | 3% | $14,939,967 | $9,160,139 | 63% | |||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||||||||
| Cost of revenue (exclusive of items shown below) | 3,981,122 | 3,532,624 | 13% | 8,451,012 | 5,279,281 | 60% | |||||||||||||||||||||||||||||
| Selling, general & administrative | 8,217,259 | 3,523,906 | 133% | 15,955,352 | 6,845,087 | 133% | |||||||||||||||||||||||||||||
| Compensation and benefits | 10,547,883 | 8,031,538 | 31% | 19,648,481 | 20,005,074 | (2)% | |||||||||||||||||||||||||||||
| Provision for expected credit losses | 1,315,134 | 111,885 | 1,075% | 1,600,587 | 186,273 | 759% | |||||||||||||||||||||||||||||
| Loss on digital assets from operations, net | 82,705 | 259,910 | (68)% | 369,297 | 1,110,570 | (67)% | |||||||||||||||||||||||||||||
| Total operating costs and expenses | 24,144,103 | 15,459,863 | 56% | 46,024,729 | 33,426,285 | 38% | |||||||||||||||||||||||||||||
| Loss from operations | (9,708,258) | (197,687) | 4,811% | (12,110,418) | (4,130,090) | 193% | |||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest expense | (1,105,915) | (1,389,167) | (20)% | (3,374,490) | (2,840,058) | 19% | |||||||||||||||||||||||||||||
| Interest income | 176,391 | 347,802 | (49)% | 413,505 | 515,293 | (20)% | |||||||||||||||||||||||||||||
| Dividend income | 87,581 | 43,313 | 102% | 241,033 | 85,147 | 183% | |||||||||||||||||||||||||||||
| Loss on digital assets held for investment, net | (512,615) | — | n/m | (1,433,082) | — | n/m | |||||||||||||||||||||||||||||
| Other income (expense), net | 1,145,805 | (148,833) | 870% | 1,735,797 | 431,677 | 302% | |||||||||||||||||||||||||||||
| Change in fair value of option liability | (29,266,000) | (977,000) | (2,895)% | (29,176,000) | (487,000) | (5,891)% | |||||||||||||||||||||||||||||
| Change in fair value of simple agreements for future equity | (4,310,000) | (383,000) | (1,025)% | (5,678,000) | (449,000) | (1,165)% | |||||||||||||||||||||||||||||
| Change in fair value of derivative liability | 21,843,000 | (2,754,000) | 893% | 19,842,000 | (3,044,000) | 752% | |||||||||||||||||||||||||||||
| Total other expense, net | (11,941,753) | (5,260,885) | 127% | (17,429,237) | (5,787,941) | 201% | |||||||||||||||||||||||||||||
| Net loss from continuing operations before income taxes | (21,650,011) | (5,458,572) | 297% | (29,539,655) | (9,918,031) | 198% | |||||||||||||||||||||||||||||
| Provision for income taxes | (39,191) | (80,216) | (51)% | (82,199) | (162,275) | (49)% | |||||||||||||||||||||||||||||
| Net loss from continuing operations | $(21,689,202) | $(5,538,788) | 292% | $(29,621,854) | $(10,080,306) | 194% | |||||||||||||||||||||||||||||
| Net loss from discontinued operations | — | (607,515) | (100)% | — | (1,190,854) | (100)% | |||||||||||||||||||||||||||||
| Net loss | $(21,689,202) | $(6,146,303) | 253% | $(29,621,854) | $(11,271,160) | 163% | |||||||||||||||||||||||||||||
| Deemed dividend to preferred stockholders | — | — | — | (1,493,539) | (100)% | ||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $(21,689,202) | $(6,146,303) | 253% | $(29,621,854) | $(12,764,699) | 132% | |||||||||||||||||||||||||||||
| Net loss per share of common stock and Class A common stock - basic and diluted | $(2.37) | $(0.72) | 231% | $(3.29) | $(1.48) | 122% | |||||||||||||||||||||||||||||
| Net loss from continuing operations per share of common stock and Class A common stock - basic and diluted | $(2.37) | $(0.65) | 267% | $(3.29) | $(1.34) | 145% | |||||||||||||||||||||||||||||
| Net loss from discontinued operations per share of common stock and Class A common stock - basic and diluted | $— | $(0.07) | (100)% | $— | $(0.14) | (100)% | |||||||||||||||||||||||||||||
| Weighted average common stock and Class A common stock shares outstanding - basic and diluted | 9,139,723 | 8,570,963 | 7% | 8,993,202 | 8,616,139 | 4% | |||||||||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | 72,399 | 260,059 | (72)% | 122,285 | 333,287 | (63)% | |||||||||||||||||||||||||||||
| Total other comprehensive income | 72,399 | 260,059 | (72)% | 122,285 | 333,287 | (63)% | |||||||||||||||||||||||||||||
| Comprehensive loss | $(21,616,803) | $(5,886,244) | 267% | $(29,499,569) | $(10,937,873) | 170% | |||||||||||||||||||||||||||||
| SECURITIZE, INC. AND SUBSIDIARIES | |||||||||||
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||
| (Unaudited) | 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 | |||||||
| Digital asset borrowings | — | 101,109 | |||||||||
| Obligation to return collateral | — | 1,722,665 | |||||||||
| Accrued expenses and other current liabilities | 13,749,798 | 4,273,592 | |||||||||
| Interest payable | 6,114,314 | 5,096,492 | |||||||||
| Customer escrow funds payable | 18,103,958 | 44,187,723 | |||||||||
| Deferred revenue | 1,148,727 | 5,154,656 | |||||||||
| 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 | |||||||||
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 | |||||||
| SECURITIZE, INC. AND SUBSIDIARIES | ||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| (Unaudited) | 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) | ||||||||||||
| 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 | ||||||||||||
The following tables reconcile Adjusted EBITDA to Net loss from continuing operations, its most closely comparable GAAP financial measure, for the three and six months ended June 30, 2026 and 2025:
Reconciliation of GAAP to Non-GAAP Results
| 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 | |||||||
(1) The financial results herein are for Securitize I, Inc. (f/k/a Securitize, Inc.) and were achieved prior to the completion of the companies’ business combination with Cantor Equity Partners II, Inc., which occurred on July 1, 2026. As part of that business combination, Securitize, Inc. was renamed as Securitize I, Inc. and became a wholly owned subsidiary of Securitize Corp.
(2) AUM refers to Tokenized Assets Under Management.
(3) Adjusted EBITDA is a non-GAAP financial metric. Securitize generally reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that the evaluation of its ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA represents net loss from continuing operations adjusted for the items detailed in the reconciliation tables included in this release. Securitize believes that the use of Adjusted EBITDA provides an additional meaningful method of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, net loss or other measures of financial performance prepared in accordance with GAAP. Other companies, including companies in Securitize's industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, which reduces the usefulness of Adjusted EBITDA as a comparative measure. In addition, Adjusted EBITDA excludes changes in the fair value of simple agreements for future equity, derivative liabilities, and option liabilities, which have been significant to Securitize’s results of operations in the periods presented.
(3) Adjusted EBITDA is a non-GAAP financial metric. Securitize generally reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that the evaluation of its ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA represents net loss from continuing operations adjusted for the items detailed in the reconciliation tables included in this release. Securitize believes that the use of Adjusted EBITDA provides an additional meaningful method of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, net loss or other measures of financial performance prepared in accordance with GAAP. Other companies, including companies in Securitize's industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, which reduces the usefulness of Adjusted EBITDA as a comparative measure. In addition, Adjusted EBITDA excludes changes in the fair value of simple agreements for future equity, derivative liabilities, and option liabilities, which have been significant to Securitize’s results of operations in the periods presented.
(4) Aggregate Transaction Volume represents aggregate volume of investments, redemptions, dividends, and cross chain movements of assets issued by Securitize’s platform.
(5) AUA refers to Assets Under Administration.
(6) Board appointments of Redfearn and Sabharwal were made by Securitize, Inc. Following the business combination referred to above in note (1), both Redfearn and Sabharwal were subsequently appointed to the Board of Directors of Securitize Corp.
About Securitize
Securitize, the world’s leader in tokenizing real-world assets with approximately $5B of AUM (as of July 2026), is bringing the world onchain through tokenized funds in partnership with top-tier asset managers, such as Apollo, BlackRock, BNY, Hamilton Lane, KKR, VanEck and others.
Securitize, the world’s leader in tokenizing real-world assets with approximately $5B of AUM (as of July 2026), is bringing the world onchain through tokenized funds in partnership with top-tier asset managers, such as Apollo, BlackRock, BNY, Hamilton Lane, KKR, VanEck and others.
In the U.S., Securitize operates through its affiliates, including Securitize Markets, LLC, an SEC-registered broker-dealer and member FINRA/SIPC that operates an SEC-regulated Alternative Trading System (ATS); Securitize Transfer Agent, LLC, an SEC-registered transfer agent; Securitize Capital LLC, an SEC-registered investment adviser; and Securitize Fund Services, LLC, which provides fund administration and digital asset reporting services. In Europe, Securitize operates through its affiliate Securitize Europe Brokerage and Markets, S.A., which is fully authorized as an Investment Firm and operates a Trading & Settlement System (TSS) under the EU DLT Pilot Regime, making Securitize the only company licensed to operate regulated digital-securities infrastructure across both the U.S. and EU. Securitize has also been recognized as a 2026 Forbes Top 50 Fintech company.
For more information, please visit:
Website | X/Twitter | LinkedIn
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements regarding Securitize Corp.’s (“Securitize”) future results of operations and financial position, business strategy, and plans and objectives of management for future operations, are forward-looking statements.
Forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These statements are based on management's current expectations and assumptions and are subject to risks and uncertainties.
Many factors could cause actual results to differ materially from those described in these forward-looking statements, including, but not limited to: regulatory developments relating to digital assets and tokenization; market volatility; competition; and those risks factors described in the filings of Securitize Corp.
Forward-looking statements speak only as of the date they are made. Securitize Corp. does not undertake any obligation to update or revise any forward-looking statements, except as required by law.
Securitize Contacts:
Press:
Tom Murphy
[email protected]
[email protected]
Investor Relations:
Sam Ross
[email protected]
[email protected]
Source: Securitize (NYSE: SECZ)
XNYS:SECZ