Cantor Equity Partners II, Inc.

Cantor Equity Partners II, Inc. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on November 11, 2020, with the sole purpose of effecting a Business Combination ¹. The Company's search for target businesses has focused on the financial services, digital assets, healthcare, real estate services, technology, and software industries ². The Company is an early-stage and emerging growth company with no operating history or revenue generation to date, other than non-operating income from investments ³.

The core business model of Cantor Equity Partners II, Inc. is to identify and acquire a suitable target company, thereby taking the target public through a Business Combination. The Company generates non-operating income from interest earned on funds held in a Trust Account, which are primarily invested in U.S. government securities ⁴. The primary customer segments are not applicable as the Company is a SPAC focused on an acquisition. The Company's strategy leverages the expertise and network of its management team and affiliates, including Cantor Fitzgerald, L.P., which specializes in financial and real estate services and holds controlling interests in BGC Group, Inc. and Newmark Group, Inc. ⁵.

On October 27, 2025, the Company entered into a Business Combination Agreement with Securitize, Inc. ("Securitize"), Securitize Holdings, Inc. ("Pubco"), CEPT Merger Sub, and Securitize Merger Sub ⁶. This transaction, referred to as the "Securitize Business Combination," will result in the Company merging into CEPT Merger Sub, and Securitize merging into Securitize Merger Sub, with both becoming wholly-owned subsidiaries of Pubco, and Pubco becoming a publicly traded company ⁷.

For the fiscal year ended December 31, 2025, the Company reported net income of approximately $17,516 ⁸. This was primarily driven by approximately $6,479,330 ⁹ in interest income on investments held in the Trust Account, partially offset by a loss of approximately $4,608,560 ¹⁰ from the change in fair value of forward sale securities, approximately $1,773,577 ¹¹ in general and administrative expenses, and approximately $79,677 ¹² in administrative expenses paid to a related party. In contrast, for the year ended December 31, 2024, the Company reported a net loss of approximately $70,682 ¹³, consisting entirely of general and administrative expenses ¹⁴. The Company's cash balance in its operating account was $25,000 ¹⁵ as of December 31, 2025, compared to $0 ¹⁶ as of December 31, 2024. The working capital deficit increased from approximately $174,000 ¹⁷ in 2024 to approximately $1,472,000 ¹⁸ in 2025. Total assets as of December 31, 2025, were approximately $246,836,100 ¹⁹, significantly higher than approximately $106,544 ²⁰ in 2024, primarily due to available-for-sale debt securities held in the Trust Account valued at $246,617,353 ²¹. Total liabilities as of December 31, 2025, were approximately $6,250,817 ²², including a forward sale securities liability of $4,608,560 ²³.

The year-over-year comparison highlights the Company's transition from a pre-IPO entity in 2024 to a publicly traded SPAC in 2025, marked by the consummation of its Initial Public Offering on May 5, 2025, which generated gross proceeds of $240,000,000 ²⁴. Simultaneously, the Company sold 580,000 Class A ordinary shares to the Sponsor in a private placement for gross proceeds of $5,800,000 ²⁵. The significant increase in interest income and total assets in 2025 reflects the deployment of these proceeds into the Trust Account, which held $240,000,000 ²⁶ from the IPO and private placement. The redemption value for Public Shares as of December 31, 2025, was $10.43 per share ²⁷, inclusive of $0.15 per redeemed share to be funded by the Sponsor Note ²⁸.

A significant operational development during the period was the entry into the Business Combination Agreement with Securitize on October 27, 2025 ²⁹. In connection with this, the Company, Pubco, and Securitize entered into PIPE Subscription Agreements with certain investors to purchase 22,500,000 Class A ordinary shares at $10.00 per share ³⁰, for an aggregate purchase price of $225,000,000 ³¹. The Sponsor also agreed to surrender up to 30% of its Class B ordinary shares immediately prior to the CEPT Merger, subject to a formula based on redemptions and PIPE Investment proceeds exceeding $100,000,000 ³².

Management believes the Company will have sufficient working capital and borrowing capacity from the Sponsor or its affiliates to meet its needs through the earlier of the consummation of the Business Combination or one year from the date of this Report ³³. These funds are intended for paying existing accounts payable and consummating the Securitize Business Combination ³⁴. The Company has until May 5, 2027, to complete the Business Combination ³⁵.

The primary growth area for the Company is the successful completion of the Securitize Business Combination, which will result in Pubco becoming a publicly traded company with CEPT Merger Sub and Securitize as wholly-owned subsidiaries ³⁶. The PIPE Investment, totaling $225,000,000 ³⁷ from the purchase of 22,500,000 Class A ordinary shares at $10.00 per share ³⁸, is a key component of the financing for this transaction. The Sponsor has also committed to loan the Company up to $1,750,000 ³⁹ through the Sponsor Loan to fund expenses related to investigating and selecting a target business and other working capital requirements, of which approximately $397,000 ⁴⁰ has been drawn as of December 31, 2025. Additionally, the Sponsor has agreed to lend up to $3,600,000 ⁴¹ via the Sponsor Note to add $0.15 per Public Share ⁴² to the Trust Account for redeemed shares in connection with a Redemption Event.

Regarding operational outlook, the Company is currently a blank check company with no operating revenues and will not generate any until after the completion of the Business Combination ⁴³. The Company's expenses include general and administrative costs, which were approximately $1,773,577 ⁴⁴ for the year ended December 31, 2025, and administrative expenses paid to the Sponsor of approximately $79,677 ⁴⁵ for the same period. The Company's liquidity needs are currently met through Sponsor contributions and loans, with a working capital deficit of approximately $1,472,000 ⁴⁶ as of December 31, 2025.

Planned capital allocation includes the use of cash remaining in the Trust Account, net proceeds from the sale of securities in connection with the Business Combination, shares issued to target owners, and proceeds from debt, or a combination thereof, to effectuate the Business Combination ⁴⁷. The Company may also seek additional financing through private offerings of debt or equity securities, which could cause material dilution to Public Shareholders ⁴⁸. The Company has engaged CF&Co. as an exclusive financial advisor for the Securitize Business Combination, with a cash fee at closing equal to 1.0% of the Securitize Equity Value and up to an additional 0.5% of the Securitize Equity Value, reduced proportionally by Public Shares redeemed ⁴⁹. CF&Co. and Citi will also each receive a cash fee of approximately $4,296,000 ⁵⁰ as co-placement agents for the PIPE Investment.

Structural headwinds and execution risks include the possibility that the Company may not be able to complete the Securitize Business Combination or another suitable Business Combination within the Combination Period ending May 5, 2027 ⁵¹. The 2024 SPAC Rules, which became effective on July 1, 2024, may materially affect the Company's ability to negotiate and complete the Business Combination and may increase associated costs and time ⁵². Geopolitical instability, such as military conflicts in Ukraine and the Middle East, and other disruptions to capital markets, including inflation, could adversely affect the Company's ability to consummate the Business Combination ⁵³. There is also increased competition for attractive targets due to the rising number of SPACs, which could raise acquisition costs or prevent the Company from finding a suitable target ⁵⁴.

The Company faces several material risks, including the fundamental risk of being a blank check company with no operating history or revenue, and thus no basis to evaluate its ability to select a suitable target business for a Business Combination ⁵⁵. There is no assurance that the Securitize Business Combination, or any other Business Combination, will be successfully completed within the Combination Period ending May 5, 2027 ⁵⁶. Management's expectations regarding the performance of a prospective target business, such as Securitize, may not be realized ⁵⁷. Conflicts of interest may arise due to officers and directors allocating their time to other businesses or having financial interests in the Sponsor, which could incentivize them to complete a transaction even if it is unprofitable for Public Shareholders ⁵⁸. The funds in the Trust Account may not be fully protected against third-party claims or bankruptcy, potentially reducing the per-share redemption amount below $10.43 ⁵⁹. The nominal purchase price paid by the Sponsor for Founder Shares (approximately $0.004 per share) ⁶⁰ could lead to significant dilution for Public Shareholders and substantial profit for the Sponsor, even if the Public Shares' trading price declines post-Business Combination ⁶¹. Regulatory changes, such as the 2024 SPAC Rules, may increase the complexity, costs, and time required for a Business Combination ⁶². Geopolitical instability and economic downturns, including inflation, could negatively impact the financial markets and potential target companies, hindering the Company's ability to complete an acquisition ⁶³.

Management's message emphasizes the Company's focus on completing the Securitize Business Combination, leveraging the extensive experience of its management team and affiliates in sourcing, structuring, and executing business combinations, particularly within the financial services, digital assets, healthcare, real estate services, technology, and software industries. The Company's structure as a public entity is presented as an attractive alternative to a traditional IPO for target businesses, offering greater access to capital and improved management incentives. Management explicitly states that they believe the Company will have sufficient working capital and borrowing capacity from the Sponsor to meet its needs through the earlier of the consummation of the Business Combination or one year from the date of this Report ⁶⁴, with these funds primarily allocated to existing accounts payable and the Securitize Business Combination ⁶⁵. A key strategic priority is the successful closing of the Securitize Business Combination, which involves a PIPE Investment of $225,000,000 ⁶⁶ and the Sponsor's agreement to surrender up to 30% of its Class B ordinary shares ⁶⁷ and 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 ⁶⁸. Another priority is managing the Company's financial position to ensure adequate liquidity for the Business Combination, including the Sponsor's commitment to loan up to $1,750,000 ⁶⁹ for working capital and up to $3,600,000 ⁷⁰ via the Sponsor Note to support redemptions at $0.15 per Public Share ⁷¹.