Securitize Completes SPAC Merger with Cantor Equity Partners II — Lists on NYSE as "SECZ" at $1.25B Valuation

On July 1, 2026, Securitize Corp. completed its business combination with Cantor Equity Partners II, Inc. (CEPT), a special purpose acquisition company. Securitize's shares began trading on the New York Stock Exchange under the ticker symbol "SECZ" on July 2, 2026. The transaction valued Securitize at $1.25 billion, with approximately $400 million in gross proceeds expected from the deal.

Parties: Securitize Corp. / Cantor Equity Partners II, Inc. (SPAC)

Sector: Fintech, tokenized securities, digital asset infrastructure, blockchain-based capital markets

Valuation: $1.25 billion

Gross proceeds: ~$400 million

Status: Business combination closed July 1, 2026. NYSE trading under "SECZ" commenced July 2, 2026.

Securitize operates at the intersection of traditional capital markets infrastructure and blockchain technology. The company holds multiple SEC-registered licenses:

• SEC-registered broker-dealer: Allows Securitize to facilitate securities transactions
• SEC-registered transfer agent: Manages the official record of securities ownership
• Alternative Trading System (ATS) operator: Operates a regulated marketplace for trading tokenized securities

This regulatory footprint distinguishes Securitize from unregistered crypto platforms. The company's core business is enabling the issuance, management, and trading of tokenized securities — traditional financial instruments (equity, debt, fund interests) represented as digital tokens on a blockchain, but subject to full SEC regulation.

A Special Purpose Acquisition Company (SPAC) is a shell company that raises capital through an IPO with the stated purpose of acquiring a private operating company. The SPAC's IPO proceeds are held in trust until a target is identified and a business combination is approved by SPAC shareholders.

The Securitize / Cantor Equity Partners II transaction followed the standard SPAC business combination process:

1. Letter of Intent / Merger Agreement: Securitize and CEPT agreed to terms, including the $1.25B valuation and deal structure
2. SEC filings: CEPT filed a proxy statement / prospectus (Form S-4 or proxy on Form DEFM14A) with the SEC, disclosing full details of the proposed combination
3. SPAC shareholder vote: CEPT shareholders voted to approve the business combination
4. Redemption: SPAC shareholders who did not wish to participate could redeem their shares for their pro-rata share of the trust (typically ~$10 per share)
5. Closing: The business combination closed July 1, 2026
6. NYSE listing: Securitize shares began trading as "SECZ" on July 2, 2026

SPAC transactions frequently include a Private Investment in Public Equity (PIPE) component — a concurrent private placement of shares to institutional investors at the time of the business combination. PIPE financing serves to offset redemptions (SPAC shareholders who cash out) and ensure the combined company has sufficient capital post-closing.

The ~$400 million gross proceeds figure for the Securitize transaction likely reflects a combination of SPAC trust proceeds (net of redemptions) and PIPE proceeds.

One of the most closely watched metrics in SPAC transactions is the redemption rate — the percentage of SPAC shareholders who elect to redeem their shares rather than participate in the combined company. High redemption rates have been a persistent challenge in the SPAC market since 2022, often leaving combined companies with less capital than anticipated.

The Securitize transaction's ~$400M gross proceeds figure, relative to the $1.25B valuation, suggests the deal was structured to accommodate meaningful redemptions while still providing adequate capital for the combined company's growth plans.

The Securitize SPAC merger is notable not just as a capital markets transaction, but as a signal about the regulatory trajectory of tokenized securities in the United States.

Securitize's business model — operating SEC-registered infrastructure for tokenized securities — represents a fundamentally different approach from the unregistered token issuances that characterized the 2017–2021 crypto boom. By operating as a registered broker-dealer, transfer agent, and ATS, Securitize subjects itself to full SEC oversight, including:

• Regulation ATS: Governs the operation of alternative trading systems
• Broker-dealer net capital rules: Requires maintaining minimum liquid capital
• Customer protection rules: Segregation of customer assets
• Books and records requirements: Comprehensive recordkeeping obligations
• Anti-money laundering (AML) and Know Your Customer (KYC): Full BSA compliance

In a tokenized equity structure, traditional shares are represented as digital tokens on a blockchain. The legal ownership of the underlying securities remains governed by traditional securities law (the UCC, state corporate law, SEC regulations), while the blockchain serves as an additional layer of recordkeeping and transfer mechanism.

Key legal considerations for tokenized equity include:

• Securities law compliance: Tokenized securities are securities — they must be registered under the Securities Act or qualify for an exemption
• Transfer restrictions: Tokens representing restricted securities must have technical controls preventing unauthorized transfers
• Beneficial ownership tracking: The transfer agent (Securitize, in this case) maintains the official ownership record; the blockchain record must be reconciled with the official register
• Voting and corporate actions: Mechanisms for exercising voting rights and receiving dividends through tokenized holdings must be legally sound

For private companies considering a U.S. public listing, the SPAC route offers certain advantages over a traditional IPO:

SPAC advantages:

• Price certainty: The valuation is negotiated in advance, not subject to book-building market risk
• Speed: SPAC mergers can close faster than traditional IPOs in some cases
• Flexibility: More room to share forward-looking projections in the proxy statement than in a traditional IPO prospectus

SPAC disadvantages:

• Dilution: Warrants issued in the SPAC IPO, PIPE shares, and founder shares (typically 20% of pre-IPO shares) create significant dilution
• Redemption risk: High redemptions can leave the combined company undercapitalized
• Regulatory scrutiny: The SEC has significantly increased SPAC disclosure requirements since 2022
• Market perception: SPAC-listed companies have historically traded at a discount to traditionally IPO'd peers

The SPAC business combination process involves extensive SEC disclosure, including:

• Form S-4 or proxy statement: Full disclosure of the target company's business, financials, risk factors, and the terms of the transaction
• Financial statements: Audited financials for the target company (typically 2–3 years)
• Pro forma financials: Combined company financials reflecting the transaction
• Fairness opinion: Often included to support the board's recommendation

For Securitize, the SEC disclosure process would have required detailed disclosure of its regulatory licenses, the regulatory risks associated with the evolving digital assets landscape, and the company's compliance with SEC rules governing broker-dealers, transfer agents, and ATS operators.

Operating an Alternative Trading System requires SEC registration and ongoing compliance with Regulation ATS. Key regulatory risks for ATS operators include:

• Regulation ATS amendments: The SEC has proposed significant changes to Regulation ATS that could affect ATS operators' business models
• Market structure regulation: Broader SEC market structure reforms could affect the competitive landscape for ATS operators
• Digital assets regulatory uncertainty: The regulatory treatment of tokenized securities continues to evolve, creating compliance uncertainty

These regulatory risks would have been prominently disclosed in Securitize's SPAC proxy statement and will be ongoing disclosure obligations as a public company.

Turkish fintech companies and capital markets infrastructure providers evaluating U.S. market entry or U.S. listings should note several key takeaways from the Securitize transaction:

Regulatory licensing as a competitive moat: Securitize's SEC-registered broker-dealer, transfer agent, and ATS licenses represent a significant barrier to entry and a source of competitive advantage. Turkish companies entering the U.S. fintech space should evaluate which regulatory licenses are required for their business model and plan for the time and cost of obtaining them.

SPAC as a listing vehicle: The SPAC route remains available for Turkish companies seeking U.S. listings, though the regulatory environment has become more demanding since 2022. The Securitize transaction demonstrates that SPAC mergers remain viable for well-regulated, institutionally-backed companies.

Tokenized securities as a growth area: The Securitize listing signals institutional and regulatory acceptance of tokenized securities infrastructure. Turkish financial institutions and asset managers evaluating tokenization of traditional assets (real estate, private equity, debt instruments) should monitor the regulatory developments that Securitize's public company status will help illuminate.

For Turkish companies with U.S. operations or U.S. investors, the Securitize transaction also highlights the intersection of U.S. securities law and cross-border capital flows:

• Foreign private issuer status: Turkish companies listing on U.S. exchanges may qualify as Foreign Private Issuers (FPIs), which allows for reduced disclosure requirements and use of home-country accounting standards
• FATCA and withholding: U.S.-listed companies with Turkish shareholders must navigate FATCA withholding and reporting requirements
• Beneficial ownership reporting: Public companies must comply with SEC beneficial ownership reporting rules (Sections 13D/G and 16), which apply to all shareholders above certain thresholds regardless of nationality

ULF New York advises Turkish companies and investors on U.S. capital markets transactions, fintech regulatory compliance, cross-border M&A, and SEC disclosure matters. Contact us for a consultation on U.S. listings, SPAC transactions, or digital assets regulatory strategy.